Ovs — Earnings Release 2022

Apr 19, 2023

EXCELLENT FINANCIAL RESULTS STRONG SALES AND EBITDA GROWTH LEVERAGE RATIO AT 0.90x PROPOSED DIVIDEND OF 0.06 EURO PER SHARE CURRENT TRADING UP BY MORE THAN 10%

The financial year ending on 31 January 2023 closed with net sales of €1,513 million, up 11.3% year-on-year, mainly due to the excellent performance in the like-for-like perimeter. All brands are performing well. Traffic and average ticket are increasing.

There was an excellent increase in adjusted EBITDA to €180.2 million (up 22.4% on 2021), amounting to 11.9% of sales. Revenue performance and the increase in the gross margin (57.1%, up 40 basis points year-on-year) more than offset the strong pressures on the cost of products and the entire supply chain. The overall result was also due to an excellent performance in the fourth quarter, with adjusted EBITDAof €56.1 million, up €13.4 million (31.5%) compared with the same period last year.

Adjusted consolidated net profit rose to €78.4 million, up 75.2% compared with 2021.

Net cash flow, before dividends and share buybacks, stood at €64.1 million, afterinvestments of over €80 million. The adjusted net financial position at 31 January 2023 stood at €162.0 million, with a leverage ratio reduced to 0.90x.

A dividend of €0.06 per share will be proposed to the Shareholders' Meeting, an increase of 50% compared with previous year.

Sustainability is at the heart of everything we do. For the second consecutive year, OVS ranks first in Fashion Revolution's "Fashion Transparency Index" as the company most attentive to transparency in the world.

Strategy update: OVS expects strong growth in the coming years as a result of major new product projects, further expansion and improvement of the store network in Italy and abroad, growth in e-commerce and the launch of numerous projects in the digital field, the streamlining of operations and the ongoing development of its human capital.

Current trading has been very positive since February, with like-for-like for all brands up more than 10% compared to 2022, not least due to the excellent response to our new collections.

Statement from the Chief Executive Officer, Stefano Beraldo

Results at 31 January 2023

The year ended saw a consolidation of the new business model, from vertical retailer to a platform of various brands, each catering to a specific lifestyle, with an expanded range in higher price points, in particular driven by the increasing success of the 'Piombo' brand. The result was positive also in the light of a market trend in which, due to inflationary tensions, increasing numbers of customers moved from premium price ranges to the level at which OVS operates, while continuing to seek the style and quality to which they are accustomed.

Sales growth was characterised by solid growth in like-for-like perimeter, with a particularly positive trend in women's wear, a very important development as this segment is the driving force of the apparel market.

In an economic environment characterised by strong inflationary pressures, the careful risk management, which led to the hedging of several contracts during 2021 at prices thatturned out to be advantageous, together with a calibrated action on list prices combined with a further reduction in promotional initiatives, resulted in a 57.1% gross margin, higher than 2021 and 2019, the last pre-pandemic year.

This more than offset higher store costs, primarily energy costs, leading to an EBITDA growth of €33 million compared with the previous year.

Operating cash flow amounted to€64 million before distribution of dividends and share buybacks totalling €36 million, despite orders for goods with early delivery dates, placed with a view to avoiding delivery delays such as those suffered in the first part of 2022, as well as a strong recovery in investment, particularly in store renewal, the automation of operations, and digital transformation. The year ended with a net debt to EBITDA ratio of 0.90x.

Sustainability

Sustainability is increasingly central in guiding the strategic direction of the OVS group.

The decarbonisation strategy continued in 2022 with increased adoption of more sustainable raw materials and production processes with a reduced environmental impact, the introduction of photovoltaics, and growing collaboration with suppliers on the adoption of new low-emission technologies.

OVS is also working on the integration of new production models and processes, including a tshirt capsule in organic cotton grown in Italy, and is committed to using eco-sustainable materials in the construction of its stores.

These achievements were rewarded, for the second consecutive year, by first place in the Fashion Transparency Index compiled by Fashion Revolution, a global movement that encourages the fashion industry to build a system that is more respectful of human rights and the environment at all stages of the production cycle.

