2024Financial Report

	Contents	2
	Key economic, equity and financial data6
	Orsero S.p.A. corporate information8
	Composition of Orsero S.p.A. corporate bodies9
	Group Structure 10
	Alternative performance indicators 10
	Directors' Report on Operations 12
	Significant events during the year 13
	Analysis of the economic and financial situation of Orsero Group 17
	Commentary on performance of the business segments 23
	Analysis of the economic and financial situation of the Parent Company Orsero26
	Risk profiles of the business, control systems, environment27
	Other information 37
	Financial Statements as at December 31, 2024 of Orsero S.p.A. - Proposed resolution44
	Orsero Consolidated Sustainability Statement as of December 31, 2024 45
	Contents 45
1.	General information 46
	Basis for preparation46
	Governance47
	Strategy52
	Impact, risk and opportunity management 57
2.	Environmental information 79
	Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)79
	ESRS E1 - Climate Change 83
	ESRS E3 - Water and marine resources 91
	ESRS E4 - Biodiversity and ecosystems93
	ESRS E5 - Resource use and circular economy 97
3.	Social information 104
	ESRS S1 – Own workforce104
	ESRS S2 - Workers in the value chain 115
	ESRS S3 - Affected Communities119
	ESRS S4 - Consumers and end-users 122
4.	Governance information 126
	ESRS G1 - Business conduct 126
	Consolidated Financial Statements as at December 31, 2024 131 Consolidated financial statements 132
	Certification of the Consolidated Financial Statements pursuant to Article 81-ter of Consob
	Regulation no. 11971 of May 14, 1999, as amended 138

	Certification of the Sustainability Statement pursuant to Art. 81-ter, paragraph 1, of Consob
	Regulation no. 11971 of May 14, 1999, as subsequently amended and supplemented 139
	Notes to the Consolidated Financial Statements as at December 31, 2024 140
	Valuation criteria 149
	Other information 164

Accounting standards, amendments and IFRS interpretations applied from January 1, 2024 170
Accounting standards, IFRS and IFRIC amendments and interpretations published, but not yet
adopted by the European Union at December 31, 2024171
Notes - disclosures on the statement of financial position and the income statement 172
Independent Auditor's Report on the Consolidated Financial Statements 223
Independent Auditor's Report on the Limited Review of the Consolidated
Sustainability Statement 230
Separate Financial Statements as at December 31, 2024 235
Parent Company Financial Statements236
Certification of the Separate Financial Statements pursuant to Art. 81-ter of Consob Regulation
no. 11971 of May 14, 1999, as subsequently amended and supplemented 241
Notes to the Financial Statements as at December 31, 2024242
Valuation criteria243
Notes - disclosures on the statement of financial position and the income statement 259
Independent Auditor's Report on the Separate Financial Statements 297
Board of Statutory Auditors' Report 304

Key economic, equity and financial data

Economic data:

Thousands of €	12.31.2024	12.31.2023
Net sales	1,571,270	1,540,813
Adjusted EBITDA	83,690	107,114
% Adjusted EBITDA	5,33%	6,95%
Adjusted EBIT	48,698	72,780
EBIT	44,018	64,931
Profit/loss for the period	27,680	48,129
Profit/loss attributable to non-controlling interests	875	853
Profit/loss attributable to Owners of Parent	26,805	47,276
Adjusted profit/loss for the period	31,509	53,952

Equity data:

Thousands of €	12.31.2024	12.31.2023
Net Invested Capital	367,566	366,365
Capital and reserves attributable to Parent Company	254,708	236,800
Non-Controlling Interest	1,692	1,724
Total Shareholders' Equity	256,400	238,523
Net Financial Position	111,165	127,842

Main indicators:

	12.31.2024	12.31.2023
ROE Group	11.76%	24.94%
ROI	13.25%	19.87%
Net Financial Position/Total Shareholders' Equity	0.43	0.54
Net Financial Position/Adjusted EBITDA	1.33	1.19
Main indicators without IFRS 16 effect
Net Financial Position/Total Shareholders' Equity	0.21	0.28
Net Financial Position/Adjusted EBITDA	0.83	0.74

Cash flow data:

Thousands of €	12.31.2024	12.31.2023
Profit/loss for the period	27,680	48,129
Cash flow from operating activities	49,926	75,169
Cash flow from investing activities	(27,252)	(63,102)
Cash flow from financing activities	(27,376)	9,166
Increase/decrease in cash and cash equivalent	(4,703)	21,233
Net cash and cash equivalents, at beginning of the period	90,062	68,830
Net cash and cash equivalents, at end of the period	85,360	90,062

ESEF Financial Statements

The Group has prepared the consolidated financial statements as at December 31, 2024 in the single electronic reporting format (ESEF) by applying the provisions of Delegated Regulation (EU) 2019/815 endorsed by the legislature with Italian Law no. 21 of February 26, 2021, which converted Italian Decree Law 183/2020 ("Milleproroghe" Decree).

Orsero S.p.A. corporate information

Registered Office:

Orsero S.p.A. Via Vezza D'Oglio 7, 20139 Milan, Italy

Legal data:

Share capital (Euro): 69,163,340 No. of ordinary shares with no par value: 17,682,500 Tax ID and Milan Register of Companies enrollment no.: 09160710969 Milan Chamber of Commerce enrollment no. R.E.A. 2072677 Company website www.orserogroup.it

Composition of Orsero S.p.A. corporate bodies

Orsero S.p.A., Parent Company of the Orsero Group, adopted the "traditional system" of management and control.

Board of Directors1:

Paolo Prudenziati Non-Executive Chair Carlos Fernández Ruiz Director Armando Rodolfo de Sanna2 Independent Director Vera Tagliaferri2 Independent Director Laura Soifer2 Independent Director Costanza Musso2 Independent Director Elia Kuhnreich2 3 Independent Director

Raffaella Orsero Deputy Chair, Chief Executive Officer (CEO) Matteo Colombini Chief Executive Officer (Co-CEO, CFO) Riccardo Manfrini2 3 Independent Director

Board of Statutory Auditors4:

Lucia Foti Belligambi5 Chair Michele Paolillo Statutory Auditor Marco Rizzi Statutory Auditor Monia Cascone Alternate Auditor Paolo Rovella Alternate Auditor

Control and Risks Committee6:

Vera Tagliaferri Chair Armando Rodolfo de Sanna Member Riccardo Manfrini Member

Remuneration and Appointments Committee6:

Armando Rodolfo de Sanna Chair Elia Kuhnreich Member Paolo Prudenziati Member

Related Parties Committee6:

Laura Soifer	Chair
Riccardo Manfrini	Member
Costanza Musso	Member

Sustainability Committee6:

Costanza Musso Chair Laura Soifer Member Vera Tagliaferri Member

Independent Auditors:

KPMG S.p.A.

¹ The Board of Directors, consisting of ten members, was appointed by the Shareholders' Meeting on April 26, 2023 and shall remain in office until the date of approval of the financial statements at December 31, 2025.

² Declared, on submission of the list for the appointment of the Board of Directors, that he/she meets the established independence requirements.

³ Taken from the list submitted jointly by funds managed by Praude Asset Management Limited.

⁴ The Board of Statutory Auditors, consisting of three statutory auditors and two alternates, was appointed by the Shareholders' Meeting on April 26, 2023 and shall remain in office until the date of approval of the financial statements as at December 31, 2025.

⁵ Taken from the list submitted by First Capital S.p.A.

⁶ The members of the Remuneration and Appointments, Related Parties and Control, Risks and Sustainability committees were appointed by the Board of Directors on May 5, 2023 and shall remain in office until the date of approval of the financial statements at December 31, 2025.

Group Structure

Summary representation of the Group. For a complete list of Group companies, please refer to the paragraph "Consolidation policies and scope of consolidation" of the Notes.

Alternative performance indicators

In this annual financial report, certain economic/financial indicators are presented and analyzed that are not defined as accounting measures by IAS-IFRS, but which make it possible to discuss the Group's business. These figures, explained below, are used to comment on the performance of the Group's business in the sections "Key economic, equity and financial data", "Directors' Report on Operations" and in the "Notes", in compliance with the provisions of the Consob Communication of July 28, 2006 (DEM 6064293) and subsequent amendments and supplements (Consob Communication no. 0092543 of December 3, 2015 implementing the ESMA/2015/1415 guidelines).

The alternative performance indicators listed below should be used as a supplement to those provided in accordance with IAS-IFRS to assist users of the financial report in better understanding the Group's economic, equity and financial performance. It should be emphasized that the criterion used by the Group may not be the same as that adopted by other groups and thus the figure obtained may not be comparable with that determined by these other groups.

The definitions of the alternative performance indicators used in the Annual Report are as follows: EBIT: the operating result.

Adjusted EBITDA: the operating result (EBIT) including depreciation, amortization, and provisions, however excluding non-recurring costs/income and costs related to Top Management incentives.

Adjusted EBIT: the operating result excluding non-recurring costs/income and costs related to Top Management incentives.

Adjusted profit/loss for the period: used for a comparison in terms of total consolidated result, represents the profit/loss net of non-recurring income and expense, inclusive of the relative taxes. As such, this indicator provides useful and immediate information on the profit trends for the year without considering non-recurring components.

Fixed assets: calculated as the algebraic sum of the following items: goodwill, intangible assets other than goodwill, property, plant and equipment, investments accounted for according to the equity method, noncurrent financial assets, deferred tax assets. Any fair value of hedging derivatives included in the item "noncurrent financial assets" should be excluded from these items.

Commercial net working capital: calculated as the algebraic sum of inventories, trade receivables and trade payables.

Other receivables and payables: the algebraic sum of the following items: current tax assets, other receivables and other current assets, non-current assets held for sale, other non-current liabilities, deferred tax liabilities, provisions, employee benefits liabilities, current tax liabilities, other current liabilities and liabilities directly associated with non-current assets held for sale. Any fair value of hedging derivatives and current financial assets included in the item "other receivables and other current assets" should be excluded from these items.

Net working capital: is calculated as the algebraic sum of commercial net working capital and other receivables and payables.

Net invested capital (NIC): calculated as the algebraic sum of commercial net working capital, fixed assets, and other receivables and other payables, as defined above. This indicator represents the capital "Requirements" necessary for the company's operation at the reporting date, financed through the two components, Capital (Shareholders' Equity) and Third-party Funds (Net Financial Position).

Net financial position (NFP), or also "Total Financial Indebtedness" in the ESMA definition: calculated as the algebraic sum of the following items: cash and cash equivalents, non-current/current financial liabilities, which also include payables associated with acquisition prices still to be paid and the positive/negative fair value of hedging derivatives and current financial assets recorded under the item "other receivables and other current assets".

ROI: calculated as the ratio between Adjusted EBIT and Net invested capital.

Group ROE: calculated as the ratio between the profit/loss attributable to the Owners of Parent company and the shareholders' equity attributable to the Owners of Parent net of the profit for the year.

DIRECTORS' REPORT ON OPERATIONS

Significant events during the year

The following are the most significant events that took place during 2024, consisting mainly of (i) the approval of the FY 2024 Expected Results Guidance, (ii) the resolutions of the Shareholders' Meeting on April 29 regarding the distribution of the dividend on the 2023 result and the approval of the 2024 Remuneration Policy, and (iii) the initiation of a share buyback program.

Group management and the Board of Directors constantly monitor the economic and macroeconomic environment, which is still heavily influenced by the macroeconomic effects still deriving from the conflicts in Ukraine and the Middle East, in order to assess the best business strategies to handle changing and volatile market scenarios in a timely and effective manner.

Macroeconomic situation

As specified by the European Economic Forecast published in November 2024 (Autumn Forecast 2024), after prolonged and extensive stagnation, the EU economy resumed growth in the first quarter of this year. As predicted in the spring, the expansion continued at a subdued but steady pace throughout the second and third quarters amid a further reduction in inflationary pressures. The conditions for a slight acceleration in domestic demand appear to be in place, despite increased uncertainty. The Autumn Forecast predicts real GDP growth in 2024 of 0.9% in the EU and 0.8% in the Eurozone. For the EU, this is a decline of 0.1 percentage point from the previous forecast, while it is unchanged for the Eurozone. In the EU, growth is expected to rise to 1.5% in 2025, as consumption is shifting gears and investment is expected to recover from the contraction recorded in 2024. In 2026, economic activity is expected to expand by 1.8%, thanks to the continued expansion of demand. Growth in the Eurozone is expected to follow similar trends and reach 1.3% in 2025 and 1.6% in 2026. The disinflationary process that began in late 2022 continued during the summer. Despite a slight recovery in October, largely driven by energy prices, overall inflation in the Eurozone is expected to decline by more than half in 2024, from 5.4% in 2023 to 2.4%, before falling more gradually to 2.1% in 2025 and 1.9% in 2026. In the EU, the disinflation process will be even sharper in 2024, with overall inflation falling to 2.6%, from 6.4% in 2023, and continuing to decline to 2.4% in 2025 and 2.0% in 2026.

Household disposable income continued to grow at a strong pace in the first half of the year, thanks to the expansion of employment and the continued recovery of real wages. By mid-year, salary buying power had recovered nearly half of the loss caused by high inflation.

In the second quarter of 2024, the household savings rate stood at 14.8%, above expectations and more than 3 percentage points above the pre-pandemic long-term average. At the same time, investments declined, contracting by more than 2.5% in the first half of the year. More than half of the contraction was due to oneoff transactions on intellectual property products. However, net of this volatile component, the contraction was deep and broad across all asset categories. High uncertainty is estimated to have weighed on consumption and especially investment. The recovery of global trade in goods and the continued expansion of trade in services boosted exports of goods and services by 0.5% in the first half of the year. Import growth was significantly lower, so net external demand contributed positively to growth. Consumption is estimated to have strengthened in the third quarter, while investment contracted further.

Concerns about OPEC+ production cuts and the escalating conflict in the Middle East have driven the recent volatility in Brent oil prices. However, their gradual decline over the summer put average annual oil futures prices on a downward path throughout the forecast horizon, driven downward by expectations of weak global oil demand, especially in China, and increased production by OPEC+ and the United States. Compared with the Spring Forecast, at the

forecast closing date, oil futures prices were 7% and 10% lower in 2024 and 2025, respectively. Meanwhile, gas prices have increased since the spring and are expected to be higher than assumed in the Spring Forecast in both 2024 and 2025, while wholesale electricity prices are expected to be slightly higher in 2024 but lower in 2025.

After the strong deflationary impact of energy inflation wore off, consumer inflation moved broadly sideways in the early months of the year. It resumed its decline in August, under renewed downward pressure from energy and the continued moderation of non-energy inflation. Inflation in the Eurozone fell to 1.7% in September before rising to 2% in October, thanks to higher oil prices and strong base effects that lifted energy inflation again. Despite a certain expected volatility caused by base effects and expiring energy support measures, the disinflationary process appears to be firmly underway. Energy inflation is projected to make a negligible contribution to overall inflation, despite a slight recovery in 2026. Pressures on non-energy prices are expected to moderate further, with non-energy food and industrial goods inflation stabilizing around historical averages by the end of the forecast horizon. Importantly, strong inflationary pressures in services are expected to remain strong until early 2025 and then begin to moderate as wage growth slows and productivity is expected to recover, supported by negative base effects.

In October, the European Central Bank cut the rate for the third time since the start of the easing cycle that began in May. As of the closing date of this forecast, markets were pricing the Eurozone deposit rate below 3% by the end of the year. By the end of 2025, the rate is expected to fall further to around 2%, roughly 60 basis points lower than projected in the spring, and stabilize around this level for the remainder of the forecast horizon. Most central banks of non-Eurozone member states are also expected to loosen their monetary stance, with somewhat more pronounced cuts in Poland and especially Romania. Long-term rates in the Eurozone (10-year) have fallen in recent months, but far less than short-term rates. They are now expected to remain slightly above 2% over the forecast horizon, and the downward adjustment since spring largely reflects lower inflation expectations. Meanwhile, bank credit data in the Eurozone are showing signs of recovery. Net loans are expanding again but remain weak in nominal terms. Demand for home loans is recovering and credit standards are loosening. For businesses, credit standards have not yet started to ease, but in the final quarter they stopped tightening, heralding a turnaround in credit flows.

The EU labor market held up well in the first half of 2024. The economy generated jobs for 750,000 people. This brings the number of newly employed since the beginning of the pandemic (2019-Q4) to as many as 8 million, mainly benefiting women, older workers and foreign-born job seekers. However, the pace of employment growth has slowed, and the intensity of employment growth seems to be normalizing gradually. Although still tight by historical standards, the EU labor market has begun to loosen, with the job vacancy rate approaching its pre-pandemic level and the business executive labor shortage easing further, especially in industry. however, growth in labor demand has continued to outpace supply growth. In October, the EU unemployment rate reached a new record low of 5.9%. Employment growth is set to slow from 0.8% in 2024 to 0.5% in 2026. After a contraction in 2023, productivity is expected to stagnate in 2024. A cyclical recovery is then expected in 2025, with further strengthening in 2026. However, productivity growth is likely to remain subdued.

After peaking in 2023 (6.1%), wage growth in the EU is still expected to record a strong pace in 2024 (4.9%). Thereafter, it is expected to slow sharply to 3.5% and 3% in 2025 and 2026, respectively. However, wage growth will be sufficiently higher than inflation to allow for the full recovery of real wages by next year in the EU and the following year in the Eurozone.

As inflation continues to decline, household real disposable income is projected to grow further in both 2025 and 2026. Thanks to strong budgets, reduced incentives to save and improved credit conditions, the households savings rate is expected to gradually reduce to 14% in 2026. Thus, consumption growth is expected to accelerate throughout the forecast horizon.

Global economic activity held up well in the first half of the year, mainly due to the recovery of activity in the United States. Excluding the EU, global growth is expected to remain around 3.5% over the forecast horizon. This figure is broadly in line with last spring's projections. As demand for goods picks up and the manufacturing sector recovers, global trade in goods is expected to continue to grow in the second half of 2024. Global trade in services is expected to continue to expand at a rapid pace, driven by tourism and digital services. Overall, global trade excluding the EU is expected to expand by 3.2% in 2024 and accelerate to 3.5% in 2025 before falling to 3.2% in 2026.

After essentially flat annual growth in goods exports in 2024, goods exports are expected to accelerate in 2025 and 2026. Data for the first half of the year show that service exports are set to perform strongly this year, bringing the projected growth of aggregate exports to 1.4% in 2024. In 2025 and 2026, service exports are projected to grow at about the same rate as goods exports as the recovery trend in global travel spending subsides. After substantially stagnating this year, imports of goods and services in 2025 and 2026 are expected to recover sharply. As a result, after supporting real GDP growth in 2024, net exports are no longer expected to contribute to growth in 2025 and 2026. The surplus in the current account balance with the rest of the world is set to decline from 3.6% in 2024 to 3.4% in 2025 and 3.3% in 2026 as the improvement in the terms of trade comes to a halt.

In this context, the Group's activities have not - at least so far - been affected to any significant extent that would cause a business disruption, both because of the absence of direct relations with the countries in conflict and because of the nature of its business related to the marketing of staple food products, without, therefore, significantly impacting the Group's profitability nor casting doubt over the assumption of the company acting as a going concern or the success of the activities with respect to management's forecasts. The Group's management carefully monitors operations from the financial, commercial and organizational perspectives, including treasury situations relating to the collection of receivables from customers.

Following the U.S. elections and the protectionist policies announced by the new U.S. administration, there could be possible penalizations of countries with higher trade exposure to the U.S., like many European Union countries, with resulting impacts on net exports and economic growth expectations. This factor, as well as the highly uncertain and changing international environment, could significantly alter all of the forecasts provided above.

FY 2024 Guidance

On February 6, 2024, the Board of Directors, based on the approved Budget projections for this financial year, announced to the financial market and made available on the corporate website its FY 2024 Guidance with reference to the key economic and financial indicators, in continuity with what was done for the previous financial years, in order to ensure increasingly smooth and effective communications with Group stakeholders. In view of the Strategic Sustainability Plan, the Board of Directors also communicated ESG targets for the current tax year to the financial market. Implementation of the Strategic Plan and achievement of goals will also be monitored through the Sustainability Committee.

Distribution of the ordinary dividend

held by the company, for a total dividend of Euro 10,158 thousand. The ex-dividend date was May 13, 2024, the record date was May 14 and payments began on May 15, 2024.

Resolution on the Remuneration Policy

The Shareholders' Meeting of April 29, 2024 approved with a binding vote the 2024 Remuneration Policy (Section I) pursuant to Article 123-ter, paragraphs 3-bis and 3-ter of the Consolidated Law on Finance and with an advisory vote pursuant to Article 123-ter, paragraph 6 of the Consolidated Law on Finance the Remuneration Report (Section II) on the compensation paid in 2023.

Authorization to purchase and dispose of treasury shares

On June 17, 2024, Orsero initiated a share buyback program, which ended on July 11, 2024 and resulted in the purchase of a total of 80,720 treasury shares, of which 48,369 in June and 32,351 in July, at an average price of Euro 12.5349 and for a total value of Euro 1,012 thousand (including commissions).

