AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Salcef Group

Environmental & Social Information Apr 26, 2023

4374_bfr_2023-04-26_d458680d-7082-4673-bcf7-e2ba0379d2f0.pdf

Environmental & Social Information

Open in Viewer

Opens in native device viewer

az

2022 INTEGRATED ANNUAL REPORT

Salcef Group S.p.A. Registered office: Via Salaria 1027 - 00138 Rome – Italy

Salcef Group holding company

Fully paid-up share capital €141,544,532.20 Company registration number: 08061650589 | REA no.: RM – 640930 Tax code 08061650589 | VAT no. 01951301009 www.salcef.com

2022 Integrated Annual Report1

This report, prepared in PDF format for ease of consultation, is not the official version published in accordance with Directive 2004/109/EC (the "Transparency Directive") as subsequently amended

INTRODUCTION

Letter to the stakeholders 7
Highlights 9
Guide to the report 11
Methodological note 12

2

DIRECTORS' REPORT

Part I – Presentation of the

group
Profile and operations 17
Structure 21
The history of a key player in the 22
railway sector
Company officers 23

Part II – The group's

performance

Financial figures and key 27
performance indicators -
group
Economic value generated and 34
distributed
Government grants and subsidies 34
Financial figures and key 36
performance indicators -
parent
Performance of consolidated 39
companies
Share performance 43
Key events of the year 44

Part III – Consolidated non-

financial statement

Business model and strategy 50
Governance and sustainability 80
Risk management 99
Impacts and material topics 115
Sustainability performance 129

Part IV – Other information

Events after the reporting date 245
Treasury share repurchase
programme
246
2022-2025 stock grant plan 247
2022-2023 performance shares 248
plan
Outlook 248
Related party transactions 252
Corporate governance and 252
ownership structure report
Disclosure required by articles 70 252
and 71 of the Issuers Regulation
Other information 252
Proposal for the approval of the 255
separate financial statements and
allocation of the profit for the year

3

CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2022

Consolidated financial

statements

Statement of financial position 258
Income statement 260
Statement of comprehensive 261
income
Statement of changes in equity 262
Statement of cash flows 263

Notes to the consolidated

financial statements

General information on the 265
reporting entity
Basis of preparation and 266
compliance with the IFRS
Basis of presentation 267
Accounting policies 268
Key risks and uncertainties 292

Notes to the main statement of
financial position captions
295
Notes to the main income 330
statement captions
Other notes to the consolidated 336
financial statements
Significant non-recurring events 345
and transactions
Events after the reporting date 345
Attestation on the 347
consolidated financial
statements

SEPARATE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2022

Separate financial

statements

Statement of financial position 350
Income statement 351
Statement of comprehensive 351
income
Statement of changes in equity 352
Statement of cash flows 353
Notes to the separate
financial statements
General information on the 355
reporting entity
Basis of preparation and 356
compliance with the IFRS
Basis of presentation 357
Accounting policies 358
Notes to the main statement of 363
financial position captions
Notes to the main income 390
statement captions
Other notes to the separate 395
financial statements
Significant non-recurring events 399
and transactions
Events after the reporting date
399
Attestation on the separate
financial statements
401

5

INDEPENDENT AUDITORS' REPORTS

Independent auditors' report on the consolidated financial statements

Independent auditors' report on the separate financial statements

Independent auditors' report on the 2022 consolidated nonfinancial statement

6

REPORT OF THE BOARD OF STATUTORY AUDITORS

APPENDICES

GRI Content Index 426
SASB -
GRI matrix
434
EU Taxonomy tables 438

INTRODUCTION

Letter to the stakeholders

Highlights

Guide to the report

Methodological note

Letter to the stakeholders

GRI 2-22 Statement on sustainable development strategy Dear stakeholders,

Three years after our stock market listing, we are proud to present our first Integrated Annual Report, another important milestone in our growth path, demonstrating the maturity of our organisation and our proactive, transparent approach to engagement with you, our stakeholders. We decided to integrate information about our financial and ESG performances into one document because we strongly believe this provides a clearer understanding of how sustainability plays an increasingly integral role in our daily lives and drives our performance.

2022 was a landmark year for the group, which has reached a new scale despite the challenging global scenario, characterised by the outbreak of the war in Ukraine, fears about an energy crisis in Europe, unforeseen spiralling inflation and their very significant repercussions. Thanks to the fundamental contribution of our people, who once again leveraged their strength, ability to adapt and team spirit, the group was able to continue its growth journey and to achieve and even outperform its strategic, financial and sustainability objectives.

In strategic terms, we completed not one but two important acquisitions during the year, investing almost €100 million, and beating our objective of completing one acquisition a year. With the contribution of PSC Group's railway business unit (acquired in March) and Francesco Ventura Costruzioni Ferroviarie (the acquisition of which was finalised just before year end), we have reinforced our competitive foothold not only in our core sectors and segments, such as permanent way systems and electrification, as well as moving into new areas connected to railway infrastructure in which governments are investing heavily, such as railway signalling, electric substations and railway safety systems. Thanks to these two acquisitions, the group's workforce has expanded to welcome around 500 new colleagues, bringing our total resources to over 1,900, a new record for us.

The group's growth is also confirmed by all its key economic and financial parameters. For the second consecutive year, revenue grew by approximately 30%, including 22% through organic growth, to €565 million. Inflation and the mix of projects entering operations affected our margins, which maintained excellent levels in excess of 20%, pushing up EBITDA by more than 15% to €114 million. Thanks to the abovementioned acquisitions and a superb commercial performance, our order backlog has reached a record high of €1.7 billion, as we were awarded important contracts both in Italy, mostly under the umbrella of the National Recovery and Resilience Plan, and abroad (chiefly to build a light transit line in the United States and to upgrade infrastructure in Romania). On the financial front, we continued our investment plan to expand and modernise our fleet as well as to develop new products and solutions. Overall, we invested approximately €48 million, representing another increase on 2021.

In the ESG area, the group also improved its environmental performance, cutting its CO2 emissions intensity rate by 18%. We also increased the proportion of new hires in the under 30 years of age bracket to 39% (compared to 23% in 2021), confirming our ambition to be an increasingly attractive and competitive employer for the younger generations. We bettered our occupational safety record, with the consolidated injury rate (the frequency rate multiplied by the severity rate) down 37% on 2021, proof of the success of the group's training programmes and awareness raising initiatives for all work site personnel. During the year, two policies on diversity and inclusion and human rights were drafted, reaffirming the group's commitment to our human capital, which is essential for our development, and they will be applied in 2023. We are also very pleased to announce that the restructuring of the new headquarters in Rome has been completed. This state-of-the-art green building includes a gym and a canteen with high quality meals with selected ingredients for employees. The group's ESG achievements have been recognised by leading ESG rating agencies, such as MSCI, which has upgraded the group's ESG rating for the second consecutive year bringing it up to "A", and Ecovadis which has assigned five platinum medals and one gold medal to six group companies.

We have deployed nearly all the resources made available by investors to drive the group's growth three years ago. We believe that we have acted in the interests of all our stakeholders in doing so and have created a group with strong roots and the ambition and tools to continue its journey and confirm its role as a primary facilitator of the transition towards sustainable mobility.

Gilberto Salciccia

(Chairperson of the board of directors)

Valeriano Salciccia

(Chief executive officer)

Highlights

We are leaders in the railway infrastructure. We have always worked to enhance railway infrastructures on a global level, increasing speed and safety in the movement of goods and people, through projects with the best quality standards that not only facilitate today's mobility, but define tomorrow's. We operate with the awareness that railways offer sustainable transport to safeguard future generations, ensuring less pollution and greater liveability for our cities. We are constantly committed to offering a highly specialised service to meet the needs of the railway market. We are at our clients' side through all the work phases, with an approach that includes design, construction and the supply of materials and machinery to ensure efficient, high quality customised solutions.

Over the years, the group has expanded to work on four continents, directly acquiring the skills needed for every element of our projects: from research and design to construction.

Our key performance indicators are set out below:

1 Excludes the effect of changes in fair value of the additional conversion warrants on financial expense

2 Excludes the effect on income taxes of the recognition/reversal of deferred tax assets on fiscally-driven revaluations and the recognition of non-recurring tax expense

3 Excludes the effect of changes in fair value of financial investments on financial expense

4 Excludes the effect of recognising the additional conversion warrants

5 Excludes the effects of changes in fair value of financial investments and contract advances received from the customer IRICAV DUE, net of costs already incurred, for the HS/HC Verona - Padua railway contract

6 Excludes the effect of the recognition in 2020 and reversal in subsequent years of deferred tax assets on fiscally-driven revaluations

2022 results (compared to 2021)
+42% Consumption of electrical energy from renewable sources (23% of the total)
Environmental -27% Energy intensity
- 1,388 tCO2e (8%) Direct scope 1 emissions
-18% Total emission intensity rate
-4% Water withdrawals
85.0% EU taxonomy-aligned turnover
Social +37% Personnel
39% Under 30 hires (23% in 2021)
-37% Consolidated injury rate
ISO 30415 Diversity and Inclusion certification
"Diversity, equity and inclusion policy" and Human rights policy" prepared
94.5% Proportion of spending on local suppliers
Governance 43% women in the new BoD
"Engagement with shareholders and investors policy" and "Diversity in the board of
directors and board of statutory auditors policy" prepared
-43% Non-compliance rate for audited work sites and facilities

Guide to the report

This report is the Salcef Group's first Integrated Annual Report and represents our intention to adopt an integrated reporting approach to provide our stakeholders with a complete overview of the group's objectives and achievements in terms of its economic and financial, environmental, social and governance performance. This information is organised within a single document to present how the group's strategies, commitment to sustainable mobility, governance and its (financial and non-financial) performance create shared value for all stakeholders.

The Integrated Annual Report comprises:

  • a directors' report, which includes the information required by article 2428 of the Italian Civil Code, supplemented, when appropriate, by the specific regulations on the preparation of separate and consolidated financial statements and sustainability reporting (environmental, social and governance). The sustainability report is presented in Part III and is the non-consolidated financial statement ("NFS") prepared pursuant to Legislative decree no. 254 of 30 December 2016.

With respect to the non-financial information, the NFS is presented in accordance with the methodologies and standards set out in the GRI Sustainability Reporting Standards 2021 ("in accordance" option) defined by the Global Reporting Initiative ("GRI Standards"). The quantitative and other information included in this statement are identified by reference to the GRI Standards as follows "GRI [number and description]".

With respect to the Italian Civil Code requirements, the directors' report accompanies both the group's consolidated financial statements and the parent's separate financial statements, prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Commission. Therefore, it provides information on the results and performance of both the group and the parent, updated to 31 December 2022, and events after the reporting date;

  • the group's consolidated financial statements, consisting of a statement of financial position, an income statement, a statement of comprehensive income, a statement of cash flows and a statement of changes in equity, and notes thereto; and
  • the parent's separate financial statements, consisting of a statement of financial position, an income statement, a statement of comprehensive income, a statement of cash flows and a statement of changes in equity, and notes thereto.

Salcef Group S.p.A.'s board of directors approved this report and authorised it for publication on 16 March 2022.

Methodological note

  • GRI 1-3 Reporting in accordance with the GRI Standards
  • GRI 2-1 Organizational details
  • GRI 2-2 Entities included in the organization's sustainability reporting
  • GRI 2-3 Reporting period, frequency and contact point
  • GRI 2-4 Restatements of information
  • GRI 2-5 External assurance
  • GRI 3-1 Process to determine material topics

Preparation of a directors' report requires a consistent and comprehensive approach to company reporting and improves the overall quality of the information published and circulated to the benefit of all stakeholders.

This approach is fully confirmed by the changes in the reference regulatory framework, highlighting the strategic importance of sustainability topics (ESG, Environmental, Social, Governance) not only from a regulatory viewpoint but also and especially as a business model.

In November 2022, the European Parliament approved Directive (EU) 2022/2464, which amended the previous Directive 2014/95/EU (transposed into Italian law with Legislative decree no. 254/2016). The new directive is applicable for financial years starting on or after 1 January 2024 in line with a calendar for the progressive roll-out of the regulatory obligation. It provides, inter alia, that sustainability reporting/statements shall be mandatorily included in a special section of the directors' report of the annual report.

The Directive (EU) 2022/2464 establishes that the directors' report shall include information necessary to understand the company's impact on sustainability matters, and information necessary to understand how sustainability matters affect the company's development, performance and position.

NFS - Non-financial statements as per Legislative decree no. 254/2016

As set out in the "Guide to the report" above, the directors' report includes the consolidated non-financial statement (the "NFS") of the Salcef Group, published once a year, prepared in accordance with articles 3 and 4 of Legislative decree no. 254/2016 (the "decree"), enacting Directive 2014/95/EU. It sets out information about environmental matters, social and employee-related matters, respect for human rights, anti-corruption and bribery matters, useful to understand the group's activities, performance, results and their impacts.

As required by Legislative decree no. 254/2016, the NFS presents the new risks, generated or incurred, connected to the above matters and that derive from the group's operations, its products, services or trade relations, including, when relevant, the supply and subcontractor chains, and how they are managed.

The information provided in the NFS about environmental, social, economic and governance matters ensures a better understanding of the group's operations, its products, results and their impact. This

supports information users in making informed assessments and decisions about the group's impacts and contribution to sustainable development.

The NFS was prepared in accordance with the methodologies and standards of the GRI Sustainability Reporting Standards defined by the Global Reporting Initiatives (GRI Standards). The GRI content index, included in the appendices to this report and an integral part hereof, references the indicators and the other quantitative and qualitative information presented.

The GRI Standards enable companies to publicly disclose the most significant impacts of their activities and business relationships on the economy, environment, and people. These impacts, which are often financial (or can have financial impacts over time), are of primary importance for sustainable development and stakeholders. Sustainability reporting is fundamental for a better understanding of a company's financial performance and value. The information provided in sustainability reports provides inputs to identify financial risks and opportunities related to a company's impacts, value and to assess its long-term success.

Except where indicated otherwise, the quantitative and other information making up the group's sustainability reporting (the NFS) is provided in Part III " Consolidated non-financial statement" of the directors' report. It is identified by the reference to the GRI Standards as follows "GRI [number and description]".

The group has applied the GRI Standards 2021, which updated the reporting process, general information and the process used to identify and measure the material topics to prepare the 2022 NFS: GRI 1 Foundation 2021; GRI 2 General Disclosures 2021 and GRI 3 Material Topics 2021.

GRI 1 Foundation 2021 defines the reporting principles: accuracy, balance, clarity, comparability, completeness, sustainability context, timeliness and verifiability.

The GRI Standards and the related reported performance indicators refer to the material sustainability topics (material topics) analysed that reflect the group's operations and its impacts. The group performed the procedure to analyse, identify, assess and prioritise the material topics, as described in the "The procedure to identify, assess and prioritise topics" paragraph of the "Salcef Group materiality" section in accordance with Legislative decree no. 254/2016 and the GRI Standards. The group updates and develops this procedure over time as part of its sustainability accountability reporting.