Strategy update

The Italian apparel market is expected to recover even furtherin the coming years, following the technical rebound of the post-pandemic period.

In this context, OVS intends not only to continue its growth through the expansion of its direct and e-commerce network, but also to improve its performance on a like-for-like basis. This will be achieved as a result of the numerous product and partnership projects under way, towards the objective of becoming a centre of attraction for a broader and more transversal customer base, as well as the ongoing process of renewing our stores to make them more welcoming.

Product projects

We will continue to expand our productrange in the premium segment. OVS's offer will be further expanded with the introduction of 'Piombo Kids' and the relaunch of 'B Angel' for young women, while Upim will benefit from the revamping of the iconic 'Les Copains' brand which was acquired in 2022.

We will aim to stimulate new shopping opportunities by introducing products that do not overlap with our current offering. We will develop in-house collections focusing on certain sports. This offering, which is designed from a leisure and non-competitive perspective, will be based on transversal garments made of high-performance and comfortable technical fabrics and will be recognisable with dedicated brands.

Alongside apparel projects, OVS will expand its range into personal care and accessories, particularly jewelry. Segments currently performing strongly.

Sales Network

The physical store is once again proving to be Italian's preferred channel for apparel shopping, particularly due to our price positioning. Traffic has grown strongly and constantly in recent months.

OVS will continue to develop its network along the lines of its two main components: full-format stores in the main catchment areas (mainly Upim) and small-format shops,franchised, in smaller urban centres. A new shop format dedicated exclusively to underwear is also being tested, with satisfactory initial results.

In order to ensure a steadily improving perception and uniformity of its image, OVS will continue to renew its network, given the excellentresults obtained from more than 100 refurbished stores in recent years (increased sales of between 7% and 10%).

The international development of the OVS brand will also continue, where we expect to build on the strong improvement we are seeing in the womenswear segment in Italy.

Digital transformation and operations

Investments in digitaltransformation will continue, with a strong focus on supply-chain flexibility and innovation at digital POS.

A new automated warehouse facility is also in construction. This willreduce goods handling costs and enable 'customised' product distribution to each shop throughout the season.

We are also commencing implementation of innovative POS systems, which will provide improved functionality with better conversion rates and CRM effectiveness.

With a view to the integration of the physical and the digital, a "Ship from store – extended availability" functionality has recently been activated which enables e-commerce to access products available in all network stores, effectively eliminating any stock-outs from the central warehouse.

An innovation hub is being developed in Puglia, where research into digital technology, artificial

intelligence and cyber security will be conducted and a logistics centre will be established for garment reconditioning with a view to cost savings, sustainability and circular economy.

We will also continue to invest in energy efficiency, which in recent years have enabled us to reduce consumption by more than 15%, and in the development of photovoltaic systems with the objective of meeting 10% of the group's requirements within a two-year period.

People

People are OVS's mostimportant asset. A broad range ofinvestments will be made to attract new talent and increase retention. Particular attention is paid to store staff, who are in direct contact with customers. This includes the "People store evolution" project, which includes, inter alia, an intensive training programme to improve assisted selling skills, a new organisational model with work shifts that, in accordance with store requirements, improves employee work-life balance.

Current trading

Sales performance since the beginning of the year is very satisfactory, with like-for-like performance increasing by more than 10% compared with 2022 for all brands.

This result should be seen as part of a general upswing in the apparel market which, in the light of the good start to 2023 can, according to the Sita Research Institute, be revised upwards.

Outlook

The results achieved to date, the company's growth-oriented axes, the favourable market trend combined with declining raw material costs, even in the actual context characterized by inflation and strains on consumer spending, make us confident to deliver a 2023 with positive economic and financial performance.

Key Economic and Financial Results

The table shows the main economic and financialresults Reported and Adjusted to represent the Group's operating performance net of non-recurring events which are unrelated to ordinary operations and the effects of the adoption of IFRS 16.

In the Reported values, the decrease in the percentage margin between FY 2021 and FY 2022 is almost exclusively due to the decrease in the EUR/USD exchange rate between the two fiscal years. The Adjusted value, on the other hand, includes the hedges thatthe Company putin place, which had a beneficial impact of more than €30 million.