At the date of approval of this report, Orsero holds 833,857 treasury shares, equal to 4.72% of the share capital.

Other significant events during the year

Appointment for the certification and audit of the Consolidated Sustainability Statement

At the Extraordinary Shareholders' Meeting on December 19, 2024, a proposal was approved to provide for the possibility of assigning the certification of compliance of sustainability reporting to a manager other than the Corporate Accounting Reporting Officer, with specific expertise in sustainability reporting and appointed after obtaining the mandatory opinion of the control body. The shareholders' meeting also approved the appointment of the independent auditors KPMG S.p.A. to certify the compliance of the Consolidated Sustainability Statement for the 2024-2026 three-year period.

Investments during the period

During 2024 investments were made in intangible assets other than goodwill and in property, plant and equipment for a total of Euro 38,944 thousand, including Euro 12,267 thousand for "rights of use" pursuant to IFRS 16, primarily connected to the extension of container rental contracts, renewals and the stipulation of new contracts for stands and sales points in European wholesale markets, as well as adjustments to rents due to inflation.

Analysis of the economic and financial situation of Orsero Group

The Separate Financial Statements for Orsero and the Consolidated Financial Statements for Orsero Group as at December 31, 2024 were prepared in accordance with international accounting standards (IAS/IFRS) issued by the International Accounting Standard Board (IASB) and endorsed by the European Union, including all International Financial Reporting Standards (IFRS) and the interpretations of the International Financial Reporting Interpretation Committee (IFRIC) and of the previous Standing Interpretations Committee (SIC). Additionally, in compliance with the provisions issued in implementation of Art. 9 of Italian Legislative Decree no. 38/2005, the indications have been considered as given in Consob Resolution no. 15519 of July 27, 2006, setting out "Provisions on financial statements", Consob Resolution 15520 of July 27, 2006, setting out "Amendments and supplements of the Issuers' Regulation adopted by Resolution no. 11971/99", Consob Communication no. 6064293 of July 28, 2006, setting out "Corporate disclosures required in compliance with Art. 114, paragraph 5 of Italian Legislative Decree no. 58/98", communication DEM/7042270 of May 10, 2007 and Bank of Italy/Consob/Isvap document no. 2 of February 6, 2009.

The disclosure responds to the requests set forth in CONSOB's March 18, 2022 warning notice urging issuers to provide adequate and timely disclosure on the current and foreseeable effects that the conflict in Ukraine is having and/or is expected to have on the economic and financial situation of issuing companies. The disclosure also reflects CONSOB's December 20, 2024 warning notice, concerning climate information to be disclosed in the financial statements, requiring the reporting by Issuers of financial information in their financial statements that is consistent with information provided to the market, particularly in sustainability statements. Issuers are required to provide relevant information that enables investors to appreciate any impacts on accounting estimates of the actions identified within any transition plans and present the assessments that led to the recognition or otherwise of impacts in the financial statements.

This report was prepared in accordance with Art. 2428 of the Italian Civil Code; it provides the most significant information on the economic, equity, and financial situation as well as the performance of Orsero Group, as a whole and in the various sectors in which it operates. For the purpose of preparing the separate and consolidated financial statements, the option was exercised, as granted by current legislation on financial statements, of presenting a single report on operations that accompanies both the separate and consolidated financial statements of the Parent Company ("Orsero"), giving more prominence, unless otherwise indicated, to the phenomena at Group level.

The consolidated financial statements show a profit for the year of Euro 27,680 thousand (at December 31, 2023: Euro 48,129 thousand), of which Euro 26,805 thousand attributable to shareholders of the parent (at December 31, 2023: Euro 47,276 thousand), after depreciation, amortization and provisions for Euro 34,991 thousand (at December 31, 2023: Euro 34,333 thousand), net non-recurring charges (also including LTI incentives) for Euro 4,680 thousand, other income/expenses from investments for Euro 60 thousand (positive) and the pro-rata result of the companies consolidated with the equity method of Euro 2,047 thousand. It should be noted that out of Euro 9,039 thousand in net financial expenses, Euro 4,018 thousand represents net notional expenses.

The Orsero Separate Financial Statements show profit of Euro 13,435 thousand (as at December 31, 2023: profit of Euro 22,165 thousand), after depreciation, amortization and provisions for Euro 810 thousand (as at December 31, 2023: Euro 799 thousand) and accounted for dividends from subsidiaries of Euro 25,886 thousand, the associates of Euro 490 thousand, other expenses from equity investments of Euro 338 thousand and net non-recurring charges for Euro 1,942 thousand (as at December 31, 2023: charges for Euro 2,652 thousand).

Below is a breakdown of the main income statement items, almost all identifiable in the financial statements with the exception of the "Adjusted EBITDA", which is the main performance indicator used by the Group, "Adjusted EBIT" and the "Adjusted profit/loss for the period", defined in the "Alternative performance indicators" section.

It should be noted that all the figures shown include the effects of the application of IFRS 16.

Thousands of €	12.31.2024	12.31.2023
Net Sales	1,571,270	1,540,813
Adjusted EBITDA	83,690	107,114
Adjusted EBIT	48,698	72,780
Operating result (EBIT)	44,018	64,931
Financial income	2,072	1,512
Financial expense and exchange rate differences	(11,111)	(12,457)
Share of profit/loss of associates and joint ventures accounted for using equity method and other investment income/expense	2,107	2,138
Profit/loss before tax	37,086	56,124
Profit/loss for the period	27,680	48,129
Profit/loss attributable to non-controlling interests	875	853
Profit/loss attributable to Owners of Parent	26,805	47,276
Adjusted profit/loss for the period	31,509	53,952

The Group's performance in 2024 was well in line with expectations and was affected as expected by the normalization of the Shipping segment as well as the lower profitability of the Banana product, correction factors that brought the Group's results to a lower level than in the exceptional year 2023, while still maintaining the Group's profitability at "best in class" levels compared to the reference segment. The Shipping segment records good levels of volumes transported and a significant reduction in sea freight rates, which nevertheless remain profitable; there was also a significant impact on the dry container traffic on the back haul route from the Mediterranean to Central American countries. Segment profitability was also affected by the performance in the third quarter of 2024, of periodic 5-year dockside maintenance ("dry docking") on the Cala Pino and Cala Pula vessels, required to maintain the navigation class, resulting in the need to charter an additional vessel for 3 journeys and higher costs incurred than in 2023. The Distribution segment in 2024 was affected by a very uncertain macroeconomic environment also characterized by phenomena of declining consumption in certain geographical areas and the normalization of the Banana product but recorded a result higher than the historical average performance for the year. Thanks to positive second half performance, revenues are higher than the previous year, profitability - net of the impact relating to the above-mentioned normalization of the Banana product - nevertheless marked a positive result in line with the market average, albeit taking into consideration stagnation in the consumption of certain products subject to winter campaigns, particularly citrus fruits, due to a particularly mild climate. This result stems mainly from the continuous improvement of the marketed product mix and in particular to the exotic product range. At geographical area level, excellent performance was recorded by the French subsidiaries in terms of both turnover and profitability in the second half of 2024 compared with the corresponding period of the previous year and 2024 saw continuous growth for Portugal and Greece. In this segment, the impact of operating energy costs continued to be significant, albeit lower than in the previous year, at Euro 9,192 thousand and Euro 10,715 thousand in 2024 and 2023, respectively (approx. -14.22%), as a result of the drop in market prices of energy products and the reduction in energy consumption thanks to the investments made in cooling plants.

Adjusted EBITDA, totaling Euro 83,690 thousand, marked a reduction of Euro 23,424 thousand compared to 2023, and the profit for the period of Euro 27,680 thousand decreased by Euro 20,449 thousand, essentially linked to the lower operating performance7.

⁷The deterioration of Euro 20,449 thousand is due to the poorer operating performance by Euro 23,424 thousand, higher amortization, depreciation and provisions by Euro 658 thousand, lower net financial expenses by Euro 157 thousand, higher exchange rate gains by Euro 1,749 thousand, higher taxes by Euro 1,411 thousand, lower income from investments and for the share of profits of investments consolidated with the equity method by Euro 32 thousand and the lower impact of net non-recurring expenses by Euro 3,169 thousand.

In terms of revenues, they rose compared to 2023 by Euro 30,458 thousand (+1.98%), linked to the good performance of the Distribution sector (+3.00%) and were also characterized, on the other hand, by the normalization of freight rates for the Shipping segment after the exceptional nature of the years 2022 and 2023.

Thousands of €	12.31.2024	12.31.2023
"Distribution" Sector	1,496,092	1,453,029
"Shipping" Sector	116,048	132,737
"Holding & Services" Sector	10,759	10,994
Net Sales Inter-sector	(51,629)	(55,948)
Net Sales	1,571,270	1,540,813

Geographical information

The analysis of information shows details of the Group's revenues, divided up into the main geographical areas (thereby meaning those in which the company that generated the revenue is based) for 2024 and 2023, showing the Group's eurocentric nature.

Thousands of €	12.31.2024	12.31.2023	Change
Europe	1,513,664	1,493,868	19,796
of which Italy*	534,145	554,966	(20,821)
of which France	512,488	494,669	17,820
o which Peninsula Iberica	426,171	408,304	17,867
Latin America and Central America	57,606	46,945	10,661
Total Net sales	1,571,270	1,540,813	30,458

* Italy revenues include turnover from Shipping and Holding & Services activities

As shown in the table, Europe represents the center of the Orsero Group's activities, while non-European revenue is linked to activities carried out in Mexico, relating to the production and marketing/export of avocados, and Costa Rica, to support sourcing and logistics activities for the import of bananas and pineapples. Finally, please note that for Group revenues, the currency component is insignificant (with the exception, as noted above, of Shipping activities, the revenues of which moreover accounts for less than 10% of total revenues), given that the revenues of distributors, apart from the Mexican company, are all in euros.

The table below provides a reconciliation of the Adjusted EBITDA, used by the Group's management team as a performance indicator monitored on a consolidated level, with the profit/loss presented in the consolidated income statement.

Thousands of €	12.31.2024	12.31.2023
Profit/loss for the period	27,680	48,129
Income tax expense	9,406	7,995
Financial income	(2,072)	(1,512)
Financial expense and exchange rate differences**	11,111	12,457
Share of profit/loss of associates and joint ventures accounted for using equity method and Other investment income/expense	(2,107)	(2,138)
Operating result	44,018	64,931
Amortization, depreciation and Accruals of provision	34,991	34,333
Non-recurring income and expense	4,680	7,849
Adjusted EBITDA*	83,690	107,114

* It should be noted that the Adjusted EBITDA as at December 31, 2024 of Euro 83,690 thousand (Euro 107,114 thousand as at December 31, 2023) incorporates the improvement effect from the application of IFRS 16 "leases" for Euro 17,412 thousand (Euro 16,514 thousand as at December 31, 2023). This improvement effect is almost entirely offset by higher depreciation and amortization of Euro 15,423 thousand (Euro 14,647 thousand as at December 31, 2023) and financial expenses of Euro 2,751 thousand (Euro 1,821 thousand as at December 31, 2023).

** Please note that the item financial expenses and exchange differences includes, for 2024 and 2023 respectively, Euro 913 thousand and Euro 1,125 thousand in interest linked to the discounting of the earn-out and the put/call option, price components established in the contracts for the acquisition of the two French companies.

The table below shows the sector results in terms of Adjusted EBITDA, highlighting the above-mentioned deterioration of the Distribution sector by Euro 4,570 thousand (equal to -6.2%) with a result that goes from Euro 73,711 thousand in 2023 to Euro 69,141 thousand in 2024. The Shipping segment deteriorated by Euro 19,390 thousand with respect to Adjusted EBITDA in 2023.

Lastly, please note that the Adjusted EBITDA of Euro 83,690 thousand was impacted by the IFRS 16 reclassification of Euro 17,412 thousand, while in 2023, that impact amounted to Euro 16,514 thousand, essentially due to adjustments of operating lease payments as a result of inflation.

The Holding & Services sector is mainly represented by the Parent Company Orsero S.p.A., flanked on a lesser scale by the companies operating in customs and IT services, mainly inter-company. The result measured by adjusted EBITDA is typically negative, as the Parent Company determines its result according to the dividends collected.

Thousands of €	12.31.2024	12.31.2023
"Distribution" Sector	69,141	73,711
"Shipping" Sector	22,176	41,567
"Holding & Services" Sector	(7,627)	(8,164)
Adjusted EBITDA	83,690	107,114

The following table, on the other hand, shows the comparison between the adjusted results for the two periods under review, highlighting the components related to profit sharing by the employees of the French and Mexican companies, the share attributable to 2024 of the 2023-2025 LTI incentives as well as the contingency arising from the settlement agreement related to the insurance premium for the LBO policy to cover the customs litigation concluded in 2023, which was paid earlier. Also of note is the closure of the Solgne warehouse decided in order to take advantage, for the Banana product business, of synergies with other production sites in France. All items are shown net of related tax effects.

Thousands of €	12.31.2024	12.31.2023
Profit/loss for the period	27,680	48,129
Top Management incentives	1,797	2,529
Employee profit-sharing	806	759
Customs Agency settlement agreement	-	477
Closing of Solgne warehouse	522	-
Other non-recurring profit/loss	705	2,058
Adjusted profit/loss for the period	31,509	53,952

As regards the Statement of financial position, the main data used and reviewed periodically by Management for the purpose of making decisions regarding resources to be allocated and evaluation of results is presented.

Thousands of €	12.31.2024	12.31.2023
Fixed Assets	360,766	355,346
Commercial Net Working Capital	34,755	37,382
Other receivables and payables	(27,956)	(26,363)
Net Invested Capital	367,566	366,365
Total Shareholders' Equity	256,400	238,523
Net Financial Position	111,165	127,842

The main changes in the financial structure at December 31, 2024 compared to December 31, 2023, which will be extensively analyzed in the notes to the financial statements, are primarily linked to:

increase in fixed assets by Euro 5,420 thousand, mainly due to investments in tangible and intangible assets of Euro 38,944 thousand (including Euro 12,267 thousand for new contracts and IFRS 16 rent/lease adjustments in relation to stands, offices, machinery, means of transport, equipment with an offsetting increase in IFRS 16 liabilities), due to the positive pro-rata result for 2024 of the companies valued by the equity method of Euro 2,047 thousand and a net increase of Euro 168 thousand in non-recurring receivables, partially offset by Euro 33,038 thousand in amortization/depreciation;
decrease of Euro 4,220 thousand in net working capital, inclusive of the change in commercial working capital and other receivables and payables, linked to a careful working capital management policy implemented by the management;
improvement of the Net Financial Position by Euro 16,676 thousand, benefiting from the good cash generation during the year, but which also considers the payment of the dividend, the purchase of treasury shares and the effect of the changes described above.

The summary representation of the Group's financial statements at December 31, 2024 through the main indicators highlights the good capital and financial structure of the Group, also within an "IFRS 16 compliant" context.

	12.31.2024	12.31.2023
Net Financial Position/Total Shareholders' Equity	0.43	0.54
Net Financial Position/Adjusted EBITDA	1.33	1.19
Main indicators without IFRS 16 effect
Net Financial Position/Total Shareholders' Equity	0.21	0.28
Net Financial Position/Adjusted EBITDA	0.83	0.74

Note that the Net Financial Position as specified below is calculated in full compliance with the ESMA recommendation:

Thousands of €		12.31.2024	12.31.2023
A	Cash	85,360	90,062
B	Cash equivalents ****	14	12
C	Other current financial assets *	3,291	750
D	Liquidity (A + B + C)	88,666	90,825
E	Current financial debt *	(17,400)	(14,974)
F	Current portion of non-current financial debt **	(41,011)	(37,602)
G	Current financial indebtedness (E + F)	(58,411)	(52,576)
H	Net current financial indebtedness (G + D)	30,254	38,248
I	Non-current financial debt ***	(126,419)	(146,090)
J	Debt instruments	(15,000)	(20,000)
K	Non-current trade and other payables	-	-
L	Non-current financial indebtedness (I + J + K)	(141,419)	(166,090)
M	Total financial indebtedness (H + L)	(111,165)	(127,842)

* Debt instruments are included, but the current portion of non-current financial debt is excluded.

** Includes payables for rental and lease agreements under IFRS 16 for Euro 15,143 thousand at December 31, 2024 and Euro 12,855 thousand at December 31, 2023

*** Debt instruments are excluded. Includes payables for rental and lease agreements under IFRS 16 for Euro 41,218 thousand at December 31, 2024 and Euro 47,904 thousand at December 31, 2023

**** Marketable portfolio securities measured at market value are represented here

***** Positive values of mark-to-market derivative instruments are represented here

Shareholders' equity and Treasury shares

The share capital at December 31, 2024 of the Parent Company Orsero, fully paid in, consists of 17,682,500 shares without par value for a value of Euro 69,163,340; there are no preference shares. Holders of ordinary shares have the right to receive the dividends as they are resolved and, for each share held, have a vote to be cast in the Company's shareholders' meeting. Shareholders' equity at December 31, 2024 increased compared to December 31, 2023 mainly due to the profit for the year, which more than offset the reduction related to the dividend payment and the purchase of treasury shares. The statement of changes in shareholders' equity provides all information explaining the changes taking place during the year.

At December 31, 2024, Orsero held 833,857 treasury shares, equal to 4.716% of the share capital, for a value of Euro 9,781 thousand, shown as a direct decrease in shareholders' equity. In the course of 2024, the Parent Company acquired a total of 80,720 treasury shares at an average price of Euro 12.5349 per share for Euro 1,012 thousand.

As at December 31, 2024, the Group does not hold, directly or indirectly, shares in parent companies and it did not acquire or sell shares in parent companies during the year.

Commentary on performance of the business segments

This section provides information on the Group's performance as a whole and in its various segments by analyzing the main indicators represented by turnover and Adjusted EBITDA. The information required by IFRS 8 is provided below, broken down by "operating segment". The operating segments identified by the Orsero Group are identified as the business segments that generate net sales and costs, the results of which are periodically reviewed by the highest decision-making level for the assessment of performance and decisions regarding the allocation of resources. The Group's business is divided into three main segments:

⋅ Distribution segment
⋅ Shipping segment
⋅ Holding & Services segment

The table below provides a general overview of the performance of the different sectors in the two-year period 2024-2023. Please note that the data and comments on the sectors given below show the results of only companies that are consolidated on a line-by-line basis; information is given on the performance of associates further on in the notes.

Thousands of €	Distribution	Shipping	Holding & Services	Eliminations	Total
Net sales 12.31.2024 [A]	1,496,092	116,048	10,759	(51,629)	1,571,270
Net sales 12.31.2023 [B]	1,453,029	132,737	10,994	(55,948)	1,540,813
Net sales change [A] - [B]	43,063	(16,689)	(234)	4,318	30,458
Adjusted EBITDA 12.31.2024 [A]	69,141	22,176	(7,627)	-	83,690
Adjusted EBITDA 12.31.2023 [B]	73,711	41,567	(8,164)	-	107,114
Adjusted EBITDA change [A] - [B]	(4,570)	(19,390)	536	-	(23,424)
NFP 12.31.2024 [A]	N.d.	N.d.	N.d.	N.d.	111,165
NFP 12.31. 2023 [B]	N.d.	N.d.	N.d.	N.d.	127,842
NFP change [A] - [B]					(16,676)

We would now like to comment on the trends of the individual operating sectors, referring to the Notes for all the details of the various investees and the consolidation criteria adopted. Note that the following figures have been determined based on the accounting standards of consolidation in accordance with International Accounting Standards and Group standards and for that reason may be different from those that may be deduced from the individual statutory financial statements filed by the companies.

Distribution Sector

Thousands of €	12.31.2024	12.31.2023
Net Sales	1,496,092	1,453,029
Gross commercial margin *	195,991	199,529
% Gross commercial margin	13.10%	13.73%
Adjusted EBITDA	69,141	73,711
% Adjusted EBITDA	4.62%	5.07%

* The "gross commercial margin", also called the contribution margin, represents the difference between net sales and the direct costs of the products sold (meaning the purchase costs of the goods, plus incoming and outgoing cargoes, customs duties and packaging costs, for labor as well as packaging materials).

In this sector of activity, companies are involved in the import and distribution of fresh fruit and vegetables from many countries around the world, at any time of the year, in the relevant regions, in addition to the companies located in Mexico dedicated to the production and export of avocados. The Distribution sector companies are located and operate on the markets of Mediterranean Europe (Italy, France, Iberian Peninsula and Greece) and Mexico.

The widespread presence in the regions, with specialized platforms in the processing and storage of fresh products, allows the Company to serve both traditional wholesalers/markets and large-scale retail, with different mixes in different Countries depending on the greater or lesser incidence of large retail in these markets. Overall, 2024 showed a substantial balance of aggregate sales of the European distribution companies among the sales channels.

With mass distribution, there are framework agreements that govern the main specifications and features of the product being delivered while, as a rule, the volumes and prices of the products are defined on a weekly basis, following the dynamics of the market. Suppliers, selected in some of the world's most important production areas, guarantee the offer of a full range of products available 365 days a year.