The content of the NFS about the climate change topics is based on the European Commission Communication published in June 2019, "Guidelines on non-financial reporting: Supplement on reporting climate-related information (2019/C 209/01)", which supplements the recommendations of the Task Force on Climate-related Financial Disclosures - TCFD of the Financial Stability Board. The recommendations of the TCFD are structured around four thematic areas: governance, strategy, risk management, and metrics and targets.

The NFS includes the disclosure required by article 8 of Regulation (EU) 2020/852, related to the EU Taxonomy for sustainable activities. The Taxonomy establishes the conditions an economic activity must meet in order to be considered sustainable. This disclosure is provided in the "EU taxonomy reporting" section.

The reporting scope of the qualitative and quantitative data and information refers to the performance of the parent, Salcef Group S.p.A., and its subsidiaries (except for Francesco Ventura Costruzioni Ferroviarie S.r.l., the acquisition of which was completed on 23 December 2022), included in the group's consolidated financial statements at 31 December 2022 and that have been consolidated for the entire year (1 January to 31 December 2022).

Comparative figures for the previous two years are presented to enable a comparison of the data over time and an assessment of the performance of Salcef Group's operations.

Any use of estimates for some of the quantitative information is referenced directly in the relevant paragraphs.

In order to ensure the consistency and comparability of the information when necessary to correct any errors or to reflect changes in the methodology applied to measure the indicators or the nature of the operations, the quantitative figures presented for previous periods may be recalculated and restated (and therefore differ from the figures published in the previous year's NFS. The related indications, recalculation criteria and effects are provided in the relevant chapters and paragraphs.

The process for the preparation of the NFS involved the managers of the various departments of the parent, Salcef Group S.p.A., and its Italian and foreign subsidiaries.

The parent's board of directors approved the NFS, included in the directors' report, on 16 March 2023 and KPMG S.p.A. performed a limited assurance engagement on it in accordance with the standards and guidance set out in International Standard on Assurance Engagements 3000 (revised) ("ISAE 3000 revised") of the International Auditing and Assurance Standards Board (IAASB). KPMG S.p.A. has also been engaged to perform the statutory audit of the separate and consolidated financial statements of Salcef Group S.p.A.. As disclosed in the notes thereto, the separate and consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board and endorsed by the European Commission. The independent auditors' reports are attached at the end of this document.

The Integrated Annual Report which includes the NFS is published in the Sustainability section of the company's institutional website www.salcef.com. For more information, please contact [email protected].

Salcef Group S.p.A. has notified GRI (Global Reporting Initiative) of its use of the GRI Standards and its statement of use.

DIRECTORS' REPORT

2.1 Part I – Presentation of the group

2.2 Part II – The group's performance

2.3 Part III – Consolidated non-financial statement

2.4 Part IV – Other information

2.1

Directors' report

Part I – Presentation of the group

Profile and operations

Structure

The history of a key player in the railway sector

Company officers

Profile and operations

GRI 2-1 Organizational details GRI 2-2 Entities included in the organization's sustainability reporting GRI 2-6 Activities, value chain and other business relationships

With over 70 years of experience and an international footprint, the Salcef Group contributes to the development of sustainable mobility in the railway infrastructure. Specifically, the group is specialised in the renewal, maintenance, construction and electrification of railway infrastructure, and tram and metro networks, as well as the design and construction of railway materials and equipment.

The group leverages its know-how and equipment to offer specialist, integrated services deploying its cutting-edge expertise in structural, civil and technological components.

Vision – We have always worked to enhance railway infrastructures on a global level, increasing speed and safety in the movement of goods and people, through projects with the best quality standards that not only facilitate today's mobility, but define tomorrow's. We operate with the awareness that railways offer sustainable transport to safeguard future generations, ensuring less pollution and greater liveability for our cities.

Mission – We are constantly committed to offering a highly specialised service to meet the needs of the railway market, adapting our methods and machinery to undertake complex projects in ever-changing operating scenarios on a daily basis. We are at our clients' side through all the work phases, solving any type of problem with an integrated approach that includes design, construction and the supply of materials and machinery to ensure efficient, high quality customised solutions.

The group mainly operates in Italy and, thanks to its acquisition of local operators, has an industrial base in the United States and Germany as well. Its international footprint extends beyond its national borders to eastern Europe, the Middle East, North Africa, Scandinavia and Canada.

The group is comprised of 15 operating companies and it has branches in eight countries (Saudi Arabia, Australia, Croatia, Egypt, United Arab Emirates, Norway, Romania and Switzerland).

Salcef Group has seven business units, which all report to the "Railway Industry" strategic business unit.

TRACK & LIGHT CIVIL WORKS

This is the group's core business. It operates in permanent way systems and on civil works in operation.

The main activities performed are:

  • Maintenance and renewal of railway lines, with the partial or total replacement of the railway superstructure (tracks, sleepers and ballast);

-
Construction of ballasted track for high speed and standard speed, and tram and
metro lines based on ballasted and ballastless systems;
-
Construction of small infrastructure works as part of complex railway projects.
ENERGY, SIGNALLING & TELECOMMUNICATION
Building and maintenance of electrical traction, substations and signalling systems, as well
as works for overhead and underground high, medium and low voltage power
transmission lines.
The main activities performed are:
-
Design, construction, renewal and maintenance of various railway, metro and tram
line electrification systems: overhead contact lines, third rail for urban mobility and
electrical substations;
-
Design, installation and maintenance of signalling systems for the management
and control of railway, tram and metro circulation;
-
Design, construction and maintenance of electricity transmission and supply
systems, particularly high and very high voltage overhead and underground lines.
RAIL GRINDING & DIAGNOSTICS
Rail and turnout grinding to maximise the average life of the infrastructure, thanks to the
removal of irregularities and defects that could cause surface cracks on the tracks and,
with time, lead to a fracture in the track.
HEAVY CIVIL WORKS
Design, building and maintenance of complex multi-disciplinary works, such as the
construction of new railway lines, the doubling of existing lines, the construction of new
systems at stations in complex scenarios or the upgrade of railway junctions.
RAILWAY MATERIALS
Design, production and sale of railway materials for the superstructure, such as monobloc
sleepers, prefabricated tunnel segments, prefabricated reinforced slabs for urban
transport and railway systems.
RAILWAY MACHINES
Design, construction, maintenance, sales and rentals of machinery for the construction
and maintenance of railway infrastructure.

ENGINEERING
Design and engineering of railway works and structures (civil works, permanent way
systems, energy, signalling), supporting customers and group companies from the early
stages of drafting a project to identify the best solutions.
The main types of services performed are:
-
pre-feasibility and feasibility studies;
-
preliminary, executive and as-built design;
-
topographic surveys;
-
project management and engineering consulting.

For full disclosure purposes, this report also refers to the "General Services" business unit. It covers all those activities that refer to all business units, such as administration, procurement, safety, quality, the environment, etc.

The table below shows the distribution of the business units across the main group companies.
BUSINESS UNIT Salcef S.p.A. Euro Ferroviaria S.r.l. Francesco Ventura Costruzioni
Ferroviarie S.r.l.
SRT S.r.l. RECO S.r.l. Overail S.r.l. Salcef Bau GmbH Coget Impianti S.r.l. Delta Railroad Construction Inc. Bahnbau Nord GmbH
TRACK & LIGHT CIVIL WORKS
ENERGY, SIGNALLING &
TELECOMMUNICATION
HEAVY CIVIL WORKS
RAILWAY MATERIALS

BUSINESS UNIT Salcef S.p.A. Euro Ferroviaria S.r.l. Francesco Ventura Costruzioni
Ferroviarie S.r.l.
SRT S.r.l. RECO S.r.l. Overail S.r.l. Salcef Bau GmbH Coget Impianti S.r.l. Delta Railroad Construction Inc. Bahnbau Nord GmbH
RAILWAY MACHINES
RAIL GRINDING & DIAGNOSTICS
ENGINEERING

Structure

GRI 2-1 Organizational details

GRI 2-2 Entities included in the organization's sustainability reporting

GRI 2-6 Activities, value chain and other business relationships

Salcef Group S.p.A. (the "parent") heads a group of specialist companies active in Italy and abroad.

The history of a key player in the railway sector

The Salcef Group commenced its activity in the railway construction sector in Italy in 1949 and has always featured an organisational model which prioritises innovation and highly-specialised production processes. Over the decades, it has acquired a series of companies operating in the permanent way systems sector, expanding its reach and creating a structure able to build complex works.

Since the 1990's, the group has expanded its global footprint in the European, African and Middle Eastern markets to become known and respected in Italy and abroad.

It started its international industrial expansion in 2018 with its first cross-border acquisition in Germany, followed by its entry into the North American market in 2020 and another acquisition in Germany in 2021.

In 2022, the group completed two important transactions in Italy, acquiring the railway business unit from the PSC Group and Francesco Ventura Costruzioni Ferroviarie. The first deal made the group the market leader of the Italian railway electrification sector and strengthened its market presence in the railway signalling and infrastructure technology market while the second transaction allowed it to reinforce its core railway permanent way systems business, extend its routine and extraordinary maintenance operations in South Italy and build up its fleet.

Costruzioni Ferroviarie (track maintenance and construction)

Governance and company officers

Board of directors
Appointed by the shareholders on 29 April 2022
and in office up until the date of the shareholders'
meeting called to approve the financial
statements as at and for the year ending 31
December 2024.
Chairperson
CEO
Director
Director (independent)
Director (independent)
Director (independent)
Director (independent)
Gilberto Salciccia
Valeriano Salciccia
Angelo Di Paolo
Veronica Vecchi
Bruno Pavesi
Valeria Conti
Emilia Piselli
Remuneration and appointment
committee
In office up until the date of the shareholders'
meeting called to approve the financial
statements as at and for the year ending 31
December 2024.
Chairperson
Member
Member
Emilia Piselli
Veronica Vecchi
Bruno Pavesi
Audit and risk committee
In office up until the date of the shareholders'
meeting called to approve the financial
statements as at and for the year ending 31
December 2024.
Chairperson
Member
Member
Valeria Conti
Veronica Vecchi
Bruno Pavesi
Related parties committee
In office up until the date of the shareholders'
meeting called to approve the financial
statements as at and for the year ending 31
December 2024.
Chairperson
Member
Member
Bruno Pavesi
Emilia Piselli
Valeria Conti
Board of statutory auditors
Appointed by the shareholders on 29 April 2022
and in office up until the date of the shareholders'
meeting called to approve the financial
statements as at and for the year ending 31
December 2024
Chairperson
Standing auditor
Standing auditor
Alternate auditor
Alternate auditor
Pier Luigi Pace
Giovanni Bacicalupi
Maria Assunta Coluccia
Carla Maria Melpignano
Maria Federica Izzo
Manager in charge of financial
reporting
Fabio De Masi

Independent auditors

Appointed for the 2020/2028 nine-year period by the shareholders at their ordinary meeting of 5 October 2020.

KPMG S.p.A.

The parent's corporate governance structure is based on a traditional organisational model and is comprised of the following company bodies: (i) the shareholders' meeting, which resolves on the issues provided for by the law and the company's by-laws; (ii) the board of directors, responsible for the

management of the company, whose powers are detailed below; and (iii) the board of statutory auditors, entrusted with a supervisory function.

Based on a reasoned proposal made by the board of statutory auditors, the shareholders conferred the nine-year statutory audit by means of a resolution taken in their meeting.

The board of directors is vested with the broadest powers for the ordinary and extraordinary management of the parent. The directors are assigned all powers necessary for the implementation and achievement of the business purposes other than those reserved exclusively to the shareholders by law or the by-laws.

The board members, who do not necessarily have to be shareholders of the group, remain in office for three years. They are elected by the shareholders which decide on the number of members (between three and eleven) before electing them. Directors are elected from lists, drawn up in accordance with the methods set out in the corporate governance and ownership structure report and candidates must meet the necessary professional and independence requirements. Lists presenting three or more candidates must include candidates of different genders so that the board of directors' composition complies with the regulations about gender equality.

The chairperson of the board of directors has unlimited representation powers for the parent and is also assigned the organisation and management of company structures, as well as the definition of the guidelines and operating strategies for the other Salcef Group companies. Specifically: a) definition of strategic guidelines for new investments and activities to ensure company assets are operating efficiently; b) definition of the operating plan for Salcef Group's investments; c) research and development and other activities which are aimed at increasing and diversifying Salcef Group's products and services offer over the medium to long-term, including the roll-out of design activities and the research for new patents and production systems.

The chief executive officer (CEO) is assigned general representation powers, management of personnel and employment relationships, administrative management, contracts and financial management.

Board of directors – Diversity (gender – age bracket)
Women Men Total
No. % No. % No. %
3 42.86% 4 57.14% 7 100.0%
Under 30 years of age Between 30 and 50 years of age Over 50 years of age
No. % No. % No. %
- - 1 14.29% 6 85.71%

The following table provides a breakdown of the board of directors by gender and age bracket:

Six of the seven directors were elected from the list presented by the controlling shareholder, Finhold S.r.l., while the other director was elected from the list presented by a group of institutional investors.

The board committees have the following duties:

  • ― the remuneration and appointment committee carries out preliminary functions and advises the board of directors on the determination of the fees of directors assigned special duties, as well as in relation to personnel remuneration and retention policies;
  • ― the audit and risk committee supports the board of directors in assessments and decisions in relation to risks and the internal control system;
  • ― the related parties committee carries out the functions provided for by the regulation governing related party transactions adopted by Consob (the Italian commission for listed companies and the stock exchange) with resolution no. 17221 of 12 March 2010, as amended, also taking into account the instructions and guidelines for the application of the related party transactions regulation provided by Consob with communication no. DEM/10078683 of 24 September 2010;

2.2

Directors' report - Part II

Performance

Financial figures and key performance indicators - group

Economic value generated and distributed

Government grants and subsidies

Financial figures and key performance indicators - parent

Performance of consolidated companies

Share performance

Key events of the year

Financial figures and key performance indicators - group

Group results

Salcef Group management assesses the group's performance using certain measures not provided for by the IFRS. Although they are derived from the consolidated financial statements, they cannot be considered as substitutes of the IFRS indicators. Group management constructs the following alternative performance measures using the historical figures and they only relate to the reporting period covered by this report and the previous comparative period. They are not representative of the group's future performance.

