(Translation from the Italian original which remains the definitive version. This translation of the Annual Report 2022 constitutes a non-official version which is not compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815)

Openjobmetis S.p.A. - Employment Agency Auth. Prot. no. 1111- SG of 26/11/2004

Registered Office Via Assietta, 19 - 20161 Milan - Italy Headquarters and Offices Via Marsala 40/C Centro Direzionale Le Torri, 21013 Gallarate (VA)

Legal Information Joint-stock company Approved and subscribed share capital EUR 13,712,000 Registered in the Milan Register of Companies under tax code 13343690155

LETTER TO THE SHAREHOLDERS	5
CORPORATE BODIES	6
STRUCTURE OF THE GROUP	7
DIRECTORS' REPORT ON OPERATIONS	8
Highlights (amounts in millions of EUR)	10
Trends in key financial and operating indicators - alternative performance indicators	11
General economic scenario4F	13
The Openjobmetis Group and the labour market	15
Operating performance and results of the Group	18
Operating performance and results of the Parent Openjobmetis S.p.A.	32
Risks related to operations	45
Relations with subsidiaries and related parties	48
Significant events in 2023	51
Main significant subsequent events	53
Outlook	54
Information relating to employees	55
Information on environmental matters	56
Reconciliation between the Parent's financial statements and the consolidated financial statements	57
Other information	58
CONSOLIDATED FINANCIAL STATEMENTS	61
Statement of Financial Position	63
Statement of Comprehensive Income	64
Statement of Changes in Equity	65
Statement of Cash Flows	66
Notes to the Consolidated Financial Statements	67
STATEMENT ON THE CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH ARTICLE 154-BIS OF
LEGISLATIVE DECREE 58/98 AS AMENDED AND SUPPLEMENTED	115
INDEPENDENT AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS	116
SEPARATE FINANCIAL STATEMENTS	116
Statement of Financial Position	118
Statement of Comprehensive Income	119
Statement of Changes in Equity	120
Statement of Cash Flows	121
Notes to the Separate Financial Statements	122
STATEMENT ON THE SEPARATE FINANCIAL STATEMENTS IN ACCORDANCE WITH ARTICLE 154-BIS OF
LEGISLATIVE DECREE 58/98 AS AMENDED AND SUPPLEMENTED	171

INDEPENDENT AUDITORS' REPORT ON THE SEPARATE FINANCIAL STATEMENTS REPORT OF THE BOARD OF STATUTORY AUDITORS	172 173

LETTER TO THE SHAREHOLDERS

Dear Shareholders,

in the year just ended we proved to be a point of reference for our customers, who have renewed their trust in us and have been able to appreciate the quality of the service.

Our efforts resulted in an increase in the first contribution margin of 12.9%.

In 2023 we generated revenue of EUR 748.8 million, an even more remarkable result considering the complicated and unpredictable economic environment, permeated by the spectre of inflation and aggressive monetary policies.

The successful completion of extraordinary transactions has always been a distinctive element of the Group: in January 2024 we completed the acquisition of Just On Business.

We renew our commitment to continue to seek opportunities that can create value for a successful future. Together with all our collaborators, who with their passion have become indispensable in the growth path we have undertaken so far, we are sure that we will achieve new important goals.

I would like to take this opportunity to thank the shareholders and all stakeholders who, by strongly supporting Openjobmetis, have enabled us to be one of the leading players in the Italian market today.

The Chairman

Marco Vittorelli

CORPORATE BODIES

The Ordinary Shareholders' Meeting of 30 April 2021 appointed the Board of Directors and the Board of Statutory Auditors in office until the Shareholders' Meeting that will be called to approve the financial statements as at 31 December 2023.

Board of Directors

Chairman	Marco Vittorelli
Deputy Chairman	Biagio La Porta
Managing Director	Rosario Rasizza
Directors	1 Alberica Brivio Sforza0F
	Laura Guazzoni1
	Barbara Napolitano1
	Lucia Giancaspro1
	Alessandro Potestà1
	Alberto Rosati1
	Corrado Vittorelli
Board of Statutory Auditors
Chair	Chiara Segala
Standing Auditors	Manuela Paola Pagliarello
	Roberto Tribuno
Alternate Auditors	Alvise Deganello
	Marco Sironi

¹ Independent Director

Committees
2 Control, Risks and Sustainability Committee1F	Alberto Rosati (Chair)1
	Laura Guazzoni1
	Lucia Giancaspro1

Remuneration Committee	Alberica Brivio Sforza (Chair)1
	Barbara Napolitano1

Barbara Napolitano¹ Alberto Rosati¹

* * *

Manager in charge of financial reporting

Alessandro Esposti

* * *

Independent Auditors2F ³ KPMG S.p.A.

2 The Control, Risks and Sustainability Committee also acts as Related Parties Committee.

3 In office until 31/12/2023

STRUCTURE OF THE GROUP3F 4

⁴Share capital structure and voting rights as at 13 March 2024 on the basis of the information received pursuant to articles 120 and 122 of the Consolidated Law on Finance (TUF). The above figures may not reflect the number of shares held by each of the parties after disclosure.

Subsidiaries of Openjobmetis S.p.A. at the date of approval of the financial statements. On 15 January 2024, Openjobmetis S.p.A. finalised the acquisition of Just on Business S.p.A. and its subsidiary Deine Group S.r.l.

ON OPERATIONS

Highlights (amounts in millions of EUR)

Notes: the adjusted values are calculated as indicated in the section "Trends in key financial and operating indicators - alternative performance indicators". Where not specified, the data are to be considered "Reported".

Trends in key financial and operating indicators - alternative performance indicators

Income Statement indicators	2023		2022		2021		Δ 23 vs. 22
	EUR	%	EUR	%	EUR	%	EUR	%
First contribution margin (millions/margin) (1)	96.8	12.9%	95.2	12.4%	89.2	12.4%	1.6	1.7%
EBITDA (millions/margin) (2)	28.3	3.8%	29.4	3.8%	23.5	3.3%	(1.1)	(3.7%)
Adjusted EBITDA (millions/margin) (3)	30.5	4.1%	30.2	3.9%	26.0	3.6%	0.3	1.0%
EBITA (millions/margin) (4)	20.5	2.7%	21.9	2.8%	15.6	2.2%	(1.4)	(6.4%)
Adjusted EBITA (millions/margin) (5)	22.6	3.0%	22.7	3.0%	18.0	2.4%	(0.1)	(0.4%)
Profit (loss) for the year (millions/margin)	12.6	1.7%	14.3	1.9%	10.7	1.5%	(1.7)	(11.9%)
Adjusted profit (loss) for the year (millions/margin) (6)	14.9	2.0%	15.4	2.0%	12.8	1.8%	(0.5)	(3.2%)
Net earnings (loss) per share outstanding* (EUR)	1.02	-	1.10	-	0.80	-	(0.08)	(7.3%)
Adjusted earnings (loss) per share outstanding* (EUR)	1.21	-	1.18	-	0.95	-	0.03	2.5%

Other indicators	2023			Δ 23 vs. 22
		2022	2021	Value	%
Net financial indebtedness (EUR million) (7)	36.1	26.2	44.5	9.9	37.8%
Net financial indebtedness/EBITDA	1.3	0.9	1.9	0.4	44.4%
Number of shares (thousand)	13,369	13,712	13,712	(343)	(2.5%)
ROE - Net profit (loss)/average equity (%)	8.9%	10.4%	8.3%	(1.6%)	(15.4%)
Average no. of days to collect trade receivables (days) (8)	70	68	69**	2	2.9%

* The number of shares is calculated net of treasury shares purchased following the buyback programme and the voluntary partial public tender offer, as described in more detail in point 19 of the Notes to the consolidated financial statements, to which reference is made. ** Net of the effects of the consolidation of "Quanta".