The table above differs from the summary tables of the other segments shown below in that it includes a specific indicator for the distribution segment, the "gross commercial margin", also referred to as the contribution margin, which in distribution companies constitutes the main indicator used to monitor business activity. The "gross commercial margin" represents the difference between net sales and the direct costs of the products sold (meaning the purchase costs of the goods, plus incoming and outgoing cargoes, customs duties and packaging costs, including labor as well as the packaging materials) where it is considered that these costs represent most of the costs incurred by the company and therefore the positive or negative changes in the gross sales margin tend to be reflected almost entirely on the profit or loss for the year.

The import and sale of bananas and pineapples is one of the Group's main activities as a whole because of the importance and weight of these items within the range of fruit and vegetables and the fact, not inconsiderable in terms of stability of the operational cycle, of their availability throughout the year. The Group procures bananas and pineapples through long-term relationships established with major producers based in Central American countries and uses its own fleet to regularly transport bananas and pineapples from Central America to the Mediterranean, with a clear

advantage in terms of supply chain efficiency. Bananas and pineapples are sold under the brands "F.lli Orsero" and "Simba", in addition to numerous private labels.

The Group's management has for several years been implementing a commercial policy aimed at reducing the weight of the Banana product in relation to the total volumes marketed and is focusing on product lines with higher added value and higher €/kg in order to improve the overall marginality of the business. This strategy is bringing remarkable results in terms of product mix and added value.

The uncertain geopolitical environment continued in 2024, but with a reduction in the inflationary wave that started in 2022, which still had impacts on the sourcing and structural costs of the sector against which the Group continued to work by acting on both sales prices and the marketed product mix, continuing to increase the incidence of those with higher added value in line with the strategy outlined above.

As for energy costs in particular, these decreased from Euro 10,715 thousand to the current Euro 9,192 thousand, due to the decrease recorded in energy product prices and energy consumption efficiency as a result of investments also made under the ESG Strategic Plan.

Overall, profitability as measured by Adjusted EBITDA, at 4.62% of sales, is above the average profitability of the industry despite the effect of the normalization of the Banana product and stagnant consumption in some winter campaigns, particularly citrus fruits, related to climatic factors. Excellent performance was recorded by the French subsidiaries in terms of both turnover and profitability in the second half of 2024 compared with the corresponding period of the previous year and the good performance of Greece and Portugal in 2024 compared to 2023.

Shipping segment

Thousands of €	12.31.2024	12.31.2023
Net sales	116,048	132,737
Adjusted EBITDA	22,176	41,567
% Adjusted EBITDA	19.11%	31.31%

The Shipping sector reflects only the activities linked to the maritime transport of bananas and pineapples of Central American production, carried out mainly with owned ships, the four reefer units "Cala Rosse", and with a fifth ship operated under a freight contract, which connect, on the basis of a 35-day travel schedule, Central America with the Mediterranean, thereby allowing punctual arrival of fresh fruit in European markets on a weekly basis.

The segment performed in 2024 in line with expectations albeit discounting, a sharp normalization of profitability compared to the exceptional two-year period 2022-2023. Fruit volumes transported remain at excellent levels, with a satisfactory loading factor; there is a reduction in the profitability of dry container traffic on the west-bound route due to the decline in freight rates and volumes transported. Furthermore, segment profitability in 2024 was affected by the dry docking of the Cala Pino and Cala Pula vessels, in the course of the third quarter, resulting in the need to charter an additional vessel for 3 journeys and higher costs incurred than in 2023.

Due to the presence in fruit (reefer) transportation contracts of the BAF ("Bunker Adjustment Factor") clause and in fruit (reefer) and general cargo (dry) transportation contracts of mechanisms for recovering the higher costs linked to the introduction of the EU ETS in the maritime industry in Europe, the segment's income statement during the reporting period was not substantially impacted by a slight increase in the cost of fuel, which consists of bunker fuel and EU ETS costs. The Group continues to be exposed to price volatility on captive reefer fuel volumes, in response to which the Group implements hedging policies with derivative instruments for mitigation purposes.

Holding & Services segment

Thousands of €	12.31.2024	12.31.2023
Net sales	10,759	10,994
Adjusted EBITDA	(7,627)	(8,164)

This segment includes the activities related to the Parent Company as well as the activities of providing services in customs and in the IT sector.

The Adjusted EBITDA of the segment typically has a negative sign, because, in view of the Parent Company's nature as a holding company, the income and ultimately the profit or loss for the year are tied to the dividends received from Group companies.

Analysis of the economic and financial situation of the Parent Company Orsero

The Orsero annual financial statements at December 31, 2024 show profit of Euro 13,435 thousand (2023: profit of Euro 22,165 thousand), after depreciation, amortization and provisions for Euro 810 thousand (2023: Euro 799 thousand), dividends collected for Euro 26,375 thousand, other investment expense of Euro 338 thousand and total non-recurring expenses recorded for Euro 1,942 thousand, primarily linked to Top Management incentives. The following are details of the main income statement items:

Thousands of €	12.31.2024	12.31.2023
Net Sales	2,694	2,363
Adjusted EBITDA	(8,260)	(8,931)
Adjusted EBIT	(9,070)	(9,730)
Operating result (EBIT)	(11,012)	(12,381)
Financial income	1,472	1,557
Financial expense and exchange rate differences	(6,463)	(7,063)
Dividends*	26,375	36,279
Other investment income/expense*	(338)	(127)
Profit/loss before tax	10,035	18,264
Profit/loss for the period	13,435	22,165

* Included in the "Other investment income/expense"

Adjusted EBITDA showed a positive change of Euro 671 thousand. In 2024, revenues increased over the previous year. General and administrative costs decreased by Euro 400 thousand and related mainly to costs for legal, tax, notary and other consulting (Euro 383 thousand).

During the year, Euro 1,852 thousand of net expenses linked to the MBO/LTI incentives for the Management were recognized as non-recurring expenses.

Thousands of €	12.31.2024	12.31.2023
Fixed Assets	263,281	262,662
Net Working Capital	(21,857)	(12,789)
Net Invested Capital	241,424	249,873
Total Shareholders' Equity	165,785	162,995
Net Financial Position	75,639	86,878
Net Financial Position/Total Shareholders' Equity	0.46	0.53

The increase in non-current assets is mainly due to the capital contribution of the Costa Rican company Inmobiliaria Pacuare, acquired during 2024. The decrease in Net Working Capital essentially reflects the change in the position of treasury current accounts ("Cash pooling") from a debt situation of Euro 19,176 thousand to a current debt situation of Euro 29,192 thousand; in addition to this change, other receivables and other payables decreased by Euro 1,450 thousand, partially offset by the increase in commercial working capital by a net Euro 2,398 thousand due to the reduction of Euro 2,939 thousand in trade payables and the decrease in trade receivables from Group companies and third parties of Euro 541 thousand. The change in Shareholders' equity between 2024 and 2023 takes into account the effect of the result for the year, the purchase of treasury shares, the payment of the dividend, the change in the reserve for derivatives, the adjustment of the actuarial reserve related to employee benefits and the recognition of the reserve linked to the Performance Share Plan.

Reconciliation between the results and shareholders' equity of the Parent Company and the Group

The reconciliation schedule for the results and shareholders' equity of the Parent Company and the analogous consolidated values are provided below:

Thousands of €	Share capital and reserves	Profit/loss	Total Shareholders' Equity
Orsero S.p.A. (Parent company)	152,350	13,435	165,785
The difference between the carrying amount and the corresponding equity	(84,984)	-	(84,984)
Pro-quota gains/losses achieved by subsidiaries	-	40,755	40,755
Pro-quota recognition of associated companies consolidated using the equity method	2,227	2,047	4,273
Dividends distributed by consolidated companies to the Parent company	29,224	(29,224)	-
Consolidation differences	126,557	-	126,557
Elimination of capital gain and/or other transactions carried out by subsidiaries	2,531	(208)	2,323
Total Group equity and net profit attributable to Parent company	227,904	26,805	254,708
Minority interests and net profit attributable to non controlling interests	817	875	1,692
Total shareholders' equity and profit/loss 12.31.2024	228,720	27,680	256,400

Risk profiles of the business, control systems, environment

The Orsero Group's business is focused on the import, sourcing and distribution of fresh fruit and vegetables, which over time have been joined by activities in the maritime transport and service sectors.

Strategic and operational risks

Operational risks

The Group is exposed to operational risks linked to the use of ships and storage plants, quality control, ripening and processing plants and these consist of the risk of losses caused by errors, breaches, downtime and damage, caused by internal processes, personnel, systems or external events. This is also compounded by changing shiprelated environmental regulations and increased pressure on wages and the contractual regulation of workers in certain jurisdictions. Should such circumstances arise, considered highly likely, a risk would be run that may have a significant negative impact on the Group's economic, equity and financial position. The risk is considered of medium-high relevance. Orsero Group's activities are characterized by the need to ensure the optimal preservation of fruit throughout the whole source path to the final market and the regularity of supply to protect the continuity of operations. For this purpose, the Orsero Group uses its own fleet, represented by four reefer ships and the chartered ship that transport bananas and pineapples from Central America to the Mediterranean weekly and the warehouses where bananas are ripened and the fruit is stored, and is able to maintain control over the cold chain for the entire time.

The Group works to ensure that it remains compliant with current regulations at all times, while at the same time seeking to manage higher cost by investing in operational efficiency projects and/or by incorporating those higher costs into sale prices.

Risk connected with procurement difficulties and the volatility of commodity prices

The Orsero Group business, represented by the import and distribution of fruit and vegetables, is very much dependent on the procurement of certain products, such as bananas, pineapples, avocado, etc. and the fluctuation of the related purchase prices, particularly in consideration of product availability and the risks linked to the absence of any formalized short- or longer-term contracts with most of its suppliers. There is also a risk that the Group may be unable to transfer any higher purchase prices of products onto the prices of sale applied on the reference markets. Should such circumstances arise, considering the level likelihood of such, they may have a significant impact on the Group's equity and/or financial position. This risk is considered of high relevance. The quality and quantity of the supply of these products, and the availability and sustainability of the purchase price of the goods marketed by the Orsero Group, which, by nature, are perishable, may be impacted by factors that are difficult for it to predict or control. In particular, procurement conditions are extremely sensitive to the climatic factor (periods of drought or excessive rainfall, storms or hail on plantations), as well as soil conditions or the presence of weeds or parasites that determine the higher or lower availability of products, and consequently, their purchase price. The change in the prices of raw materials is generally handled through the pricing policy of the products for sale. To address these issues, the Orsero Group is implementing a strategy of diversifying its sources, both in terms of geographical supply areas as well as suppliers, in order to mitigate and offset any product shortages during the various seasons (or "campaigns") for the products. For the Orsero Group, one of the priorities has always been developing relations with suppliers, many of whom have established consolidated relationships over time, thus guaranteeing the consistency of the necessary procurement and possible mediation of purchase prices. Also in this sector, the consequences of the current geopolitical context characterized by ongoing conflicts and by uncertainty could have an impact on both inflation and product availability, jeopardizing the ability to meet the demand for fruit and vegetable products in terms of volume.

Risks connected with shipping in regard to fuel

With regards to the shipping business, the fuel used to power the bunkers is one of the main cost factors of the Shipping sector (as at December 31, 2024, the cost for fuel purchases accounted for around 35% of Shipping sector revenues). Historically, major fluctuations have been recorded in the price of the bunker, impacting the increase in costs incurred for purchasing the fuel used to power the ships and, consequently, the Group's result. There is therefore a risk that very significant (or repeated) fluctuations of the cost of fuel may only partly be covered by the hedges implemented by the Group and that in the event of contracts not including BAF clauses, the rise in bunker prices may generate a negative impact on the profitability of charters to customers. The likelihood of these circumstances occurring is considered high. In order to manage the risk of cost fluctuations, linked to fluctuations in the price of oil, the Orsero Group, in line with the practice of the shipping sector,

stipulates, where possible and based on agreements reached with customers, transport contracts with the "bunker adjustment factor" (BAF) clause that allows an adjustment of the transport price depending on the increase or decrease of the bunker price. It should also be noted that to reduce the risk of significant price fluctuations, the Orsero Group generally stipulates hedging contracts for part of its bunker consumptions according to the best strategies identified. As already mentioned, the strategies adopted in recent years have allowed for the significant mitigation of this type of risk. As with the previous risk factors, the risk situation at the "macro" level has certainly increased in reference with previous years, especially due to global geopolitical risks that directly impact the valuations of assets like oil.

Risk connected with the transport of third party operator products

Through Cosiarma, the Group uses part of the capacity of its ships to also carry products pertaining to third party operators. There is therefore a risk connected with failure to renew such cargo contracts or with the renewal of such contracts but at more onerous conditions. Such circumstances, which are classed as "low" probability, may have very significant negative effects on the Group's economic, equity and financial position. The risk described is considered as of medium-high relevance. Additionally, Cosiarma has a reduced customer base, precisely due to the market on which it operates, whose relations are generally regulated by annual contracts; this makes for uncertainty as to the continuation of such relations and the potential renewal at their expiry dates. Potential negative impacts cannot be excluded on the business and economic results and the Group's equity and financial position, in the event of failure to stipulate one or more contracts, without there being equal replacement traffic or in the event of renewals at less remunerative contractual conditions. The management constantly monitors its customer portfolio, paying careful attention to their needs and maintaining contact with the main operators with a view to potentially improving the quantity and quality (price) of the cargo carried. As already mentioned, the expansion of the customer base in recent years has helped to mitigate this type of risk.

Risks associated with dependence on distribution channels

The Orsero Group's turnover depends significantly on sales to both Mass Distribution ("GDO") and traditional wholesalers. In particular, in FY 2024, the Orsero Group's turnover from GDO was approximately 51% of total aggregated revenues of the European Distribution companies. The Group is exposed to risks relating to the potential interruption of relations with its customers, or a worsening of such relations as compared with the situation as at the reference date. Should such circumstances occur (considered unlikely), this would entail a risk of a significant negative impact on the Group's economic, financial and equity position. This risk is considered of medium relevance. It should be noted that contracts with the GDO are governed by framework agreements, which regulate the main specific characteristics of the product being delivered. Except for specific cases, product volumes and prices are defined on a weekly basis, also in order to manage some factors not necessarily related to the product such as the Euro/Dollar exchange rate or the cost of oil that affects the transport cost. In this context, the Orsero Group has always responded with a strategy aimed at increasing its size and with a continuous effort to adapt and improve efficiency, while maintaining the objective of safeguarding the basic economic efficiency of its operations. Since 2012, the marketing of bananas and pineapples under its own brand has represented an effective strategic response from a structured and mature group to a radical change in the mechanisms of its core business. The Orsero Group is well aware of the risk associated with this challenge but believes that it is balanced by a unique opportunity to create over time a name and an Italian quality brand able to stand on the market and compete with the major multinationals in the sector. The acquisition of Blampin Groupe, the strong leading French operator in the wholesale markets with turnover of nearly Euro 200 million, allows the Group to notably rebalance its turnover between mass distribution and traditional markets, effectively leading to a decrease in this type of risk. Furthermore, after the post-pandemic years, in which the large-scale retail had focused more on product availability, since 2024 there has been a resurgence of aggressive policies on purchase prices especially in the higher volume commodity product lines. Especially in some markets, there has also been an attempt to strengthen and centralize purchasing by some brands, which are creating joint purchasing centers to gain additional commercial strength against suppliers. The Group maintains a focus on both the traditional and large-scale retail markets, being careful within the latter to maintain balanced relationships with the different brands in the countries in which it carries on business.

Risk linked to the evolution of energy prices

The main type of risk and uncertainty is linked to the evolution of energy prices - even though today it is declining compared to the peaks recorded in 2022 - regarding which it is difficult to make an estimate since although the Group does not operate in an extremely energy-intensive sector and even considering the fact that sale price dynamics in the Distribution BU have to date made it possible to absorb most of the price increases, the future scenario could result in a depletion of the flexibility and elasticity of demand with respect to prices, thus leading to a decline in consumption and/or the inability to recover further energy price increases by means of the product pricing policy. We do not believe that the European energy situation is likely to have a significant impact on the Group's ability to continue to operate as a going concern. However, a further scenario deterioration could have an even significant impact on the profitability of the Group's core businesses. Should the circumstances described above arise, considering the high-level likelihood of such, a risk would be run that may have a significant impact on the Orsero Group's equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of high relevance.

In the current context of severe disruptions, the Group is carefully monitoring energy prices and adopting all tools to optimize its energy purchases and consumption, including by evaluating opportunities for investment in alternative energy sources (photovoltaics) in order to reduce costs. The Group is aware that this risk is largely beyond its ability to control, yet it nonetheless strives to find contractual solutions with major energy supply companies at favorable rates that help reduce energy price volatility.

Risks related to information systems and platforms: Cyber Risk

The Group is exposed to the risk that the IT systems and platforms used by the Group Companies and their employees may not guarantee the protection of personal and business data and may not be suitable to prevent data breaches. In addition, it is exposed to the risk of corporate infrastructure being blocked, damaged or hacked due to accidental events and malicious acts (e.g., hacker attacks) and the erroneous/involuntary disclosure of confidential information managed by the Group. Should the circumstances described above arise, considering the high-level likelihood of such, a risk would be run that may have a significant impact on the Orsero Group's equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of high relevance.

The Group has focused on covering Cyber risks with risk assessments and the analysis and implementation of software systems, staff training and specific procedures, as well as the establishment of the position of Chief Information Officer some time ago. In the course of 2024, a process of coming into compliance with NIS 2 was initiated, beginning with the mapping of existing procedures to ensure compliance with the standard. "Cyber pills" cybersecurity courses have been provided to employees of major companies in Italy and abroad; in addition, the new IT regulation implementing NIS2 is being disseminated, and Italian companies have been registered on the ACN (national cybersecurity agency) portal, in accordance with the provisions of Italian Legislative Decree 138/2024, in implementation of EU regulations.

Risks associated with the maintenance of Group ships

The Group incurs significant costs for the periodic maintenance of owned ships. It is also exposed to the risk of having to deal with higher ship maintenance costs, some of which could potentially arise as a result of various regulatory updates, including those resulting from international treaties that have not been budgeted for to date, or changes in the way technical and operational ship maintenance and management activities are handled, the non-implementation of which could result in ships losing their classification and thus the ability to operate in the shipping segment in which Cosiarma (the Group's company dedicated to maritime transport) operates, or the application of other penalties. Should the circumstances described above arise, considering the low-level likelihood of such, a risk would be run that may have a significant impact on the Orsero Group's equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of low/medium relevance. Global supply chain difficulties cause greater impacts in the purchase of spare parts, with potential issues relating to proper fleet utilization. The Group is pursuing actions for the increased stockpiling of spare parts to handle any shortages in the market in order to ensure continuous operations. During FY 2024, two cyclic dry-docking maintenance operations (special surveys conducted in dry dock every 5 years in order to renew the IMO seagoing class) were carried out and by 2025 they will be carried out for the other two owned ships.

Risks related to the corporate acquisitions made by the Group and the external growth strategy In accordance with its external growth strategy, the Group has made several acquisitions of companies, shareholdings or businesses. Although, with the implementation of these operations, the Group believes that it has achieved much of its growth target, the future strategy is to continue with external growth. The Group is therefore exposed to the risks associated with any failure to implement this strategy. Should the circumstances described above arise, considering the low/medium-level likelihood of such, a risk would be run that may have a negative impact on the Orsero Group's equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of low/medium relevance. It should be noted that the Top Management continues to be engaged in the integration of the companies within the Group. Recent M&A deals require up to 5 years of management commitment from the sellers and the payment of a significant portion of the price in the form of future earn-outs. As the above commitments come to an end, the Group takes steps to maintain the necessary operational continuity for the companies.

Risks related to tax audits and regulations and the application of transfer pricing regulations

In carrying out its activities, the Group is subject to tax audits and assessments. Therefore, the Group is exposed to the risk associated with the outcomes of such audits and assessments and the risk associated with multiple developments in tax and fiscal legislation as well as its interpretation, particularly with reference to customs and transfer pricing regulations. Should the circumstances described above arise, considering the low/medium-level likelihood of such, a risk would be run that may have a negative impact on the Orsero Group's equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of medium-low relevance. The Group's transfer pricing policy has been updated.

Socio-political risks, also associated with the Group's presence in emerging Countries

The Orsero Group operates globally and, in particular, between Central America, South America and the Mediterranean; therefore, the Group is exposed to the risk related to the possible contraction of fruit and vegetable product procurement in politically and economically unstable countries outside Europe. Should the circumstance described above arise, considering the low-level likelihood of such, a risk would be run that may have a negative impact on the Orsero Group's equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of medium-low relevance.

Personnel-related risks

The Group is exposed to the risk of increases in labor costs should it be unable to make use of third-party contractors, the risk of having to meet wage and contribution obligations with respect to the employees of contractors and/or subcontractors in the event of the breach by such contractors and/or subcontractors of their obligations to their employees. Should the circumstances described above arise, considering the low-level likelihood of such, a risk would be run that may have a significant impact on the Orsero Group's economic, equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of medium-low relevance. Service contractors are always closely analyzed and monitored, especially by continuing to conduct social ethics audits.