€m	31 Jan 2023 Reported	31 Jan 2023 Adjusted	31 Jan 2022 Reported	31 Jan 2022 Adjusted	Change Adjusted	Change % Adjusted
Net Sales	1,512.7	1,512.7	1,358.9	1,358.9	153.8	11.3%
Gross Margin	828.4	863.9	768.5	771.0	92.9	12.0%
GM%	54.8%	57.1%	56.6%	56.7%		+37ppt
EBITDA	316.6	180.2	334.7	147.2	33.0	22.4%
EBITDA%	20.9%	11.9%	24.6%	10.8%		+108ppt
EBIT	90.9	120.1	120.8	89.1	31.0	34.8%
EBIT%	6.0%	7.9%	8.9%	6.6%		+138ppt
PBT	56.1	106.1	73.1	66.3	39.8	60.1%
Net Income	39.6	78.4	48.6	44.8	33.6	75.2%
Net Financial Position	1,206.5	162.0	1,139.0	190.3	(28.3)	(14.9%)
Market Share		9.4%		9.3%	0.1%

See the Appendix section of the document for details on the reconciliation items between reported and adjusted results

Net sales

Net sales for the year amounted to €1,512.7 million, up 11.3% compared with 2021.

This trend was seen across all the Group's brands and distribution channels and was consistent in all periods, with a more pronounced trend in May, partly due to favourable weather conditions, and in the months of Christmas shopping and winter sales. For OVS, growth was almost exclusively driven by the like-for-like performance, while for Upim, growth came not just from like-for-like perimeter, but also from the expansion of the sales network with the opening of direct outlets and franchises.

EBITDA

Adjusted EBITDA stood at €180.2 million, up by more than €33.0 million compared with 2021. The EBITDA margin of 11.9% was up by more than 100 basis points compared with 10.8% in 2021. Both brands made a positive contribution to this result: OVS recorded EBITDA growth of €24.6 million (up 19.8% year-on-year), while Upim's EBITDA increased by €6.8 million (up 25.0% compared to 2021).

Net result

Adjusted net profit stood at €78.4 million, up 75.2% compared with €44.8 million in 2021. This result reflects higher EBITDA, lowerfinancial expenses of €8.8 million due to lower average debt and lower cost of debt, combined with a normalisation of the tax rate from 32% in 2021 to 26% in 2022.

Summary statement of cash flows

The following table shows the adjusted cash flows in order to represent the Group's operating performance net of non-recurring events which are unrelated to ordinary operations and adjusted for the adoption of IFRS 16.

The net cash flow for the year, excluding buyback and dividends, amounted to €64.1 million, which was almostin line with the cash generation of €65.9 million in 2019,the last pre-covid year. The comparison with 2021is not homogeneous as it was also affected by sales ofinventory goods from the previous season, which remained unsold in 2020 due to the lockdown.

€m	FY 2022	FY 2021
EBITDA Adjusted	180.2	147.2
Non recurring items	(8.1)	(9.2)
Change in Trade Working Capital	(17.1)	66.0
Other changes in Working Capital	11.0	39.0
Capex	(80.8)	(79.8)
Operating Cash Flow	85.2	163.2
Financial charges	(13.1)	(21.7)
Taxes & others	(8.0)	(11.7)
Net Cash Flow
excluding MtM hedging instruments and amoritzed cost, buyback, dividends and capital increase	64.1	129.8
Buyback	(24.5)	-
Dividends	(11.3)	-
Proceeds from capital increase	-	81.0
Net Cash Flow
excluding MtM hedging instruments and amoritzed cost	28.2	210.8
Change in MtM hedging instruments, amortized cost and FX differences	(24.4)	24.3
Net cash flow	3.8	235.1

The summary statement of cash flows, constructed using the indirect method, reflects a recognition of assets made prior to the introduction of IFRS 16

Net Financial Debt

At 31 January 2023, the Group's net financial position, adjusted for the impact of the mark-tomarket of the hedging instruments and the adoption of IFRS 16, stood at €162.0 million. The ratio of Adjusted Net Financial Position to Adjusted EBITDA for the past 12 months is 0.90x, whereas it stood at 1.29x at the end of the previous year.