(1) The first contribution margin is calculated as the difference between Revenue and Cost of contract work and outsourcing.

(2) EBITDA is calculated as Profit (loss) for the period before income taxes, net financial expense, amortisation/depreciation, provisions and impairment losses on trade receivables and other assets.

(3) Adjusted EBITDA is calculated as EBITDA before charges mainly relating to costs for consultancy, due diligence, personnel reorganisation and extraordinary bonuses in relation to acquisitions, costs for professional services for regulated market transactions and provision for tax litigation risk (as indicated in the following pages of this report).

(4) EBITA is calculated as Profit (loss) for the period before income taxes, net financial expense and amortisation of the intangible assets included in the balance of Intangible assets and goodwill (amortisation of customer relations and non-compete agreement signed as part of the acquisition of "Quanta").

(5) Adjusted EBITA is calculated as EBITA before charges mainly relating to costs for consultancy, due diligence, personnel reorganisation and extraordinary bonuses in relation to acquisitions, costs for professional services for regulated market transactions and provision for tax litigation risk (as indicated in the following pages of this report).

(6) Adjusted Profit/Loss for the period is calculated as Profit (loss) for the period before charges mainly relating to costs for consultancy, due diligence, personnel reorganisation and extraordinary bonus in relation to

acquisitions, costs for professional services for regulated market transactions and the provision for tax litigation risk, as well as the amortisation of the intangible assets included in the balance of Intangible assets and goodwill (amortisation of customer relations and the non-compete agreement signed as part of the acquisition of "Quanta") and net of the related tax effect (as indicated in the following pages of this report).

(7) Net financial indebtedness shows the company's financial exposure to lenders and is the difference between financial assets and the sum of current and non-current financial liabilities (see the section on "Operating performance and results of the Group" for its detail).

(8) Average no. of days to collect trade receivables: as at 31 December, trade receivables/revenue from sales x 360. (for 2021 it should be noted that trade receivables and revenue from sales have been considered net of the amounts included in the consolidated financial statements relating to Quanta S.p.A. and Quanta Risorse Umane S.p.A.).

The costs subject to adjustment as part of the aforementioned alternative performance indicators (costs for consultancy, due diligence, personnel reorganisation and extraordinary bonus in relation to acquisitions, costs for professional services for regulated market transactions and the provision for tax litigation risk as well as amortisation of the intangible assets included in the balance of Intangible assets and goodwill) with the related reconciliations to the financial statements data are provided in the "Analysis of the operating performance of the Openjobmetis Group" section of this report.

The aforementioned alternative performance indicators facilitate analysis of business performance, ensuring better comparability of results over time.

The above indicators are not identified as accounting measures under IFRS, therefore the quantitative determination thereof may not be unique. The determination criteria applied by the Group for these indicators may not be consistent and comparable with those determined by other operators.

General economic scenario4F 5

Political, economic and financial market trends

The first quarter of 2023 recorded an unexpected recovery in GDP, after the slowdown recorded at the end of 2022. The "Quarterly Economic Accounts", published by ISTAT on 31 May 2023, have shown an increase in gross domestic product for the first quarter of the year of 0.6% on a quarterly basis and 1.9% on a yearly basis, driven by the positive contribution of private consumption and public investments.

More than a year after the invasion of Ukraine, Italian companies, at the end of the first three months of the year, have improved their expectations concerning operating conditions, thanks to the increase in consumer demand and the easing of difficulties linked to energy prices and raw material procurement⁶ .

The monetary policy undertaken by the ECB in the first half of the year led to aggressive reference rate hikes (+4% in June) aimed at counteracting strong inflationary pressures. The macroeconomic scenario was therefore affected by the tightening of monetary conditions resulting from the strategy promoted by the Bank chaired by Christine Lagarde.

After the negative decline in the Italian economy in the second quarter of the year (-0.4% compared to the previous quarter), the following three months saw a timid growth in GDP in economic terms (+0.1%), driven by a positive contribution to a renewed climate of consumers' confidence starting from July.

The beginning of the last quarter of the year saw a sharp drop in consumer inflation, especially thanks to the slowdown in energy prices as a result of the ECB's restrictive policies, bringing the overall rate estimates for 2023 to 5.7%.

This development also affected the European context, as a result of which the estimates made by Eurosystem experts have revised downwards the inflation rate projections also for 2024. However, the Governing Council of the ECB, which met on 14 December 2023, decided to maintain a conservative stance (deposits rate unchanged at 4%), pending further detailed data on the performance in inflation, wages and general economy.⁷

The economic scenario in 2023 was impacted by the geopolitical context, which to date remains one of the main factors of instability as it can give rise to consequences related to the increase in the prices of raw materials and a deterioration of confidence both from the point of view of end consumers and of businesses and investors.⁸ The projections drawn up by the Bank of Italy provide for an expansion, albeit contained (+0.7%), of GDP in 2024, also considering more balanced inflation risks.

In light of the above, the Group Management continues to carefully and closely monitor the economic and geopolitical development. In addition, there are currently no critical issues regarding turnover trends, the recoverability of trade receivables and intangible assets and goodwill recorded in the financial statements. It should be noted that the contribution margin increased in percentage and absolute terms during the year, from 12.4% as at 31 December 2022 (EUR 95,162 thousand) to 12.9% as at 31 December 2023 (EUR 96,757 thousand).

⁵ Source: ISTAT

⁶ Bank of Italy, Survey on inflation and growth expectations, 6 April 2023

⁷Sole 24 Ore, "Inflation is falling but for the ECB the rate cut is not yet in sight", 14 December 2023

⁸Bank of Italy, "Macroeconomic projections for the Italian economy", 15 December 2023

To date, there are no particular risk situations relating to the solvency of Openjobmetis Group customers, as demonstrated by the average collection times (DSO), i.e. 70 days.

With regard to the financial markets, Euronext is the main European infrastructure, hosting almost 1,900 issuers on its platform for a value of EUR 6.6 trillion in market capitalisation (figure as at 28 December 2023). In the press release at the end of the year, Euronext stressed the importance of launching ESG solutions for accelerating the transition to sustainable finance. In fact, it is the first stock exchange to make the non-financial data of its issuers available in a standardised form.

After a negative trend that began in the first week of August and lasted until October, 2023 ended with optimism on the equity market thanks to the steady maintenance of interest rates combined with falling inflation.

The Openjobmetis (OJM.MI) share opened on 2 January 2023 at EUR 16.00 per share, the same value recorded on the last trading date of the year (29 December 2023). The positive leap in the last few days of December is attributable to the publication of the press release relating to the agreement for the acquisition of a majority stake by Groupe Crit at a price of EUR 16.5 per OJM share.

Table 1: Italian GDP trend by quarter (Source ISTAT)

The Openjobmetis Group and the labour market

Performance of the labour market8F 9

On the labour market front, in the first quarter of 2023 GDP growth translated into an increase in employment (+513 thousand employed compared to the first quarter of 2022 and +104 thousand compared to the previous quarter), marking the eighth consecutive quarter with a year-on-year increase.

In detail, the growth was characterised by a quarterly increase in indefinite term employees (+0.6%), while the number of temporary workers was down slightly (-0.5%).