Reclassified income statement

(€'000)
2022 2021 Variation
Revenue 564,620 440,141 124,479
Operating costs (462,370) (356,626) (105,744)
Other operating costs (12,807) (9,840) (2,967)
Internal work capitalised 24,524 23,636 888
EBITDA (Gross operating profit) 113,967 97,312 16,655
Amortisation, depreciation and impairment losses (35,270) (27,363) (7,907)
Impairment losses (697) (1,780) 1,083
EBIT (Operating profit) 78,000 68,168 9,832
Financial income 3,293 3,375 (82)
Adjusted financial expense* (5,035) (1,473) (3,562)
Adjusted pre-tax profit 76,258 70,071 6,187
Adjusted income taxes** (19,768) (17,843) (1,925)
Adjusted profit for the year 56,490 52,227 4,263
* Net fair value losses on financial investments and warrants (8,900) (9,737) 837
** Deferred tax liabilities on net fair value losses on financial investments, **
Reversal of deferred tax assets on revaluation and non-recurring tax expense
(1,953) (3,148) 1,195
Profit for the year 45,637 39,342 6,295

Key performance indicators

(€'000)
2022 2021
EBITDA margin 20.18% 22.11%
EBIT margin 13.81% 15.49%

EBITDA: Operating profit before depreciation, amortisation and impairment losses EBIT: Pre-tax profit before net financial income (expense)

Key financial indicators

(€'000)
31.12.2022 31.12.2021
NFP 26,006 (*) 114,547
Adjusted equity 432,620 408,798

(*) the NFP at 31 December 2022 was adjusted to exclude the effects of the net fair value losses on the group's short-term investments and contract advances received from the customer IRICAV DUE, net of costs already incurred, for the HS/HC Verona - Padua railway contract

Description of the alternative performance measures

Where applicable, the alternative performance measures are presented in accordance with the ESMA Guidelines (Reference 2015/1415) as acknowledged by Consob communication no. 0092543 of 3 December 2015. In accordance with these documents, the criteria used to construct these measures are presented below:

  • EBITDA is calculated by adjusting the profit or loss for the year to exclude taxation, net financial expense and amortisation, depreciation and impairment losses;
  • EBIT is calculated by adjusting the profit or loss for the year to exclude taxation and net financial expense;
  • adjusted pre-tax profit or loss is calculated by adjusting the profit or loss for the year to exclude taxation and other amounts, such as fair value gains and losses on short-term investments and, in the comparative period only, the additional conversion warrants issued by Salcef Group S.p.A., related to non-recurring events, events unrelated to the core business and/or non-recurring transactions, as identified by the group;
  • adjusted profit or loss is calculated by adjusting the profit or loss for the year to exclude other amounts, such as fair value gains and losses on short-term investments and, in the comparative period only, the additional conversion warrants issued by Salcef Group S.p.A., related to nonrecurring events, events unrelated to the core business and/or non-recurring transactions, as identified by the group, and the tax impact of the reversal of deferred tax assets recognised on revaluations, as detailed further on, and non-recurring tax expense;
  • the EBITDA margin is calculated as the ratio of EBITDA (as identified above) to total revenue;
  • the EBIT margin is calculated as the ratio of EBIT (as identified above) to total revenue;
  • the net financial position is calculated by deducting cash and cash equivalents and current financial assets from current and non-current financial liabilities. The net financial position is adjusted to exclude the effect of any events unrelated to the core business and/or related to non-recurring transactions with an impact on the net financial position;
  • adjusted equity is calculated by deducting from equity the effects of the initial recognition in 2020 of deferred tax assets recognised on tax revaluations, as detailed further on, and the effects of the reversal of such deferred tax assets in 2021 and 2022.

These measures reflect the group's financial performance net of non-recurring events and events unrelated to the core business to allow a more consistent analysis of the group's performance with previous periods.

Comments on the group's 2022 performance

In 2022, the group recognised revenue of €564,620 thousand, up €124,479 thousand (+28.3%) on the previous year's figure of €440,141 thousand. This improvement is mainly due to the group's organic growth

and the changes in the consolidation scope following the acquisition of the business unit from the PSC Group, effective 1 May 2022, and the acquisition of the Bahnbau Nord Group in May 2021 (which, therefore, only contributed to the income statement for the comparative period in the period after it was acquired). EBITDA amounts to €113,967 thousand, an €16,655 thousand (+17.1%) increase over the €97,312 thousand of 2021. The EBITDA margin is 20.18%, down on the previous year, due to the different revenue mix and higher direct operating costs, such as fuel and the raw materials used by the group. The EBITDA margin was not significantly affected by the hike in electricity prices as the group companies do not carry out energy intensive activities.

EBIT amounts to €78,000 thousand, up €9,832 thousand (+14.4%) over the €68,168 thousand of 2021. The EBIT margin of 13.81% decreased on the previous year due to higher depreciation following the roll-out of new plant and machinery which the group had purchased in 2021 and 2022.

The adjusted profit for the year is €56,490 thousand compared to €52,227 thousand in 2021. The adjustments (compared to the profit for the year of €45,637 thousand) related to: (i) the net fair value losses on financial investments of €8,900 thousand, (ii) the related deferred tax liabilities of €2,136 thousand, (iii) the release of deferred tax assets on revaluations of €3,191 thousand, and (iv) other non-recurring tax expense of €898 thousand. The net fair value losses of €8,900 thousand relate to the group's short-term investments due to the downturn in international financial markets. The profit for 2021 reflected the financial expense (€9,737 thousand) consisting of the net fair value losses on the additional conversion warrants recognised from 1 January 2021 until their complete extinguishment in July 2021 after either their conversion or their expiry for not being exercised before the term provided for by their regulation. The additional conversion warrants were classified as financial liabilities in accordance with IAS 32. They were considered equity solely for tax purposes. On this basis, the liability recognised as a balancing entry to the equity reserve and the fair value gains and losses on the additional conversion warrants with an impact on profit or loss cannot be recognised for tax purposes. Therefore, not even the extinguishment of the liability when the warrants were converted generated a tax impact for the parent.

The effect of the tax treatment of the additional conversion warrants led to a smaller tax loss for the parent than it would have had if the accounting effects of the additional conversion warrants had been relevant for tax purposes.

The profit for 2022 was also impacted by the tax expense (€3,191 thousand; €3,148 thousand in 2021) deriving from the release of the deferred tax assets recognised at 31 December 2021 (€17,550 thousand) to offset the lower taxes recognised by the subsidiaries that revalued assets in their respective financial statements at 31 December 2020.

Specifically, the subsidiaries Salcef S.p.A., Euro Ferroviaria S.r.l. and Overail S.r.l. - which prepare their financial statements in accordance with OIC - revalued their assets in accordance with the "August Decree" in their financial statements at 31 December 2020 and decided to apply the substitute tax scheme, equal

to 3% of the net balance of the revaluation, in order to apply the revaluation for tax purposes. This revaluation was reversed for consolidation purposes, but retained full effect for tax purposes.

Accordingly, the tax value of the assets revalued in the subsidiaries' financial statements is higher than their carrying amount in the Salcef Group's consolidated financial statements. This difference led to the recognition of deferred tax assets (IRES - corporate income tax and IRAP - regional productivity tax) in the consolidated financial statements at 31 December 2020 in accordance with IAS 12. The deferred tax assets reverse starting from 2021 as the subsidiaries that applied the revaluation fully deduct the greater depreciation arising from the revaluation in the calculation of current taxes (IRES and IRAP), while such greater depreciation is reversed in the Salcef Group's consolidated financial statements (see note 7 to the consolidated financial statements).

The group's adjusted net financial position (i.e., with liquidity exceeding debt) amounts to €26,006 thousand at the reporting date, compared to €114,547 thousand at 31 December 2021. The €88,541 thousand decrease is mostly due to the dividend payment of roughly €28.5 million, the payment of around €24.6 million to the PSC Group for the acquisition of a business unit operating in the railway sector, the payment of approximately €13.7 million to acquire Francesco Ventura Costruzioni Ferroviarie S.r.l. and the €29.5 million adjustment to exclude collection of contract advances received from IRICAV DUE (described later) and the net fair value losses on the group's financial investments. The decrease is partly offset by the cash generated by the group in the year.

The table below provides a breakdown of the net financial position at 31 December 2022 and 2021 in accordance with the presentation method established in the ESMA Guidelines dated 4 March 2021.

(€'000)
NET FINANCIAL POSITION Note 31.12.2022 31.12.2021 Variation
(A) Cash 1 135,246 166,176 (30,930)
(B) Cash equivalents 0 0 0
(C) Other current financial assets 2 148,643 101,588 47,055
(D) Liquidity (A + B + C) 283,889 267,764 16,125
(E) Current financial debt (22,140) (5,976) (16,164)
(F) Current portion of non-current financial debt (76,576) (61,697) (14,879)
(G) Current financial indebtedness (E + F) (98,716) (67,673) (31,043)
(H) Net current financial position (G + D) 185,173 200,091 (14,918)
(I) Non-current financial debt (129,640) (85,544) (44,096)
(J) Debt instruments 0 0 0
(K) Trade payables and other non-current financial liabilities 0 0 0
(L) Non-current financial indebtedness (I + J + K) (129,640) (85,544) (44,096)
(M) Net financial position (H + L) 3 55,533 114,547 (59,014)
(N) Adjustments for events unrelated to the core business
and/or related to non-recurring transactions
4 (29,527) 0 (29,527)
(O) Adjusted net financial position (M + N) 26,006 114,547 (88,541)

Note

(1) The balance at 31 December 2022 includes contract advances collected from the customer IRICAV DUE, net of costs already incurred, related to the contracts for the construction of the civil works and permanent way systems on the HS/HC Verona - Padua railway line.

(2) The balance at 31 December 2022 reflects the impact of fair value losses on the group's short-term investments due to the downturn in international financial markets.

(3) Net financial position calculated as per Consob communication no. 6064293 of 28 July 2006 and in compliance with ESMA Guidelines of 4 March 2021.

(4) The adjustments relate to: (i) the contract advances received for the HS/HC Verona - Padua railway contracts as disclosed in note (1) (-€36,722 thousand), and (ii) the net fair value losses on securities as disclosed in note (2) (€7,195 thousand). The latter adjustment does not reflect the reversal of fair value gains recognised at 31 December 2021 (€1,860 thousand).

The net financial position shown above includes a five-year loan that Crédit Agricole granted in February 2022 (the "S-Loan"), totalling €20 million. The loan provides for certain financial covenants based on the identification and monitoring of certain ESG performance indicators. Improvements in these indicators may trigger decreases in the interest rate.The net financial position also includes two €20 million loans disbursed by BPM and BNL in July 2022, maturing in 2026 and 2025, respectively. The group has entered into IRS to hedge interest rate risks on these loans.

The net financial position at 31 December 2022, determined considering solely bank and other loans and borrowings, net of cash and cash equivalents and securities, is €78,389 thousand (31 December 2021: €125,370 thousand).

Total adjusted equity at 31 December 2022 of €432,620 thousand is up €23,822 thousand on 31 December 2021. This increase is due to the profit for the year, other comprehensive income (relating to the net actuarial gains, the fair value gains on hedging derivatives and net exchange gains) and recognition of the stock grant plan, net of the dividends distributed in the year as resolved by the shareholders in their meeting of 29 April 2022.

Total equity at the reporting date includes the reserve for treasury shares of €7,179 thousand, corresponding to the 538,257 treasury shares held by the parent (0.863% of share capital). The treasury share repurchase programme has continued into 2023 and, at the date of preparation of this report, the parent holds 798,243 treasury shares (1.280% of share capital).

Order backlog

The group's order backlog represents the value of all its contracts with customers leading to obligations for both sides to fulfil their part of the contract, net of the performance obligations that have already been satisfied. As soon as a new contract is signed, it is added to the order backlog which subsequently decreases over time as the group satisfies its performance obligations, recognising the related contract revenue in profit or loss.

At the reporting date, the Salcef Group's order backlog includes contracts for permanent way systems (71.1%), energy sector works (16.8%), infrastructure works (8.1%), sleepers and prefabricated products manufacture (3.2%) and machinery construction and maintenance contracts (0.9%).The Salcef Group's order backlog at 31 December 2022 is detailed by business unit and geographical segment below:

At year end, the group's order backlog exceeds €1.7 billion compared to approximately €1.2 billion at the end of 2020. This achievement is mostly due to two factors: (i) the contribution of the order backlog (approximately €242 million) of the newly-acquired Francesco Ventura Costruzioni Ferroviarie S.r.l., entirely consisting of contracts in the Italian permanent way systems sector, mostly awarded by RFI S.p.A., and (ii) the acquisition of two contracts in Romania by the subsidiary Salcef S.p.A. with Webuild S.p.A. (Salcef Group's share: around €200 million). The client is CFR (the Romanian National Railways Company) and the works consist of the modernisation of Lots 3 and 4 of the Caransebeș - Timișoara - Arad railway line. Salcef has sole responsibility for the design and building of the railway permanent way system and the electrification systems, while Webuild will perform all the other activities, including the civil infrastructure works. Both projects are financed by the EU as part of the Large Infrastructure Operational Programme (LIOP), whose objectives include development of the Trans-European Transport Network (TEN-T), of which the Caransebeș - Timișoara - Arad line is part of the Rhine - Danube corridor.

The order backlog ensures continuity using the existing operating units already active in the relevant geographical areas.

Economic value generated and distributed

  • GRI 3-3 Management of material topics
  • GRI 201-1 Direct economic value generated and distributed

The value generated and distributed is determined using the group's income statement to show the economic value directly generated by the group and distributed to its internal and external stakeholders. The income statement presents information on the creation and distribution of economic value to the stakeholders.

From an accounting viewpoint, the value generated is the group's net revenue (revenue, other operating revenue, net of impairment losses and tax benefits - in 2020 and 2021), while the economic value distributed includes costs reclassified by stakeholder category. The costs presented in the income statement are increased by dividends, when these are distributed to the shareholders.

The economic value withheld is the difference between the economic value generated and that distributed. It includes capitalised research and development expenditure, amortisation and depreciation, provisions, fair value gains and losses and deferred taxes.

Economic value
(€'000)
2020 2021 2022
Economic value generated 340,285 440,141 564,620
Operating costs (211,302) (278,247) (377,331)
Human resources - Personnel expense (70,657) (93,726) (109,290)
Net financial expense (18,144) (7,834) (10,642)
Public administration 1,093 (20,992) (21,721)
Shareholders - Dividends distributed1 (16,904) (21,314) (28,745)
Economic value distributed (315,914) (422,113) (547,459)
Economic value withheld 24,371 18,028 17,161

Government grants and subsidies

GRI 201-4 Financial assistance received from government

Salcef S.p.A. has tax credits of €1,875 million for investments in property, plant and equipment under the Industry 4.0 programme (Law no. 178/2020) in 2022.

The group companies have recognised tax credits of €0.190 million for 2022, related to investments in new owner-operated property, plant and equipment and intangible assets.

Overail S.r.l., Coget Impianti S.r.l. and Euro Ferroviaria S.r.l. have accrued tax benefits in 2022 related to investments in property, plant and equipment under the Industry 4.0 programme, which they will recognise and use starting from 2023.

1 Considering intragroup eliminations

Overal S.r.l. and SRT S.r.l. have also accrued tax credits in 2022 related to costs incurred to purchase energy products (as per Decree laws no. 115/2022, no. 144/2022 and no. 176/2022), which they have claimed in 2023 and will recognise in their financial statements in the year in which their claim is accepted.