Risks related to the protection of intellectual property

The Group companies are exposed to the risk of failing to adequately protect their intellectual property rights and in particular their trademarks. Should the circumstances described above arise, considering the low-level likelihood of such, a risk would be run that may have a negative impact on the Orsero Group's economic, equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of mediumlow relevance.

Reputational risk related to Group image and branding

The Group is exposed to the risk that damage to the Group's image (brand) could adversely affect its results and expose it to possible economic losses. This risk may be related to, for example but not limited to: noncompliance with national and international regulations; negative externalities linked to the supply chain, whether of a social or environmental nature; the inefficient management of food loss and waste; the misalignment with consumption trends; the failure to focus on the well-being of and respect for human resources; a lack of control of externalities (social or environmental) on local communities; the communication of opaque or unclear environmental or social information designed to create a misleadingly positive image by means of false statements or statements not supported by data that generate accusations of greenwashing.

Should the circumstances described above arise, considering the medium-level likelihood of such, a risk would be run that may have a negative impact on the Orsero Group's economic, equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of medium-low relevance. The Group has adopted a sustainability strategy and approved a Sustainability Policy with the aim of combining business growth with social and environmental sustainability. In addition, the Group pays close attention to regulatory compliance and aspects that may affect its reputation and respect for its values. The Group has an Organizational Model, Code of Ethics, Anti-Corruption Policy, Whistleblowing Policy and Supplier Code of Conduct. The Group's Sustainability Governance System was also formalized with a view to strengthening the sustainability management system. The Group monitors compliance with the policies adopted and is attentive to the topics of internal and external communication and awareness-raising on the subject.

Risks related to respect for workers' human rights

The Group is exposed to risk with respect to possible human rights violations and discrimination such as, for example, discrimination on the basis of gender, age or sexual orientation. Should the circumstances described above arise, considering the medium-level likelihood of such, a risk would be run that may have a negative impact on the Orsero Group's economic, equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of medium relevance.

The Group pays close attention to regulatory compliance and aspects that may affect human rights and any discrimination. During 2021 and 2022, a new Code of Ethics, the Anti-Corruption Policy and the Sustainability Policy were adopted, also with the enactment of a sustainable strategy with defined targets and also with a focus on people.

Financial risks

In going about its business, the Orsero Group is exposed to financial risks connected with its operations; more specifically, it is exposed to the credit risk, the liquidity risk and the market risk (including the foreign exchange risk, the interest rate risk and the price risk). Financial risks are handled in accordance with specific organizational rules the regulate and manage the same and the control of all transactions relevant to the breakdown of financial and/or trade assets and liabilities.

Risks associated with credit

The Orsero Group is exposed to credit risk, mainly deriving from commercial relations with its customers and, in particular, any delays or non-payments by such, which, should such occur, may have negative effects on the Group's economic, equity and financial position. The onset of circumstances connected with credit risk is considered of low likelihood. Considering the foregoing, this risk is considered of medium-low relevance. As at December 31, 2024, the Group's provision for bad debts of Euro 10,743 thousand accounts for 6.5% (2023: 7.4%) of the Orsero Group's gross trade receivables. It should also be noted that this measure reflects the need expressed in the tax systems of the various countries to not reverse non-performing loans until completion of the envisaged bankruptcy proceedings.

The management monitors commercial credit risk using formalized procedures for selecting and evaluating the customer portfolio, defining credit limits, monitoring the expected income flows and any recovery actions, has also stipulated suitable, specific insurance policies with leading counterparties and performs constant monitoring with audits in compliance with procedures in force.

Liquidity risk

The Group manages liquidity risk with a view to ensuring the presence, on a consolidated level, of a liability structure that matches the composition of financial statement assets, in order to maintain a solid level of capital. The Group constantly monitors forecast cash flows, available credit facilities, loan repayment plans, available liquid funds and any financial needs of subsidiaries, in order to identify the most appropriate ways by which to guarantee the most efficient management of financial resources.

Interest rate risk

The Group helps finance its medium/long-term investments and working capital through use of credit instruments. The Group mainly uses medium-term credit facilities in euros, part of which at fixed rate and part at variable rate; a suitable partial IRS plain vanilla hedge has been activated on the main ones (2022-2028 Pool Loans for an original figure of Euro 90 million and 2020-2029 Pool Loans originally for Euro 15 million, in addition to the 2021-2027 loan for Euro 5.5 million), with a view to mitigating the risk of fluctuation of the reference rates (Euribor) over time; instead, in the case of the only debenture loan issued, the option was chosen for an entirely fixed rate structure. As at December 31, 2024, the interest rate hedges hedge approximately 79.7% of medium and long-term variable rate bank loans, thereby meaning that approximately 85.4% of the Group's entire medium/long-term bond and bank debt is at fixed rate. It is stressed that, in the Group's opinion, such choices have turned out to be highly satisfactory in light of reference rate trends in Europe.

Foreign exchange risk

The Orsero Group is exposed to the risk of changes in foreign exchange rates (in particular US dollars), for currencies that differ from that used to express commercial and financial transactions, for which it adopts hedging strategies in order to mitigate/avoid negative effects on the economic, equity and financial position. The Group operates, particularly in the Distribution sector, purchasing goods in US dollars and then importing them and selling in euros on the South European markets. On the other hand, in the Shipping segment, revenues in US dollars are higher than costs incurred in euros, thus

limiting in part the Group's currency balance, which is in any event naturally exposed to the US dollar. Over time a growing number of European mass distribution chains have begun to request fixed annual prices in auctions for bananas, one of the main products marketed by the Group and one of the few that are purchased at a fixed price in USD. For this reason, in the presence of fixed sale prices in euros, the impact of fluctuations in the USD/euro exchange rate is quite significant compared to past years.

As things currently stand, in order to deal with the high level of risk, the Group has adopted:

a medium/long-term strategy to reduce the weight of bananas in the basket of products marketed by the Group,
implemented a hedging strategy on the USD/EUR exchange rate with the aim of lowering risk levels.

Despite the actions taken as outlined above, we cannot exclude any significant and/or sudden changes to the USD/EUR exchange rate could have immediate negative impacts on the Group's economic, equity, and financial situation. The risk is considered of high relevance. Together with the Treasury and Sales Offices, the management team constantly monitors changes in exchange rates so as to promptly take any corrective and mitigating action for the Group.

Risks connected with the performance of results and economic margins

The Orsero Group recorded oscillations in the performance of its margins and economic results, connected with the performance of the various fruit campaigns held during the year at the distributors and the performance of the ship-owning business and the import of bananas and pineapples, which is usually more variable. It cannot be excluded that oscillations and reductions in the results and margins may also take place in the future and this may have significant impacts on the Group's economic, equity and financial position. The likelihood of this occurring is considered "medium". Please note that the margins of the Distribution sector are characterized on one hand by the volatility of imports due to factors that are not completely under the Group's control, such as the trend in production and imports into Europe of bananas and pineapples, and, on the other hand, by Distribution, which due to its intrinsic characteristics and being differentiated in the various countries of Mediterranean Europe, usually shows limited variations in trends. The Shipping sector is more volatile, due to factors that are not entirely under the Group's control, such as: (i) the performance of the shipping charter market, in particular as regards the reefer transport segment; (ii) the performance of fuel prices; (iii) the onset of events that can impact the normal provision of the shipping service, such as, by way of example, unfavorable atmospheric events or operating difficulties in the cargo loading or unloading ports due to strikes; and (iv) fluctuation in the exchange rate. In order to mitigate this risk, the Group constantly monitors its business, seeking to interpret the dynamics and find effective, efficient solutions. During the past few years the risk connected with shipping activities was mitigated by the Group by means of actions to hedge fuel cost

fluctuations, both direct (using BAF clauses and recovery of additional costs linked to environmental regulations) and indirect (hedging via derivatives), the chartering of a fifth ship, which lengthened round-trip times from 28 to 35 days, thus permitting fuel savings and less stress on the vessels, as well as the expansion of the customer base.

The focus on and investment made in the core Distribution business continue, which also thanks to the acquisitions in 2023, led to excellent stability in industrial margins and helped to mitigate this type of risk, which, however, in light of the current macroeconomic situation (geopolitical context, energy situation, declining consumption, environmental regulations) presents a high risk profile and a medium likelihood of occurrence.

Risks associated with loan agreements and the debenture loan as well as additional financial relationships

The Orsero Group has medium-term loan contracts in place with some of the leading banks. These include financial covenants, mandatory early repayment clauses where certain hypotheses of default, termination, withdrawal or application of the acceleration clause or cross default, should arise. The Group is therefore exposed to the risk of having to repay its financial debt early, if such hypotheses should occur; this may determine very significant negative effects on the economic, equity and financial position of the Parent Company and/or Group. The onset of such circumstances has been considered of low probability of occurrence and low relevance. Please note that the three main financial payables of the Group are the (i) variable rate 2022-2028 pool loan for Euro 90 million, maturing on June 30, 2028, on which there is an overall fixed rate swap hedge covering 100%, (ii) the variable rate pool loan for an original figure of Euro 15 million, maturing on December 31, 2029, on which there is an overall fixed rate swap hedge for 85% of the nominal amount and (iii) the debenture loan for Euro 30 million, maturing on October 4, 2028, at a fixed rate. Please note that as at the date of the presentation of this financial report, the Group has fulfilled the financial covenants and obligations envisaged by the loan contracts and debenture loan; the Group's management team expects to constantly monitor the performance of financial covenants in order to verify that they are respected. The improvement in the Group's financial position has helped to mitigate this type of risk, also thanks to the further strengthening of the Group's results.

Risks connected with the adequacy of the provisions for risks and charges and the current dispute

The Group is exposed to the risk of having to cover, should it lose its case, expenses deriving from litigation currently not covered by provisions recognized in the financial statements; this circumstance could have significant effects on the Group's economic, equity and financial position. Where said circumstances should arise (considered as low probability), this would entail a risk of significant impact on the Orsero Group's economic, equity and financial position. The risk described is considered of low relevance. However, the recognition of a provision for risks depends on the likelihood of losing a dispute to which an entity is party.

The Group has absorbed most of the outstanding litigation and continues to focus on managing litigation from the past and implementing current management policies aimed at lowering the risk profile with respect to future litigation. The Group still has a number of minor disputes with a low probability of occurrence.

The Group's management team constantly monitors the onset and evolution of any disputes, also through the support offered by legal advisors, to ensure that the best, most appropriate action is taken to protect the Group.

Risks associated with the lack or possible insufficiency of insurance coverage

The Group is exposed both to the risks relating to the possible inability of its insurance coverage to cover any events harmful to its operations (particularly with regard to the Group's vessels and the products it transports and/or markets in connection with the most delicate stages of the supply chain) and to the possible increase in insurance premiums if the covered events take place as well as to the possible unavailability in the future of coverage similar to that in place. Where such circumstance arises, considered to have a low probability of occurrence, this would entail a risk of significant negative impacts on the Orsero Group's economic, equity and financial position. The risk described is considered of medium relevance. The Group focused on covering Cyber risks with risk assessments, analysis and the implementation of software systems and staff training. The NIS2 regulatory alignment was carried out in 2024 and is ongoing.

Legal and compliance risks

Risks associated with key management figures

The Group is exposed to the risk of the possible termination of employment relationships with some key management figures, on which the Group's future development and results significantly depend. Should the circumstances connected to such risk arise, considering the low-level likelihood of such, a risk would be run that may have a significant impact on the Orsero Group's equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of medium relevance. The HR department continues to be strengthened in order to attract and select the talent needed for open job positions.

Risks associated with the regulatory framework of reference

The Group operates in a number of countries and is therefore subject to the legal provisions and technical standards applicable to the products marketed and transport by ship in the relevant jurisdictions and the ensuing risk that the enactment of new regulations or changes to existing regulations could require the Group to adopt stricter standards which, in turn, could entail costs to adjust its production methods or product characteristics or, possibly, limit, even temporarily, the Group's operations with possible significant adverse effects on the Group's activities and outlooks as well as its economic, financial and equity position. Should the circumstances connected to such risk arise, considering the high-level likelihood of such, a risk would be run that may have a significant impact on the Orsero Group's equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of high relevance. Specifically, in the ship owning industry, there are two regulatory frameworks: the first at international level (IMO) and the second at European level. Regarding the international level, i.e., the regulations issued by the IMO, the Group continuously monitors the Carbon Intensity Indicator (CII) index of owned ships which measures ship energy efficiency in order to keep it within the limits established for maintaining the navigation class. At European level, the main regulations deserving of attention are those deriving from the European package of environmental initiatives aimed at reducing greenhouse gas emissions by 55% by 2030 compared to 1990 and to zero by 2050, the "EU fit for 55": EU Emission Trading System ("EU-ETS") and Fuel EU. Specifically, the EU-ETS is an emissions cap-and-trade system that aims to reduce greenhouse gas (GHG) emissions by setting a limit, or cap, on GHG emissions, applied starting from 2024 for the maritime transport sector, while the Fuel-EU incentives energy efficiency improvements and will be applied starting in 2025. As a ship logistics operator, the Group has been required to come into compliance with the current regulatory framework. Cost increases generated by these obligations are normally recovered through freight rate surcharges applied to customers.

The distribution business is affected by the European legislation on supply chain due diligence, Directive (EU) 2024/1760 (CSDD) on corporate sustainability due diligence and amending Directive (EU) 2019/1937 and Regulation (EU) 2023/2859 the implementation of which was recently postponed to 2028.

Risks related to potential conflicts of interest of members of the Board of Directors and Senior Managers

The Orsero Group is exposed to the risk that some of its Directors and Managers with Strategic Responsibilities may have their own interests in that they hold, directly or indirectly, equity stakes in the share capital of Orsero and/or hold positions on the boards of directors of companies that hold stakes in Orsero. Should the circumstances connected to such risk arise, considering the low-level likelihood of such, a risk would be run that may have a negative impact on the Orsero Group's economic, equity and financial position. The Group has adopted a policy that has specifically included quantitative limits on the professional activities carried out by independent directors with respect to the Group.

Risks associated with the administrative liability of legal entities

The Group is exposed to the risk of incurring the administrative liability of legal entities envisaged by Italian Legislative Decree 231 and any sanctions envisaged by said same Decree (or other similar applicable local regulations), due to a potential assessment of the inadequacy of the model adopted, in accordance with said Decree, by the Parent Company and Italian subsidiaries and/or the failure to apply a similar model by the Group's foreign companies. The onset of such circumstances, which is considered unlikely to occur, would,

however, entail a risk that may have negative effects on the Group's economic, equity and financial position. In view of the above, the risk referred to in this paragraph is of low relevance. Starting in 2010, the Orsero Group (formerly GF Group) has applied the organizational model and the code of ethics and appointed the ethical committee as provided by the Italian Legislative Decree of June 8, 2011, in addition to the supervisory body, in order to ensure compliance with the prescribed conditions of fairness and transparency in the conduct of business, safeguarding the company's position and image, shareholders' expectations and employees' work. The model is a valuable tool for raising awareness among all those who work on behalf of the Orsero Group so that they ensure proper and consistent conduct in carrying out their activities and a means of preventing the risk of committing crimes. The Model 231, updated in March 2024 in compliance with regulatory updates, and the Code of Ethics are available for consultation from the corporate governance section of the website www.orserogroup.it. There is also an anti-corruption policy and a Whistleblowing policy in accordance with the new regulations.

ESG risks

Risks related to climate change and the ecological transaction

The Group is exposed to the risk that climate change may adversely affect the Group's activities and performance (e.g., environmental disasters, global warming, commodity shortages). There is also a risk that the Group will fail to promptly implement an ecological transition process aligned with market expectations and in compliance with national and international regulations. Should the circumstances connected to such risk arise, considering the medium-level likelihood of such, a risk would be run that may have a significant negative impact on the Orsero Group's equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of medium-high relevance.

The Group has adopted a sustainability strategy and approved a Sustainability Policy with the aim of combining business growth with social and environmental sustainability. The strategy identifies four macro areas of action, which are strategic to the business, including reducing the business's impact on the planet.

In addition, GOAL 2 of the strategic sustainability plan is dedicated to energy efficiency in warehouses.

It should be noted that, with reference to the ESMA notice of October 24, 2024 and the Consob warning notice no. 2/24 of December 20, 2024, the Group continues to monitor climate-related impacts, which may become relevant, so as to assess whether there will be significant developments deriving from climate-related issues and if so, how intensely such developments will affect the Group's activities, operations, and, as a result, financial reporting. To this end, an interdisciplinary consultation group consisting of various Group functions was set up to survey physical and transition risks deriving from the climate-related matters to which the Group and its assets are subject.

Therefore, from this working group, which will be updated periodically, no elements emerged that would change the assumptions used in the preparation of the plans underlying impairment testing or that would result in material adjustments to the carrying amounts of the Group's assets within the next financial year.

Furthermore, to manage this risk, the Group continuously monitors the emissions generated, particularly by the naval fleet, constantly monitors regulatory developments and promotes efficient energy consumption and the improvement of environmental performance at Group sites.

Risks related to the failure to focus on human resource well-being

The Group is exposed to the risk of failing to adequately monitor the satisfaction and well-being of the Group's human capital, which can have an impact from the economic perspective (causing increased costs due to the lack of employee retention) and the social point of view, generating dissatisfaction, increased absenteeism, high turnover, loss of strategic expertise, etc. Should the circumstances connected to such risk arise, considering the low-level likelihood of such, a risk would be run that may have a significant impact on the Orsero Group's equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of medium-low relevance.

action, which are strategic to the business, including recognizing people's value. In addition, GOALS 8 and 9 of the strategic sustainability plan are dedicated to human resources.

Risks related to lack of oversight and poor visibility of the supply chain

The Group is exposed to risks generated by a lack of oversight or poor visibility of the Group's supply chain, which can result in information asymmetry with regard to critical issues from the socio-environmental perspective, which can have both reputational and operational impacts. Examples include, but are not limited to, instances of unethical conduct by suppliers or producers; lack of visibility into agricultural practices and any associated environmental and social impacts; failure to monitor negative externalities attributable to the supply chain, e.g., loss of biodiversity, destruction of local communities. Should the circumstances connected to such risk arise, considering the medium/low-level likelihood of such, a risk would be run that may have a negative impact on the Orsero Group's equity and financial position. In view of the above, the risk referred to in this paragraph is considered to be of medium relevance. The Group has adopted a sustainability strategy and approved a Sustainability Policy with the aim of combining business growth with social and environmental sustainability. The strategy identifies four macro areas of action, which are strategic to the business, including the development of responsible supply chains. In addition, GOAL 1 of the strategic sustainability plan is dedicated to engaging the supply chain on socio-environmental issues.

Other information

Share performance

On the trading day of December 30, 2024, the Orsero share price was Euro 12.70, a 25.56% decrease from its initial listing on January 2 of Euro 17.06. The stock market capitalization at December 30, 2024 was Euro 224.6 million (Euro 299.9 million at December 29, 2023).

The following table summarizes the main data relating to the shares and stock market at December 30, 2024.

Share and Stock Exchange Data	Year 2024
First price (01/02/2024)	17.06
Maximum annual price	17.56
Minimum annual price	11.20
Closing price (12/30/2024)	12.70
Average daily volume (no. of shares)	30,804
No. of shares in circulation	17,682,500
Stock-Exchange Capitalization	224,567,750

Significant shareholders

Below is a list of shareholders with an investment in excess of 5% (considering the classification of the Issuer as an SME in accordance with Art. 1, paragraph 1, letter w-quater.1 of Italian Legislative Decree no. 58/1998, as subsequently amended and supplemented (the "Consolidated Law on Finance" or "TUF")), as resulting from the Consob communications received in accordance with Art. 120 of the TUF and other information available to the Company.

Shareholder's name (1)	Number of shares	% on the total share capital
FIF Holding S.p.A. (4)	5,899,323	33.36%
Grupo Fernández S.A. (4)	1,180,000	6.67%
Praude Asset Management Ltd. (3)	1,489,680	8.42%
First Capital S.p.A. (2)	995,010	5.63%

(1) Updated situation at July 12, 2024

(2) Through its wholly owned subsidiary First SICAF S.p.A.

(3) Includes shareholdings managed by Praude Asset Management Ltd. and held by the following parties: Hermes Linder Fund SICAV Plc.; PRAUDE FUNDS ICAV; Altinum Funds Sicav Plc.; Plavis Gas SRL.

(4) The two partners are bound by a shareholder agreement, the details of which are available on the Company's

website www.orserogroup.it, section "Investors/Shareholders' agreement"

Corporate governance

The Group follows the new Corporate Governance Code published in January 2020, which is addressed to all companies listed on the Electronic Stock Market managed by Borsa Italiana. In compliance with the regulatory obligations, the "Corporate Governance Report" is drawn up once a year, which, in addition to providing a general description of the Group's corporate governance system, also gives information on the ownership structures and adhesion to the individual provisions of the Corporate Governance Code and observance of the relevant commitments. Below is a summary description of the main components of corporate governance. For a more analytical description of the elements comprising corporate governance, reference is made to a reading of the complete document on the Annual Report, available from the Governance section of www.orserogroup.it. More specifically, reference is made to the above document for information about the internal control system, aimed at managing risks relating to the financial disclosure pursuant to Art. 123-bis of the TUF.