At the same time, in the first quarter Istat reported a significant increase on a quarterly basis in the labour cost per unit of employment, which reached its highest values in recent years, recording +1.2% for the remuneration component and +3% for social security contributions. This effect was primarily attributable to the disbursement of one-off amounts and the restriction of the contribution reduction measures applied in 2021 and 2022.

Demand for workers was driven by the tertiary sector (particularly tourism) and the resumption of the energyintensive manufacturing sectors, which benefited from the drop in consumer prices.

This trend was also confirmed in the second quarter of the year, where in June the unemployment rate fell further to 7.4%, compared to 7.8% at the end of the first quarter of the year.

Although the increase in employment in the first half of 2023 was driven by permanent contracts, there was an increase in the propensity to use temporary work due to the renewed inclination of companies to take up new fixed-term positions.¹⁰

After a slowdown due to the summer period, September saw a positive acceleration: employment reached 23.6 million units, with a stable unemployment rate compared to the end of the first half year.

In the autumn months, labour market conditions remain strong. In November, the number of employees with fixed-term contracts started to rise again (around +15 thousand people) also due to the seasonality component related to the arrival of the Christmas period.

The year ended with a further positive boost in terms of employment with a rate of 61.9%. In December, the number of fixed-term employees reached 2 million and 986 thousand.

As emerged from the 2023 annual Bulletin of the Excelsior information system by Unioncamere-Anpal, the labour market is characterised by a strong mismatch. The misalignment between supply and demand is particularly impactful with regard to the search for skilled workers (60.3% of the total positions sought). The positions of greatest interest in the manufacturing sector, which represents one of the main sectors to which Openjobmetis S.p.A. customers belong, are metalworkers and maintenance workers. In addition, the labour shortage¹¹ is characterising the demand for unqualified profiles such as porters, cleaners, farm labourers, unskilled workers or general workers in the construction and manufacturing sector.¹²

⁹ Source: ISTAT

¹⁰ Bank of Italy, The labour market: data and analysis, 19 May 2023

¹¹ A problem particularly present in Italy where there are not enough candidates to cover market demands due to a lack of skills, lack of candidates and frequent exits.

¹² Sole 24 Ore, "If there is work, there is often a lack of skills. Doubled the number of companies looking for new hires", 24 November 2023

The Macroeconomic Projections for the Italian Economy¹³ also predict a sharp increase in employment for 2024, reflecting the trend of the year just ended. In terms of units of work (AWU), the increase will be in line with the estimated GDP growth of +0.8%.¹⁴

Main regulatory aspects

From a regulatory perspective, the first few months of 2023 were characterised by a strong turmoil.

The "Meloni Government" immediately implemented its policies with initiatives aimed at making fixed-term contracts more user-friendly. The government's objective is to ensure greater flexibility in order to meet the needs of a constantly changing labour market.

In February, with an amendment to the Milleproroghe Decree, the option of using contract workers for periods of more than 24 months was extended by one year, from 30 June 2024 to 30 June 2025 without the need to establish a permanent employment contract, even if the employment contract between the employment agency and the contract worker is permanent.

On 5 May 2023, the Labour Decree was published in the Official Gazette, which provides, inter alia, for the introduction of the Inclusion Allowance and new reasons for entering into fixed-term employment contracts.

A few days after the publication of the Labour Decree, Minister of Labour Marina Calderone stressed: "In a transition phase such as the current one, in which the needs of businesses are changing, new requirements are emerging in terms of professionalism and new challenges for the world of work […]".

The Labour Decree has substantially affected the configuration of the reasons for fixed-term contracts with a duration of between 12 and 24 months, moving away from the rigidity of the Dignity Decree (Decree Law 87/2018).

Indeed, there are now three clusters of reasons, i.e., specific requirements set forth by collective agreements, technical, organisational and production requirements (by 30 April 2024) and the replacement of other workers. The Inclusion Allowance represents the new economic, social and professional support measure to replace Citizens' Income and became active as of 1 January 2024. The presence in the household of a person with a disability, a minor or a person over sixty, in addition to the citizenship requirements, is required for the entitlement. The monthly contribution is disbursed for a maximum period of 18 months, renewable for a further year after a one-month suspension.

In order to favour the intersection between supply and demand, the Decree established the Information System for social and work inclusion (SIISL), created by INPS.

The platform is fundamental to overcome infrastructural and geographical limits, intersecting communication between regions, municipalities, Ministries and Employment Agencies. By profiling candidates by expertise, training and personal skills, Employment Agencies will have the opportunity to effectively match the needs of companies with potential employees. Inclusion Allowance beneficiaries, once they have signed the digital activation pact on the above-mentioned platform, will have to adhere to a customised social or labour inclusion process.

Beneficiaries will be required to accept a job offer of no less than one month (part-time not less than 60%) and with a salary no lower than the minimum wage set forth in collective agreements throughout the country if on a permanent basis or within the 80 km from home if on a fixed-term basis.

¹³ Projections prepared by the Bank of Italy and published on 15 December 2023

¹⁴ Istat, Outlook for the Italian economy 2023-2024, 5 December 2023

The group of interested parties included approximately 737 thousand households, who were able to submit their application starting from 18 December 2023 through the INPS website and the patronages, and from 1 January 2024 also through the Cafs (Centri di Assistenza Fiscale - Tax Assistance Centers). Minister Calderone, in reference to the Inclusion Allowance, has declared "a paradigm shift in favour of an active inclusion measure that looks at the concrete support of the most vulnerable people while aiming at social and labour integration".¹⁵ Circular no. 111 of 29 December has provided guidelines for the management of social security obligations relating to the relief from contributions for the recruitment of beneficiaries of the Inclusion Allowance.

For APL, a contribution equal to 30% of the amount paid to the employer is recognised for each person hired following specific mediation activities carried out through the use of the SIISL platform (exemption from the payment of 100% of social security contributions, excluding INAIL and bonuses, up to EUR 8 thousand per year for permanent hires; of 50%, up to EUR 4 thousand per year for fixed-term).

In addition to the contribution, the same Employment Agencies can also benefit from the incentive expressly recognised in the case of recruitment by them.

¹⁵ Sole 24 Ore, "Inclusion Allowance: applications now open, Citizens' Income replaced", 18 December 2023

Operating performance and results of the Group

Analysis of the operating performance of the Openjobmetis Group for the year 2023

Revenue from sales for the full year 2023 amounted to EUR 748.8 million compared to EUR 768.4 million in the previous year. In 2023 the operating result (or EBIT, earnings before financial income/expenses and taxes) amounted to EUR 19.8 million (EUR 21.2 million in 2022). Net profit was EUR 12.6 million compared to EUR 14.3 million in 2022. The Group's consolidated financial figures for the years ended 31 December 2022, 2023 and 2021 are shown in the table below.