The net financial position was affected by the purchase during the year of €24.5 million of treasury shares (13,538,308 shares purchased at an average price of €1.812) and the distribution of dividends of €11.3 million. Excluding these items, the net financial position would have been €126.1 million.

€m	31 January 2023	31 January 2022
Net Debt reported	1,206.5	1,139.0
Net Debt adjusted for MtM hedging instruments and IFRS16	162.0	190.3
Leverage on EBITDA	0.90x	1.29x
Net Debt adjusted / EBITDA Adjusted last 12 months

Summary statement of financial position

€m	31 January 2023 Reported	31 January 2023 Reported pre-IFRS 16	31 January 2022 Reported	31 January 2022 Reported pre-IFRS 16	Change Reported pre-IFRS 16
Trade Receivables	115.2	115.2	89.3	89.3	25.9
Inventory	477.6	477.6	389.8	389.8	87.8
Trade Payables	(393.2)	(414.0)	(317.9)	(317.4)	(96.6)
Trade Working Capital	199.6	178.9	161.2	161.7	17.1
Other assets/(liabilities)	(139.0)	(123.8)	(128.2)	(111.8)	(12.0)
Net Working Capital	60.7	55.0	33.0	49.9	5.1
Tangible and Intangible Assets	2,117.9	1,164.1	2,069.9	1,151.9	12.2
Net deferred taxes	(30.3)	(37.1)	(20.1)	(27.0)	(10.1)
Other long term assets/(liabilities)	(4.2)	(15.9)	(7.2)	(18.8)	3.0
Pension funds and other provisions	(34.4)	(34.4)	(39.8)	(39.9)	5.4
Net Capital Employed	2,109.6	1,131.7	2,035.9	1,116.1	15.6
Net Equity	903.2	960.5	896.8	941.1	19.4
Net Financial Debt	1,206.5	171.2	1,139.0	175.0	(3.8)
Total source of financing	2,109.6	1,131.7	2,035.9	1,116.1	15.6

Treasury shares

Treasury shares in portfolio as of 31January 2023 were 14,347,534, or 4.932% ofthe share capital.

Proposed allocation of net result for the year

The Board of Directors has resolved to propose to the Shareholders' Meeting a dividend payment pertaining to the financial year 2022 equal to €0.06 per share.

The dividend will be paid out on 21 June 2023 (ex-coupon date 19 June 2023 and record date 20 June 2023). Coupon no. 5.

Non-financial declaration pursuant to Legislative Decree no. 254 of 30 December 2016.

TheBoard ofDirectors has reviewed the non-financial declaration pursuantto LegislativeDecree 254 of 30 December 2016. The Declaration, which was drawn up pursuantto GRI (Global Reporting Initiative) standards, describes the main social, environmental and economic activities carried out during 2022 financial year, and publicly discloses the medium/long-term objectives of the Sustainability Plan, demonstrating the Company's aim of growing and pursuing the Company's sustainable success, reflecting the creation of long-term value for shareholders, and taking the interests of other Company stakeholders into account. Said declaration will be made public according to the procedures and deadlines required by law.

Authorization to acquire and dispose of treasury shares

Given that the current authorization for the acquisition and sale of treasury shares expires in November 2023, in order to enable the Company to propose a buy-back plan after that date, the Board has resolved to call on the Ordinary Shareholders' Meeting to authorize the purchase and sale of the Company's treasury shares, after revocation of the current authorization with regard to the non-executed portion.

The Shareholders' Meeting will also be asked to authorize the acquizition, in one or more tranches and for a period of eighteen months, of ordinary shares, up to a maximum number of shares in the Company that, taking into account the ordinary OVS shares held at any given time by the Company and its subsidiaries, will not exceed 10% of the Company's share capital. The authorization requested from the Shareholders' Meeting will also cover the purchase and sale, in whole or in part, of treasury shares in its portfolio.

As of 19 April 2023, the Company holds 16,099,509 treasury shares (equivalent to 5.5339% of the share capital), acquired in performance of the acquisition plans approved by the Shareholders' Meetings of 31 May 2018, 28 May 2021 and 31 May 2022.