Board of Directors

The Parent Company's Board of Directors in office as at the date of the approval of these financial statement's numbers 10 members; it was appointed by the Ordinary Shareholders' Meeting on April 26, 2023 and will remain in office until the date of approval of the financial statements as at December 31, 2025.

Board of Statutory Auditors

The Board of Statutory Auditors in office as at the date of approval of these financial statements was appointed by the Ordinary Shareholders' Meeting held on April 26, 2023 and it will remain in office until the date of approval of the financial statements as at December 31, 2025.

Financial disclosure and relations with Shareholders

In order to maintain a constant dialog with its shareholders, potential investors, and financial analysts, and in adherence with the Consob recommendation, Orsero S.p.A. has established the Investor Relator function. This role ensures continuous information between the Group and financial markets. Economic and financial data, institutional presentations, official press releases, and real-time updates on the share price are available on the Group's website in the Investor Relations section.

Tax consolidation

All Italian subsidiaries, with the exception of the ship-owning company Cosiarma, participate in the "tax consolidation" system headed by Orsero, pursuant to Articles 117 et seq. of the TUIR Tax Code, and a similar system is in place in France between AZ France and its French subsidiaries and Blampin SAS with all of its subsidiaries.

Workforce

The Notes provide an indication of the staff employed by the Group at December 31, 2024 and 2023.

Human Resources

The Group is committed to employee welfare on several fronts, offering stable working relationships and opportunities for growth. In addition, the year saw the completion of the administration of the corporate climate questionnaire to all Group Human Resources, in which welfare offers and proposals and the perception and enhancement of diversity were also evaluated. The responses obtained were analyzed to better understand the needs that emerged among the corporate population. In addition, as is already the case in the French subsidiaries, an HR listening initiative has been launched in the Italian and foreign companies by organizing individual interviews with all employees.

Safety and protection of the health of workers

As concerns occupational health and safety, the Group has continued its personnel awareness-raising activities, ensuring the appropriate level of training for each employee based on their duties and relative risk level. It should be noted that training, supervision and awareness-raising activities on the subject of accidents continue.

Environment

In line with a responsible approach, the Group is committed to limiting all of the environmental impacts generated by its activities. During 2024, the plan of interventions initiated for energy efficiency in warehouses was continued: freon engine rooms were replaced with new, more environmentally efficient equipment both in the Cavaillon warehouse of the historic French subsidiary AZ France and in the Cagliari production plant. In addition, monitoring activities continued on projects defined in the Long-Term Sustainability Plan and reported among others in the consolidated sustainability statement.

Research & Development

Considering the nature of the Orsero Group business, there was no basic or applied research carried out; however, as already indicated in the previous Reports, in the course of 2024 the Group is completing the implementation of the main integrated information and management system for the Italian companies, to meet the specific needs of the distribution segment, with innovative economic/financial planning instruments.

Information pursuant to Art. 1, paragraph 125 of Italian Law no. 124 of August 4, 2017

In accordance with Art. 1, paragraph 125 of Italian Law no. 124 of August 4, 2017 and Art. 3-quater, paragraph 2 of Italian Decree Law no. 135 of December 14, 2018, please note that some of the Group's Italian companies benefit from the aids for which publication is mandatory in the National State Aid Register.

Art. 36 of the Consob Market Regulation (adopted by Consob Resolution no. 16191/2007 as subsequently amended)

As described in the notes, the Group holds investments in some companies located outside Europe and in regard to the regulatory provisions pursuant to the title, please note that as at December 31, 2024, there were no companies coming under the scope of application of the regulatory provisions of Art. 36 of the Market Regulation, i.e. an amount of assets and revenues that exceeds 2% and 5% of the consolidated assets and revenues and the sum of all non-European companies, as a whole, is less than 10% the consolidated assets and 15% the consolidated revenues.

Art. 37 of the Consob Market Regulation

Please note that as at December 31, 2024, FIF Holding does not manage and coordinate the Parent Company Orsero in accordance with Art. 2497 of the Italian Civil Code, and, therefore, the regulatory provisions of Art. 37 of the Market Regulation do not apply.

Management and coordination

Orsero S.p.A. is not managed or coordinated pursuant to Article 2497 et seq. of the Italian Civil Code. The company FIF Holding does not manage or coordinate Orsero S.p.A. insofar as the latter operates under corporate and entrepreneurial autonomy, with autonomous capacity for negotiating relations with customers and suppliers and defining its strategic guidelines, organization and development, without any interference; FIF Holding also does not carry out any centralized Group duties; the Orsero Board of Directors operates autonomously and FIF purely performs the role of reference shareholder. All direct and indirect Italian subsidiaries of Orsero S.p.A. have fulfilled publishing obligations laid down by Art. 2497-bis of the Italian Civil Code, indicating that Orsero S.p.A. is the subject managing and coordinating them.

Transactions with related parties

In accordance with the provisions of the Regulation adopted by Consob with resolution no. 17221 of March 12, 2010 and subsequent amendments, Orsero S.p.A. has adopted a Procedure for Transactions with Related Parties, approved by the Board of Directors on February 13, 2017, and most recently amended on

November 14, 2024, which is available on the Group's website (Please see the website under governance, code of ethics and corporate policies, related party transactions procedure).

The Related Party Procedure identifies the principles the Company follows in order to ensure transparency and substantive and procedural fairness of transactions with related parties carried out by the Parent Company, directly or through subsidiaries. It aims to monitor and track the necessary information about transactions in which directors and senior managers have a personal interest and related party transactions, in order to control and, where necessary, authorize, them.

The main Group activities, carried out at market prices with related companies, regard commercial relationships for the supply of fruit and vegetables and port services. On the other hand, as concerns related parties that are individuals, these are essentially employment and/or collaboration relationships. It should be noted that during 2024 no related party transactions were implemented other than those that are part of the Group's ordinary course of business with the exception of the purchase of Inmobiliaria Pacuare PLI Limitada, a Costa Rican company owning an office in Costa Rica, which was leased to a company of the Group. With reference to dealings with related parties, please refer to the details provided in the notes.

Investments during the year

Period Group investments made in intangible assets other than goodwill and in property, plant and equipment amounted to a total of Euro 38,944 thousand, including Euro 1,671 thousand for intangible assets to complete and upgrade information systems and Euro 37,273 thousand for property, plant and equipment related to specific improvements to buildings and plants at the France, Spain, Italy and Portugal warehouses along with normal renovation investments at other sites. This Euro 37,273 thousand includes Euro 12,267 thousand for IFRS 16 "rights of use" linked to the extension of container rental contracts and new contracts and rent adjustments for inflation relating to rent on stands, warehouses and offices. The following tables show the investments made during the year (excluding IFRS 16 renewals, for which reference should be made to the specific table in Chapter 3 of the Notes) and their breakdown by sector.

Description	Country	Thousands of Euro
New ERP	Italy, Spain, Portugal	959
Enlargement and refitting of the Alverca site	Portugal	531
Warehouses upgrade	Italy, France	11,957
Bananas and avocados ripening rooms	France, Spain	1,177
Dry-docking of 2 vessels and upgrades	Italy	5,924
Others		6,129
Total investments (no IFRS 16)		26,677

Investments (Thousands of Euro)	Distribution Sector	Shipping Sector	Holding& Services Sector	Total
Intellectual property rights	573	-	42	615
Concessions, licenses and trademarks	634	-	36	670
Assets in progress and advances	32	14	-	46
Other intangible assets	327	-	12	339
Total investments in Intangible assets other than Goodwill	1,566	14	90	1,671
Land and buildings	3,096	-	352	3,448
Plantations	-	-	-	-
Plant and machinery	4,029	5,924	-	9,953
Industrial and commercial equipment	120	-	2	122
Other tangible assets	1,880	93	506	2,479
Assets in progress and advances	8,888	116	-	9,004
Total investments in Property, plant and equipment	18,014	6,132	860	25,006
Total investments	19,580	6,147	950	26,677

Transactions deriving from atypical and/or unusual transactions

In compliance with the provisions of the Consob Communication of July 28, 2006, in FY 2024, the Company did not implement any atypical and/or unusual transactions as defined in that Communication.

Transactions deriving from non-recurring transactions

Mexican laws) and the closure of the French warehouse located in Solgne, partially offset by the contingent asset originated following the signing of the settlement agreement related to the insurance premium for the LBO policy covering the customs dispute concluded in 2023, which was paid previously and subject to a dispute. It should be noted that the closure of the Solgne warehouse was decided upon in order to obtain synergies

with the other warehouses in France as far as the Banana product is concerned. For more details, refer to the Note 26 "Other operating revenues/costs" and Annex 2 "Financial statements tables stated in accordance with Consob Resolution 15519/2006".

Right to opt out of the obligation to publish an information document in the event of significant transactions

Please note that on September 9, 2019, the Company's Board of Directors resolved to apply the derogation envisaged by Art. 70, paragraph 8 and Art. 71, paragraph 1-bis of Consob Regulation no. 11971/99.

Definition of SME

As regards the definition of SMEs, as per Article 1, paragraph 1, letter w-quater. 1) of the TUF, it is noted that as at this reporting date, the Company comes under the scope of this definition given that, on the basis of the verification performed on the financial statements closed as at December 31, 2024, the simple average of daily capitalizations calculated with reference to the original price, recorded during the corporate year, as envisaged by Art. 2-ter, point 1, letter (a) of the Issuers' Regulation, totals less than the Euro 500 million threshold, insofar as the above-specified capitalization comes to approximately Euro 239 million.

Personal data protection

The Orsero Group has taken action to best fulfill the obligations envisaged by EU Regulation 679/2016, instituting a series of procedures aimed at guaranteeing constant conformity with the provisions of the law and a high degree of confidentiality of customer information, in accordance with the provisions of GDPR 679/2016. The processing carried out by the Orsero Group is based on lawfulness, correctness, transparency, limitation of purpose, data minimization, precision, storage limitation, integrity and confidentiality, as well as the new standard of accountability introduced by the Regulation.

The company has implemented organizational, physical and logical security measures to guarantee the protection of personal data in compliance with the provisions of EU Regulation 2016/679 and Italian Legislative Decree no. 2003/196.

The Group has established the position of Chief Information Officer in order to ensure the security of the Group's information, thus defining a strategy to protect all corporate assets, limiting any possible cyber risk. This figure has become indispensable in view of the increasing importance of "cyber security", covering a fundamental function in guaranteeing the security of the Group, in line with the new European regulations concerning the protection of information systems, networks and data.

Significant events after 2024 year-end close

At the date of this Annual Financial Report of the Orsero Group, there were no significant events in terms of operating activities. With reference to the latest developments in the international geopolitical situation, the

Group's management continues to monitor their developments with the aim of maintaining an efficient import and distribution logistics chain and preserving its cost-effectiveness.

Outlook for the Orsero Group

The Group's priority continues to be the sustainable growth of its business, by both external and internal channels; with regard to the latter, we believe it is important to emphasize that despite the current difficult economic situation, regular procurement from suppliers, as well as logistics and goods transportation activities that ensure business continuity, have been confirmed to date. The Group is well aware of the uncertainty of the general economic landscape linked to the macroeconomic situation resulting from the conflicts in Ukraine and the Middle East and the ensuing effects that it may have in the immediate future. However, in the face of the current European context of great uncertainty, the Group remains confident in the potential for growth and resilience of its business in the medium to long term thanks to its strong competitive positioning on essential goods and solid financial structure and the management's constant commitment to controlling costs and improving the efficiency of the production organization. Thus, the Group's commitments to the timely reporting of business performance to its stakeholders are confirmed, in addition to those relating to ESG issues to create and develop a sustainable business and operating environment in the medium to long term as outlined in the strategic sustainability plan.

Financial Statements as at December 31, 2024 of Orsero S.p.A. - Proposed resolution

Shareholders,

Following your review of the financial statements as at December 31, 2024, we propose:

1) approving the financial Statements as at December 31, 2024 of Orsero S.p.A.;
2) allocating the 2024 profit of Euro 13,434,948.00 as follows:
Euro 671,750.00 to the legal reserve;
Euro 4,338,876.50 to the extraordinary reserve; and
with regard to the remaining amount of Euro 8,424,321.50, equal to 62.70% of the profit, to be allocated to the Company's shareholders as a dividend, and therefore for a unit amount of Euro 0.50 (excluding the 833,857 treasury shares held in the Company's portfolio), with an ex-dividend date of May 12, 2025 (ex date), the date of entitlement to payment, pursuant to Article 83-terdecies of Italian Legislative Decree no. 58/1998, as amended, (Consolidated Law on Finance, or "TUF") (record date) of May 13, 2025 and date for payment of the dividend of May 14, 2025.

On behalf of the Board of Directors The Chairman Paolo Prudenziati

Orsero Consolidated Sustainability Statement as of December 31, 2024

1. General information
Basis for preparation
Governance
Strategy
Impact, risk and opportunity management 2. Environmental information
Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) 79
ESRS E1 - Climate Change
ESRS E3 - Water and marine resources
ESRS E4 - Biodiversity and ecosystems
ESRS E5 - Resource use and circular economy
3. Social information
ESRS S1 - Own workforce
ESRS S2 - Workers in the value chain
ESRS \$3 - Affected Communities
ESRS S4 - Consumers and end-users
4. Governance information
ESRS G1 - Business conduct

1. General information

Basis for preparation

Scope of consolidation

This sustainability statement is prepared on a consolidated basis, with the same scope of consolidation used for the financial statements, i.e., it includes all companies that are consolidated line-by-line for financial reporting. For a list of all companies consolidated on a line-by-line basis and for details regarding organizational changes taking place in the Group in 2024, see the "Scope of consolidation" section in the Notes to the Financial Statements. Simbacol S.A.S and I Frutti di Gil are excluded from the scope of environmental data and information because they have no headquarters. Any additional scope limitations – specified in the individual chapters – do not limit the understanding of the Group's operations and impact.

This sustainability statement includes material information regarding the Group's upstream and downstream value chain in connection with the material topics identified in its assessment of impacts, risks and opportunities based on the principle of double materiality. For an overview of which of the IROs identified as material were found to relate to Orsero's value chain, please refer to the table under Description of the process to identify and assess material impacts, risks and opportunities, as well as the sections on the individual ESRSs.

In light of the complexity and extent of the Group's supply chains, it was not possible to find specific data for each of the players in the value chain. Useful information has been obtained in order to assess the materiality of the different topics for the different phases of the value chain, where possible conducting an assessment of the criticality/priority of the main groups of players belonging to the different phases, including in this document the information necessary to illustrate their materiality. To this end, reference was made to indexes, reports and data made available by recognized international bodies.

By consolidating its supplier evaluation and management processes, as well as through the plan of stakeholder engagement activities designed to involve all main stakeholder categories, the Group is committed to defining flows that make it possible to identify and collect timely data and information regarding material topics for the segments of the value chain concerned.

Incorporation by reference

The following information is incorporated by reference to other parts of the management report:

Subject	Where to find it
Information about incentive schemes and	Remuneration report
remuneration policies linked to sustainability
matters (ESRS 2 Gov3 par.29 and ESRS E1 GOV3)
Breakdown of total revenue (ESRS 2 SBM1 par. 40)	Commentary on the performance of the business segments
	section in the Directors' Report on Operations

Governance

Role of administrative, management and supervisory bodies

The parent's Board of Directors was appointed by the Ordinary Shareholders' Meeting on April 26, 2023, and will remain in office until the date of approval of the financial statements for the year ending December 31, 2025. The ten-member Board of Directors plays a central role in defining and pursuing the company's strategic and organizational coordination goals. The corporate governance system consists of the following bodies (The Chairman of the Board of Directors does not hold an executive role within the Group):

The appointment of the current Board of Directors took place through the so-called slate voting mechanism, in compliance with the principles of gender balance – 40% of the members of the Board of Directors are female – expertise and independence. Sixty percent of the members of the Board of Directors are independent, 2 members hold executive positions and 8 are non-executive. The representation of employees and other workers is not expressed in the Board of Directors.

In 2024 the Board of Directors met 8 times with a 99% participation rate. The activity of the Board of Directors is supported by the presence of committees with advisory, proposal and control functions in accordance with the provisions of the Corporate Governance Code of listed companies published by Borsa Italiana:

Related Parties Committee: composed of three independent directors. The Committee carries out the activities and tasks assigned by the Related Parties Procedure and the provisions contained in the applicable regulations on transactions with related parties.
Remuneration and Appointments Committee: composed of three directors, the majority of them independent. Its task is to make and present proposals to the Board of Directors on remuneration policy, and to periodically assess its adequacy, overall consistency and practical application.
Sustainability Committee: composed of three independent directors, with the specific duty of carrying out screening, advisory and proposal functions for the Board of Directors on sustainability.
Control and Risk Committee: composed of three independent directors. As per the provisions of the Corporate Governance Code, the tasks entrusted to the Committee are to provide preliminary

research to support the assessments and decisions of the Board of Directors relating to the internal control system and the management of financial and non-financial risks, as well as those relating to the approval of periodic financial reports.

The Internal Control and Risk Management System (ICRMS) of Orsero S.p.A. includes various parties with specific responsibilities.

The Board of Directors plays a role in guiding and evaluating the adequacy of the ICRMS, identifying and managing risks and periodically checking system effectiveness, identifying from among its members the Chief Executive Officer, who is responsible for overseeing the functioning of the ICRMS and implementing the guidelines set by the Board of Directors, and the Control and Risks Committee, which supports the Board of Directors in evaluations and decisions concerning the ICRMS.

The Chief Executive Officer, Matteo Colombini, is responsible for identifying the main business risks, executing the guidelines set by the Board of Directors, and adapting the internal control system to operational and regulatory conditions.

The Head of Internal Audit verifies the functioning and adequacy of the ICRMS through an Audit Plan, while the Board of Statutory Auditors supervises system effectiveness. The Corporate Accounting Reporting Officer and the Supervisory Body are also involved in the ICRMS.

The internal control and risk management system refers to various regulations and best practices, including Legislative Decree 58/1998 (TUF), Italian Law 262/2005, the Consob Issuers' Regulation, the Italian Civil Code and Italian Legislative Decree 231/2001.

The ICRMS is a key pillar of corporate governance and serves as a catalyst for the various individuals and functions that contribute to running the business in a manner that is sound, fair and consistent with financial and non-financial risk management targets. Coordination between the various parties involved in the ICRMS is pursued by sharing all relevant information relating to the system, which takes place in an institutional manner through discussions between the main players in the internal control and risk management system.

With this coordination in mind and in compliance with the new CSRD regulations, those involved in the internal control and risk management system also include the Sustainability Committee and the Sustainability function, necessary to ensure better monitoring, management and control over material impacts, risks and opportunities and their effects on the company's strategy (see the section Description of the process to identify and assess material impacts, risks and opportunities).

The supervision of the company is entrusted to the Board of Statutory Auditors, composed of three statutory auditors and two alternate auditors, appointed by the Shareholders' Meeting of April 26, 2023 and in office for the financial years 2023-2025. The Statutory Auditors may ask the Directors for information and clarifications on the information received, and on the progress of corporate operations. They can also perform inspections and audits or request information at any time, as envisaged by the law.

Lucia Foti Belligambi	Chair of the Board of Statutory Auditors
Michele Paolillo	Standing Auditor
Marco Rizzi	Standing Auditor
Monia Cascone	Alternate Statutory Auditor
Paolo Rovella	Alternate Statutory Auditor

Description of how the bodies are informed about sustainability matters

The Group Sustainability Policy formalizes the roles and responsibilities of the corporate bodies and structures that oversee sustainability topics, opportunities and the associated risks, as well as their monitoring and reporting. All of the corporate departments help identify sustainability impacts that are most important to Orsero: each of them reports, for their area of competence, on risks and opportunities related to sustainability, as well as on management methods and results achieved, interacting with the Sustainability department. For this reason, in 2022 the management system was strengthened by identifying Sustainability Coordinators (contact persons for cross-cutting topics at Group level) and Sustainability Country Leaders, who, with the support of the Sustainability Officers in the various countries, locally oversee sustainability projects and performance monitoring. During the 2023, the Orsero S.p.A. Board of Directors had a board Sustainability Committee, with the specific duty of carrying out screening, advisory and proposal functions for the Board of Directors. All sustainability topics are regularly monitored by our Sustainability function, which reports to the Sustainability Committee on sustainability topics that are material to the Group (impacts, risks and opportunities), as well as regarding the evolution of the Group's sustainability strategy, major ongoing projects and the associated development actions. In the performance of its duties, the Committee may make use of external consultants should it deems this necessary, under the terms established by the Board of Directors. The issues discussed during Committee meetings are brought to the attention of the Orsero S.p.A. Board of Directors.