(amounts in thousands of EUR)			Financial statements for the year ended 31 December			Change in 2023/2022
	2023	% of Revenue	2022	% of Revenue	202116	Value	%
Revenue	748,790	100.0%	768,373	100.0%	720,789	(19,583)	(2.5%)
Cost of contract work and outsourcing	(652,033)	(87.1%)	(673,211)	(87.6%)	(631,557)	21,178	(3.1%)
First contribution margin	96,757	12.9%	95,162	12.4%	89,232	1,595	1.7%
Other income	15,087	2.0%	15,306	2.0%	15,586	(219)	(1.4%)
Personnel expenses	(43,173)	(5.8%)	(42,546)	(5.5%)	(42,458)	(627)	1.5%
Cost of raw materials and consumables	(200)	(0.0%)	(199)	(0.0%)	(202)	(1)	0.5%
Costs for services	(38,239)	(5.1%)	(37,493)	(4.9%)	(37,569)	(746)	2.0%
Other operating expenses	(1,910)	(0.3%)	(862)	(0.1%)	(1,046)	(1,048)	121.6%
EBITDA	28,322	3.8%	29,368	3.8%	23,543	(1,046)	(3.6%)
Provisions and impairment losses	(2,072)	(0.3%)	(1,685)	(0.2%)	(2,178)	(387)	23.0%
Amortisation/Depreciation	(5,786)	(0.8%)	(5,820)	(0.8%)	(5,785)	34	(0.6%)
EBITA	20,464	2.7%	21,863	2.8%	15,580	(1,399)	(6.4%)
Amortisation of intangible assets17	(688)	(0.1%)	(667)	(0.1%)	(403)	(21)	3.1%
EBIT	19,776	2.6%	21,196	2.8%	15,177	(1,420)	(6.7%)
Financial income	1,427	0.2%	36	0.0%	40	1,391	3,863.9%
Financial expense	(2,334)	(0.3%)	(693)	(0.1%)	(719)	(1,641)	236.8%
Profit (loss) before taxes	18,869	2.5%	20,539	2.7%	14,499	(1,670)	(8.1%)
Income taxes	(6,302)	(0.8%)	(6,225)	(0.8%)	(3,786)	(77)	1.2%
Profit (loss) for the year	12,567	1.7%	14,314	1.9%	10,713	(1,747)	(12.2%)

¹⁶ It should be noted that following the acquisition of 100% of Quanta S.p.A. and of 100% of its subsidiary Quanta Risorse Umane S.p.A., completed on 26 May 2021, the figures for the year 2021 include the above-mentioned companies in the scope of consolidation since June.

¹⁷Amortisation of intangible assets included in the balance of "Intangible assets and goodwill" (amortisation of customer relations, non-compete agreement signed as part of the acquisition of "Quanta" and other sundry assets) has been represented separately from the total of "Amortisation".

The table below provides a breakdown of the costs that have been adjusted for the purposes of determining the Alternative Performance Indicators (APIs).

(In thousands of EUR)		2023	2022
Costs for services	Charges mainly relating to costs for consultancy and due diligence in relation to acquisitions and costs for professional services for regulated market transactions	1,139	145
Personnel expenses	Costs for personnel reorganisation and extraordinary bonus	-	709
Other operating expenses	Provision for tax litigation risk	1,000	-
Total		2,139	854
Amortisation	Amortisation of customer relations and non-compete agreements included in intangible assets and goodwill	688	667
Total costs		2,827	1,521
Tax effect		(510)	(424)
Total impact on the Income Statement		2,317	1,097

In 2023, charges mainly related to costs for consultancy and due diligence in connection with acquisitions and costs for professional services for regulated market transactions amounted to EUR 1,139 thousand, while the provision for tax litigation risk amounted to EUR 1,000 thousand. Amortisation of intangible assets includes the amortisation of the non-compete agreement for EUR 300 thousand and the amortisation of customer relations for EUR 367 thousand recorded in the financial statements following the "Quanta" transaction in 2021 and other minor costs for EUR 21 thousand. The above resulted in an adjusted net profit of EUR 14,884 thousand, taking into account a negative tax effect of EUR 510 thousand.

Revenue

Revenue in 2023 amounted to EUR 748,790 thousand compared to EUR 768,373 thousand in 2022.

The slight decrease compared to the previous year reflects the trend of the Italian general contract work market. It should be noted that the subsidiary Family Care S.r.l. - Employment Agency, a company specialised in the provision of assistants to elderly people, recorded an increase in turnover of 16%. At the same time, the subsidiary Seltis Hub, specialised in recruitment and selection, continues its path of growth with a 14% increase in volumes.

The following table provides a breakdown of revenue by type of service:

(In thousands of EUR)	2023	2022	Change
Revenue from contract work	727,223	746,273	(19,050)
Revenue from personnel recruitment and selection	7,576	5,712	1,864
Revenue from outsourced services	6,397	6,310	87
Revenue from other activities	7,594	10,078	(2,484)
Total Revenue	748,790	768,373	(19,583)

Cost of contract work and outsourcing

Cost of contract work and for outsourced services amounted to EUR 652,033 thousand in 2023 compared to

EUR 673,211 thousand in 2022, equal to 87.1% of revenue, down from the previous year (87.6%).

The table below shows details of costs of contract work and outsourcing:

(In thousands of EUR)	2023	2022	Change
Wages and salaries of contract workers	465,133	478,180	(13,047)
Social security charges of contract workers	130,847	137,972	(7,125)
Post-employment benefits of contract workers	26,148	26,789	(641)
Forma.Temp contributions for contract workers	17,866	18,497	(631)
Other costs of contract workers	6,101	6,225	(124)
Other costs for outsourced and other services	5,938	5,548	390
Total cost of contract work and outsourcing	652,033	673,211	(21,178)

First contribution margin

In 2023, the Group's first contribution margin amounted to EUR 96,757 thousand, compared to EUR 95,162 thousand in 2022. The year was characterised by an upward trend in the first margin as a percentage of revenue, which stood at 12.9% compared to 12.4% as at 31 December 2022.

Other income

Other income for 2023 was EUR 15,087 thousand, compared to EUR 15,306 thousand in 2022.

The item mostly includes contributions from Forma.Temp (EUR 13,972 thousand in 2023, compared with EUR 13,430 thousand in 2022) for costs incurred by the Group to deliver training courses for contract workers through qualified trainers. These contributions are issued by Forma.Temp on the basis of the specific cost reports of equal amounts - recorded for the organisation and performance of training activities - carried out for each individual initiative.

Furthermore, the item includes other sundry income amounting to EUR 1,115 thousand in 2023, compared with EUR 1,876 thousand in 2022. The decrease, compared with the previous year, is mainly attributable to the reduction in benefits deriving from the allocations of assets referring to previously written down receivables.

Personnel expenses

The average number of Full-time Equivalent (FTE) employees in 2023 is 775, compared with 769 in 2022, and includes staff employed at the headquarters and at the Group's subsidiaries and staff at the branch offices located throughout the country.

In 2023, Personnel expenses amounted to EUR 43,173 thousand, slightly up compared to 2022, (EUR 42,546 thousand).

The disbursement of the one-off payment envisaged at the time of the contractual renewal of the national tertiary labour agreement had an impact on the first quarter of EUR 359 thousand. The extraordinary sector protocol envisaged the recognition of an amount of EUR 350 gross at the fourth level (divided between the January and March paychecks) to be re-measured on the different levels of classification. Subsequently, starting from April, a paycheck increase was recognised as an advance to be absorbed by future contractual increases of EUR 30 gross at the fourth commerce level, also to be re-measured on the other levels.

Costs for services

In 2023, costs for services amounted to EUR 38,239 thousand, compared to EUR 37,493 thousand in 2022.

Costs for services include the costs incurred for the organisation of training courses for contract workers, amounting to EUR 14,015 thousand for 2023, compared to EUR 13,453 thousand in 2022. The Group receives contributions from Forma.Temp to fully cover the costs incurred for training, following accurate and timely reporting of said costs.

The figure as at 31 December 2023 includes charges for consultancy and due diligence costs in connection with acquisitions and costs for professional services for regulated market transactions amounting to EUR 1,139 thousand, whereas in the previous year they amounted to EUR 145 thousand. These charges are subject to disclosure for the purposes of calculating Adjusted EBITDA, as described below.