The beneficiaries and the maximum number of shares for the second three-year cycle of the "2022-2026 Performance Shares Plan" have been identified

With reference to the incentive plan named "Performance Shares Plan 2022-2026" (the "Plan"), approved by the Shareholders' Meeting on 31 May 2022, the Company announces, pursuant to Article 84-bis of CONSOB Regulation No. 11971/1999 (the "Issuers' Regulation"), that the Board of Directors,following the favourable opinion oftheNomination and Remuneration Committee, has identified 90 beneficiaries, in addition to the Chief Executive Officer,forthe three-year period of 2023-2025. Beneficiaries include Managers with Strategic Responsibilities, employees and consultants.

The Board of Directors also resolved to grant beneficiaries rights to potentially receive Company shares forthe second three-year cycle ofthe 2023-2025 ofthe Plan,forthe maximum number of 230.000 shares for the Chief Executive Officer; 255.000 shares for Managers with Strategic

Responsibilities and 1.038.000 shares for the other beneficiaries.

For further information on the Plan, please see the document drafted pursuant to Article 84-bis of the Issuers' Regulation, available in its last updated version on the Company's website www.ovscorporate.it and on the authorized data storage mechanism at . The information required by Schedule 7 of Annex 3A to the Issuers' Regulation is attached to this press release.

Implementation of the "Stock Option Plan 2019 - 2022"

With reference to the incentive plan called "Stock Options Plan 2019-2022" (the "SOP 19-22"), approved by the Shareholders' Meeting on 31 May 2019,the Company announces, pursuantto art. 84-bis of the Issuers Regulation, that on today's date the Board of Directors, following the favourable opinion of the Nomination and Remuneration Committee, has certified the achievement of the gates and targets related to SOP 19-22 and, consequently, has resolved the effective allocation to the beneficiaries of totals n. 4.800.000 option rights, each valid for the subscription (or purchase) of ordinary OVS shares (in the ratio of n. 1 ordinary share for each n. 1 option exercised) atthe strike price of Euro 1,68 per share. In particular, n. 1,900,000 options has been assigned to the Chief Executive Officer and total n. 1,217,888 options has been assigned to the Company's Managers with Strategic Responsibilities. The options will become effectively exercisable in accordance with the terms of the SOP 19-22.

For further information on SOP 19-22, please refer to the information document drawn up pursuant to art. 84-bis of the Issuers Regulation, available in its last updated version on the website of the Company www.ovscorporate.it (Section "Governance / Shareholders' Meeting 2023") and on the authorized data storage mechanism at .c

The Board of Directors has assessed the independence of each non-executive director. A similar check was carried out by the Board of Statutory Auditors.

Other information

Company information

OVS S.p.A. is an Italian registered company (VAT No. 04240010274), with its registered office in Venice-Mestre, Italy. OVS S.p.A. shares have been listed on the Milan Euronext(formerly the Milan Electronic Stock Exchange) since 2 March 2015. It is hereby noted that OVS has adopted the regime derogating from Article 70, paragraph 6 and Article 71, paragraph 1 of the Issuer's Regulation, as indicated in the informational prospectus.

Report on the remuneration policy and compensation paid and Report on corporate governance and ownership structure

The Board of Directors of the Company has reviewed and, following the favourable opinion of the Nomination and Remuneration Committee, has resolved to approve the Report on the remuneration policy and compensation paid drawn up pursuant to Article 123-ter of the Consolidated Finance Act, or TUF, and pursuant to Article 84-bis of the Issuers' Regulation. The Board of Directors has also reviewed and resolved to approve the Report on corporate governance and ownership structure drawn up pursuant to Article 123-ter of the TUF.

Notice convening the Shareholders' Meeting in a single call for 31 May 2023

The notice convening the Shareholders' Meeting will be available within the deadline required by law on the Company's website at www.ovscorporate.it/it/governance/assemblea-degli-azionisti and in , the centralised storage system for regulated information, where the explanatory reports by the Directors to the Shareholders' Meeting on the proposals regarding the items on the agenda will also be made available, as well as any other documentation required by law.

Attestation by the manager responsible for preparing the Company's accounting statements

The manager responsible for preparing the Company's accounting statements, Nicola Perin, declares, pursuant to paragraph 2 of article 154-bis of TUF, that the accounting information contained in this press release corresponds to the accounting figures, books, and records.