During 2024, the Sustainability Committee met 4 times, with regular participation of all its members and the Board of Statutory Auditors. The meetings focused on the analysis and approval of the DNF 2023, ESG risk mapping, the process of alignment with the new sustainability reporting legislation (Directive (EU) 2022/2464), ESG mentions received by the Group, an update regarding the main ongoing projects (by way of example GoEquality, GoWelfare) as well as an update of the achievements of ESG performance targets.

Information about incentive schemes and remuneration policies linked to sustainability matters

The Group's management remuneration system is designed to attract, motivate and retain key resources and is defined in such a way as to align the interests of management with those of shareholders, pursuing the priority objective of creating sustainable value in the medium to long term, through an effective and verifiable link between remuneration on the one hand and individual and Group performance on the other.

Variable remuneration establishes objectives that include economic-financial aspects for the short-term component, while for the medium- to long-term component they include both economic-financial aspects and sustainability targets. These targets are monitored and evaluated periodically to ensure that the Orsero Group continues to make progress toward a more sustainable future.

Information regarding the following disclosure requirement is contained in the Report on the 2025 Remuneration Policy and 2024 Fees Paid (prepared in accordance with Article 123-ter Consolidated Law on Finance and Article 84-quater of the Issuers' Regulation).

Statement on due diligence

The due diligence process (a process for companies to identify, prevent and mitigate their actual and potential negative impacts on people or the environment and to account for how they address the problem) is an integral part of the Group's decision-making and risk management systems and has been structured in line with OECD guidelines for multinational companies. It consists of the following steps:

Formulation of the strategic approach, with the adoption of a system of Group policies and codes
Communication of policies externally to stakeholders and internally through employee training and communication activities
Identification and prioritization of material topics (see the double materiality analysis process, conducted in line with the requirements of current regulations)
Identification of gaps and possible improvement action plans
Discussions with the stakeholders involved on material topics

In addition, the Group is committed to remediating or helping to remediate negative impacts when it is found to have been the cause of or contributed to them. The applications of the main phases of the due diligence process can be found in the paragraphs mentioned in the table below.

Core elements of due diligence	Paragraphs in the sustainability statement
a) Embedding due diligence in governance, strategy and	ESRS 2 GOV 2
business model	ESRS 2 GOV 3
	ESRS 2 SBM 3
b) Engaging with affected stakeholders	ESRS 2 SBM 2
	ESRS 2 IRO 1
	ESRS S1-2 and S1-3
	ESRS S2-2 and S2-3
	ESRS S3-2 and S3-3
	ESRS S4-2 and S4-3
c) Identifying and assessing adverse impacts	ESRS 2 IRO 1
	ESRS 2 SBM 3
d) Taking actions to address those adverse impacts	ESRS E1 MDR-A
	ESRS E3 MDR-A
	ESRS E4 MDR-A
	ESRS E5 MDR-A
e) Tracking the effectiveness of these efforts and	ESRS E1 MDR-M and MDR-T
communicating	ESRS E3 MDR-M and MDR-T
	ESRS E4 MDR-M and MDR-T
	ESRS E5 MDR-M and MDR-T

Risk management and internal controls over sustainability statement

The sustainability reporting process, like the Group's other processes, is characterized by the principles of transparency and accountability, on the basis of which the main responsibilities of the functions and bodies

involved in the process are defined. The Group has adopted a sustainability statement guideline, which formalizes the roles, stages and outputs of the process.

The reporting process involves:

Orsero S.p.A., as the holding company
Group sustainability function
Representatives of the functions involved according to the material topics, belonging to all Group companies
Data owners for each subject area, identified in the pertinent function in each of the companies included in the scope of consolidation
Supervisors for different thematic areas, for review activities

The Sustainability Statement was sent to the Orsero Sustainability Committee on 03/07/2025, shared with the Board of Directors on 03/12/2025, and will be presented to the shareholders' meeting along with the financial statements.

In view of the broad reporting scope and because of the large number of issues addressed and the relative KPIs, in order to ensure that data are comprehensive as well as accurate, the Group's Sustainability function:

adopts a platform for data collection and consolidation, ensuring that it remains traceable and so it can be checked for comprehensiveness;
defines a data collection plan, to ensure the traceability of the contact persons responsible for reporting and to verify the comprehensiveness of the information and data collected.

In addition, in order to monitor data origin, contact persons are identified that, consistent with the nature of the Group's functions, can guarantee the segregation of roles between data giver and thematic supervisor (checks on pertinence and faithful representation). As an additional check, the Group's Sustainability function performs an additional verification on all data and information received, with a focus on comparability, verifiability and comprehensibility.

Any recourse to estimates - because of the nature of the data or difficulty in finding them - is always formalized in worksheets or on the data collection and consolidation platform.

Any critical issues or areas for improvement identified by the Sustainability function or reported by the functions involved in the reporting process downstream of the annual process form the basis of the preliminary analysis phase conducted annually, in preparation for the:

updating the data collection platform employed by the Group, in order to incorporate changes, updates, improvements and changes in scope
updating of the reporting guideline, in terms of operational flow, functions involved and their responsibilities, controls, and practices employed
updating of the Orsero Group sustainability governance system.

This process is subject to reporting by the Sustainability function to the Sustainability Committee at its regular scheduled meetings.

Strategy

Strategy, business model, value chain

The Orsero Group is a leader in the marketing of fresh fruit and vegetables in Europe. It imports products from all over the world and distributes them mainly in Italy, France, Spain, Portugal and Greece, where it has 24 warehouses and 37 market-stands in general wholesale markets.

The Group's activities are divided into the following business units:

Distribution: Orsero offers a broad range of more than 300 product families, with an increasing focus on high value-added products like exotic fruits, berries, kiwis and table grapes, reducing the incidence of products such as bananas, which are characterized by high volatility and lower margins. The main sales markets are Italy, France and Spain, each accounting for about 33% of sales. Orsero adopts a diversification strategy in both sourcing and distribution, and thus sales channels, avoiding dependence on individual suppliers or customers. The customer base is equally divided between traditional channel (retailers) and large-scale retail, with no supermarket exceeding 10% of total sales. In this business unit, with the Group's two plantations in Mexico and Spain, Orsero is dedicated to the cultivation of two excellent local products: the Canary Island plantain in Tenerife and the avocado in the state of Jalisco, Mexico.
Shipping: Orsero has a refrigerated fleet of five ships, four owned and one chartered, used to transport bananas and pineapples from Colombia and Costa Rica to Europe (Setubal/Lisbon, Tarragona, and Vado Ligure). Approximately 50% of the cargo transported is own products, while the remaining 50% is for third parties. With regard to the back haul - or the Southern Europe-Central America route - Orsero enters into spot contracts for the transportation of various goods, including construction materials.

Shipping is considered an integral part of banana and pineapple distribution, ensuring a vertically integrated value chain, unlike other products that are imported by third parties and then distributed by the Orsero Group.

Services and holding company: some Group companies are involved in the management of internal services, which are indispensable for the proper functioning of our value chain.

Albenga is the place where the history of the Group began. Orsero operates extensively in Italy (549 employees), Spain (725 employees), France (610 employees), Portugal (105 employees) and Greece (29 employees), where we ripen and distribute fruit and vegetables.

In Costa Rica (43 employees) and Colombia (4 employees), inspectors are dedicated to local supplier selection and fruit quality control, by visiting plantations to make sure that the products meet the quality criteria of the markets they are destined for. In Mexico (143 employees), the Group is focused on both the production of avocados and their packaging and marketing.

For a breakdown of total revenues, see the Commentary on the performance of the business segments section in the Directors' Report on Operations.

In February 2022 the Group published the first Strategic Sustainability Plan, which is based on two prerequisites for the soundness and sustainability of a Group like Orsero: ethical business conduct and medium- to long-term value creation. Based on these pillars, strategic areas were identified and a number of concrete goals were defined that the Group is committed to achieving in the coming years. The Group reports every year on the progressive achievement of strategic goals and their possible evolution, in order to maintain a clear and transparent dialog with all stakeholders.

Please refer to the sections below for details regarding the individual goals.

	Our strategic sustainability goals		2024 update
1	100% of fruit and vegetable suppliers8 engaged in social and environmental issues by 2025	• •	37% of fruit and vegetable suppliers have signed the Supplier Code of Conduct, corresponding to 64% of volumes purchased 13% of suppliers joined Sedex, corresponding to 36% of volumes purchased
2	Completing the energy efficiency plan by 2028 by reducing consumption by 20%	• •	73.25 kWh/m3 -19.9% compared to 2018 baseline
3	Promote the reduction of food waste along the value chain, testing at least one innovative solution each year	•	Shelf-life extension and ripening slowdown tests launched on berries
4	100% of market stands involved in activities against food waste by 2025	• •	32 stands engaged 84% of the total
5	100% of Fratelli Orsero packaging to be recycled, recyclable, reusable or compostable by 2025	•	99.6% recycled, recyclable, reusable or compostable packaging
6	100% of Group companies involved in packaging circularity assessment by 2025	•	100% of Group companies involved in the mapping process
7	Inspiring people inside and outside the Group by launching a communication project every year aimed at promoting healthy, sustainable lifestyles	•	Project to analyze the evolution of fruit and vegetable consumption in Italy
8	100% of Group companies participating in the GoWelfare program by 2025	• •	18 Group companies involved 90% of the total
9	100% of Group employees involved in sustainability training and awareness initiatives by 2025	•	86% of employees have undergone sustainability training
10	100% of the Group's storage and processing warehouses certified for food safety by 2025	• •	18 warehouses certified for food safety 86% of the total
11	100% of Group companies engaged in a project aimed at supporting local communities by 2030	• •	3 Group companies involved 15% of the total

The Group is located in the fresh fruit and vegetables value chain, particularly in the produce import, ripening, packaging and distribution phases.

The main element of the chain upstream of the Group is product suppliers. In 2024, the Group purchased fruit and vegetables from more than 2,400 suppliers, both producers and traders, importing products (about 300 different types) from more than 100 countries into southern Europe.

⁸ Suppliers with a volume of product contributed of 10,000 kg or more.

Of these, more than 90% of the products came from 15 countries (Colombia, Spain, Costa Rica, Italy, France, South Africa, Ecuador, Peru, Brazil, Mexico, New Zealand, Chile, the Netherlands, Israel and Morocco). For these, an analysis was conducted by referring to the main international indexes on monitoring of socioenvironmental topics, in order to map risk profiles and gather the information needed to supplement the DMA process. Material impacts, risks, and opportunities for agricultural producers were examined during the DMA, not only limited to the two producer companies in the Group scope, but also with regard to the upstream value chain. In general, it is possible to say that many of the environmental and human rights-related IROs (climate change adaptation, emissions, water resource consumption, biodiversity erosion, respect for workers' rights, combating forced and child labor and impacts on local communities) were found to be material particularly with reference to the upstream phases in the Group's value chain. Whereas, topics such as food waste, circular economy, waste generation, energy consumption, food safety, the promotion of sustainable lifestyles, anticorruption and traceability are mainly linked to the downstream phases, where the value chain consists of traditional sales channels and large-scale retail, as well as the parties involved for instrumental activities such as transportation, packaging, waste disposal, etc.

Interests and views of stakeholders

In the performance of its activities, the Group comes into contact with numerous categories of stakeholders that it collaborates, dialogs and interacts with on a daily basis. Orsero believes that listening to and involving its stakeholders is essential to understand their needs and expectations. This approach has made it possible to develop lasting relationships, a source of competitive advantage for the Group. The mission Bringing the world closer together to grow with our customers and suppliers encapsulates the way the Group operates: it works with all key stakeholders along the value chain, fostering an environment of dialog deemed fundamental to favor inclusive and sustainable growth. To ensure constructive engagement and to understand everyone's needs, requirements and expectations, interaction with each category takes place according to dedicated methods and channels.

During 2024, the stakeholder engagement activities normally carried out (see table below) were conducted alongside stakeholder engagement activities as part of the DMA process. Following an assessment of the priority levels of different stakeholder categories, representatives of the categories identified were engaged through interviews or by filling out questionnaires. These activities were carried out as part of an industry working group organized by Freshfel (European Fresh Produce Association), an industry association. The purpose of the activities was to involve representatives from all phases of the value chain, and the results were used in the materiality assessment process.

The Sustainability function, as part of its reporting to the Sustainability Committee, annually highlights any significant outcomes that have emerged from these opportunities for discussion, and the impact they have had within the materiality assessment or how action is planned on the sustainability strategy or processes in order to align them with the results.

Stakeholders	Material topics	Method of engagement/discussion	Frequency of engagement
Customers	• Responsible procurement • Responsible marketing practices • Circular economy • Product quality and safety • Climate change adaptation • Climate change mitigation • Biodiversity • Ethical conduct and corporate culture	• Dedicated meetings • Collaborations, partnership projects • Administration of questionnaires • Category involved in stakeholder engagement activities as part of the materiality assessment process	• Ongoing • Dedicated periodic meetings
Consumers	• Product quality and safety • Responsible marketing practices • Climate change adaptation • Climate change mitigation • Biodiversity • Circular economy • Ethical conduct and corporate culture	• F.lli Orsero website • Social networks (Facebook, Instagram, etc.) • Category involved in stakeholder engagement activities as part of the materiality assessment process	• Ongoing
Suppliers	• Circular economy • Product quality and safety • Biodiversity • Water resources and water management • Climate change adaptation • Climate change mitigation • Ethical conduct and corporate culture	• Collaborations, partnership projects • Site visits • Administration of questionnaires • Dissemination of the Code of Ethics and Supplier Code of Conduct • Category involved in stakeholder engagement activities as part of the materiality assessment process	• Ongoing • Dedicated periodic meetings
Employees and trade unions	• Working conditions and well-being • Secure employment • Health and safety	• Company intranet (GoNet) • Dissemination of the Code of Ethics • Administration	• Ongoing • Dedicated periodic meetings

Stakeholders	Material topics	Method of engagement/discussion	Frequency of engagement
	• Diversity, equity and equal treatment • Ethical conduct and corporate culture • Protection of whistle blowers • Corruption and bribery	• of questionnaires, climate surveys • Company events • Meetings between employees and management
Media	• Responsible marketing practices • Circular economy • Local communities and respect for social and cultural rights • Ethical conduct and corporate culture	• Press releases • Events • Websites, social networks (Facebook, Instagram, etc.)	• Ongoing • Dedicated periodic meetings
Consumer associations, NGOs and local communities	• Responsible procurement • Responsible marketing practices • Circular economy • Biodiversity • Water resources and water management • Climate change adaptation • Climate change mitigation • Local communities and respect for social and cultural rights • Working conditions and well-being • Secure employment • Health and safety • Diversity, equity and equal treatment • Ethical conduct and corporate culture	• Initiatives in the local territories • Relationships with local communities • Dedicated meetings • Collaborations, partnership projects • Category involved in stakeholder engagement activities as part of the materiality assessment process	• Ongoing • Dedicated periodic meetings
Shareholders and the financial community	• Biodiversity • Water resources and water management • Climate change adaptation • Climate change mitigation • Ethical conduct and corporate culture	• Shareholders' meeting • Institutional website • Meetings with investors • Specially designed presentations • ESG ratings • Category involved in stakeholder engagement activities as part of the materiality assessment process	• Ongoing • Dedicated periodic meetings
Institutions and governments	• Biodiversity • Water resources and water management	• Dedicated meetings • Working groups • Conventions	• Ongoing

Stakeholders	Material topics	Method of engagement/discussion	Frequency of engagement
	• Climate change adaptation • Climate change mitigation • Ethical conduct and corporate culture	• Category involved in stakeholder engagement activities as part of the materiality assessment process

Impact, risk and opportunity management

Description of the process to identify and assess material impacts, risks and opportunities

The materiality assessment process was defined in accordance with the requirements of the Corporate Sustainability Reporting Directive (CSRD), the European Sustainability Reporting Standards (ESRS) and the guidelines issued by the European Financial Reporting Advisory Group (EFRAG). This process consisted of the following steps:

mapping of the Orsero Group value chain, including identification of material stakeholders and key inputs and outputs. The analysis looked not only at the Group scope, but also at the broader scope of the value chain, considering possible impacts, risks or opportunities indirectly linked to the Group due to its business relationships;
1. identification of potentially material topics (based on benchmarks, context analysis, etc.) and their impacts, risks and opportunities, from initial long list to a short list of topics assessed;
1. stakeholder engagement activities for discussion concerning the topics on the short list (see section Interests and views of stakeholders).
1. assessment of impact and financial materiality, according to the double materiality process:
2. a) impact assessment: assessment of the impacts the Group has on the economy, the environment and people, whether negative or positive, actual or potential, in the short, medium or long term. Potentially material impacts were assessed based on the following dimensions:
  - scale
  - scope
  - likelihood
  - irremediable character (for negative impacts)
3. b) financial assessment: a sustainability matter is material from a financial perspective if it triggers or could reasonably be expected to trigger material financial effects on the undertaking. Opportunities and risks were assessed based on the following dimensions:
  - scale
  - likelihood

In alignment with Orsero S.p.A.'s Internal Control and Risk Management System (ICRMS) (see the section Role of Administrative, Management and Supervisory Bodies), the assessment process involved the Head of Internal Audit, the Corporate Accounting Reporting Officer and the Chief Executive Officer. The double materiality analysis led to the identification of environmental, social or governance issues that were material from both an impact and a financial perspective. EFRAG guidelines currently leave it up to the company to

identify the threshold above which a topic should be considered material. The Group has defined a threshold that allows for maximum transparency on potentially sensitive topics, considering the Group's characteristics and the specific case. The identification of material topics through the double materiality process offers the Group a confirmation of the strategic choices made to date in the area of sustainability, as well as impetus in terms of the evolution of the future approach. The topics that emerged actually confirmed the topics identified as material in previous assessments performed by the Group but allowed for a better definition of the associated impact, risk or opportunity dimensions.

The result of the double materiality analysis was shared with the Group's management in order to receive confirmation, feedback or any suggestions for supplementing or clarifying the findings. Finally, an overview of the process and the results that emerged were shared with the Sustainability Committee on 11/14/2024.

List of Impacts, Risks and Opportunities from the double materiality analysis

Disclosure Requirement and related datapoint	ESRS sub topic	Nature and type of impact Time horizon Engagement of the value chain	IRO Description
ESRS E1 - Climate Change	Climate change mitigation	Negative actual impact; Medium to long term; Throughout the entire value chain (producers, distributors, customers)	Intensification of the phenomenon of climate change due to the increase in greenhouse gas emissions (Scope 1, 2 and 3), generated directly and indirectly by a company's own operations and those deriving from its value chain. The various pollutants, particularly carbon dioxide, are largely generated by unsustainable and harmful agricultural practices - involving the significant use of plant protection products and pesticides, excessive tilling and continuous land-use change, as well as the heavy use of agricultural equipment and machinery that is not environmentally and natural resource friendly - as well as virgin resource-dependent packaging systems and product transportation procedures that employ highly polluting vehicles.
		Negative actual impact; Medium to long term; Throughout the entire value chain (producers, distributors, customers)	Dependence on non-renewable sources (fossil fuels), for energy production and use. High energy demand for product cultivation, production, storage and distribution systems contributes to increased dependence on hydrocarbons. In particular, energy-intensive activities such as food refrigeration affect global warming and increased greenhouse gas emissions.
	Climate change adaptation	Actual risk; Short-term; Upstream in the value chain (producers) and in own operations	The increase in the intensity and frequency of extreme weather events is a risk factor for the continuity and efficiency of agricultural activities. Crop damage, as a result of such events, is likely to generate additional costs, adversely affect the availability of fresh produce, supply stability and the ability of the company to meet market demand. A resilient and strategic approach to

			managing these risks is essential to ensure long term business strength.
	Energy	Actual risk; Short-term; Throughout the entire value chain (producers, distributors, customers)	Energy price volatility represents a financial risk factor with a possible impact on operating costs, particularly in temperature-controlled supply chains. Increased energy costs in the export and processing sectors lead to higher production expenses and a negative impact on consumer prices. This phenomenon directly affects the competitiveness of the entire supply chain, particularly affecting energy-intensive production factors - such as those dedicated to the storage of readily available food products - and necessitating a strategic approach to energy efficiency management.
ESRS E3 - Water and marine resources	Water - Water resources	Actual opportunity for positive impact; Medium term; Upstream in the value chain (producers) and in own operations	Investments in advanced irrigation systems and water recycling and treatment technologies improve the efficiency and management of water resources in agriculture. Adopting drip irrigation, for example, reduces waste and optimizes consumption. Modern greenhouses, equipped with advanced retention and filtration systems, limit pollutant emissions, ensuring that discharged water does not harm the environment. By adopting such tools, the company contributes to minimizing the use of water resources, supporting water cycle resilience and preventing soil erosion, with medium- and long-term benefits for both the environment and the overall sustainability of agricultural activities.
	Water - Water resources	Negative actual impact; Short-term; Upstream in the value chain (producers) and in own operations	Degradation of water quality due to runoff of agricultural pesticides and fertilizers used in the process of growing and caring for fresh produce. Poor water quality irreversibly damages the environment and the ecosystem and also poses a potential danger to human health as this resource enters the processing cycle of the products offered by the agri-food industry.
	Water - Water consumption and withdrawal	Negative actual impact; Short-term; Upstream in the value chain (producers) and in own operations	Availability of water resources threatened by intensive use of water for the irrigation of fruit and vegetable crops. In addition, the over-extraction of freshwater for agriculture can limit the available water resources on which local communities depend, especially in water-stressed areas.
ESRS E4 - Biodiversity and ecosystems	Direct impact drivers of biodiversity loss, the state of species and the condition of ecosystems	Negative actual impact; Medium-long-term; Upstream in the value chain (producers) and in own operations	Agricultural overexploitation, land use changes - such as deforestation or the creation of mono cultures - and land pollution due to the use of chemicals severely alter local ecosystems and reduce biodiversity, generating a loss of habitats as well as animal and plant species. This decline, which in the short-term takes the form of increased resource use to make up for ecosystem services previously provided by nature, generates

emarket sdir storage
CERTIFIED

			a loss of crop yields and a deterioration in soil fertility and health.
ESRS E5 - Circular economy	Resource inflows - Packaging	Actual opportunity for positive impact; Medium term; Throughout the entire value chain (producers, distributors, customers) and in own operations	The integration of circular economy practices within the production process is a strategic driver for the Group: it generates long-term added value and strengthens competitiveness, in a context increasingly attentive to sustainability. Participation in industry partnerships and innovation in packaging solutions can contribute significantly to waste reduction, avoiding the waste of resources and raw materials. The use of sustainably sourced materials, together with an approach geared toward recycling and the reuse of packaging materials, makes it possible to further limit the ecological footprint, supporting climate change mitigation.
	Resource outflows - Waste	Negative actual impact; Short-term; Throughout the entire value chain (producers, distributors, customers) and in own operations	Increased waste generation throughout the entire value chain can result in the dispersion of materials that are potentially reusable in the circular economy. The ineffective recovery and management of these materials can result in increased reliance on landfilling, affecting environmental degradation, greenhouse gas emissions and natural resources. This risk slows down the process of transitioning to a more sustainable and resilient business model.
ESRS S1 – Own workforce	Working conditions	Actual opportunity for positive impact; Medium term; Own operations	Firms that invest in the well-being of their employees enhance their reputation as responsible employers, fostering talent attraction and retention, resulting in a positive impact on productivity and operational efficiency. Implementing well-being policies, targeted benefits and initiatives for improving working conditions - in terms of safety, work-life balance, inclusion and pay adequacy - contributes to creating more motivating and challenging work environments. Such an approach not only improves the business climate but is also reflected increased competitiveness and business strength in the long term.
	Training and skills development	Actual opportunity for positive impact; Short term; Own operations	The provision of continuous learning opportunities, through induction programs, leadership training, career advancement, coaching and mentoring, contributes to the professional development of employees and plays a strategic role in attracting and retaining human resources. This commitment favors the consolidation of qualified human capital while also enhancing the company's competitiveness, resilience and performance and strengthening its reputation as a responsible employer.

