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Elica

M&A Activity Sep 19, 2024

4217_rns_2024-09-19_e38ce34a-f7ad-4472-8ab2-cbee5bba518a.pdf

M&A Activity

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IR Elica S.p.A.:

Francesca Cocco Lerxi ConsulEng – Investor RelaEons Tel: +39 (0)732 610 4205 E-mail: [email protected]

Elica S.p.A.:

Michela Popazzi Corporate & Internal CommunicaEon Specialist Mob: +39 345 6130420 E-mail: [email protected]

Press Office: Havas PR

ValenEna Burlando M +39 335.6182360 [email protected] Giulia Bertelli M +39 340.1453906 [email protected]

AGREEMENT REACHED FOR THE SALE BY ELICA OF ITS 4.78% STAKE IN ELICA PB INDIA TO WHIRLPOOL OF INDIA LIMITED FOR APPROXIMATELY 8.2 MLN EUROS

  • § CONTINUATION OF STRATEGIC ALLIANCE WITH WHIRLPOOL INDIA
  • § DISTRIBUTION OF ELICA BRAND IN INDIA, NEPAL AND BANGLADESH MANAGED BY WHIRLPOOL OF INDIA UNTIL 2038, WITH A ROYALTY MECHANISM WITH INCREASING IMPACT ON ELICA EPS
  • § NET TRANSACTION VALUE OF ABOUT 7.2 MLN EUROS IN 2024

Fabriano, Sept. 19, 2024 - Elica S.p.A., announces that it has signed an agreement involving the sale to Whirlpool of India Limited of 4.78 % of the share capital of the Indian Company ELICA PB Whirlpool Kitchen Appliances Private Limited ("Elica PB India") together with the other Indian minority shareholders who will sell an addiKonal 4.78 % stake. Upon compleKon of the transacKon, Whirlpool of India Limited will come to hold approximately 96.81 % of Elica PB India while Elica S.p.A. and the group of other Indian minority shareholders will remain shareholders of the Indian company with a stake of approximately 1.59 % each.

At the same Kme with the stake purchase, Elica PB India will sign new license agreement for the use of the Elica brand in the Indian territory.

***

"We are very pleased with this transac>on that confirms the strategic alliance between Elica and Whirlpool, on a con>nent where both companies can add great value to growth and by expanding the collabora>on to Bangladesh as well." staded Francesco Casoli, ExecuMve Chairman of Elica.

Elica S.p.A. Via Ermanno Casoli, 2 60044 Fabriano (AN) - Italy

Tel. +39 0732 6101 Fax +39 0732 610249 CerEfied e-mail [email protected] SDI Code - Y1NM1XC

COMPANIES REGISTER NO. AND TAX CODE AN 00096570429 SHARE CAPITAL EURO 12,644,560 FULLY PAID-IN

AN ISO 9001 ISO 14001 ISO 45001 CERTIFIED COMPANY elica.com

"This transac>on will have a posi>ve impact on the Group's EPS from 2025 with a mechanism of increasing royal>es un>l 2038 and guarantees an important cash-in at a >me of Elica's strong investment in the Cooking development plan." stated Giulio Cocci, CEO of Elica.

***

Terms and value of the transacMon

The consideraKon for the sale of 4.78 % of the share capital of the Indian Company Elica PB India, in which Elica today holds a minority interest of 6.37%, will amount to INR 764,721,195 (approximately Euro 8.2 million gross at today's exchange rate) and will be paid net of withholding taxes in a single lump sum on the date of the closing of the transacKon, which is expected to take place by the end of September 2024. At the Closing, it is expected that Elica PB India will renew with Elica a Trademark & Technical License Agreement, which provides for the exclusive use of the Elica brand in the Indian territory and nonexclusively in Nepal and Bangladesh for the markeKng of products in the kitchen & cooking sector, with an iniKal term of fourteen years and which will provide for guaranteed minimums of royalKes that will increase over Kme.

Also at the Closing, it is expected that Elica S.p.A., Whirlpool of India Limited and the other Indian shareholders will renew the shareholders' agreement that will, among other things, provide for a prohibiKon on the sale to third parKes of the respecKve stakes held in Elica PB India Private Ltd before 90 days have elapsed from the date of approval of Elica PB India's financial statements for the year ending March 31, 2026.

In addiKon, the shareholders' agreement will regulate Put & Call opKons under which Whirlpool of India Limited may acquire, or Elica and the other Indian shareholders may dispose of to Whirlpool of India Limited, the enKre shareholding held, effecKve March 31, 2026, or, prior to that date, exclusively upon the occurrence of certain events.

***

Elica S.p.A. was supported in the transacKon by Studio Sabelli & Partners.

***

Elica is an Italian company that sits at the forefront of the design and produc7on of home appliances for cooking. It boasts over 50 years of history and global leadership in kitchen extractor systems. It is the European benchmark in electric motors for home appliances and boilers. It employs around 2,600 staff between its headquarters in Fabriano and seven facili7es in Italy, Poland, Mexico and China. These are the figures that tell the story of Elica, which is constantly guided by Chairperson Francesco Casoli. The company's results are inspired by values that have always guided every one of its projects, products, and ac7vi7es: design that combines aesthe7cs and performance for an extraordinary cooking experience, art as a model for crea7ve processes and working methods, and innova7on for technology that brings out the very best in product func7onality.

Elica S.p.A. Via Ermanno Casoli, 2 60044 Fabriano (AN) - Italy

Tel. +39 0732 6101 Fax +39 0732 610249 CerEfied e-mail [email protected] SDI Code - Y1NM1XC

COMPANIES REGISTER NO. AND TAX CODE AN 00096570429 SHARE CAPITAL EURO 12,644,560 FULLY PAID-IN

AN ISO 9001 ISO 14001 ISO 45001 CERTIFIED COMPANY elica.com

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