Financial figures and key performance indicators - parent

The parent's results

The parent's 2022 financial figures and key performance indicators are provided in the next table:

Reclassified income statement

(€'000)
2022 2021 Variation
Revenue 16,984 18,231 (1,247)
Operating costs (18,601) (22,344) 3,743
Other operating costs (782) (1,331) 549
Internal work capitalised 0 0 0
EBITDA (Gross operating loss) (2,399) (5,444) 3,045
Amortisation, depreciation and impairment losses (632) (837) 205
Impairment losses (380) (1,311) 931
EBIT (Operating loss) (3,411) (7,592) 4,181
Financial income 50,237 51,514 (1,277)
Adjusted financial expense* (3,454) (719) (2,735)
Adjusted pre-tax profit 43,372 43,203 169
Adjusted income taxes** (576) (166) (410)
Adjusted profit for the year* 42,796 43,037 (241)
* Net fair value losses on financial investments and warrants (8,900) (9,737) 837
** Deferred tax liabilities on net fair value losses on financial
investments
2,136 0 2,136
Profit for the year 36,032 33,301 2,731

Key financial indicators

(€'000)
31.12.2022 31.12.2021
NFP 118,402 (*) 166,034
EQUITY 336,225 325,890

(*) NFP at the reporting date was adjusted to exclude the effects of net fair value losses on the group's short-term investments

The previous section on the group's performance contains a description of the alternative performance measures used by management.

Comments on the parent's 2022 results

The parent made a profit of €36,032 thousand for the year compared to €33,301 thousand for 2021 and an adjusted profit of €42,796 thousand compared to €43,037 thousand in the previous year. This profit takes into account the net fair value losses of €8,900 thousand on the group's short-term investments due to the downturn in international financial markets.

The profit for 2021 reflected the financial expense (€9,737 thousand) consisting of the net fair value losses on the additional conversion warrants recognised from 1 January 2021 until their complete extinguishment in July 2021 after either their conversion or their expiry for not being exercised before the term provided for by their regulation.

The additional conversion warrants were classified as financial liabilities in accordance with IAS 32. They were considered equity solely for tax purposes. On this basis, the liability recognised as a balancing entry to the equity reserve and the fair value gains and losses on the additional conversion warrants with an impact on profit or loss cannot be recognised for tax purposes. Therefore, not even the extinguishment of the liability when the warrants were converted generated a tax impact for the parent.

The effect of the tax treatment of the additional conversion warrants led to a smaller tax loss for the parent than it would have had if the accounting effects of the additional conversion warrants had been relevant for tax purposes.

As shown in the above table, revenue for the year came to €16,984 thousand compared to €18,231 thousand for 2021, earned on work performed by the company through its foreign branches in Saudi Arabia and Romania and on services provided to other group companies. Financial income mostly consists of dividends of approximately €45,000 thousand distributed by the subsidiaries Salcef S.p.A., Euro Ferroviaria S.r.l., Overail S.r.l. and SRT S.r.l. and interest income on loans granted to the subsidiaries.

The parent's net financial position (i.e., with liquidity exceeding debt) amounts to €118,402 thousand at the reporting date, compared to €166,034 thousand at 31 December 2021. The €47,632 thousand decrease is mostly due to the dividend payment of roughly €28.5 million, the payment of around €13.7 million to acquire Francesco Ventura Costruzioni Ferroviarie S.r.l. and non-current loans disbursed to the subsidiaries Francesco Ventura Costruzioni Ferroviarie S.r.l. (€12 million) and Ero Ferroviaria S.r.l. (approximately €27.4 million to provide it with the liquidity necessary to acquire the PSC business unit), net of liquidity in the form of bank loans taken out during the year minus repayments made in 2022 (around €40.5 million).

The table below provides a breakdown of the net financial position (and adjusted net financial position) at 31 December 2022 and 2021 in accordance with the presentation method established in the ESMA Guidelines dated 4 March 2021.

(€'000)
NET FINANCIAL POSITION Note 31.12.2022 31.12.2021 Variation
(A) Cash 14,177 87,575 (73,398)
(B) Cash equivalents 0 0 0
(C) Other current financial assets 1 252,321 191,506 60,815
(D) Liquidity (A + B + C) 266,498 279,081 (12,583)
(E) Current financial debt (1,077) (362) (715)
(F) Current portion of non-current financial debt (52,315) (45,810) (6,505)
(G) Current financial indebtedness (E + F) (53,392) (46,172) (7,220)
(H) Net current financial position (G + D) 213,106 232,909 (19,803)
(I) Non-current financial debt (101,898) (66,875) (35,023)
(J) Debt instruments 0 0 0
(K) Trade payables and other non-current financial liabilities 0 0 0
(L) Non-current financial indebtedness (I + J + K) (101,898) (66,875) (35,023)
(M) Net financial position (H + L) 2 111,208 166,034 (54,826)
(N) Adjustments for events unrelated to the core business and/or
related to non-recurring transactions
3 7,194 0 7,194
(O) Adjusted net financial position (M + N) 118,402 166,034 (47,632)

Note

(1) The 31 December 2022 balance reflects the impact of fair value losses on short-term investments due to the downturn in international financial markets.

(2) Net financial position calculated as per Consob communication no. 6064293 of 28 July 2006 and in compliance with ESMA Guidelines of 4 March 2021

(3) The adjustment relates to the net fair value losses on securities as disclosed in note (1). It does not reflect the reversal of fair value gains recognised at 31 December 2021 (€1,860 thousand).

The parent's net financial indebtedness at 31 December 2022, determined considering bank loans and borrowings and loans and borrowings from other financial backers, net of cash and cash equivalents and securities, is €3,060 thousand (31 December 2021: net financial position of €71,906 thousand).

Its share capital at 31 December 2022 amounts to €141,544,532.20 (unchanged from the previous year end) and is fully paid up at the date of approval of this report.

Performance of consolidated companies

GRI 2-1 Organizational details GRI 2-2 Entities included in the organization's sustainability reporting GRI 2-6 Activities, value chain and other business relationships

Salcef S.p.A.

Salcef S.p.A. is the group's most important company in terms of revenue. Together with Euro Ferroviaria S.r.l., it operates in the Italian railway and metro construction and maintenance sector.

It recognised revenue of €338,010 thousand (€246,879 thousand in 2021) and a profit of €32,365 thousand (€35,090 thousand in 2021). Its profit reflects the increase in direct operating costs, such as the cost of fuel and raw materials used by the subsidiary. It is also affected by the different revenue mix and higher depreciation expense as a result of the placement in service of assets acquired during the year and the assets obtained as part of the acquisition of the business unit from Coget Impianti S.r.l. (more information about this transaction is available in the "Key events of the year" section).

The contracts for which the most work was carried out in 2022 were those for the renewal and maintenance of railway lines under the three-year plan established by RFI S.p.A. with its 2021-2023 master agreements as well as the start-up of work on the contracts for the civil works and permanent way systems for the HS/HC Verona - Padua railway line. The group company's branches in Egypt and Abu Dhabi both made significant contributions to revenue.

Euro Ferroviaria S.r.l.

This company is active in the permanent way systems, electrical traction and railway signalling sector and focuses on the Italian market. In 2022, it acquired a business unit specialised in the railway electrical traction segment of the railway sector from the PSC Group. More information about this transaction is available in the "Key events of the year" section.

The company reported revenue of €63,673 thousand and a profit of €3,126 thousand, compared to €64,011 thousand and €6,374 thousand for the previous year, respectively. The profit reflects the higher depreciation expense related to property, plant and equipment and the amortisation of goodwill arising from the acquisition of the PSC business unit. EBITDA at €11,621 thousand is substantially in line with the previous year's figure of €11,862 thousand.

The contracts for which the most work was carried out in 2022 were once again those for the renewal and maintenance of railway lines under the three-year plan established by RFI S.p.A. with its 2021-2023 master agreements, as well as the electrical traction and railway signalling contracts contributed by the newlyacquired business unit.

SRT S.r.l.

This company carries out design, construction and maintenance of railway machines for the maintenance of railway infrastructure and freight transport. It has production facilities in Fano and Sant'Ippolito, which are also maintenance centres certified by RFI.

In September 2022, SFT purchased a large production facility in the municipality of Terre Roveresche (Pesaro-Urbino), where it intends to build rolling stock for sale to other group companies and third parties after it has been properly refitted.

The group company earned revenue of €34,492 thousand in 2022 (€37,625 thousand in 2021) essentially split among three areas:

  • routine and extraordinary maintenance on rolling operating machines, which it performs directly at Salcef S.p.A.'s and Euro Ferroviaria S.r.l.'s active work sites;
  • extraordinary maintenance on rolling operating machines at the facility in Fano (Pesaro-Urbino), mainly on Salcef S.p.A.'s and Euro Ferroviaria S.r.l.'s vehicles;
  • construction of railway vehicles (such as carriages, grinders, etc.) for sale to Salcef Group companies and third parties.

Specifically, it performed 69% of its activities in 2022 for group companies under master agreements for routine and extraordinary maintenance of all their machinery, with the other 31% being carried out for third parties.

The group company made a profit of €2,253 thousand for the year, after taxes of €916 thousand, compared to €4,631 thousand in 2021. The decrease is mostly due to the higher value of work in progress (valued at cost), up from €4,293 thousand in 2021 to €14,042 thousand in 2022, the profits on which will be recognised in the year in which the railway vehicles under construction are invoiced to the end customer.

Overail S.r.l.

This company manages the Aprilia production facility and produces railway sleepers and precast products (e.g., precast slabs, tunnel segments) for urban transport systems.

It reported a profit for 2022 of €8,048 thousand, compared to €3,884 thousand in the previous year, after taxes of €2,777 thousand, with revenue of €51,751 thousand compared to €40,429 thousand in the previous year. The higher profit is a result of the surge in production volumes and the profitability of the group company's core business thanks to the investments made at the Aprilia industry facility, which is now more productive, and in the development of new products with higher profit margins.

Most of the sleeper production was carried out for its key customer RFI S.p.A. as part of a three-year plan to renew and perform extraordinary maintenance on the permanent way systems on existing lines of the RFI - Lotto Centro network. This work is being carried out in the 2021-2023 three-year period.

Coget Impianti S.r.l.

This company operates in the design, construction and maintenance of electric distribution lines ("primary lines") while it demerged the electric contact lines for electrical traction business unit to Salcef S.p.A.. More information about this transaction is provided in the "Key events of the year" section. The group company operates in Italy as well as in Austria through a permanent establishment set up in the country.

In 2022, it reported a profit of €1,412 thousand, compared to €1,075 thousand for the previous year, and revenue of €24,837 thousand against €27,472 thousand for 2021.

The company's core business profitability was stable in 2022 with an EBITDA margin going from 14.9% in 2021 to 14.7% in 2022.

RECO S.r.l.

RECO S.r.l. provides design and engineering services for the construction of railway infrastructure. It also plays a key role in the development of technological and industrial solutions working closely with the other group companies.

Its revenue for 2022 amounts to €1,928 thousand, which is substantially in line with the previous year (€1,582 thousand), and is nearly entirely earned with the other group companies on its engineering and design services.

It has a sound financial position with a pre-tax profit of €42 thousand and equity of €1,102 thousand.

Consorzio Itaca S.c.a r.l. and Consorzio Stabile Contese

Both these consortium companies are not for profit. Their business object is to be of mutual benefit to their members; therefore, all their costs incurred directly and indirectly in carrying out their activities are recharged to their members in line with their investment percentages unless it has been decided otherwise. Consorzio Stabile Contese joined the group in 2022 as it is part of the business unit owned by the PSC Group acquired by Euro Ferroviaria S.r.l.

Their operations contracted in 2022 and they recognised revenue of €187 thousand.

Salcef Deutschland GmbH

Salcef Deutschland GmbH is the group's sub-holding company for its German operations and it heads a group of companies including Salcef Bau GmbH (based in Landsberg am Lech, near Munich), Bahnbau Nord GmbH, Kampfmittelraumung Nord GmbH, Schweissteam Nord GmbH and Bahnsicherung Nord GmbH (in Henstedt-Ulzburg, near Hamburg). These companies are specialised in railway permanent way systems and infrastructure and all operate in the German permanent way systems market with the main customer Deutsche Bahn (the German railway infrastructure operator). Through Salcef Dutschland GmbH

and its subsidiaries, the group intends to grow its foothold in the German market, characterised by impressive development projects as confirmed by the Deutsche Bahn plan approved by the German government with investments of €86 billion in the period from 2021 to 2030. In 2022, the German group companies ended the year with revenue (at sub-holding level) of €41 million compared to €30 million in 2021.

Salcef USA Inc.

Salcef USA Inc. is the group's sub-holding company incorporated in the state of Delaware for its operations in the United States and Canada. It is fully owned by Salcef Group S.p.A..

Salcef USA Inc. owns 90% of Delta Railroad Construction Inc. (see below) and 100% of Salcef Railroad Services Inc., set up in October 2022 to promote the group's business in the North American market.

Delta Railroad Construction Inc.

This company, in which Salcef USA Inc. has a 90% investment acquired on 15 September 2020, is based in Ohio and has worked in the permanent way systems construction and maintenance and railway machines maintenance sectors in the US and Canada since 1957.

It reported a profit of USD3,388 thousand for 2022, compared to USD3,302 thousand for 2021. Its revenue came to USD51,535 thousand compared to USD51,374 thousand in 2021.

Salcef Railroad Construction Inc.

This subsidiary of Salcef USA Inc. was set up in 2022 to offer integrated services in the North American market.

Francesco Ventura Costruzioni Ferroviarie S.r.l.

As this company became part of the group on 23 December 2022, it has not contributed towards its profit for the year. It operates in the permanent way systems sector, mostly in southern Italy. More information about its acquisition is available in the "Key events of the year" section.

Share performance

The parent's ordinary shares (ISIN: IT0005388266) are listed on the Euronext STAR segment of the Euronext Milan market organised and managed by Borsa Italiana S.p.A..

On 30 December 2022 (the last trading day of the year), the share price was €17.42 compared to €24.70 on 30 December 2021, showing a decrease of €7.28 per share for an annual performance of -29%. The parent's market capitalisation was €1,087 million at 30 December 2022.

The graph shows the share's performance in 2022 while the second graph provides a comparison with the main indexes of the Italian market. The second graph also shows how the share's performance reflects that of the international financial market, affected by inflation, rising energy prices and geopolitical tensions.

Key events of the year

Conflict between Russia and Ukraine

The group has verified that the recent geopolitical events linked to the Russian/Ukrainian conflict and the restrictions imposed on Russia by the European Union should not impact its financial position.

The group does not have sales or purchases contracts or other trading relationships with entities resident in Russia, Belarus or Ukraine, nor does it hold assets, liquidity, equity or debt instruments in these countries. Moreover, it does not have receivables due from Russian, Belarusian or Ukrainian entities and is not exposed to currency risk deriving from exposures in Russian rubles or Ukrainian hryvnia as it does not have any positions in these currencies. As a result, it does not expect the conflict to have a significant impact on its commercial activities or supply chain.

Since the prices of raw materials and other operating costs are expected to rise as an indirect consequence of the conflict, given the information currently available and optimistically assuming that inflation will stabilise, future profitability should remain substantially in line with 2022. This moderately optimistic view reflects, on one hand, the increases in the cost chain and, on the other, the positive effect of legislative measures to offer Italian companies relief.