The following table shows the breakdown of the item costs for services:

(In thousands of EUR)	2023	2022	Change
Costs for organising courses for contract workers	14,015	13,453	562
Costs for updating skills of contract workers	284	-	284
Costs for tax, legal, IT, business consultancy	6,864	7,277	(413)
Costs for marketing consultancy	2,244	2,309	(65)
Fees to sourcers and professional advisors	4,745	4,814	(69)
Costs for advertising and sponsorships	2,195	2,377	(182)
Costs for utilities	1,189	1,431	(242)
Remuneration to the Board of Statutory Auditors	114	114	-
Costs for due diligence and consultancy services	1,139	145	994
Other	5,450	5,573	(123)
Total costs for services	38,239	37,493	746

Net of costs for the organisation of courses for contract workers, the incidence on revenue of remaining costs for services, which refer mainly to the costs for tax, legal, IT, commercial and business consultancy, and fees to sourcers and professional advisors, stands at 3.2% (3.1% in 2022).

Other operating expenses

Other operating expenses amounted to EUR 1,910 thousand in 2023, compared to 862 thousand as at 31 December 2022. The item includes the provision for tax litigation risk of EUR 1,000 thousand, evidenced in terms of calculating the adjusted EBITDA in relation to amounts already provisionally paid. For further information, please refer to the paragraph "Contingent liabilities" of this Report.

EBITDA, EBITA and the respective adjusted values

EBITDA amounted to EUR 28,322 thousand in 2023, compared to EUR 29,368 thousand in 2022. Adjusted EBITDA12F ¹⁸ was EUR 30,461 thousand in 2023, compared to EUR 30,222 thousand in 2022.

EBITA13F ¹⁹ in 2023 amounted to EUR 20,464 thousand compared to EUR 21,863 thousand in 2022 and Adjusted

EBITA14F ²⁰ amounted to EUR 22,603 thousand compared to EUR 22,717 thousand in 2022.

¹⁸Adjusted EBITDA was calculated as EBITDA before charges mainly related to costs for consultancy, due diligence, personnel reorganisation and extraordinary bonuses in connection with acquisitions, costs for professional services for regulated market transactions and provision for tax litigation risk.

¹⁹ EBITA is calculated as Profit (loss) for the period before income taxes, net financial expense and amortisation of the intangible assets included in the balance of Intangible assets and goodwill (amortisation of customer relations and noncompete agreement signed as part of the acquisition of "Quanta").

²⁰Adjusted EBITA was calculated as EBITA before charges mainly related to costs for consultancy, due diligence, personnel reorganisation and extraordinary bonuses in connection with acquisitions, costs for professional services for regulated market transactions and provision for tax litigation risk.

Amortisation/Depreciation

Amortisation/depreciation amounted to EUR 6,474 thousand in 2023 (EUR 6,487 thousand in 2022). The amortisation charge for intangible assets was EUR 688 thousand in 2023 (EUR 667 thousand in 2022). Primarily, it includes the amortisation of the intangible asset recorded in relation to the non-compete agreement with the seller for the "Quanta" transaction amounting to EUR 300 thousand and the amortisation charge for customer relations amounting to EUR 367 thousand.

Impairment loss on trade receivables and other assets

Impairment losses on trade receivables and other assets in 2023 totalled EUR 2,072 thousand, compared to EUR 1,685 thousand in 2022. The incidence of impairment losses on turnover was approximately 0.3%, in line with the natural trend of the Group.

EBIT

As a result of the above, the Group's operating profit for 2023 was EUR 19,776 thousand, compared to EUR 21,196 thousand in 2022.

Financial income and financial expense

Net financial income and expense showed a net negative balance of EUR 907 thousand in 2023, compared to EUR 657 thousand in 2022. It should be noted that the figure includes the accounting of financial expense relating to lease liabilities (for EUR 323 thousand).

Financial income includes "bank interest and other income" referring to income deriving from the agreement that the Parent entered into with Banca Intesa Sanpaolo during this year for the transfer of tax receivables.

Income taxes

Income taxes of negative EUR 6,302 thousand were recorded in 2023, compared to negative EUR 6,225 thousand in 2022. The item mainly consists of current taxes of EUR 5,656 thousand, which refer to EUR 1,559 thousand for IRAP and EUR 4,097 thousand for IRES charges, compared to EUR 5,670 thousand in the previous year, which referred to EUR 1,556 thousand for IRAP and EUR 4,114 thousand for IRES charges. For further details, please refer to point 28 of the Notes to the consolidated financial statements.

Net Profit/(Loss) for the year and adjusted Net Profit/(Loss) for the year

As a result of the above, the result for the year showed a net profit of EUR 12,567 thousand in 2023, compared to a net profit of EUR 14,314 thousand in the previous year.

Adjusted net profit for the year, as reported in the following table, amounted to EUR 14,884 thousand in 2023, compared to an adjusted net profit of EUR 15,411 thousand in 2022.

Adjusted Profit (In thousands of EUR)	2023	2022
Profit for the period	12,567	14,314
Costs for services (Charges mainly relating to costs for consultancy and due diligence in relation to acquisitions and costs for professional services for extraordinary regulated market transactions)	1,139	145
Personnel expenses (Personnel reorganisation and extraordinary bonus)	-	709
Other operating expenses (Provision for tax litigation risk)	1,000	-
Amortisation of intangible assets	688	667
Tax effect	(510)	(424)
Adjusted profit for the period	14,884	15,411

Statement of Financial Position

The table below shows the Group's consolidated statement of financial position reclassified on a financial basis as at 31 December 2023, 2022, and 2021.

(In thousands of EUR)		Financial statements for the year ended 31 December				Change in 2023/2022
	2023	% on NIC* or Total sources	2022	% on NIC* or Total sources	2021	Value	%
Intangible assets and goodwill	102,074	57.0%	102,842	60.8%	103,854	(768)	(0.7%)
Property, plant and equipment	3,553	2.0%	3,493	2.1%	3,412	60	1.7%
Right of use for leases	14,007	7.8%	13,838	8.2%	14,818	169	1.2%
Other net non-current assets and liabilities	20,309	11.4%	20,654	12.2%	20,611	(345)	(1.7%)
Total non-current assets/liabilities	139,943	78.2%	140,827	83.3%	142,696	(884)	(0.6%)
Trade receivables	145,020	81.1%	144,584	85.5%	153,040	436	0.3%
Other assets	10,374	5.8%	8,423	5.0%	13,073	1,951	23.2%
Current tax assets	116	0.1%	81	0.0%	354	35	43.2%
Trade payables	(13,494)	(7.5%)	(14,752)	(8.7%)	(14,779)	1,258	(8.5%)
Current employee benefits	(56,882)	(31.8%)	(62,861)	(37.2%)	(63,865)	5,979	(9.5%)
Other liabilities	(41,301)	(23.1%)	(40,879)	(24.2%)	(43,591)	(422)	1.0%
Current tax liabilities	(73)	(0.0%)	(2,512)	(1.5%)	(1,519)	2,439	(97.1%)
Provisions for current risks and charges	(4,779)	(2.7%)	(3,757)	(2.2%)	(4,544)	(1,022)	27.2%
Net working capital	38,981	21.8%	28,327	16.7%	38,168	10,654	37.6%
Total loans - net invested capital	178,924	100.0%	169,154	100.0%	180,864	9,770	5.8%
Equity	141,372	79.0%	141,521	83.7%	134,722	(149)	(0.1%)
Net Financial Indebtedness (NFI)	36,133	20.2%	26,216	15.5%	44,464	9,917	37.8%
Non-current employee benefits	1,419	0.8%	1,417	0.8%	1,678	2	0.1%
Total sources	178,924	100.0%	169,154	100.0%	180,864	9,770	5.8%

* Net Invested Capital

Intangible assets and goodwill

Intangible assets and goodwill totalled EUR 102,074 thousand as at 31 December 2023, compared to EUR 102,842 thousand as at 31 December 2022, and consist primarily of goodwill, customer relations, software and other intangible assets under development and payments on account.