	Equal treatment and opportunities for all	Actual opportunity for positive impact; Medium long-term; Own operations	Addressing gender equity issues and promoting women's participation is a strategic opportunity for the Group to benefit from greater diversity of perspectives and more informed and innovative contributions. Developing policies and initiatives that support women's access to positions of responsibility promotes social justice, but also improves business efficiency, creating long-term value for the business and the communities in which it operates.
	Collective bargaining	Actual opportunity for positive impact; Medium long-term; Own operations	The adoption of collective bargaining mechanisms contributes significantly to the protection of human resources, ensuring fairer and safer working conditions. This approach favors dialog and cooperation between the company and its employees, improving staff satisfaction and motivation. The implementation of such tools supports worker well-being and strengthens the Group's stability and competitiveness.
	Working conditions	Potential risk; Short-term; Upstream in the value chain and in own operations	Developments in national and international guidelines regarding the use of labor from outside the company, including various forms of contracting and collaboration with agent, pose a potential risk to the company: regulatory restrictions could affect operational continuity and flexibility, with possible negative impacts on costs and process efficiency. In addition, the risk of supplier and partner non-compliance with their contractual obligations to employees could have legal and reputational implications, making careful monitoring and strict supply chain management essential.
	Health and safety	Actual risk; Short-term; Throughout the entire value chain and in own operations	Inappropriate and inadequate preparation and training regarding the storage of substances used in the production process or the use of machinery to process and transport products can lead to an increase in work-related injuries. Effective management of the topic regarding occupational health and safety is essential to mitigate the risks of accidents. Safe operating procedures and advanced monitoring systems reduce the risk of harmful events and the associated costs, improving worker protection and operational continuity as well as the overall efficiency of the company.
ESRS S2 - Workers in the value chain	Working conditions	Actual opportunity for positive impact; Medium long-term; Upstream in the value chain (producers)	Social certifications are a key element to promote positive changes in organizations by improving working conditions, ensuring fair wages and supporting ethical practices. Recognized certifications, such as Fair Trade and Rainforest Alliance, help ensure that practices throughout the supply chain are responsible and respectful of workers' rights. The adoption of such standards by

			the company's suppliers also as a result improves
			corporate integrity and transparency and
			strengthens the trust of consumers and investors, in an environment increasingly attentive to
			human rights.
	Child labor and forced labor	Actual risk; Short-term; Upstream in the value chain (producers)	The risk of forced and child labor in the fresh produce industry is still a critical ethical and operational issue that undermines regulatory compliance, competitiveness and the corporate image and increases legal and reputational risks. The adoption of strict controls in the supply chain, together with due diligence policies and the dissemination of internationally recognized social certifications, makes it possible to prevent such practices, protecting workers' rights and ensuring high standards of social responsibility.
ESRS S3 - Local communities	Local communities	Actual opportunity for positive impact; Medium long-term; Throughout the entire value chain	The design and implementation of projects to support local communities, such as supporting schools or other initiatives aimed at economic and social prosperity, is concrete evidence of the company's commitment to corporate social responsibility. Such activities not only contribute to the well-being of local organizations, but also strengthen local ties, improving the corporate reputation, encouraging a shared development process and creating long-term added value.
ESRS S4 - Consumers and end-users	Personal safety of consumers and end-users	Potential risk; Short-term; Downstream in the value chain (customers and consumers)	Harmful effects on human health, such as food borne intoxication resulting from the consumption of contaminated products. Contaminants - physical, chemical or process substances - unintentionally released into the air, soil or production and product processing environments generate adverse health effects for consumers and end users and compromise the quality, integrity and safety of the products offered.
	Responsible marketing practices	Potential opportunity for positive impact; Medium-long-term; Downstream in the value chain (customers and consumers)	Offering convenient and environmentally friendly solutions to consumers gives the company the opportunity to generate a positive impact on society. The Group has the opportunity to promote awareness of the value of sustainable consumption, by encouraging more aware decisions by end users. This approach contributes to environmental protection and encourages a cultural change that stimulates responsible behavior.
	Access to quality information - transparency and traceability	Actual opportunity for positive impact; Short term; Throughout the entire value chain	Improving traceability and transparency throughout the supply chain strengthens stakeholder trust and ensures compliance with regulatory requirements, with positive effects on business competitiveness. In the agri-food sector specifically, the increasing focus of consumers on food origin and quality makes transparency a

			strategic factor. At the same time, pressure from retailers regarding greater supply chain visibility is gradually extending, incentivizing more responsible and sustainable practices throughout the value chain.
ESRS G1 - Business conduct	Corporate culture and corruption and bribery	Actual opportunity for positive impact; Short term; Throughout the entire value chain	Adopting a rigorous approach to regulatory compliance, anti-corruption and ethical business conduct contributes to strengthening the assessment of the company and stakeholder confidence. The promotion of a culture of integrity, supported by awareness-raising initiatives targeting employees on proper behavior practices, fosters transparency and accountability, creating a more robust work environment aligned with the Group's principles. In addition, structured risk assessment systems and compliance programs make it possible to identify and mitigate potential critical issues, reducing exposure to penalties and litigation and ensuring long-term business sustainability.
Entity specific ESRS	Food waste	Actual opportunity for positive impact; Short term; Throughout the entire value chain	Combating food waste is the central theme of the Group's Strategic Sustainability Plan and is managed through a two-pronged approach: both preventing waste and combating it. With this in mind, the development of systems for donating surpluses, recycling waste and recovering food products for use in supply chains other than human consumption - such as, for example, the energy sector, the cosmetics sector or the animal feed production sector - contributes significantly to the development of a supply chain that is more attentive to waste and nutrient recovery. Such initiatives not only support environmental sustainability activities but also provide opportunities for innovation and efficiency improvement in business operations.

Disclosure Requirements in ESRS covered by the undertaking's sustainability statement

General Information

Disclosure Requirement	Disclosure	Location/Comment	Omission
BP-1	General basis for preparation of the sustainability statement	p.50
BP-2	Disclosure in relation to specific circumstances	p.50

GOV-1	Role of administrative, management and supervisory bodies	p.51
GOV 2	Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies	p.53
GOV-3	Integration of sustainability related performance in incentive schemes	p.53
GOV–4	Statement on due diligence	p.54
GOV–5	Risk management and internal controls over sustainability statement	p.54
SBM-1	Strategy, business model and value chain	p.56
SBM-2	Interests and views of stakeholders	p.58
SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	p.62
IRO-1	Description of the process to identify and assess material impacts, risks and opportunities	p.61
IRO-2	Disclosure Requirements in ESRS covered by the undertaking's sustainability statement	p.67

ESRS E1 – Climate change

Disclosure Requirement	Disclosure	Location/Comment
GOV 3	Integration of sustainability related performance in incentive schemes	p.87
E1-1	Transition plan for climate change mitigation	p.87
ESRS 2 SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	p.88
ESRS 2 IRO-1	Description of the processes to identify and assess material climate-related impacts, risks and opportunities	p.88
E1-2	Policies related to climate change mitigation and adaptation	p.89

E1-3 E1-4	Actions and resources in relation to climate change policies Targets related to climate	p.89 p.90
	change mitigation and adaptation
E1-5	Energy consumption and mix	p.91
E1-6	Gross Scopes 1, 2, 3 and Total GHG emissions	p.92
E1-9	Anticipated financial effects from material physical and transition risks and potential climate-related opportunities	p.95	The undertaking may omit the information prescribed by ESRS E1-9 for the first year of preparation of its sustainability statement. The undertaking may comply with ESRS E1-9 by reporting only qualitative disclosures for the first 3 years of preparation of its sustainability statement, if it is impracticable to prepare quantitative disclosures.

ESRS E3 – Water and marine resources

Disclosure Requirement	Disclosure	Location/Comment	Omission
ESRS 2 IRO-1	Description of the processes to identify and assess material water and marine resources related impacts, risks and opportunities	p.95
E3-1	Policies related to water and marine resources	p.95
E3-2	Actions and resources related to water and marine resources	p.95
E3-3	Targets related to water and marine resources	p.96
E3-4	Water consumption	p.96
E3-5	Anticipated financial effects of material water and marine resources-related risks and opportunities	p.97	The undertaking may omit the information prescribed by ESRS E3-5 for the first year of preparation of its sustainability statement. The undertaking may comply with ESRS E3-5 by reporting only qualitative disclosures, for the first 3 years of preparation of its sustainability statement.

ESRS E4 – Biodiversity and ecosystems

Disclosure Requirement	Disclosure	Location/Comment	Omission
E4-1	Transition plan and consideration of biodiversity and ecosystems in strategy and business model	p.97
SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	p.97
ESRS 2 IRO-1	Description of processes to identify and assess material biodiversity and ecosystem related impacts, risks, dependencies and opportunities	p.97
E4-2	Policies related to biodiversity and ecosystems	p.98
E4-3	Actions and resources related to biodiversity and ecosystems	p.98
E4-4	Targets related to biodiversity and ecosystems	p.99
E4-5	Impact metrics related to biodiversity and ecosystems change	p.99
E4-6	Anticipated financial effects of material biodiversity- and ecosystem-related risks and opportunities	p.100	The undertaking may omit the information prescribed by ESRS E4-6 for the first year of preparation of its sustainability statement. The undertaking may comply with ESRS E4-6 by reporting only qualitative disclosures, for the first 3 years of preparation of its sustainability statement.

ESRS E5 – Resource use and circular economy

Disclosure Requirement	Disclosure	Location/Comment	Omission
ESRS 2 IRO-1	Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities	p.101
E5-1	Policies related to resource use and circular economy	p.101

E5-2	Actions and resources in	p.101
	relation to resource use and
	circular economy
E5-3	Targets related to resource use	p.103
	and circular economy
E5-4	Resource inflows	p.103
E5-5	Resource outflows	p.104
Entity specific	Food Waste	p.105
E5-6	Anticipated financial effects from material resource use and circular economy-related risks and opportunities	p.107	The undertaking may omit the information prescribed by ESRS E5-6 for the first year of preparation of its sustainability statement. The undertaking may comply with ESRS E5-6 by reporting only qualitative disclosures, for the first 3 years of preparation of its sustainability statement.

ESRS S1 - Own workforce

Disclosure Requirement	Disclosure	Location/Comment
ESRS 2 SBM-2	Interests and views of stakeholders	p.108
ESRS 2 SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	p.108
S1-1	Policies related to own workforce	p.108
S1-2	Processes for engaging with own workforce and workers' representatives about impacts	p.110
S1-3	Processes to remediate negative impacts and channels for own workers to raise concerns	p.110
S1-4	Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions	p.108
S1-5	Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities	p.111

S1-6	Characteristics of the	p.112
	Undertaking's Employees
S1-7	Characteristics of non	p.113
	employee workers in the

	undertaking's own workforce
S1-8	Collective bargaining coverage	p.114
	and social dialog
S1-9	Diversity metrics	p.115
S1-10	Adequate wages	p.114
S1-11	Social protection	p.116
S1-12	Persons with disabilities	p.115
S1-13	Training and Skills	p.111
	Development metrics
S1-14	Health and safety metrics	p.117
S1-15	Work-life balance metrics	p.118
S1-16	Remuneration metrics (pay	p.115
	gap and total remuneration)
S1-17	Complaints and severe human	p.119
	rights impacts

ESRS S2 – Workers in the value chain

Disclosure Requirement	Disclosure	Location/Comment
ESRS 2 SBM-2	Interests and views of stakeholders	p.119
ESRS 2 SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	p.119
S2-1	Policies related to value chain workers	p.120
S2-2	Processes for engaging with value chain workers about impacts	p.122
S2-3	Processes to remediate negative impacts and channels for value chain workers to raise concerns	p.122
S2-4	Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions	p.120
S2-5	Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities	p.122

ESRS S3 – Affected Communities

Disclosure Requirement	Disclosure	Location/Comment
ESRS 2 SBM-2	Interests and views of stakeholders	p.123
ESRS 2 SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	p.123
S3-1	Policies related to affected communities	p.124
S3-2	Processes for engaging with affected communities about impacts	p.125
S3-3	Processes to remediate negative impacts and channels for affected communities to raise concerns	p.125
S3-4	Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions	p.124
S3-5	Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities	p.125

ESRS S4 – Consumers and end-users

Disclosure Requirement	Disclosure	Location/Comment
ESRS 2 SBM-2	Interests and views of stakeholders	p.126
ESRS 2 SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	p.126
S4-1	Policies related to consumers and end-users	p.127
S4-2	Processes for engaging with consumers and end-users about impacts	p.128
S4-3	Processes to remediate negative impacts and channels	p.128

	for consumers and end-users to raise concerns
S4-4	Taking action on material impacts on consumers and end- users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions	p.127
S4-5	Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities	p.129

ESRS G1 – Business conduct

Disclosure Requirement	Disclosure	Location/Comment
ESRS 2 GOV-1	Role of administrative, management and supervisory bodies	p.130
ESRS 2 IRO-1	Description of the processes to identify and assess material impacts, risks and opportunities	p.131
G1-1	Business conduct policies and corporate culture	p.131
G1-2	Management of relationships with suppliers	p.132
G1-3	Prevention and detection of corruption and bribery	p.132
G1-4	Incidents of corruption or bribery	p.132
G1-5	Political influence and lobbying activities	p.134
G1-6	Payment practices	p.134

Table of all datapoints that derive from other EU legislation

List of datapoints in cross-cutting and topical standards that derive from other EU legislation.

Disclosure Requirement and related datapoint	SFDR reference	Pillar 3 reference	Benchmark Regulation reference
ESRS 2 GOV-1 Board's gender diversity, paragraph 21 (d)	Indicator number 13 of Table #1 of Annex 1 - not applicable		Commission Delegated Regulation (EU) 2020/1816 (5), Annex II - not applicable
ESRS 2 GOV-1 Percentage of board members who are independent, paragraph 21 (e)			Delegated Regulation (EU) 2020/1816, Annex II - not applicable
ESRS 2 GOV-4 Statement on due diligence paragraph 30	Indicator number 10 of Table #3 of Annex 1 - not applicable
ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities, paragraph 40 (d) i	Indicator number 4 of Table #1 of Annex 1 - not applicable	Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 (6), Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on Social risk - not applicable	Delegated Regulation (EU) 2020/1816, Annex II - not applicable
ESRS 2 SBM-1 Involvement in activities related to chemical production, paragraph 40 (d) ii	Indicator number 9 of Table #2 of Annex 1 - not applicable		Delegated Regulation (EU) 2020/1816, Annex II - not applicable
ESRS 2 SBM-1 Involvement in activities related to controversial weapons, paragraph 40 (d) iii	Indicator number 14 of Table #1 of Annex 1 - not applicable		Delegated Regulation (EU) 2020/1818 (7), Article 12(1) and Delegated Regulation (EU) 2020/1816, Annex II - not applicable
ESRS 2 SBM-1 Involvement in activities related to cultivation and			Delegated Regulation (EU) 2020/1818, Article 12(1) and Delegated Regulation (EU) 2020/1816,

production of tobacco,			Annex II - not
paragraph 40 (d) iv			applicable
ESRS E1-1				Regulation (EU)
Transition plan to				2021/1119, Article
reach climate				2(1) - not applicable
neutrality by 2050,
paragraph 14
ESRS E1-1		Article 449a	Delegated Regulation
Undertakings		Regulation (EU) No	(EU) 2020/1818,
excluded from Paris		575/2013;	Article 12.1 (d) to (g),
aligned Benchmarks,		Commission	and Article 12.2 - not
paragraph 16 (g)		Implementing	applicable
		Regulation (EU)
		2022/2453 Template
		1: Banking book -
		Climate Change
		transition risk: Credit
		quality of exposures
		by sector, emissions
		and residual maturity
		- not applicable
ESRS E1-4	Indicator number 4	Article 449a	Delegated Regulation
GHG emission	of Table #2 of Annex	Regulation (EU) No	(EU) 2020/1818,
reduction targets,	1 - not applicable	575/2013;	Article 6 - not
paragraph 34		Commission	applicable

		Implementing
		Regulation (EU)
		2022/2453 Template
		3: Banking book -
		Indicators of
		potential climate
		change transition
		risk: Alignment
		metrics - not
		applicable
ESRS E1-5	Indicator number 5
Energy consumption	Table #1 and
from fossil sources	Indicator n. 5 Table
disaggregated by	#2 of Annex 1 - not
sources (only high	applicable
climate impact
sectors), paragraph
38
ESRS E1-5 Energy	Indicator number 5
consumption and mix,	of Table #1 of Annex
paragraph 37	1 - not applicable
ESRS E1-5	Indicator number 6
Energy intensity	of Table #1 of Annex
associated with	1 - not applicable
activities in high
climate impact
sectors, paragraphs
40 to 43

ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions, paragraph 44	Indicator number 1 and 2 of Table #1 of Annex 1 - not applicable	Article 449a; Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book – Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity - not applicable	Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1) - not applicable
ESRS E1-6 Gross GHG emissions intensity, paragraphs 53 to 55	Indicator number 3 of Table #1 of Annex 1 - not applicable	Article 449a; Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book - Indicators of potential climate change transition risk: Alignment metrics - not applicable	Delegated Regulation (EU) 2020/1818, Article 8(1) - not applicable
ESRS E1-7 GHG removals and carbon credits, paragraph 56				Regulation (EU) 2021/1119, Article 2(1) - not applicable
ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks, paragraph 66			Delegated Regulation (EU) 2020/1818, Annex II Delegated Regulation (EU) 2020/1816, Annex II - not applicable
ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk, paragraph 66 (a) ESRS E1-9 Location of significant assets at material physical risk paragraph 66 (c)		Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraphs 46 and 47; Template 5: Banking book - Climate change physical risk: Exposures subject to physical risk - not applicable

ESRS E1-9		Article 449a
Breakdown of the		Regulation (EU) No
carrying value of its		575/2013;
real estate assets by		Commission
energy efficiency		Implementing
classes, paragraph 67		Regulation (EU)
(c)		2022/2453
		paragraph 34;