The parent's share price and the group's investments at the reporting date (although they are not located in the countries affected by the conflict) are exposed to the volatility and uncertainty seen on international financial markets in 2022, with a general downturn in major market indices.

Conversion of performance and special shares

Pursuant to article 7.4.c.iii and article 7.5.e.ii of the parent's by-laws and considering the number of new warrants exercised in 2021, on 15 January 2022, all the remaining performance and special shares were converted into ordinary shares. Specifically: (i) 641,044 performance shares were converted using the ratio of five ordinary shares to every one performance share for a total of 3,205,220 ordinary shares and (ii) 153,851 special shares were converted using the ratio of seven ordinary shares to every one special share for a total of 1,076,957 ordinary shares. These conversions did not increase the parent's share capital, which comprised 62,399,906 ordinary shares, without a par value, at the reporting date.

Demerger of Coget Impianti S.p.A. to Salcef S.p.A.

On 27 January 2022, the shareholders of Coget Impianti S.p.A. (now Coget Impianti S.r.l.) and Salcef S.p.A. approved the demerger proposal for the partial proportionate demerger of the former company (the "demerged company") to the latter company (the "beneficiary"), both of which were wholly owned by Salcef Group S.p.A.. As a result, the beneficiary received the business unit that designs, constructs and maintains electrical contact lines for electrical traction (the "ET business unit").

The objective behind the demerger is to streamline the group's operations and make them more efficient. The ET business unit's specific organisation and competitive edge sets it apart from those of the rest of the

operations carried out by the demerged company. Therefore, the demerger will facilitate the centralisation of the design, construction and maintenance of electrical contact lines for electrical traction in one company (the beneficiary, which already works in this area) in order to optimise the deployment of resources and costs for both companies.

The demerger was completed on 30 March 2022, after the legal term following the filing of the shareholders' resolutions with the competent company registrars had passed, with the signing of the demerger deed in which it was established that the demerger would take effect for statutory, accounting and tax purposes on 1 April 2022. The accounting effects of the demerger were recognised using the carrying amounts shown in the parent's financial statements as this is a transaction under common control. The equity transferred from the demerged company to the beneficiary amounts to €5,197 thousand.

When the shareholders of Coget Impianti S.p.A. approved the demerger, they also approved the company's transformation into a company limited by quotas (S.r.l.) in accordance with article 2500 of the Italian Civil Code and the transfer of its registered office from Corteno Golgi (Brescia) to Rome.

Acquisition of the railway business unit from the PSC Group

The group company Euro Ferroviaria S.r.l. acquired the railway business unit from PSC S.p.A. Group with the concurrent signing and closing of the transaction on 8 March 2022 as the transaction was not subject to any conditions precedent. The acquisition became effective on 1 May 2022.

This transaction is part of the group's mission to strengthen its leadership position in the railway electrical traction sector and to facilitate the development of business segments such as railway signalling, the construction of electricity generating substations and tunnel technological systems. The group expects these segments to grow rapidly and strongly, thanks to the sizeable investments to be made under the Italian National Recovery and Resilience Plan as well as the projects to upgrade the Italian railway network. The business unit has a workforce of around 100 employees, a good fleet of railway vehicles and an order backlog of more than €100 million. The consideration transferred approximated €26.6 million and is subject to the usual price adjustment mechanisms (upwards or downwards) depending on variations in the business unit's working capital. Payment was made at the closing except for €3.5 million. Of this amount, €1.5 million was paid after the closing and the remainder will be settled indirectly by offsetting it against the business unit's liabilities.

The group self-financed the acquisition in full.

Approval of financial statements and dividend distribution

At their ordinary meeting of 29 April 2022, the parent's shareholders approved the separate financial statements as at and for the year ended 31 December 2021, which show a profit for the year of €33,300,893, and were presented with the consolidated financial statements as at and for the year ended 31 December 2021, which show a profit for the year attributable to the owners of the parent of €39,070,532.

The shareholders also resolved to distribute a dividend of €0.46 per eligible ordinary share at the record date (i.e., 17 May 2022), with coupon detachment on 16 May 2022 and payment date on 18 May 2022. The shareholders then approved the allocation of the remaining profit for the year, allocating €1,665 thousand to the legal reserve and €3,161 thousand to retained earnings.

During their ordinary meeting, the shareholders:

  • (i) appointed, by voting for lists, Salcef Group S.p.A.'s new board of directors, deciding that there would be seven members and setting their term of office as three years, therefore expiring with the shareholders' meeting to approve the financial statements at 31 December 2024. The members of the new board of directors are: Gilberto Salciccia (Chairperson), Valeriano Salciccia, Valeria Conti, Emilia Piselli, Bruno Pavesi and Angelo Di Paolo, from list no. 1 presented by the controlling shareholder Finhold S.r.l., and Veronica Vecchi from list no. 2 presented by a group of institutional investors collectively holding 4.95302% of the company's share capital;
  • (ii) appointed, by voting for lists, Salcef Group S.p.A.'s new board of statutory auditors, setting their term of office for three years, therefore expiring with the shareholders' meeting to approve the financial statements at 31 December 2024. The members of the new board of statutory auditors are: Pier Luigi Pace (Chairperson), from list no. 2 presented by a group of institutional investors collectively holding 4.95302% of the company's share capital and Giovanni Bacicalupi (Standing auditor) and Maria Assunta Coluccia (Standing Auditor) both from list no. 1 presented by the controlling shareholder Finhold S.r.l.. The alternative auditor Carla Maria Melpignano was nominated from the controlling shareholder's list, whereas the alternate auditor Maria Federica Izzo was nominated from the list presented by the group of institutional investors;
  • (iii) authorised the board of directors, after revoking the authorisation resolved by the shareholders on 29 April 2021 for the part not exercised, to repurchase and use treasury shares as per article 2357 and following articles of the Italian Civil Code and article 132 of the Consolidated Finance Act, including in more than one tranche, up to a maximum which, considering the ordinary shares of the parent held at any time by the parent and its subsidiaries, shall not cumulatively exceed 10% of the parent's share capital, pursuant to article 2357.3 of the Italian Civil Code, considering the parent's ordinary shares held at date of preparation of this report. The authorisation has a term of 18 months of the date of the meeting at which the shareholders took the relevant resolution;
  • (iv) approved the 2022-2025 stock grant plan, which provides for the free allocation of up to a maximum of 40,000 ordinary shares without nominal value if set performance conditions are met. The beneficiaries are some employees, including key management personnel, of the parent and group companies and other beneficiaries holding key management positions in the group who can have a significant impact on the group's sustainable success. The plan is a short-

term incentive plan (management by objectives, MBO) and has one grant cycle for the free-ofcharge allocation of shares if the performance objectives are met;

  • (v) approved the 2022-2023 performance share plan, which provides for the free allocation of up to a maximum of 10,000 ordinary shares without nominal value if set performance conditions are met. The beneficiaries are some key management personnel of the parent and group companies. The plan consists of one grant cycle for the free-of-charge allocation of shares if the performance objectives are met;
  • (vi) examined the report on remuneration policy and compensation paid, prepared in accordance with current legal and regulatory requirements, approved the company's remuneration policy for 2022 included in the first section of such report, pursuant to article 123-ter.3-bis/3-ter of Legislative decree no. 58/98 (the "TUF") and resolved in favour of the second section of the report, pursuant to article 123-ter.6 of the TUF;
  • (vii) resolved, during an extraordinary meeting, to give the board of directors the power to increase the share capital against payment on one or more occasions, even separately (in one or more tranches), with or without warrants and even for the exercise of warrants, for a maximum of five years from the date of the resolution and, therefore, until 28 April 2027, for up to €100 million, including the share premium, in accordance with the right of first refusal under article 2441 of the Italian Civil Code, or even excluding the right of first refusal pursuant to article 2441.4/5 of the Italian Civil Code, provided that the unexercised power given by the shareholders on 5 October 2020 has been revoked;
  • (viii) resolved, during an extraordinary meeting, to update the by-laws to reflect the new names of the Euronext Milan market and the Corporate Governance Code.

Sale of the subsidiary Kampfmittelräumung Nord GmbH

The German sub-holding company, Salcef Deutschland GmbH, finalised a contract for the sale of the subsidiary Kampfmittelräumung Nord Gmbh ("KMR Nord") to KMR Verwaltung und Beteiligung GmbH. The buyer transferred the agreed consideration of €1.3 million on 16 January 2023 (the transaction effective date) and took on and concurrently extinguished KMR Nord's liability to Salcef Deutschland GmbH.

The group acquired the investment in KMR Nord as part of its acquisition of the Bahnbau Nord Group in May 2021. However, KMR Nord solely carries out war ordnance reclamation activities, which is not a business closely related to the railway sector, although it is mostly carried out before civil works can take place. The group does not deem this sector of interest to it as it does not generate synergies with its other lines of business.

The transaction is recognised in the consolidated and separate financial statements in accordance with IFRS 5 - Non-current assets held for sale and discontinued operations, as explained in note 35 to the consolidated financial statements.

Acquisition of Francesco Ventura Costruzioni Ferroviarie S.r.l.

The parent acquired 100% of Francesco Ventura Costruzioni Froviarie S.r.l. ("FVCF"), based in Rome and active in the permanent way systems sector, undertaking the design, construction, maintenance and renewal of railways predominantly in southern Italy where it has taken part in important projects covering regular railways, high speed lines and urban transport. It has a workforce of about 400 employees and a fleet of more than 400 track machines, including machinery for narrow-gauge lines. The transaction was closed on 23 December 2022 after the final conditions precedent, which are common in this type of transaction and were included in the preliminary agreements, were met (such as finalising the separation of assets not directly related to the track work business but which remain in the hands of the seller).

Payment of the consideration for the share purchase of €25 million partially took place at the closing of the deal and the rest has been deferred until certain conditions precedent are met. The agreement includes the usual price adjustment mechanisms as mentioned earlier. The deal has been entirely funded from Salcef Group's own resources.

Spread of the Coronavirus (Covid-19)

The Salcef Group continues to maintain all the necessary safeguards to ensure constant monitoring of the effects of the pandemic and to manage health risk, taking all steps to inform employees, suppliers, subcontractors and any other parties involved with the Salcef Group of the necessary and/or useful safeguards to minimise the risks of infection, and to manage any risks or actual infections.

At the reporting date, no Salcef Group operations had been suspended or slowed due to the pandemic. In fact, all sites are fully operational both in Italy and abroad.

2-3

Directors' report - Part III

Consolidated non-financial statement

Business model and strategy

Governance and responsible business conduct

Risk management

Salcef Group materiality

Sustainability performance

Business model and strategy

Our values

2-6 Activities, value chain and other business relationships

Value chain and business relationships

Salcef Group suppliers

Considering the nature of the activities performed and the markets in which it operates, Salcef Group relies on a large number of suppliers and sub-suppliers for the provision of services related to the contracts acquired. Numerous employees and collaborators of sub-contractor companies operate every day at the group's various work sites. In line with its Code of ethics, Salcef Group manages its relations with suppliers fairly, correctly, professionally, and by encouraging long-term collaboration and solid and long-standing relationships of trust.

Supplier types

Salcef Group classifies its suppliers based on how central their services are to the group's operations.

It considers critical those suppliers with the greatest impact on performance and the results of operations, both in terms of financial and reputation outcomes and as regards ESG and CSR. The evaluation is based on an analysis and monitoring of suppliers' product categories. At the qualification stage, each supplier selects at least one product category and if one of these is critical, then the supplier will be deemed critical.

The product categories classified as critical are described below for each supply type:

  • Supplies: critical suppliers are those that provide Salcef Group with key materials related to its business sectors, such as permanent way systems (e.g., railway ballast, concrete sleepers, rails, etc.), electric traction (e.g., metal carpentry for electric power lines and electric traction, electric transformation stations and substations, contact lines, etc.), civil works (e.g., iron, concrete, cement and composites, items in concrete, steel items, etc.) and the main materials related to the group's manufacturing activities (e.g., metal carpentry for machines and equipment, components, spare parts and accessories for railway vehicles, components for goods produced, etc.).
  • Works/sub-contracts: these are the most delicate type of supplies as suppliers carry out works on behalf of the group and, therefore, their organisation and output have a direct impact on customer satisfaction and the group's image. Accordingly, all suppliers that offer this type of service are considered critical. They include suppliers that operate in the railway field in the supply of works on permanent way systems, the production of electrical traction systems, the production of railway signalling systems and the performance of civil and other works on the railway infrastructure.
  • Services: critical services suppliers are those that carry out activities with an impact in the ESG field and on business. They include transport, waste management and machinery maintenance.

  • Rentals and leases: this is also a sensitive category for the business. Critical suppliers are those that offer rental services both with and without machine operators and road and rail vehicles.
  • Consultancy and professional services: critical suppliers are those that carry out important and essential activities for Salcef Group's products, such as testing, commercial and management consulting, laboratory testing, and project and engineering positions.

Critical suppliers are monitored more closely right from the qualification stage, as described in the following paragraphs.

Customer relations

Through its Railway industry strategic business unit (SBU), Salcef Group coordinates the strategies, processes, resources and technologies of its various business units. The Railway Industry SBU is divided into seven operating business units. These seven business units, defined by type of activity, correspond to the operating departments set up in one or more of the group companies, involved in one or more specific business areas, under the centralised control and coordination of the parent, Salcef Group S.p.A..

Group operations mainly comprise the participation in bids or tenders, according to the following model:

Quality control, environment and safety

The model developed by Salcef Group enables it to supervise all stages of the process in order to ensure a high level of control and compliance with quality standards. Group activities involve the programming of costs and production times and are organised to optimise the internal production capacity of work sites and facilities. The model's starting point is commercial development, with activities linked to the sales and marketing process for the acquisition of new contracts via the participation in tenders. It ends with the specific production activities of the work site and facility of each business unit.

The commercial and tender stages include the bidding in calls for tender for long-term contracts and the agreement of contracts for the production of railway stock and materials for third party customers. The aim

of the critical analysis of the market is to identify those opportunities that match the group's operating capacity and the consequent design and drawing up of a proposal with the support of the tender department.

The ethics of commercial relations

In line with its fundamental values and in the knowledge that each customer has different needs and expectations, Salcef Group bases its relations with all customers, be they private or public, on stringent compliance with the legislative provisions in force and internal procedures, and the principles of integrity, honesty, correctness, respect and reciprocal trust, as well as professionalism, independence and fairness.

The personnel responsible for negotiating with and managing contractual relations with the public administration ascertains the veracity and correctness of the statements given, particularly in relation to the information related to meeting the requirements, costs and other financial information. Moreover, it is prohibited to provide services or benefits of any kind to commercial partners that are not suitably justified in the context of the relationship.

The commercial process

The management of commercial activities requires specific expertise and actions, as shown in the following:

The types of customers and projects

Customer loyalty to the group and the quality of the services, considering the characteristics of the activities performed, can be assessed by identifying the number of renewals/consecutive awarding of a specific framework agreement or contract.