Goodwill, amounting to EUR 99,228 thousand as at 31 December 2023, unchanged from the previous year, is attributable for EUR 45,999 thousand to acquisitions carried out before 2011 and the merger with WM S.r.l. carried out in 2007, for EUR 27,164 thousand to the acquisition and subsequent merger of Metis S.p.A. carried out in 2011, and for EUR 383 thousand to the acquisition of the subsidiary Corium S.r.l. carried out in 2013. Subsequently, the goodwill value increased in relation to the acquisitions of Meritocracy S.r.l. and HC S.r.l., respectively for amounts equal to EUR 288 thousand and EUR 604 thousand. The acquisition of Jobdisabili S.r.l. in January 2020 led to an increase of EUR 169 thousand, and the acquisition of 50.66% of Lyve S.r.l. in November 2020 resulted in an increase of EUR 519 thousand. Finally, following the acquisition of Quanta S.p.A. and its subsidiary Quanta Risorse Umane S.p.A., which took place on 26 May 2021, and consolidated from the financial statements as at 30 June 2021, the value of goodwill increased by EUR 24,100 thousand.

For further information, please refer to note 5 in the Consolidated Financial Statements section of this Annual Report.

Other net non-current assets and liabilities

The item, amounting to EUR 20,309 thousand (EUR 20,645 thousand as at 31 December 2022), mainly includes the net effect deriving from the realignment of the tax value of the goodwill of the Parent, as provided for by Decree Law 104/2020, Article 110, paragraphs 8 and 8-bis, for which EUR 18,948 thousand has been recorded for deferred tax assets as at 31 December 2023. Also included are payables for non-compete agreements of EUR 300 thousand (EUR 600 thousand as at 31 December 2022).

Trade receivables

Trade receivables as at 31 December 2023 amounted to EUR 145,020 thousand, compared to EUR 144,584 thousand as at 31 December 2022. The item is recorded in the consolidated financial statements net of a loss allowance of EUR 7,028 thousand (EUR 7,598 thousand as at 31 December 2022).

As a result of the acquisition of Quanta, trade receivables at fair value were recorded in the financial statements and totally written down by EUR 72 thousand as at 31 December 2023 (EUR 88 thousand as at 31 December 2022).

The days sales outstanding (DSO) granted to customers is 70, compared to 68 F reported as at 31 December 2022.

There are no trade receivables with insurance coverage.

There are no credit risk profiles for related parties.

There are no particular concentrations of trade receivables in specific sectors.

Exposure to the top ten customers' accounts for approximately 18% of total receivables as at 31 December 2023.

Other assets

As at 31 December 2023, other assets amounted to a total of EUR 10,374 thousand, compared to EUR 8,423 thousand as at 31 December 2022, and relate to receivables from Forma.Temp for EUR 3,499 thousand (EUR 2,724 thousand as at 31 December 2022), mainly referring to the reimbursement of the Advance of salary supplement (Anticipazione all'Integrazione Salariale - AIS) paid in advance to contract workers, receivables from the INPS treasury funds for post-employment benefits for EUR 1,829 thousand (EUR 1,574 thousand as at 31 December 2022), prepayments for EUR 1,144 thousand (EUR 1,242 thousand as at 31 December 2022), other disputed receivables for EUR 1,095 thousand relating to a receivable from a former director of Metis S.p.A. for unjustified expenses (unchanged compared to 31 December 2022), receivables from the tax authorities for reimbursements for EUR 1,359 thousand (EUR 152 thousand as at 31 December 2022) and other sundry receivables for EUR 276 thousand (EUR 236 thousand as at 31 December 2022).

The change in the amount due from the INPS treasury fund for post-employment benefits is mainly due to the seasonal nature of contract work, the contracts of which generally terminate prior to the customer companies' closure for the holidays.

Prepayments mainly refer to advance costs entirely recognised during the current year, relating to sponsorships, bank fees and sundry rentals not related to lease agreements.

As at 31 December 2023 there finally remained receivables of EUR 1,172 thousand related to other liabilities covered by a guarantee from the selling party of Quanta S.p.A., for which there is a provision for risks of the same amount (EUR 1,400 thousand as at 31 December 2022). The change compared to 31 December 2022 relates to guaranteed positions as part of the acquisition transaction that were settled during the year.

Trade payables

As at 31 December 2023, trade payables amounted to EUR 13,494 thousand, compared to EUR 14,752 thousand as at 31 December 2022. The main suppliers of the Group are implementing bodies for the organisation of courses for contract workers.

Current employee benefits

As at 31 December 2023, payables for current employee benefits amounted to EUR 56,882 thousand, compared to EUR 62,861 thousand as at 31 December 2022. The item mainly refers to payables for salaries and compensation due to contract workers and company employees, in addition to the payable for post-employment benefits due to contract workers. The decrease is mainly due to the decrease in volumes compared to the previous year.

Given the nature of business carried out by the Group and the average duration of employment contracts with contract workers, employee benefits represented by the post-employment benefits of contract workers are paid periodically and were consequently regarded as current liabilities. Therefore, there was no need to make any actuarial valuation and the liability corresponds to the amount due to contract workers at the end of the contract.

Current tax liabilities

The current tax payable as at 31 December 2023 is equal to EUR 73 thousand and refers to EUR 5 thousand for tax liabilities for IRAP and the residual amount of EUR 68 thousand refers to tax liabilities for IRAP of the subsidiary Seltis Hub S.r.l.

For further details, please refer to point 28 of the Notes to the consolidated financial statements.

Current tax liabilities as at 31 December 2022 amounted to EUR 2,512 thousand and referred to EUR 717 thousand for the third instalment of the substitute tax pursuant to Decree Law 104/2020, Article 110, paragraphs 8 and 8-bis (for further details, see Note 28), EUR 1,253 thousand to the tax authorities for IRES tax consolidation and EUR 533 thousand to the tax authorities for IRAP. The rest, amounting to EUR 9 thousand, referred to the tax liability for IRAP for the subsidiary Lyve S.r.l.

Other current liabilities

As at 31 December 2023, other liabilities amounted to EUR 41,301 thousand, compared to EUR 40,879 thousand as at 31 December 2022. The item mainly relates to social security charges payable for EUR 22,256 thousand (EUR 25,872 thousand as at 31 December 2022) and tax payables mainly in respect of employee withholding taxes for the amount of EUR 15,140 thousand (EUR 11,408 thousand as at 31 December 2022). In addition, the item includes payables to Forma.Temp for EUR 1,415 thousand (EUR 1,117 thousand as at 31 December 2022) and other liabilities for a total amount of EUR 2,490 thousand (EUR 2,482 thousand as at 31 December 2022), mainly including the valorisation of put-options provided for in the agreements for the purchase of the remaining shares of the subsidiaries.

Equity

As at 31 December 2023, equity amounted to EUR 141,372 thousand, compared to EUR 141,521 thousand as at 31 December 2022. The change in equity recorded between 31 December 2022 and 31 December 2023 is mainly attributable to the distribution of dividends for EUR 6,513 thousand and the change in the reserve for the purchase of treasury shares for EUR 6,670 thousand, in addition to the profit for the period.