		Template 2: Banking
		book - Climate
		change transition
		risk: Loans
		collateralized by
		immovable property
		- Energy efficiency of
		the collateral - not
		applicable
ESRS E1-9			Delegated Regulation
Degree of exposure of			(EU) 2020/1818,

the portfolio to			Annex II - not
climate-related			applicable
opportunities,
paragraph 69
ESRS E2-4	Indicator number 8
Amount of each	Table #1 of Annex 1
pollutant listed in	Indicator number 2
Annex II of the	Table #2 of Annex 1
EPRTR Regulation	Indicator number 1
(European Pollutant	Table #2 of Annex 1

Release and Transfer	Indicator number 3
Register) emitted to	Table #2 of Annex 1 -
air, water and soil,	not applicable
paragraph 28
E3-1	Indicator number 7
Water and marine	of Table #2 of Annex
resources paragraph 9	1 - not applicable
ESRS E3-1	Indicator number 8
Dedicated policy,	of Table #2 of Annex
paragraph 13	1 - not applicable
ESRS E3-1	Indicator number 12
Sustainable oceans	of Table #2 of Annex

and seas, paragraph	1 - not applicable
14
ESRS E3-4	Indicator number 6.2
Total water recycled	of Table #2 of Annex
and reused,	1 - not applicable
paragraph 28 (c)
ESRS E3-4	Indicator number 6.1
Total water	of Table #2 of Annex
consumption in m3	1 - not applicable
per net revenue on

own operations,
paragraph 29
ESRS 2 IRO -1 – E4	Indicator number 7
paragraph 16 (a) (i)	of Table #1 of Annex
	1 - not applicable
ESRS 2 IRO -1 – E4	Indicator number 10
paragraph 16 (b)	of Table #2 of Annex
	1 - not applicable
ESRS 2 IRO -1 – E4	Indicator number 14
paragraph 16 (c)	of Table #2 of Annex
	1 - not applicable
ESRS E4 - 2	Indicator number 11
Sustainable	of Table #2 of Annex
land/agriculture	1 - not applicable
practices or policies,
paragraph 24 (b)
ESRS E4 - 2	Indicator number 12
Sustainable	of Table #2 of Annex
oceans/seas practices	1 - not applicable
or policies, paragraph
24 (c) ESRS E4 - 2	Indicator number 15
Policies to address	of Table #2 of Annex
deforestation,	1 - not applicable
paragraph 24(d)

ESRS E5 - 5 Non -recycled waste	Indicator number 13 of Table #2 of Annex
paragraph 37 (d)	1 - not applicable
ESRS E5 - 5	Indicator number 9
Hazardous waste and	of Table #1 of Annex
radioactive waste,	1 - not applicable
paragraph 39
ESRS 2 – SBM3 – S1	Indicator number 13
Risk of incidents of	of Table #3 of Annex
forced labor,	1 - not applicable
paragraph 14 (f)
ESRS 2 – SBM3 – S1	Indicator number 12
Risk of incidents of	of Table #3 of Annex
child labor, paragraph	1 - not applicable
14 (g)
ESRS S1 - 1	Indicator number 9
Human rights policy	Table #3 and
commitments,	Indicator n. 11 Table
paragraph 20	#1 of Annex 1 - not
	applicable
ESRS S1 - 1		Delegated Regulation
Due diligence policies		(EU) 2020/1816,
on issues addressed		Annex II - not
by the fundamental		applicable
International Labor
Organisation

Conventions 1 to 8,
paragraph 21
ESRS S1 - 1	Indicator number 11
Processes and	of Table #3 of Annex
measures for	1 - not applicable
preventing trafficking
in human beings,
paragraph 22
ESRS S1 - 1	Indicator number 1
Workplace accident	of Table #3 of Annex
prevention policy or	1 - not applicable
management system,
paragraph 23
ESRS S1 - 3	Indicator number 5
Grievance/complaints	of Table #3 of Annex
handling	1 - not applicable
mechanisms,
paragraph 32 (c)
ESRS S1 -14	Indicator number 2	Delegated Regulation
Number of fatalities	of Table #3 of Annex	(EU) 2020/1816,
and number and rate	1 - not applicable	Annex II - not
of work -related		applicable
accidents, paragraph
88 (b) and (c)

ESRS S1 -14	Indicator number 3
Number of days lost to	of Table #3 of Annex
injuries, accidents,	1 - not applicable
fatalities or illness,
paragraph 88 (e)
ESRS S1 -16	Indicator number 12	Delegated Regulation
Unadjusted gender	of Table #1 of Annex	(EU) 2020/1816,
pay gap, paragraph 97	1 - not applicable	Annex II - not
(a)		applicable
ESRS S1 -16	Indicator number 3
Excessive CEO pay	of Table #8 of Annex
ratio, paragraph 97	1 - not applicable
(b)
ESRS S1 -17	Indicator number 3
Incidents of	of Table #7 of Annex
discrimination,	1 - not applicable
paragraph 103 (a)
ESRS S1 -17 Non -	Indicator number 10	Delegated Regulation
respect of UNGPs on	Table #1 and	(EU) 2020/1816,
Business and Human	Indicator n. 14 Table	Annex II Delegated
Rights and OECD,	#3 of Annex 1 - not	Regulation (EU)
paragraph 104 (a)	applicable	2020/1818, Art 12 (1)
		- not applicable
ESRS 2 SBM -3 – S2	Indicators number 12
Significant risk of	and n. 13 Table #3 of
child labor or forced	Annex I - not
labor in the value	applicable

chain, paragraph 11 (b)
ESRS S2 - 1	Indicator number 9
Human rights policy	Table #3 and
commitments,	Indicator n. 11 Table
paragraph 17	#1 of Annex 1 - not
	applicable
ESRS S2 -1 Policies	Indicators number 11
related to value chain	and n. 4 Table #3 of
workers, paragraph 18	Annex I - not
	applicable
ESRS S2 -1 Non -	Indicator number 10	Delegated Regulation
respect of UNGPs on	of Table #1 of Annex	(EU) 2020/1816,
Business and Human	1 - not applicable	Annex II Delegated
Rights principles and		Regulation (EU)
OECD guidelines,		2020/1818, Art 12 (1)
paragraph 19		- not applicable
ESRS S2 - 1		Delegated Regulation
Due diligence policies		(EU) 2020/1816,
on issues addressed		Annex II - not
by the fundamental		applicable
International Labor
Organization
Conventions 1 to 8,
paragraph 19
ESRS S2 - 4	Indicator number 14
Human rights issues	of Table #3 of Annex
and incidents	1 - not applicable
connected to its
upstream and
downstream value
chain, paragraph 36
ESRS S3 - 1	Indicator number 9
Human rights policy	Table #3 and
commitments,	Indicator n. 11 Table
paragraph 16	#1 of Annex 1 - not
	applicable
ESRS S3 - 1	Indicator number 10	Delegated Regulation
Non -respect of	of Table #1 of Annex	(EU) 2020/1816,
UNGPs on Business	1 - not applicable	Annex II Delegated
and Human Rights,		Regulation (EU)
ILO principles or and		2020/1818, Art 12 (1)
OECD guidelines,		- not applicable
paragraph 17
ESRS S3 - 4	Indicator number 14
Human rights issues	of Table #3 of Annex
and incidents,	1 - not applicable
paragraph 36
ESRS S4 -1 Policies	Indicator number 9
related to consumers	Table #3 and
and end -users,	Indicator n. 11 Table
paragraph 16

	#1 of Annex 1 - not
	applicable
ESRS S4-1	Indicator number 10	Delegated Regulation
Non-respect of	of Table #1 of Annex	(EU) 2020/1816,
UNGPs on Business	1 - not applicable	Annex II Delegated
and Human Rights		Regulation (EU)
and OECD guidelines,		2020/1818, Art 12 (1)
paragraph 17		- not applicable
ESRS S4-4	Indicator number 14
Human rights issues	of Table #3 of Annex
and incidents,	1 - not applicable
paragraph 35
ESRS G1-1	Indicator number 15
United Nations	of Table #3 of Annex
Convention against	1 - not applicable
Corruption,
paragraph 10 (b)
ESRS G1-1	Indicator number 3
Protection of whistle	of Table #6 of Annex
blowers, paragraph 10	1 - not applicable
(d)
ESRS G1-4	Indicator number 17	Delegated Regulation
Fines for violation of	of Table #3 of Annex	(EU) 2020/1816,
anti-corruption and	1 - not applicable	Annex II - not
anti-bribery laws,		applicable
paragraph 24 (a)
ESRS G1-4	Indicator number 16
Standards of	of Table #3 of Annex
anticorruption and	1 - not applicable
anti-bribery
paragraph 24 (b)

2. Environmental information

Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)

Within the Sustainable Finance Action Plan adopted in 2018 by the European Commission, a classification system for sustainable assets was established, formalized in Regulation (EU) 2020/852 (hereinafter "the Taxonomy Regulation"). This regulation defined the criteria for determining whether an economic activity can be considered environmentally sustainable, i.e. in line with the six environmental objectives defined by the European Union. Current regulations (EU Delegated Regulations 2021/2139 and 2023/2486) have defined the technical screening criteria for all targets. Pursuant to Art. 8 of the Taxonomy Regulation, companies subject to the obligation to publish a consolidated non-financial statement must disclose in sustainability statement the proportion of their revenue, capital expenditures (CapEx) and operating expenditures (OpEx)9 in relation to the total related to eligible/aligned economic activities.

With reference to the disclosure pursuant to Article 8 paragraphs 6 and 7 of Delegated Regulation (EU) 2021/2178, it should be noted that the Group has not reported the templates provided in Annex XII for the disclosure of nuclear and fossil gas related activities as no eligible and/or aligned activities have been identified with reference to these areas. Based on the analysis of the Group's economic activities, an analysis that also considered the interpretative clarifications of the regulations provided by the European Commission in the form of "Q&A", the only activities identified as eligible for the Group for the climate change mitigation and adaptation targets are those conducted by and corresponding to all the activities of Cosiarma S.p.A. (6.10. Sea and coastal freight water transport, vessels for port operations and auxiliary activities) as well as, at Group level, the demolition and renovation of existing buildings (7.2), the installation, maintenance and repair of energy efficiency equipment (7.3) and of renewable energy technologies (7.6) with respect to the same two goals already mentioned (i.e., described in the annexes to EU Delegated Regulation 2021/2139). However, these activities are not aligned, as they do not meet the technical screening criteria established by law. The proportion of turnover, CapEx and OpEx was therefore determined, in relation to the total Group figure as at December 31, 2024, attributable to eligible activities. Note that, in performing the aforesaid analysis and preparation of the taxonomy reporting, Management took a prudent approach based on its understanding and interpretation of the applicable regulatory requirements to the best of its current knowledge. Therefore, further developments in the interpretation of the regulations in question could lead to substantial changes in the assessments and the KPI calculation process in the next reporting years.

⁹ See EU Delegated Regulation 2021/2178 for the definition of these KPIs.

Overview of the proportion of activities considered environmentally sustainable (ART. 8 EU REG. 852/2020)

Proportion of turnover from products or services associated with taxonomy - aligned economic activities - disclosure covering year 202410

Financial Year	2024				Criteria for substantial contribution								DNSH criteria ("not causing significant harm") (h)
Economic activities (1)	Code (a)(2 )	Abso lute turn over (3)	Prop ortio n of turn over , yea r 20 24 (4 )	Clim ate c hang e mi tigat ion ( 5)	Clim ate c hang e ada ptati on (6 )	wate r and mar ine r esou rces (7)	Pollu tion (8)	Circu lar e cono my ( 9)	Biod ivers ity (1 0)	Clim ate c hang e mi tigat ion ( 11)	Clim ate c hang e ada ptati on (1 2)	wate r and mar ine r esou rces (13)	Pollu tion (14)	Circu lar e cono my ( 15)	Biod ivers ity (1 6)	Min imum safe guar ds (1 7)	Proportion of Taxonomy aligned (A.1) or eligible (A.2) turnover, year 2023	Category enabling activity (19)	Category transitional activity (20)
		€	%	Y; N; N/EL b )(c ( )	Y; N; N/EL b )(c ( )	Y; N; N/EL b )(c ( )	Y; N; N/EL b )(c ( )	Y; N; N/EL b )(c ( )	Y; N; N/EL b )(c ( )	Y/N	Y/N	Y/N	Y/N	Y/N	Y/N	Y/N	%	E	T
A. TAXONOMY-ELIGIBLE ACTIVITIES
	A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)		0	0%														0%
	Of which enabling	0	0%														0%
	Of which transitional	0	0%														0%
		A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g				)
				EL; N/EL (f )	EL; N/EL f ( )	EL; N/EL (f )	EL; N/EL (f )	EL; N/EL (f )	EL; N/EL (f )
Sea and coastal freight water transport, vessels for port operations and auxiliary activities	6.10 (CCM, CCA)	110.317.096	7%	EL	EL			N/EL N/EL N/EL N/EL		N	N						8%
Turnover of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)		110.317.096	7%	7%	7%	0%	0%	0%	0%								8%
A. Turnover of Taxonomy-eligible avtivities (A.1 + A.2)		110.317.096	7%	7%	7%	0%	0%	0%	0%								8%
	B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
1.460.953.270 93% Turnover of Taxonomy non-eligible activities
Total		1.571.270.366 100%

climate change mitigation: CCM
climate change adaptation: CCA
waters and marine resources: WTR
circular economy: CE
pollution prevention and control: PPC
biodiversity and ecosystems: BIO

(b) Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective

No - Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective

N/EL – not eligible, Taxonomy-non-eligible activity for the relevant environmental objective

(d) The same activity may align with only one or more environmental objectives for which it is eligible.

(e) The same activity may be eligible and not aligned with the relevant environmental objectives.

(f) EL – Taxonomy-eligible activity for the relevant objective

N/EL – Taxonomy-non-eligible activity for the relevant objective.

(g) Activities shall be reported in Section A.2 of this template only if they are not aligning to any environmental objective for which they are eligible. Activities that align to at least one environmental objective shall be reported in Section A.1 of this template.

(h) For an activity to be reported in Section A.1 all DNSH criteria and minimum safeguards shall be met. For activities listed under A2, columns (5) to (17) may be filled in on a voluntary basis by non-financial undertakings. Non-financial undertakings may indicate the substantial contribution and DNSH criteria that they meet or do not meet in Section A.2 by using:

— for substantial contribution – Y/N and N/EL codes instead of EL and N/EL; and

— for DNSH – Y/N codes.

¹⁰ (a) The Code constitutes the abbreviation of the relevant objective to which the economic activity is eligible to make a substantial contribution, as well as the section number of the activity in the relevant Annex covering the objective, i.e.:

⁽c) Where an economic activity contributes substantially to multiple environmental objectives, non-financial undertakings shall indicate, in bold, the most relevant environmental objective for the purpose of computing the KPIs of financial undertakings while avoiding double counting. Non-financial undertakings shall also report the extent of eligibility and alignment per environmental objective, that includes alignment with each of environmental objectives for activities contributing substantially to several objectives, by using the template below on page 129.

Proportion of capex from products or services associated with taxonomy-aligned economic activities disclosure covering year 202411

Financial Year		2024			Criteria for substantial contribution								harm") (h)	DNSH criteria ("not causing significant
Economic activities (1)	Code (a)(2 )	CapE x (3)	Prop ortio n of CapE x, ye ar 20 24 (4 )	Clim ate c hang e mit igati on (5 )	Clim ate c hang e ada ptati on (6 )	wate r and mar ine r esou rces (7)	Pollu tion (8)	Circu lar e cono my ( 9)	Biod ivers ity (1 0)	Clim ate c hang e mit igati on (1 1)	Clim ate c hang e ada ptati on (1 2)	wate r and mar ine r esou rces (13)	Pollu tion (14)	Circu lar e cono my ( 15)	Biod ivers ity (1 6)	Mini mum safe guar ds (1 7)	Proportion of Taxonomy aligned (A.1) or eligible (A.2) CapEx, year 2023	Category enabling activity (19)	Category transitional activity (20)
		€	%	Y; N; N/EL b )(c ( )	Y; N; N/EL b )(c ( )	Y; N; N/EL b )(c ( )	Y; N; N/EL b )(c ( )	Y; N; N/EL b )(c ( )	Y; N; N/EL b )(c ( )	Y/N	Y/N	Y/N	Y/N	Y/N	Y/N	Y/N	%	E	T
A. TAXONOMY-ELIGIBLE ACTIVITIES
	A.1. Environmentally sustainable activities (Taxonomy-aligned)
(Taxonomy-aligned) (A.1)	CapEx of environmentally sustainable activities	0	0%														0%
	Of which enabling	0	0%														0%
	Of which transitional	0	0%														0%
		A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g				)
				EL; N/EL (f	) EL; N/EL (f	) EL; N/EL (f )	EL; N/EL (f )	EL; N/EL (f )	EL; N/EL (f )
Sea and coastal freight water transport, vessels for port operations and auxiliary activities	6.10 (CCM, CCA)	10.352.457	27%	EL	EL		N/EL N/EL N/EL N/EL			N	N						39%
Renovation of existing buildings	7.2 (CCM, CCA)	2.223.633	6%	EL	EL		N/EL N/EL N/EL N/EL			N	N						-
Installation, maintenance and repair of energy efficiency equipment	7.3 (CCM, CCA)	91.790	0,2%	EL	EL		N/EL N/EL N/EL N/EL			N	N		N				0%
Installation, maintenance and repair of renewable energy technologies	7.6 (CCM, CCA)	103.000	0,3%	EL	EL		N/EL N/EL N/EL N/EL			N	N						1%
CapEx of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)		12.770.880	33%	33%	33%	0%	0%	0%	0%								40%
A. CapEx of Taxonomy-eligible avtivities (A.1 + A.2)		12.770.880	33%	33%	33%	0%	0%	0%	0%								40%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy non-eligible activities		26.173.010	67%
Total		38.943.890 100%

climate change mitigation: CCM
climate change adaptation: CCA
waters and marine resources: WTR
circular economy: CE
pollution prevention and control: PPC
biodiversity and ecosystems: BIO

(b) Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective

No Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective
N/EL not eligible, Taxonomy-non-eligible activity for the relevant environmental objective

(d) The same activity may align with only one or more environmental objectives for which it is eligible.

(f) EL – Taxonomy-eligible activity for the relevant objective

N/EL – Taxonomy-non-eligible activity for the relevant objective.

for substantial contribution Y/N and N/EL codes instead of EL and N/EL; and
for DNSH Y/N codes.

¹¹ (a) The Code constitutes the abbreviation of the relevant objective to which the economic activity is eligible to make a substantial contribution, as well as the section number of the activity in the relevant Annex covering the objective, i.e.:

⁽e) The same activity may be eligible and not aligned with the relevant environmental objectives.

Proportion of opex from products or services associated with taxonomy-aligned economic activities disclosure covering year 202412

Financial Year		2(24			Criteria for substantial contribution								harm") 0.)	DNSH criteria ("not eausing significant
Economic activities (1)	Code "(2)	OpEx (3)	of OpEx, ye 07 (t) too	Climate ວຽນເຖຸວ (2) noitusquu	Climate change (9) u operidepe	walter pur эццыны skunosar (L)	Pollution (8)	Circular Autouo 33 (6)	Fits chiversity (01)	Clima 311 change mitigation (11)	Climate change uoperdepe (21)	ILSA ter pur энтини SKATIOSAI (81)	Pollution (14)	Circular economy (15)	Bio diversity (16)	Minimum sparn Syrs (21)	Proportion of Taxonomy- aligned (A.1) or eligible (A2) OpEx, year 2023	Category enabling activity (19)	Category transitional activity (20)
		C	36	Y:N N/HI CX *1	Y: N: N/E1 (x)	Y: N N/EI. CX-1	E N N/EL CC)	Y: N: N/EL (*)C)	Y:N N/H. CX"1	Y/N	Y/N	Y/N	Y/N	Y/N	Y/N	Y/N	96	E	T
A. TAXONOMY-ELIGIBLE ACTIVITIES
	A. L. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)		0	0														056
Of which enabling		0	0%														0%
of which transitional 0 A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (1)			0%														0%	100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000
				日		图:	日	EL:	H
				N/EL (	EL- N/EL (	N/HL(	N/HL(1	N/EL(	N/H.
Sea and coastal freight water transport, vessels for port operations and auxiliary activities	6.10 (CCM, CCA)	20.866.427	ేద్రశాల	EIT	EL	N/EL	N/EL	N/EL	N/HI.	N	N						26% +
Installation, maintenance and repair of energy efficiency equipment	7.3 (CCM, CCA)	97394	0,3%	EI	EI.	N/EI.	N/EL	N/EL	N/FI	N	N		N
OpEx of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)		10-963-821	3 વેરૂર	39%	39%	0%	0%	0%	0%								26% +
A.2)	A. OpEx of Taxonomy-eligible avtivities (A.1 +	10.963.821	39%	39%	39%	0%	0%	0%	0%								26% +
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy non-eligible activities		17.264.563	61%
Total		28.228.384	100%

climate change mitigation: CCM
climate change adaptation: CCA
waters and marine resources: WTR
circular economy: CE
pollution prevention and control: PPC
biodiversity and ecosystems: BIO