RFI, Salcef's main customer, accounted for 66.3% of the group's revenue in the 2020-2022 three-year period. Confirming the high concentration of revenue with just a few customers, the top five customers in the same three-year period accounted for approximately 79.4% of the group's total turnover.

In the last 20 years, the group has laid over 2,600 kilometres of new railway lines (with a maximum production of two kilometres a day), including more than 340 kilometres of high-speed lines, and renewed over 8,500 kilometres of railway tracks and 1,200 kilometres of overhead contact lines. It has also carried out numerous civil and systems works for the construction or modernisation of railway stations, railway tunnels, bridges, underpasses, overpasses and other minor works. Salcef has built railway infrastructure in numerous different contexts, from the Arabian desert to the icy north, with each project presenting its own technical and methodological challenge and the chance to consolidate the group's position on the international market.

For details of the group's activities and latest projects, see the section dedicated to projects available on the group's website:https://www.salcef.com/it/progetti/

Sector certifications – Technical qualifications

The group's activities are largely concentrated in the public sector and it is therefore exposed to changes in the relevant legislative context in Italy and abroad, for instance: regulations governing public works, tax and environmental legislation, public safety, building and town planning.

As well as holding certifications of a general nature (i.e., ISO 14001:2015 for the environment and ISO 45001:2018 for safety), the group has sector-specific certifications. The group companies involved in construction activities in Italy (Salcef S.p.A., Euro Ferroviaria S.r.l., Coget Impianti S.r.l. and FVCF S.r.l.) hold the SOA certificate, which is mandatory to bid in calls for tender for the performance of public works, and are registered in the suppliers' lists of the main customers that manage railway infrastructure and for urban transport.

Salcef's main sector-specific technical qualifications are listed below:

  • RFI SQ_001 Works on electric traction and energy systems
  • RFI SQ_003 Engineering services

  • RFI SQ_004 Works on permanent way systems
  • RFI SQ_005 Railway signalling systems
  • RFI SQ_011 Civil works on operating lines
  • RFI SQ_012 Maintenance of machines
  • RFI SQ_013 Technological systems for emergencies in railway tunnels
  • Deutsche Bahn AG Supplier management system
  • Zertifizierung Bau certification Monitoring of sewer pipes for third parties
  • Terna S.p.A. Works on 150Kv power lines (LELE 02)
  • Terna S.p.A. Works on 380Kv power lines (LELE 04)
  • Terna S.p.A. 132-150kv high-voltage cable laying works (LELE08)
  • Terna S.p.A. 220-380kv high-voltage cable laying works (LELE09)
  • Achilles Utilities Nordics & Central Europe Supplier qualification system
  • Entity in charge of maintenance Directive 2004/49/EC and Regulation (EU) no. 445/2011.

Stakeholders: role and engagement

2-29 Approach to stakeholder engagement 3-1 Process to determine material topics

Stakeholders are individuals or groups that have an interest (expression of values), expectations in relation to a business or that could be affected by their operations. Stakeholders may not always have a direct relationship with the business or may live at a distance.

Businesses form and develop relationships with their stakeholders over time, via a suite of instruments, with the aim of strengthening relationships and this translates into an improved ability to generate and distribute value over time. Stakeholder involvement and engagement is essential and is aimed at understanding their interests, expectations and needs. This approach encourages an effective and responsible decision-making process, appropriate strategic planning and the achievement of business targets.

Salcef's stakeholders have been identified taking into account the group's sector, business model and existing system of relationships, as well as its geographical footprint. The suite of instruments through which Salcef manages its relationships with its stakeholders is shown below. The instruments are differentiated for the various stakeholder categories.

Stakeholder Engagement activity
Projects – Initiatives – Relationships
Shareholders Shareholders' meeting – board of directors – press releases – website – financial
statements.
Financial community Shareholders' meeting – press releases – website – financial statements – IR
conferences/roadshows.
Banks and insurance
companies
Dedicated meetings and regular events – financial statements.
Workers and trade unions Training programmes and events – career growth and development programmes –
welfare initiatives – ERP – performance assessment – newsletters and internal
communication – multimedia sharing and communication channels (instant
messaging, video calls and video streaming) – website and social channels –
corporate climate surveys – regular meetings with trade union and other
representatives.

Stakeholder Engagement activity
Projects – Initiatives – Relationships
Suppliers Technical/commercial meetings and visits – social media – events, trade fairs and
other marketing activities – audits and inspections – supplier qualification and
evaluation platforms – correspondence.
Companies and trade
associations
Technical/commercial meetings and visits – social media – work groups – events,
trade fairs and other marketing activities – assessment tools and questionnaires –
website – bidding on tenders.
Customers Technical/commercial meetings and visits – social media – publications – events,
trade fairs and other marketing activities – assessment tools and questionnaires –
audits and inspections – coordination and planning meetings – correspondence –
website – supplier pre-qualification/qualification and evaluation – participation in
expressions of interest – bidding on tenders.
Institutions and control
bodies
Technical meetings and visits – audits and inspections – correspondence.
Society and local
communities
Meetings with local community representatives – joint projects with universities –
career days, events and fairs – visits to the company – website – social media.
The media Press releases – social media – website – publications – events, fairs and other
marketing activities – interviews and specialist analysis.

Sustainable mobility

2-6 Activities, value chain and other business relationships

The reference context – Transport systems and sustainable mobility

Mobility is a fundamental human need and is essential to prosperity. The transport system as a whole is fundamental to people, businesses and global supply chains, enabling access to goods and services fundamental to society, such as work, markets and products, social interaction, cultural activities and education.

After centuries of development and having improved the lives of billions of people, transport systems are facing a critical challenge: the evolution towards sustainable mobility to meet the needs of the planet and the expectations of future generations.

Sustainable mobility is a safe, inexpensive, fair, accessible and efficient system that can help mitigate the effects of climate change, by reducing emissions and all other environmental impacts.

This evolution is supported as much by the new digital and product technologies as by the policies adopted by governments, nationally and internationally, to promote a more efficient, sustainable and exclusive mobility [World Economic Forum, Strategic Intelligence 2023].

Salcef's commitment and its business model and operations make it an important player in this transformation process, enabling the development of rail mobility around the world, in both urban settings and for long distances.

Transport and climate change

With increased mobility, the carbon footprint of transport activities has also grown. For instance, transport currently accounts for 37% of global CO22 emissions and one quarter of the EU's greenhouse gas emissions and these figures are destined to grow further with the rise in demand.

Emissions – According to the Intergovernmental panel on climate change (IPCC), global concentrations of greenhouse gases in the atmosphere must not rise if global warming is to be limited to 1.5°C above preindustrial levels3 in the 21st century. As stated in the IPCC's latest report4 , net GHG emissions continued to

2 IEA, Transport – Topics - IEA, www.iea.org/topics/transport.

3 Between 1850 and 1900.

4 IPCC, Sixth Assessment Report, Climate Change 2022: Mitigation of Climate Change, see:

https://www.ipcc.ch/report/ar6/wg3/downloads/report/IPCC\_AR6\_WGIII\_SummaryForPolicymakers.pdf.

grow in the 2010-2019 decade, but with a drastic and immediate 43% decrease in emissions by 2030 (compared to 2019 figures) and an 84% decrease by 2050, average global warming could be contained to within 1.5°C. A substantial but more gradual 27% decrease in emissions by 2030 (compared to 2019 figures) and a 67% decrease by 2050 would lead to warming of between 1.5 and 2.0°C.

In December 2015, 197 countries signed the Paris Agreement, undertaking to substantially cut global GHG emissions to limit global warming to 2°C, while also pursuing pathways to limit warming to 1.5°C.

A drastic decrease in emissions is urgently needed and the actions taken over the next ten years will be crucial, as a continuous increase would lead to average global warming exceeding 2°C, with serious impacts on natural systems and people's lives.

In this context, the transport sector has significant potential to reduce emissions. The annual GHG emissions growth between 2010 and 2019 in the sector remained almost constant at about 2% p.a.5. In a situation where the adoption of alternative fuel sources is still limited, a wide range of policies will be needed to encourage a modal shift to lower carbon-intensive travel options, such as railways, and operational and technical energy efficiency measures to reduce the carbon intensity of all modes of transport, if transport is to remain in step with the IEA's net zero scenario.

The European Environmental Agency (EEA)6 analyses shown in Figure 1 confirm this line of action. The use of rail or ships for freight transport would enable a significant decrease in emissions compared to aviation or by road, while public transport (railway, buses and coaches) is most efficient for passenger transport.

Figure 1 - GHG emissions efficiency of the various modes of transport for freight (left) and passengers (right)

Figure 1 - GHG emissions efficiency of the various modes of transport for freight (left) and passengers (right)

5 IPCC, Sixth Assessment Report, Climate Change 2022: Mitigation of Climate Change, see:

https://www.ipcc.ch/report/ar6/wg3/downloads/report/IPCC\_AR6\_WGIII\_SummaryForPolicymakers.pdf, p.8. 6 See: EEA Report No 2/2022, Decarbonising road transport — the role of vehicles, fuels and transport demand.

[Source: European Environment Agency (EEA), 2022a7 ]

Railway transport - Rail transport is the most energy-efficient, least emissions-intensive mode of passenger transport, although oil currently covers over half of the energy needs of passenger railways and two thirds of that of freight rail. 8The NZE scenario envisages significant growth in passenger rail, particularly for metros and high-speed rail, which is mostly electricity-based.

According to market forecasts, high-speed passenger rail will grow more than threefold by 2030 as demand for travel increasingly shifts from short-haul flights to rail as a low-emissions option. Regulatory developments in this regard are also gaining pace, for instance, with France's 2021 proposal to stop domestic short-haul flights where there is an alternative rail journey of less than 2.5 hours9.

Rail freight demand is also expected to increase significantly. Despite this, global CO2 emissions from rail should fall from 90 Mt CO2 in 2021 to almost zero by 2050 as all new tracks on high throughput corridors are electrified from now on and as electricity's share of rail energy demand should rise from around 45% today to 65% by 2030, and almost 90% by 205010. Biodiesel is expected to account for a further 5% of demand in 2050, and hydrogen for an additional 2%, while conventional diesel use is expected to reduce to only 3%. Fuel cell trains could potentially serve long‐distance rail travel without refuelling, but are currently at a demonstration stage.

7 See: https://www.eea.europa.eu/publications/co2-emissions-of-new-heavy. 8 International Energy Agency - World Energy Outlook 2022, p.150.

9 France's proposed flight ban applies if the train route is the same as the flight, i.e., the same connection between two cities, with a train journey time of less than two and a half hours. On Thursday 1 December 2022, the European Commission approved the plan proposed by France in 2021. The measure will initially provide for the cancellation of just three routes for a period of three years, after which the Commission will assess the impact of the change.

10 International Energy Agency - World Energy Outlook 2022, p.150.

Impact of climate change and extreme weather events

IEA data show that the global transport sector consumes a quarter of total final energy consumption today and is responsible for nearly 40% of the emissions from end‐use sectors11. Oil dominates in transport, accounting for 90% of consumption. Transport emissions therefore contribute heavily to climate change, while at the same time transport systems are also highly vulnerable to the effects of climate change, such as extreme weather events and natural disasters, with impacts that increase the potential for significant human and economic losses.

According to the IPCC's aforementioned Sixth assessment report, there will be an increasing occurrence of some extreme events unprecedented in the observational record with additional global warming.

The impacts of extreme weather events on infrastructure can vary greatly depending on the weather event and the nature of the infrastructure exposed to climate risk. For instance, the impacts could derive from heatwaves and cold snaps, drought, wildfires, river, coastal and other flooding, landslides and wind storms. They include: accelerated coastal erosion, flooding, sea flooding/coastal flooding of ports and roads; restricting access to docks and tourist ports; deterioration in the conditions and structural integrity of road pavements, bridges and railway tracks.

The climate impacts on land transport infrastructures identified in the report of the Ministry for infrastructure and sustainable mobility report on climate change, infrastructure and sustainable mobility12 are described below.

11 International Energy Agency - World Energy Outlook 2022, p.146.

12 Ministry for infrastructure and sustainable mobility, Cambiamenti climatici, infrastrutture e mobilità, January 2022, p. 129 and 132.

Climate risk Impact on railways Impact on local public transport
Heatwaves -
Track deformation caused by heat
expansion
Speed limits and/or service interruptions
-
-
Excessive overheating of rolling stock
-
Malfunction of signalling and
telecommunication components
-
Damage to bridges and overpasses
linked to heat expansion
Deterioration of the road surface
-
-
Increase in vehicle wear and tear due
to greater rolling resistance and
greater use of the on-board auxiliary
systems
Track deformation caused by heat
-
expansion
-
Deterioration of the overhead line
contact for trams with consequent
service disruption and/or suspension
-
Decreased travel convenience
(waiting and duration) resulting in
demand shifting to private cars, which
causes an increase in externalities
Cold snaps Damage or destruction of various railway
infrastructure components (e.g., freezing of
signalling, communications and routing
systems)
-
Deterioration of the road surface
-
Loss of tyre grip on the road surface
due to ice, causing road safety
problems, traffic hold-ups and service
disruption
-
Greater use of the on-board auxiliary
systems
-
Breakage of railway tracks
-
Decreased travel convenience
(waiting and duration) resulting in
demand shifting to private cars, which
causes an increase in externalities.
-
Increased operating costs for metro
stations when they are used as
emergency overnight shelters for
homeless people
Drought Structural damage to railway tracks due to
subsidence
Wildfires Damage caused by exposure to fire and high
temperatures
Damage or total impairment of equipment,
vehicles
and
facilities
with
consequent
reduced operation and higher repair and/or
rebuilding costs
River and coastal
flooding
Flooding
-
Structural damage caused by the direct
impact of swell, particularly to bridges
and overpasses; railway track failure;
erosion at the base of the piles and
bridge abutments
Flooding of railway tracks causing
-
reduced operations
-
Malfunctioning of drainage systems
-
Flooding of the route with a
consequent reduction or suspension
of operations and increased repair
and maintenance costs for manholes
and storm drains
Greater fuel consumption for detours,
-
with an increase in externalities.
Landslides -
Possible blockage of the railway tracks
-
Damage or total impairment of
equipment, vehicles and facilities with

Table 1 – Climatic impacts on land transport infrastructure (railways) and local public transport

Climate risk Impact on railways Impact on local public transport
-
Structural damage caused by the direct
impact of movements of earth
consequent reduced or suspended
operation and higher repair and/or
rebuilding costs
-
Greater fuel consumption for detours,
with an increase in externalities
Wind storms -
Possible blockage of the railway tracks by
fallen trees
Greater strain on electrification systems
-
Structural damage due to wind pressure
-
or the impact of debris, particularly
bridges and overpasses
-
Damage to the route due to foreign
bodies falling on the railway area, with
a consequent reduction or suspension
of operations and increased removal
and repair costs and service
disruption
Greater fuel consumption for detours,
-
with an increase in externalities
-
Vehicles overturning

When mobility is compromised, freight transport and supply chains are disrupted, including for vital products such as food and medicines, and people may not be able to access their work, healthcare and other basic services. Mitigation strategies in the transport sector can therefore have various co-benefits, including improving air quality, health benefits, fair access to transport services, and reductions in congestion and demand for materials13.