Conference call e Audio webcast

Tomorrow, Thursday 20th of April 2023 at 15:00 local time (CET), a conference call will take place with analysts and investors during which the main results for the financial year ended 31 January 2023 and the Strategy update will be presented.

The event can be followed via conference call and audio webcast:

• Phone Numbers: Italy +39 02 8020911, UK +44 1 212818004, US +1 718 7058796, for journalists +39 02 8020927 • Audio webcast: https://media.choruscall.eu/mediaframe/webcast.html?webcastid=m8cJ3WIo

A presentation will be available and can be downloaded from the "Investor Relations/Results and Presentations" section ofthe Company website at www.ovscorporate.it. A recording ofthe conference call will also be made available on the website the day after the call.

Forthcoming events in the financial calendar

14 June 2023 - Interim management report related to the First Quarter 2023 20 September 2023 - Half-Year Financial Report at 31 July 2023 13 December 2023 - Interim management report related to the Third Quarter 2023

For further information Federico Steiner Investor Relations Barabino & Partners S.p.A. OVS S.p.A. F.steiner@barabino.it Investor.relations@ovs.it

Cell. +39 335 42 42 78 Via Terraglio No. 17, 30174 Venice-Mestre

Appendix

€m	31 Jan 2023 Reported	of which IFRS 16 Impact	of which non recurring	of which: Stock Option, Derivatives, PPA, Forex	31 Jan 2023 Adjusted	31 Jan 2022 Reported	of which IFRS 16 Impact	of which non recurring	of which: Stock Option, Derivatives, PPA, Forex	31 Jan 2022 Adjusted	Change Adjusted	Change % Adjusted
Net Sales	1,512.7	-	-	-	1,512.7	1,358.9	-	-	-	1,358.9	153.8	11.3%
Purchases of consumables	684.3	-	-	35.5	648.8	590.4	-	-	2.5	587.9	60.9	10.4%
Gross Margin	828.4	-	-	(35.5)	863.9	768.5	-	-	(2.5)	771.0	92.9	12.0%
GM%	54.8%	n.a.	n.a.	n.a.	57.1%	56.6%	n.a.	n.a.	n.a.	56.7%		+37ppt
Personnel costs	307.1	(0.0)	0.3	1.9	304.9	288.7	(0.0)	0.8	1.2	286.8	18.1	6.3%
Costs for services	236.0	(0.8)	5.0	-	231.7	196.0	(0.8)	6.1	-	190.7	41.0	21.5%
Rent costs	(54.2)	(179.6)	(0.1)	-	125.5	(77.5)	(199.7)	0.7	-	121.5	4.0	3.3%
Provisions	0.4	-	-	-	0.4	3.2	-	-	-	3.2	(2.8)	(87.3%)
Other operating costs	22.5	0.3	1.0	-	21.3	23.4	1.3	0.4	-	21.7	(0.4)	(2.0%)
Total operating costs	511.8	(180.1)	6.3	1.9	683.8	433.8	(199.3)	8.0	1.2	623.8	59.9	9.6%
EBITDA	316.6	180.1	(6.3)	(37.4)	180.2	334.7	199.3	(8.0)	(3.8)	147.2	33.0	22.4%
EBITDA%	20.9%	n.a.	n.a.	n.a.	11.9%	24.6%	n.a.	n.a.	n.a.	10.8%		+108ppt
Depreciation & Amortization	225.7	157.2	-	8.5	60.1	213.9	147.3	-	8.5	58.0	2.0	3.5%
EBIT	90.9	22.9	(6.3)	(45.9)	120.1	120.8	51.9	(8.0)	(12.3)	89.1	31.0	34.8%
EBIT%	6.0%	n.a.	n.a.	n.a.	7.9%	8.9%	n.a.	n.a.	n.a.	6.6%		+138ppt
Net financial (income)/charges	34.7	39.1	-	(18.3)	14.0	47.7	43.4	-	(18.5)	22.8	(8.8)	(38.7%)
PBT	56.1	(16.1)	(6.3)	(27.6)	106.1	73.1	8.5	(8.0)	6.3	66.3	39.8	60.1%
Taxes	16.5	(3.1)	(1.5)	(6.6)	27.7	24.4	3.3	(1.9)	1.5	21.5	6.2	28.7%
Net Income	39.6	(13.1)	(4.8)	(21.0)	78.4	48.6	5.2	(6.1)	4.8	44.8	33.6	75.2%
Net Financial Position	1,206.5	1,035.3	-	9.2	162.0	1,139.0	963.9	-	(15.2)	190.3	(28.3)	(14.9%)