Net Financial Indebtedness (NFI)

Net financial indebtedness shows a negative balance of EUR 36,133 thousand as at 31 December 2023, compared to a negative balance of EUR 26,216 thousand as at 31 December 2022.

Below is the net financial indebtedness of the Group as at 31 December 2023, 2022 and 2021, calculated in accordance with the Guidelines on disclosure requirements published by ESMA on 4 March 2021 and CONSOB Call to attention no. 5/21 of 29 April 2021.

(In thousands of EUR)		Financial statements for the year ended 31 December	2023 vs 2022 Change
		2023	2022	2021	Value	%
A	Cash	31	46	38	(15)	(32.6%)
B	Cash and cash equivalents	7,921	10,244	16,830	(2,323)	(22.7%)
C	Other current financial assets	2,672	3,095	-	(423)	(13.7%)
D	Cash and cash equivalents (A+B+C)	10,624	13,385	16,868	(2,761)	(20.6%)
E	Current financial debt	(19,308)	(22,831)	(37,025)	3,523	(15.4%)
F	Current portion of non-current financial debt	(3,827)	(4,025)	(4,311)	198	(4.9%)
G	Current financial indebtedness (E+F)	(23,135)	(26,856)	(41,336)	3,721	(13.9%)
	H Net current financial indebtedness (G+D)	(12,511)	(13,471)	(24,468)	960	(7.1%)
I	Non-current financial debt	(23,622)	(12,745)	(19,997)	(10,877)	85.3%

J	Debt instruments	-	-	-	-	-
K	Trade payables and other non-current liabilities	-	-	-	-	-
L	Non-current financial indebtedness (I+J+K)	(23,622)	(12,745)	(19,997)	(10,877)	85.3%
	M Total financial indebtedness (H+L)	(36,133)	(26,216)	(44,464)	(9,917)	37.8%

Other current financial assets of EUR 2,672 thousand refers to receivables from factoring companies referring to trade receivables assigned as at 31 December 2023, for which the Group has not requested early settlement. Net financial indebtedness showed a negative balance of EUR 36,133 thousand as at 31 December 2023. Net of lease liabilities, the net financial indebtedness would have been a negative EUR 22.086 thousand.

Contingent liabilities

The Group is a party to pending disputes and lawsuits. Based on the opinion of legal and tax advisors, the Directors do not expect that the outcome of these ongoing actions will have a significant effect on the financial position of the Group, in addition to that already allocated in the financial statements. Specifically:

• During 2020, Quanta S.p.A., now merged by incorporation into Openjobmetis S.p.A. as of 1 January 2022, received a questionnaire from the Italian Tax Authorities concerning the VAT treatment of the financed professional training activities, intended for contract workers in 2015, 2016 and 2017.

On 30 November 2020, the Italian Tax Authorities communicated assessment notice no. TMB067O00388/2020, concerning the alleged non-deductibility of VAT for the year 2015, equal to EUR 592,801.18, on training services financed through the Forma.Temp fund, which, based on their reconstruction, would instead be subject to the application of the VAT exemption pursuant to Article 10, paragraph 1, no. 20 of Presidential Decree 633/72, in addition to penalties and interest.

On 28 April 2021, Quanta S.p.A. filed an appeal with a petition for discussion at a public hearing, which was discussed in the Tax Commission on 15 March 2022, who, in a decision handed down on 18 October 2022, acknowledged the merits of the Company's reasons set forth and granted its appeal.

On 13 April 2023, the Italian Tax Authorities filed an appeal against the ruling of the First Instance Commission, whose second instance hearing was held on 4 December 2023; the Tax Court, in a judgment filed on 17 January 2024, upheld the appeal filed by the Italian Tax Authorities, which requested the payment of the tax and related interest totalling EUR 779,777.56, while confirming the cancellation of the penalties imposed.

Openjobmetis S.p.A. will proceed with the submission of the appeal to the Court of Cassation within the terms established by law and the application for the suspension of the enforceability of the ruling to the Second Instance Tax Court.

• On 28 October 2021, the Italian Tax Authorities communicated an assessment notice no. TMB067O00227/2021 for 2016 with the same requirements as the previous one, for EUR 595,569.72. On 22 December 2021, Quanta S.p.A. served an appeal with a petition for discussion at a public hearing, which was discussed in the Tax Commission on 21 June 2022, who in a decision handed down on 18 October 2022, acknowledged the merits of the Company's reasons set forth and granted its appeal.

On 20 March 2023, the Italian Tax Authorities filed an appeal against the ruling of the First Instance Commission. Following the second instance hearing held on 20 September 2023, with a ruling filed on 28 September 2023 the validity of the Company's arguments was also recognised in that case. It is not excluded that the Italian Tax Authorities may appeal to the Court of Cassation against the ruling of the Second Instance Commission.

• On 11 April 2022, the Italian Tax Authorities served an additional assessment notice no. TMB061T00096/2022 for 2017 to Openjobmetis S.p.A., as the incorporator of Quanta S.p.A., with the same requirements as the previous ones, for EUR 572,322.77. On 9 June 2022, the Company filed an appeal with a request for discussion at a public hearing on 17 January 2023, which, in a ruling handed down on 8 August 2023, acknowledged the merits of the Company's reasons set forth and granted its appeal.

The Parent, following the rejection of the application for the suspension of the provisional collection pending the proceedings and in accordance with current legislation, had paid EUR 190,774.26, plus interest, simultaneously recognising a receivable from the tax authorities in the same amount. On 19 February 2024, the Italian Tax Authorities filed an appeal with a request for discussion at a public hearing, against which the Company will appear before the court within the terms established by law.

• On 11 March 2024, the Parent, as the merging entity company of Quanta SpA, received an invitation from the Italian Tax Authorities with reference to the VAT treatment on professional training services for the annuity 2018; the Parent will respond within the terms provided for by the Law.

Pursuant to the contractual agreements in place, the seller of Quanta S.p.A., FDQ S.r.l., has issued a specific guarantee to cover any liability that may arise in relation to assessment notices concerning the undue deduction of VAT for the year 2015 and onward until 2020.

• In 2021, the Italian Tax Authorities - Regional Lombardy Division - Office of Major Taxpayers, initiated a tax audit activity against the Parent, Openjobmetis S.p.A., with reference to the 2016 and 2017 tax periods.

The audit concerned the VAT treatment of financed professional training received by the Company in its capacity as client, aimed at contract workers.

On 23 December 2021, the Italian Tax Authorities communicated assessment notice no. TMB061T00556/2021, concerning the alleged non-deductibility of VAT for the year 2017, equal to EUR 2,727,981.88, on training services financed through the Forma.Temp fund, which, based on their reconstruction, would instead be subject to the application of the VAT exemption pursuant to Article 10, paragraph 1, no. 20 of Presidential Decree 633/72, in addition to penalties and interest. On 21 May 2022, the Company filed an appeal with a petition for discussion at a public hearing held subsequently on 29 November 2022, following which the Tax Commission handed down a favourable ruling on 3 January 2023, acknowledging the merits of the reasons set out in the appeal. On 28 March 2023, the Italian Tax Authorities filed an appeal against the ruling of the First Instance Commission.