13 IPCC, Sixth Assessment Report, Climate Change 2022: Mitigation of Climate Change, see Summary for Policymakers: https://www.ipcc.ch/report/ar6/wg3/downloads/report/IPCC\_AR6\_WGIII\_SummaryForPolicymakers.pdf, p.32.

Government and institutional plans/interventions for sustainable mobility

EUROPEAN UNION

EU GREEN DEAL

The European Green Deal is a package of strategic initiatives with the aim of making the EU carbon-neutral by 2050.

Main aims:

2030:

  • Double high-speed railway traffic
  • All large and medium-sized cities will implement sustainable urban mobility strategies
  • At least 30 million zero-emissions cars and 80,000 zero-emissions lorries
  • Documentation for freight transport fully computerised

2050:

  • Double railway freight traffic
  • A fully operational multimodal trans-European transport network for sustainable and smart transport with high speed connectivity
  • The number of deaths from all modes of transport in the EU close to zero

Further information is available athttps://commission.europa.eu/strategy-and-policy/priorities-2019-

2024/european-green-deal\_en

ITALY

NATIONAL RECOVERY AND RESILIENCE PLAN (NRRP)

The NextGenerationEU package of reforms and investments for 2021-2026 provides for investments of €222.1 billion.

The NRRP has six Missions14, corresponding to the six pillars of NextGenerationEU. Transport, infrastructure and sustainability interventions are included in two of the NRRP missions, to develop a modern and accessible railway network and improve passenger and freight mobility:

M3 - Infrastructure for sustainable mobility

A total of €25.4 billion, of which €24.7 billion for investments in the railway network

M2 - Green revolution and ecological transition

A total of €59.5 billion, of which 23.8 billion for renewable energy, hydrogen, the grid and sustainable mobility, including investments of €3.6 billion in large-scale public transport.

Further information is available athttps://www.italiadomani.gov.it/content/sogei-ng/it/en/home.html

2022-2031 BUSINESS PLAN OF FS ITALIANE GROUP

14 Specifically: I. Digitisation, innovation, competitiveness, culture and tourism; II. Green revolution and ecological transition; III. Infrastructure for sustainable mobility; IV. Education and research; V. Inclusion and cohesion; VI. Health.

Creation of the Infrastructure Hub headed up by RFI and responsible for technical investments of €110 billion in extraordinary maintenance, technologies, regional networks, port/interport links, routes of national importance (high speed/high capacity), safety and upgrades, tourist lines, metros and airport connections.

Further information is available athttps://www.fsitaliane.it/content/fsitaliane/it/il-gruppo-fs/il-piano-industriale-2022- 2031-e-i-quattro-poli-di-business.html

GERMANY

2021-2030 INVESTMENTS PLAN

A ten-year joint investment plan between the federal government and Deutsch Bahn for a total €86 billion to upgrade and improve the railway network of the entire country.

UNITED STATES

INFRASTRUCTURE INVESTMENT AND JOBS ACT

The Infrastructure Investment and Jobs Act (IIJA), which provides for spending of USD1,200 billion, including new federal spending of USD550 billion in the 2022-2026 period to fund new initiatives including the repair of roads and bridges, the improvement of public transport, and the provision of drinking water and high-speed internet.

The new initiatives include major investments in rail and public transport:

  • USD66 billion to modernise and maintain rail systems for passengers and freight
  • USD39 billion to improve public transport, create new bus lines and increase accessibility for elderly and disabled people

Salcef's sustainable development strategy and commitment

2-6 Activities, value chain and other business relationships 2-23 Policy commitments 2-24 Embedding policy commitments

The group's strategy is mainly based on certain key principles:

  • Strengthening the competitive position;
  • Expanding the business lines;
  • Investments in high-tech product development.

The strategy

Strengthening the competitive positionexternal growth

The group has a strong track record of acquisitions, initially to consolidate its market share in Italy before turning its sights abroad in 2018, first to Germany and then the United States. The aim is to overcome the barriers to entrance posed by the highly regulated environment to establish an industrial presence in these countries.

March 2022 saw the completion of the acquisition of PSC Group's railway business unit, with the aim of strengthening the group's leadership in the railway electrical traction sector and above all, to develop business segments such as railway signalling, the construction of electricity generating substations and tunnel technological systems.

The acquisition of Francesco Ventura Costruzioni Ferroviarie S.r.l. was finalised in December 2022. The company has been active in the railway construction and maintenance sector for over fifty years and the acquisition will enable the group not only to bolster its core activities of permanent way systems in Italy but also to expand its commercial horizons to new customers and sectors, particularly in the narrow gauge segment.

Also in view of the substantial government investment plans in its main strategic markets, the group will look to strengthen its competitive positioning through acquisitions of and/or combinations with companies active in railway maintenance and technology, both in Italy and abroad.

Expanding the business lines

The group plans to develop its operations in business sectors that are technically similar to its current ones, but with different customers and markets. This includes the sectors of railway signalling, the construction of electricity generating substations and tunnel technological systems referred to in relation to the aforesaid acquisition of PSC Group's railway business unit finalised in 2022, as well as the plant engineering sector for the construction and maintenance of electricity grids for the bodies that manage electricity distribution, both in Italy and abroad, mainly Eastern European countries.

Investments in high-tech product development

The group aims to consolidate its leading edge in the railway industry by developing solutions and methodologies that lead the way in environmental and efficiency terms thanks to the synergic skills, experience and technologies of the business units: from design to production, and machinery engineering to laying techniques. Salcef Group's business plan includes a purchase and production programme for new machinery and extraordinary maintenance works on existing machinery in order to improve efficiency, productivity and environmental performance. The new and renewed machinery will bolster the current work teams and will mainly be used to renew the tracks both in Italy and in the foreign countries where the group is present.

FAST SYSTEM

Salcef's subsidiary specialised in the design and production of concrete items for the railway industry, Overail, unveiled and launched a new ballastless permanent way system named "FAST System" in 2022. This innovative, reliable, flexible and highly modular solution responds to all railway, metro and tram line renewal and construction needs using ballastless systems.

Based on a precast concrete slab which integrates all fastening systems, FAST guarantees top performance and overcomes some of the limits of other ballastless tracks, thanks to various patented solutions. Specifically, simplified installation means it can be installed during partial or specific service interruptions so that train circulation is not affected. FAST also guarantees the reduction of noise and vibrations from railway traffic, helping to improve conditions for local residents.

FAST is produced at the Aprilia production facility, a manufacturing and research centre that is an example for the railway industry in terms of technological innovation and production capabilities. It is a technological factory developed according to the Industry 4.0 model features, characterised by automation of the main production and control processes, and by a focus on environmental sustainability.

2022 Integrated Annual Report 67

VOLCAN SERIES RAIL GRINDERS

The rail grinders designed and produced by the subsidiary SRT are cutting-edge, highly flexible, new concept machines guaranteeing high performance in restoring the profile of rail tracks and turnouts, as well as services such as diagnostic systems for track geometry and ultrasound testing. They can operate in extreme weather conditions and are equipped with Industry 4.0 systems and state-of-the-art measuring systems.

Like all SRT products, the rail grinders were developed with a focus on environmental sustainability, particularly with the introduction of innovative solutions designed to limit exhaust gas emissions and systems to collect and dispose of production residues.

The catalogue includes the VULCANO series rail grinders: the scalable heavy model can have between 50 and 96 grinding stones to operate in any condition, and the light model with between 10 and 20 grinding stones can also operate on metro lines.

The rail grinders are produced at SRT's highly automated facilities which minimise the environmental impact.

INDUSTRY 4.0

The Industry 4.0 initiative introduced by the Italian government in 2017 to promote and incentivise investments in machinery and technologies saw the roll-out of the latest technological innovations, including cyber-physical systems, wireless communication, the Internet of Things, digitisation, robotics and advanced sensors, enabling machines to connect to other machines or logistical systems.

Against this backdrop, the group has commenced – mainly through the subsidiary, SRT – a long-term plan of innovative projects aimed at the application of technologically advanced solutions for the outfitting of new machinery to be used for the maintenance of railway plant and the management of railway traffic safety on railway and urban networks.

Since 2018, Salcef Group has invested €81.6 million in Industry 4.0 next generation machinery and investments in innovation continue in 2023.

The various categories of Industry 4.0 machinery are summarised in the following graph:

Industry 4.0 machinery is interconnected with Salcef Group's "My Salcef" management system which facilitates the exchange of information such as instructions, part programs, production, diagnostic and maintenance data, geolocation, alarms, etc. The interconnection of the machines with the group management system offers greater control over production, enabling decisions to be made based on objective, actual data, making the maintenance process faster and more efficient, as well as improving quality, safety and environmental performance.

Salcef's commitment

Salcef's ESG policy

Salcef Group's business development model makes the principles of sustainability, transparency and quality its own. The model sets out concrete commitments and specific management and organisational structures with the goal of creating shared value for all stakeholders, for the people, communities and local areas, while respecting the environment. Salcef has an ESG policy with guidelines to ensure its operations are consistent with the Environmental, Social and Governance commitments.

Environmental factors: reduction of CO2 emissions; decrease in air and water pollution; optimisation of energy consumption and waste reduction.

Social factors: respect for human rights; exclusion of any discriminatory practice; support for equal opportunities; better occupational health and safety; and greater attention to protecting sensitive data.

Governance factors: adoption of fairer management remuneration policies; increased control procedures; promotion of conduct inspired by compliance with the law and ethics; control of the implementation of legislation regarding corporate liability and anti-corruption; compliance with independence criteria for the board of directors; and a focus on regulation in the markets of operation.

Salcef Group and the SDGs

Businesses are required to commit to the pursuit of financial and economic targets that also generate positive impacts in environmental and social terms.

Salcef is a signatory of the United Nations Global Compact and bases its system of values on the ten principles of this charter.

In the 2030 Agenda, sustainable transport is part of various SDGs and goals, particularly those related to safety, health, energy, economic growth, infrastructure, cities and human settlements. The importance of transport for climate action is recognised: the transport sector will play a particularly important role in the reaching of agreements between countries, given that one quarter of global greenhouse gas emissions linked to energy comes from transport and these emissions are expected to rise substantially in coming years.

Salcef is involved in the construction and improvement of infrastructure for sustainable mobility, which enables the reduction of the sector's environmental impacts (a more efficient use of natural resources, cleaner and innovative technologies, and mitigation of the impacts of climate change) and helps generate positive social impacts (on life and relationships between people).

Please refer to the paragraph entitled "Material topics - objectives and actions" later in this document for an analysis of Salcef's specific commitments in relation to the SDGs and correlation with the material topics (main environmental – social – economic impacts and in relation to governance).

Salcef and ESG ratings

EcoVadis

All Salcef Group's Italian operating companies are registered on the EcoVadis platform, the world's largest corporate sustainability ratings body, with over 90,000 companies assessed. It also plays an important role in supplier evaluation for RFI, Salcef Group's main customer.

In the 2022 scorecards, Salcef Group's six companies subject to analysis scored five platinum medals – the maximum rating, corresponding to the top 1% of the best companies in the sector – and one gold medal – corresponding to the top 5% of the best companies in the sector.

Every company also improved on their 2021 scores, contributing to the achievement of three new platinum medals.

MSCI

Salcef was awarded an A rating by MSCI on 13 January 2023, an improvement on its previous BBB rating assigned in December 2021. MSCI ESG Research provides research, ratings and in-depth analyses on commercial practices linked to the environment, social and governance for thousands of companies worldwide.

ISS ESG

Salcef was awarded a C- rating by ISS ESG on 5 January 2023. ISS ESG assesses ESG risks, opportunities and impacts along a company's value chain.

EU taxonomy reporting Regulation (EU) 2020/852: criteria and objectives

In order to meet climate and energy targets and direct investments towards sustainable projects and activities, the European Union has adopted a definition of what is "sustainable". The EU Taxonomy is a classification system for economic activities which underpins the action plan on financing sustainable growth.

Regulation (EU) 2020/852 on the EU Taxonomy establishes the criteria that an economic activity must meet in order to qualify as environmentally sustainable (Article 3).

Regulation (EU) 2020/852 - The criteria of article 3
Taxonomy eligible a) contributes substantially to one or more of the environmental objectives set out in Article 9
(Environmental objectives).
Sectors and activities eligible under the current Taxonomy, (irrespective of whether they meet
any or all of the technical screening criteria of the Taxonomy).
Taxonomy aligned d) complies with technical screening criteria that have been established by the Commission
for eligible sectors and activities.
DNSH
Do
No
Significant Harm
b) does not significantly harm any of the environmental objectives set out in Article 9.
Minimum
Safeguards
c) is carried out in compliance with the minimum safeguards laid down in Article 18.

Environmental objectives
(Article 9)
1 Climate change mitigation
2 Climate change adaptation
3 The sustainable use and protection of water and marine resources
4 The transition to a circular economy
5 Pollution prevention and control
6 The protection and restoration of biodiversity and ecosystems

The Delegated regulation (EU) 2021/2139, supplementing Regulation (EU) 2020/852, established the technical screening criteria for determining the conditions under which an economic activity qualifies as contributing substantially to climate change mitigation or climate change adaptation and for determining whether that economic activity causes no significant harm to any of the other environmental objectives. At the date of publication of this report, there have been no further measures issued subsequent to this regulation in relation to the other environmental objectives.

Article 8 disclosures

Article 8 of Regulation (EU) 2020/852 on the EU Taxonomy requires companies to disclose a) the proportion of their turnover derived from products or services associated with economic activities that qualify as environmentally sustainable; and b) the proportion of their capital expenditure and the proportion of their operating expenditure related to assets or processes associated with economic activities that qualify as environmentally sustainable.

The disclosures are drawn up also with reference to the Commission Delegated Regulation of 6 July 2021, which specifies the content and information to be disclosed by companies concerning environmentally sustainable economic activities.

Salcef Group

In addition to disclosures on the eligibility of Salcef Group's activities under the EU Taxonomy, as from 2022, the NFS will also include the disclosures required on the proportion of aligned activities.

Aligned activities are those eligible activities that satisfy both the Taxonomy "substantial contribution" criteria for environmental objective 1. Mitigation of climate change while doing no significant harm (DNSH) to the other environmental objectives.

The NFS disclosures includes an evaluation of compliance with minimum safeguards.

The following condensed figures confirm Salcef Group's role of and contribution to the substantial objective of climate change mitigation. Please refer to the detailed tables in the Annex for greater information.