The table shows the adjusted results to represent the Group's operating performance net of the effects of the application of the IFRS 16 international accounting standard, as well as non-recurring events unrelated to the core business.

For the financial year ended 31 January 2023, the results were adjusted mainly to strip out the impacts of IFRS 16. In particular: (i) €180.1 million on EBITDA to reflect mainly rental costs, (ii) €22.9 million on EBIT due to the reversal of depreciation and amortisation of €157.2 million, and (iii) €16.1 million on PBT due to the reversal of €39.1 million related to net financial expenses.

EBITDA forthe year was also adjusted, mainly by:(i) €35.5 million in net exchange rate differences forforward hedging of purchases of goods in foreign currency sold in the year; (ii) €4.4 million in extraordinary expenses mainly related to the COVID-19 emergency; (iii) €1.9 million in costs related to stock option plans (non-cash costs); and (iv) other minor one-off expenses, also for the start-up phase of certain businesses.

Other adjustments that impacted EBIT and the result before tax concerned: (i) costs of €8.5 million related to the amortisation of intangible assets linked to previous purchase price allocation, and (ii) adjusted net income of €18.3 million, mainly relating to foreign exchange differences arising from the valuation of items denominated in foreign currency, including with respect to forward derivatives and foreign exchange differences.

The adjusted result for the year was affected by €11.2 million in recalculated taxes following the above adjustments. The Net financial position at 31 January 2023 was €1,206.5 million and includes €1,035.3 million resulting from the application ofIFRS 16 concerning the discounting offuture lease payments;the Management believes that about€600 million, out of the €1,035.3 million, refer to future rent that do not represent a financial liability since the Group has an

exit option.

Disclaimer

• The information presented in this document has not been audited.
• The document may contain forward-looking statements relating to future events and OVS's operating, financial and income results. These forecasts, by their nature, involve risk and uncertainty, as they depend on future events and developments. The actual results may differ, sometimes substantially, from those announced, due to multiple factors.

SECURITIES-BASED COMPENSATION PLANS

TABLE 1 OF SCHEDULE 7 OF APPENDIX 3A TO CONSOB REGULATION NO. 11971/99

Date: 19/04/2023

		BOX 1
		Financial instruments other than stock options
		Section 2
	Position (to be	New assignment instruments on the basis of the decision:
Name and Surname or	specified only for those indicated by	☐ of the board of directors to propose to the shareholders' meeting
category	name)	X of the competent body for the implementation of the shareholders' meeting resolution
		Date of the relevant shareholders' meeting resolution	Type of financial instruments	Number of financial instruments assigned	Date of assignment	Purchase price (if any) of the instruments	Market price at assignment (*)	Vesting period
Stefano Beraldo	Chief Executive Officer	31 May 2022	Right to receive OVS shares free of charge, subject to specific terms and conditions	230,000	14 March 2023 (Nomination and remuneration committee) 21 March 2023 (BoD)	–	€ 2.4260	2023-2025
Managers with strategic responsibilities (4)	N.A.	31 May 2022	Right to receive OVS shares free of charge, subject to specific terms and conditions	255,000	14 March 2023 (Nomination and remuneration committee) 21 March 2023 (BoD)	–	€ 2.4260	2023-2025
Top management, employees, and contractors (86)	N.A.	31 May 2022	Right to receive OVS shares free of charge, subject to specific terms and conditions	1,038,000	14 March 2023 (Nomination and remuneration committee) 21 March 2023 (BoD)	–	€ 2.4260	2023-2025

(*) market price of OVS shares at the Euronext Milan on 21 March 2023 (i.e. the date of the resolution of the BoD)