On 9 October 2023, the second instance hearing was held, the ruling of which was filed on 27 October 2023. On that basis, the Italian Tax Authorities asked the Company to pay the tax and related interest for a total of EUR 3,342,244.12; with the above-mentioned ruling, the Tax Court partially accepted the appeal filed by the Italian Tax Authorities, while also recognising a regulatory uncertainty so as to order the total cancellation of the administrative sanctions against the Company.

Openjobmetis S.p.A. challenged this negative ruling before the Court of Cassation by means of an appeal filed on 5 February 2024; the Company will also proceed to file a petition to suspend the enforceability of the aforementioned ruling within the terms provided by law.

• On 13 October 2022, the Italian Tax Authorities communicated assessment notice no. TMB061T00552/2021, concerning the alleged non-deductibility of VAT for the year 2016, amounting to EUR 2,072,364.00 with the same assumptions applied with reference to the year 2017.

On 12 March 2023, the Company filed an appeal with a petition for discussion at a public hearing held subsequently on 19 September 2023, following which the Tax Commission handed down a favourable ruling on 1 December 2023, acknowledging the merits of the reasons set out in the appeal.

On 16 June 2023, the Company, following the rejection of the application for the suspension of the provisional collection pending the proceedings and in accordance with current legislation, had paid EUR 690,788.00, plus interest, simultaneously recognising a receivable from the tax authorities in the same amount.

It is not excluded that the Italian Tax Authorities may appeal against the first instance ruling.

Openjobmetis S.p.A., after consulting its advisors, believes that it has various reasons to support its actions and the actions of Quanta, for which it has taken over all legal relations and obligations following the merger by incorporation carried out on 1 January 2022 and stresses its firm opposition to the objections raised by the Italian Tax Authorities and its willingness to proceed with litigation to the extent necessary for the recognition of its reasons.

Given the degree of uncertainty of the issue in question, the Parent in any case has requested an opinion from an independent third-party professional, who has confirmed the assessments made by the Group's advisors.

The objections raised by the Italian Tax Authorities are part of a line of argument that has, to date, involved various Employment Agencies; consequently, the publication of new case law potentially favourable to the Company's defence cannot be ruled out in the coming months. To protect the interests of the category, associations representing Employment Agencies intervened, supporting initiatives directed at the competent institutional venues, including the complaint before the European Commission. Therefore, a favourable legislative intervention should not be excluded.

• The subsidiary Openjob Consulting S.r.l., at an event held in Perugia, underwent a tax inspection by the competent Local Labour Office that led to the preparation of a report which alleged violations concerning forms of contract used on this occasion with consequent possible administrative sanctions. In September 2018, an order was issued by the Local Labour Inspectorate of Perugia, which in June 2019 was the subject of a settlement agreement following which approximately EUR 29 thousand was paid in settlement of any claims. Following the aforementioned report, INPS also issued a charge notice, which was subsequently effectively suspended by the Labour Court of Perugia, declaring its lack of local

jurisdiction in favour of the Court of Varese, and is to date still pending an outcome; a possible settlement agreement in terms similar to that concluded with the Labour Inspectorate of Perugia is not excluded.

Also in light of the above, the Group believes that it has adequate grounds for its actions and therefore it is not expected that the outcome of such actions will have any effect on the Group's financial position beyond that which is already reflected in the financial statements.

Operating performance and results of the Parent Openjobmetis S.p.A.

Analysis of the operating performance of Openjobmetis S.p.A. for the year 2023

Revenue from sales for 2023 came to EUR 703.3 million, compared to EUR 727.1 million in the previous year. In 2023, operating profit (or EBIT, earnings before financial income/expenses and taxes) amounted to EUR 12.7 million (EUR 11.7 million in 2022). Net profit was EUR 13.6 million compared to EUR 11.7 million in 2022. The Parent's income statements for the years 2023 and 2022 are shown in the table below.

(Amounts in EUR)	Financial statements for the year ended 31 December		Change in 2023/2022
	2023	% of Revenue	2022	% of Revenue	Value	%
Revenue	703,285,323	100.0%	727,095,252	100.0%	(23,809,929)	(3.3%)
Cost of contract work and outsourcing	(622,859,986)	(88.6%)	(648,081,722)	(88.9%)	25,221,736	(3.9%)
First contribution margin	80,425,337	11.4%	79,013,530	11.1%	1,411,807	1.8%
Other income	14,737,152	2.1%	14,483,983	2.0%	253,169	1.7%
Personnel expenses	(36,871,910)	(5.2%)	(35,375,447)	(5.0%)	(1,496,463)	4.2%
Cost of raw materials and consumables	(188,863)	(0.0%)	(176,158)	(0.0%)	(12,705)	7.2%
Costs for services	(35,878,386)	(5.1%)	(35,027,072)	(5.0%)	(851,314)	2.4%
Other operating expenses	(1,772,672)	(0.3%)	(734,672)	(0.1%)	(1,038,000)	141.3%
EBITDA	20,450,658	2.9%	22,184,164	3.0%	(1,733,506)	(7.8%)
Provisions and impairment losses	(1,950,000)	(0.3%)	(1,585,000)	(0.2%)	(365,000)	23.0%
Amortisation, depreciation and impairment losses	(5,175,168)	(0.7%)	(8,229,710)	(0.7%)	3,054,542	(37.1%)
EBITA	13,325,490	1.9%	12,369,454	2.1%	956,036	7.7%
Amortisation of intangible assets21	(672,771)	(0.1%)	(651,812)	(0.0%)	(20,959)	3.2%
EBIT	12,652,719	1.8%	11,717,642	2.1%	935,077	8.0%
Financial income	7,499,756	1.1%	4,944,673	0.2%	2,555,083	51.7%
Financial expense	(2,312,572)	(0.3%)	(627,894)	(0.1%)	(1,684,678)	268.3%
Profit (loss) before taxes	17,839,903	2.5%	16,034,421	2.2%	1,805,482	11.3%
Income taxes	(4,230,447)	(0.6%)	(4,328,010)	(0.5%)	97,563	(2.3%)
Profit (loss) for the year	13,609,456	1.9%	11,706,411	1.7%	1,903,045	16.3%

²¹Amortisation of intangible assets included in the balance of "Intangible assets and goodwill" (amortisation of customer relations, non-compete agreement signed as part of the acquisition of "Quanta" and other sundry assets) has been represented separately from the total of "Amortisation".

The table below provides a breakdown of the costs that have been adjusted for the purposes of determining the Alternative Performance Indicators (APIs).

(In EUR)		2023	2022
Costs for services	Charges mainly relating to costs for consultancy and due diligence in relation to acquisitions and costs for professional services for regulated market transactions	1,139,498	141,559
Personnel Costs for personnel reorganisation and expenses extraordinary bonus		-	709,000
Other operating expenses	Provision for tax litigation risk	1,000,000	-
Total		2,139,498	850,559
Amortisation	Amortisation of customer relations and non compete agreements included in intangible assets and goodwill	672,771	651,812
Total costs		2,812,269	1,502,371
Tax effect		(505,623)	(419,162)
Total impact on the Income Statement		2,306,646	1,083,209

In 2023, charges mainly related to costs for consultancy and due diligence in connection with acquisitions and costs for professional services for regulated market transactions amounted to EUR 1,139,498 thousand, while the provision for tax litigation risk amounted to EUR 1,000,000. Amortisation of intangible assets includes the amortisation of the non-compete agreement for EUR 300,000 and the amortisation of customer relations for EUR 351,812 recorded in the financial statements following the "Quanta" transaction in 2021 and other minor costs for EUR 20,959. This resulted in an adjusted Net Profit of EUR 15,916,102, considering a negative tax effect of EUR 505,623.