Gvs — M&A Activity 2022

May 13, 2022

GVS SPA

13.05.2022

HAEMOTRONIC ACQUISITION PRESENTATION

17 M&A TRANSACTIONS SINCE 2009

Adding capabilities and strengthening presence across China, the UK and North America

Haemotronic at a glance (1/2)

Haemotronic is specialized producer of components and bags for the medical sector with plants in Italy (Mirandola and Borgocarbonara) and in Mexico (Reynosa).

Founded in 1979 in Mirandola (Italy) by the Ravizza family to support the pharmaceutical business, over time Haemotronic has become established as a global leader in the supply of components for disposable medical devices, using multiple production technologies, with a very high degree of automation.

Haemotronic's current portfolio includes 3 business lines: medical components, pharmaceutical disposable bags, and finished medical device manufacturing

Overview Final Market

Haemotronic's customers are diverse and are mainly large multinational groups within the medical and pharmaceutical industries

Hospital and medical homecare i.e. hospitals, nursing

Products Main KPI Haemotronic*

70,4 €^m Sales 2021PF 15% CAGR 2019-21

20% 2021PF Adj EBITDA margin

PFN 2021PF Cash Positive

1.100 Employees 2021 (about 400 in Italy)

*Based on Proforma consolidated BS on IFRS principles, Haemotronic is not consolidating all the perimeter up to 2021.

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

Haemotronic at a glance (2/2)

Founded in 1979 in Mirandola (Italy) by the Ravizza family to support the family pharmaceutical business, Haemotronic has established itself over time as a world leader in the supply of disposable medical devices

Haemotronic Footprint

Italy

• HQ in Mirandola

• 2 production plants in Mirandola and Borgocarbonara

Mexico

• Plant in Reynosa, where the group operates using the "maquiladora" practice

Mirandola Borgocarbonara Reynosa

Transaction Details

• Cash & Debt Free Deal
• The price for the acquisition of 100% of Haemotronic's share capital (the "Transaction") is € 212 million, corresponding to 15X Haemotronic's adjusted 2021 EV/EBIDTA, subject to postclosing adjustment based on, inter alia, working capital and net financial position.
• The Price will be paid by GVS to the seller on the closing date for €187 million, while the remaining €25 million will be paid into an escrow account and released progressively within 24 months of the closing date.
• There is also a possible earn out of up to €38 million associated with reaching Haemotronic's Adjusted EBIDTA targets, which is expected to be paid in 2024 and 2025.

In order to finance the operation, GVS signed a 5-year loan agreement for a total of €230 million with a pool of lending banks, including Mediobanca - Banca di Credito Finanziario S.p.A. and Unicredit S.p.A, which act, inter alia, as Arrangers, Global Coordinators and Original Lenders.

Closing is expected to occur within the first half of 2022, subject to certain conditions being fulfilled, as is usual for transactions of this nature, size and complexity.

The rational for the deal and the opportunities from the integration

The acquisition of Haemotronic represents a strong strategic opportunity for GVS growth.

The acquisition of the company contributes to the growth of GVS's product portfolio which can thus integrate and expand the range of products offered and strengthen its presence in the European and North American markets within the healthcare sector.

Cross Selling

The opportunity to enlarge the offer to the world wide customers with a wide product portfolio both for GVS and Haemotronic.

Technology

HT's technology is complementary with the GVS knowledge and consent an easy integration and fertilization in all the GVS plants.

Operations

Optimizations at an industrial level, linked to the GVS's greater experience in terms of managing international production companies.

In the medium term, synergies resulting from the optimization of Italian and Mexican assets can be assumed, given the total number of plants in the area.

DISCLAIMER

This presentation contains certain forward-looking statements that reflect the Company's management's current views with respect to future events and financial and operational performance of the Company and its subsidiaries. These forward-looking statements are based on GVS S.p.A.'s current expectations and projections about future events. Because these forward-looking statements are subject to risks and uncertainties, actual future results or performance may differ materially from those expressed in or implied by these statements due to any number of different factors, many of which are beyond the ability of GVS S.p.A. to control or estimate precisely, including changes in the regulatory environment, future market developments, fluctuations in the price, and other risks. You are cautioned not to place undue reliance on the forward-looking statements contained herein, which are made only as of the date of this presentation. GVS S.p.A. does not undertake any obligation to publicly release any updates or revisions to any forward-looking statements to reflect events or circumstances after the date of this presentation.

This presentation does not constitute a recommendation regarding the securities of the Company. This presentation does not contain an offer to sell or a solicitation of any offer to buy any securities issued by GVS S.p.A. or any of its subsidiaries, in Italy pursuant to Section 1, let t) letter (t) of Legislative Decree no. 58 of February 24, 1998, or in any other country or state.

The information contained in this presentation does not purport to be comprehensive and has not been independently verified by any independent third party. The reader should consult any further disclosures GVS may make in documents it files with the Italian Securities and Exchange Commission and with the Italian Stock Exchange