Economic activities EU Taxonomy indicators
(%)
Business unit Sectors Code Description Turnover CapEx Operating
costs
Track & light
civil works
6 Transport 6-14 Railway transport
infrastructures
Aligned 58.73% 44.41% 69.57%
Eligible but not aligned 0.24% 0.18% 0.28%
Not eligible 0.00% 0.00% 0.00%
Energy, 6 Transport Railway transport
infrastructures
Aligned 12.59% 4.56% 8.62%
Signalling & 6-14 Eligible but not aligned 0.05% 0.02% 0.03%
Telecom Not eligible 4.97% 2.44% 8.44%
Railway transport
infrastructures
Aligned 10.58% 3.37% 8.15%
Heavy Civil
Works
6 Transport 6-14 Eligible but not aligned 0.04% 0.01% 0.03%
Not eligible 0.00% 0.00% 0.00%
6 Transport Railway transport
infrastructures
Aligned 3.06% 13.00% 1.64%
Rail Grinding &
Diagnostics
6-14 Eligible but not aligned 0.01% 0.05% 0.01%
Not eligible 0.00% 0.00% 0.00%
6 Transport Railway transport
infrastructures
Aligned 0.00% 0.00% 0.00%
Railway
materials
6-14 Eligible but not aligned 0.00% 0.00% 0.00%
Not eligible 8.42% 19.44% 0.75%
3
Manufacturing
Manufacture of low
carbon technologies
for transport
Aligned 0.00% 0.00% 0.00%
Railway
Machines
3-3 Eligible but not aligned 1.31% 12.51% 2.48%
Not eligible 0.00% 0.00% 0.00%
Total - Salcef Aligned 84.96% 65.34% 87.98%
Group Eligible but not aligned 1.65% 12.77% 2.83%

Economic activities EU Taxonomy indicators
(%)
Business unit Sectors Code Description Turnover CapEx Operating
costs
Not eligible 13.39% 21.89% 9.19%

The Engineering business unit is not reported as all its activities are at the service of the other group companies and are therefore considered as infragroup transactions at consolidated level.

Railway transport infrastructures

Construction, upgrade, management and maintenance of railway and metros, as well as of bridges and tunnels, stations, terminals, railway service systems and traffic management and safety systems, including the services of architects and engineers, project drawing up, building inspection and surveying and mapping and similar services, as well as the performance of physical and chemical tests or other types of analytical tests of all types of materials and products.

A summary of the technical screening criteria established by Regulation (EU) 2021/2139 related to the substantial contribution to climate change mitigation follows:

6.14 Infrastructure for rail transport
Substantial contribution to climate change mitigation
1 Criteria (the activity must comply with one of the following) / (abstract)
a)
Infrastructure
i.
electrified trackside infrastructure and associated subsystems.
ii.
new and existing trackside infrastructure and associated subsystems
where there is a plan for electrification as regards line tracks, or where
the infrastructure will be fit for use by zero tailpipe CO2 emission trains
within 10 years from the beginning of the activity.
iii.
until 2030, existing trackside infrastructure and associated subsystems
that are not part of the TEN-T network and its indicative extensions to
third countries, nor any nationally, supranationally or internationally
defined network of major rail lines: infrastructure, energy, on-board
control-command and signalling, and trackside control-command.
Salcef Group's activities relate to
infrastructure that falls under the
categories referred to in a).
b)
the infrastructure and installations are dedicated to transhipping freight
between the modes: terminal infrastructure and superstructures for loading,
unloading and transhipment of goods.
c)
infrastructure and installations are dedicated to the transfer of passengers
from rail to rail or from other modes to rail.
2 The infrastructure is not dedicated to the transport or storage of fossil fuels. Salcef Group's activities relate
almost entirely to infrastructure not
dedicated to the transport or
storage of fossil fuels.

The data and information take into account the complexity and current uncertainties in relation to the application of the current provisions of the regulations. Reporting on the Taxonomy and interpretations of the regulation may evolve over time, also in relation to the regulation's expected completion and, specifically, the publication of the delegated regulations related to the four remaining non-climate-related objectives, the applicable cases and reporting practices. These developments could also have an impact on the taxonomy indicators presented above.

Reporting standards

For the purposes of the disclosure pursuant to article 8 of Regulation (EU) 2020/852 on the Taxonomy, Turnover, CapEx and OpEx are defined as follows. Reference should be made to the consolidated financial statements for more specific information on the reporting standards:

  • Turnover – Revenue from products and services.
  • CapEx – Increases in property, plant and equipment and intangible assets, including capitalised research and development costs, before any fair value adjustments and gross of amortisation/depreciation and impairment losses.
  • OpEx – Uncapitalised research and development costs, building renovation costs, short-term lease contract expense, maintenance and repairs and other indirect costs for the regular maintenance of group assets, plant and equipment.

The process to determine whether activities are Taxonomy-eligible included the following steps:

    1. Analysis of the economic activities of Salcef Group's various business units and their inclusion within the Taxonomy (Commission Delegated Regulation (EU) 2021/2139 on climate changerelated objectives).
    1. Allocation of the required indicators (Turnover CapEx and OpEx Operating costs) based on the EU methodology.

Individually eligible CapEx/OpEx items

Under the relevant regulations, other expenses related to the procurement of goods and services linked to economic activities other than those eligible under the Taxonomy may be included as eligible CapEx and OpEx, if these purchases contribute to emission reductions and if the economic activity of the supplier is Taxonomy-eligible.

CapEx – There were no significant investments in 2022 that qualify under the above definition.

OpEx – Salcef Group does not currently have the information available to identify any Taxonomy-eligible purchases. Collecting this information requires a prior assessment of the activities of the suppliers, which could not be done for 2022.

DNSH - Do No Significant Harm

To be defined as sustainable, an economic activity must not only substantially contribute to one of the objectives established in the Taxonomy, it must do no significant harm to the others. DNSH-compliance for

eligible activities has been identified for the environmental objectives other than objective 1, Climate change mitigation, in relation to which a substantial contribution by Salcef Group has been identified.

The annexes to Commission Delegated Regulation (EU) 2021/2139 establish the criteria for determining DNSH-compliance.

The main stages of the internal due diligence process provide for: a) the involvement of the managers of the Salcef Group business units and an analysis of the eligible activities, the policies and operating practices compared to the criteria for DNSH-compliance; b) analysis of the documentation used in reporting the material topics covered in this NFS.

6.14 Infrastructure for rail transport
Environmental
objectives
Alignment with DNSH criteria
Commission Delegated Regulation (EU) 2021/2139 - Annex 1 Climate change
mitigation
2
Climate
change
adaptation
Criteria set out in Annex A
Generic DNSH criteria for climate change adaptation.
►The analysis did not show any physical climate risks that are material to the
activity. Please refer to the disclosure on climate risks/opportunities (Risk
management)
3 Sustainable use and
protection of water and
marine resources
Criteria set out in Annex B
Generic DNSH criteria for the sustainable use and protection of water and marine
resources.
► Some of Salcef Group's activities are located in areas with significant water stress.
However, the analysis did not indicate significant environmental risks associated
with the use of water resources (withdrawal and consumption). Please refer to the
contents of the Water chapter in this document in relation to the management of
water resources.
4 The transition to a
circular economy
Specific DNSH criteria
At least 70% (in terms of weight) of the non-hazardous construction and demolition waste
(excluding the materials in their natural state defined in code 17 05 04 of the European
list of waste established by Commission Decision 2000/532/EC) produced at building
sites is prepared for reuse, recycling and other types of material recovery, including filling
operations that use the waste in place of other materials.
► The policies and operating practices of Salcef Group comply with the specific
criteria. For
further information, please refer to the Waste generation and
management chapter which sets out quantitative data for the waste generated and
the related recovery/disposal procedures.

6.14 Infrastructure for rail transport
Environmental
objectives
Alignment with DNSH criteria
Commission Delegated Regulation (EU) 2021/2139 - Annex 1 Climate change
mitigation
5 Pollution prevention
and control
Specific DNSH criteria
The noise and vibrations deriving from the use of the infrastructure are mitigated by
adding ditches, sound barriers or other measures and comply with Directive 2002/49/EC
of the European Parliament and of the Council. Steps are taken to reduce the noise, dust
and polluting emissions during construction or maintenance works.
► The policies and operating practices of Salcef Group comply with the specific
criteria.
6. The protection and
restoration
of
biodiversity
and
ecosystems
Criteria set out in Annex D
Generic DNSH criteria for the protection and restoration of biodiversity and ecosystems.
►Biodiversity is not considered a material topic for the purposes of the 2022 NFS.
This decision is based on the type of activities and, specifically, the role played by
Salcef Group, which does not have responsibility for the entire infrastructure and its
impact on biodiversity.
In any case, Salcef Group complies with EU regulations protecting biological
diversity, adopting a systematic approach designed to minimise the impacts, in line
with that established by the environmental management systems it adopts.
Attention to biodiversity is an essential component thereof, and comes from the
conviction that developing works and infrastructures of public interest cannot be
decoupled from sensitivity to a country's environmental capital, from which
biodiversity and the integrity of the ecosystems derive.

Minimum safeguards

Article 18 of Regulation (EU) 2020/852 on the Taxonomy defines minimum safeguards as those procedures implemented by an undertaking that is carrying out an economic activity to ensure the alignment with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights, including the principles and rights set out in the eight fundamental conventions identified in the Declaration of the International Labour Organisation on Fundamental Principles and Rights at Work and the International Bill of Human Rights.

The criteria established by Article 3 of Regulation (EU) 2020/852 require that to qualify as environmentally sustainable, in addition to that established in the preceding paragraphs (eligibility – alignment with technical screening criteria – DNSH), an economic activity shall be carried out (Article 3c) in compliance with the minimum safeguards laid down in Article 18.

Salcef Group undertakes to conduct its business in line with ethical criteria and with integrity and to respect human rights in all its activities. The assessments of the minimum safeguards related in particular to the following areas established in the regulation.

Human rights – Salcef Group undertakes to respect the internationally-recognised human rights referenced in the International Bill of Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work. These rights include the basic rights at work, such as the right to freedom of association and collective bargaining, the right not to be subject to forced labour, child labour or discrimination in respect of employment and occupation, as well as regulations on working hours and a safe and healthy working environment. This undertaking, which is reflected in the Code of ethics and in the management procedures and systems, was further confirmed in 2022 with the drafting of a specific policy on Human Rights. For further information, please refer to the Human Rights chapter in this document

Corruption – Salcef Group's commitment to preventing and identifying any cases of corruption led to the adoption of an anti-corruption policy based on different levels and which envisages both an Organisational, development and control model pursuant to Legislative decree no. 231/01 (of which the Code of Ethics forms an integral part) and the specific ISO 37001 management system. For further details, please refer to the Anti-corruption measures chapter in this report.

Taxation – Salcef Group adopts a transparent and prudent approach to tax issues and adopts policies aimed at reducing risks of a tax nature. The Tax transparency chapter of this document provides relevant details as part of the reporting on the underlying sustainability issue.

Free competition – Salcef Group operates in compliance with the conditions of freedom of enterprise and the rules and regulations on free competition. Compliance with laws and regulations is an essential condition to ensure business continuity.

Governance and responsible business conduct

Company bodies and committees

2-9 Governance structure and composition
2-10 Nomination and selection of the highest governance body
2-11 Chair of the highest governance body
2-12 Role of the highest governance body in overseeing the management of impacts
2-15 Conflicts of interest
2-17 Collective knowledge of the highest governance body
405-1 Diversity of governance bodies and employees

Salcef's corporate governance structure is based on a traditional organisational model and is comprised of the following company bodies:

  • The shareholders' meeting (resolves on the issues provided for by the law and the company's bylaws);
  • The board of directors (responsible for the management of the company);
  • The board of statutory auditors (entrusted with a supervisory function).

KPMG S.p.A. was appointed to perform the statutory audit by the shareholders in their meeting of 5 October 2020. The engagement ends with the approval of the financial statements at 31 December 2028.

On 6 October 2020, the board of directors resolved to adopt Borsa Italiana's Corporate Governance Code (available on www.borsaitaliana.it).

The board of directors, comprised of seven members, was appointed by the shareholders in their meeting of 29 April 2022 for the 2022-2024 three-year period, with the appointment of Gilberto Salciccia as chairperson.

Board of directors

Board of directors
Gilberto Salciccia Chairperson of the board of directors
Valeriano Salciccia CEO
Angelo Di Paolo Director

Board of directors
Valeria Conti Independent director
Bruno Pavesi Independent director
Emilia Piselli Independent director
Veronica Vecchi Independent director

The board of directors is vested with the broadest powers for the ordinary and extraordinary management of the company. The directors are assigned all powers necessary for the implementation and achievement of the business purposes other than those reserved exclusively to the shareholders by law or the by-laws.

Salcef's board of directors defines the strategy and business model and establishes the group's sustainable development objectives and contribution.

Salcef Group's commitments and policies are periodically reviewed by the board of directors in order to strengthen the management of sustainability topics, pursue the strategic objectives, and monitor and improve management of the impacts.

ESG topics are integral to how Salcef conducts its business and to the role it plays in sustainable development (eligible activities under the EU Taxonomy). This requires an ongoing enhancement of expertise. The decision to establish a board committee for sustainability topics (operative from 2023) confirms this approach.

The members of the board of directors, who do not necessarily have to be shareholders of the group, remain in office for three years. They are elected by the shareholders that decide on the number of members (between three and eleven) before electing them. Directors are elected from lists, drawn up in accordance with the methods set out in the Corporate governance and ownership structure report and candidates must meet professional and independence requirements. Lists presenting three or more candidates must include candidates of different genders so that the board of directors' composition complies with gender equality regulations. Potential conflicts of interest are prevented and mitigated by governance instruments and the related policies adopted by the group.

The chairperson of the board of directors has unlimited representation powers for the parent and is also assigned the organisation and management of company structures, as well as the definition of the guidelines and operating strategies for the other Salcef Group companies. Specifically: a) definition of strategic guidelines for new investments and activities to ensure company assets are operating efficiently; b) definition of the operating plan for Salcef Group's investments; c) research and development and other activities which

are aimed at increasing and diversifying Salcef Group's products and services over the medium to long-term, including the roll-out of design activities and the research for new patents and production systems.

The chief executive officer (CEO) is assigned general representation powers, management of personnel and employment relationships, administrative management, contracts and financial management.

Board of directors – Diversity (gender – age bracket)
Women Men Total
No. % No. % No. %
3 42.86% 4 57-14% 7 100.0%
Under 30 years of age Between 30 and 50 years of age Over 50 years of age
No. % No. % No. %
- - 1 14.29% 6 85.71%

Board of statutory auditors

The board of statutory auditors, comprised of three standing statutory auditors and two alternate statutory auditors, was appointed on 29 April 2022 and will remain in office up until the date of the shareholders' meeting called to approve the separate financial statements as at and for the year ending 31 December 2024.

Board of statutory auditors
Pier Luigi Pace Chairperson
Giovanni Bacicalupi Standing auditor
Maria Assunta Coluccia Standing auditor
Carla Maria Melpignano Alternate auditor
Maria Federica Izzo Alternate auditor

Committees

Salcef's corporate governance provides for the following committees. They are comprised of members of the board of directors and their term is the same as that of the board of directors:

  • Remuneration and appointment committee (3 members): carries out preliminary functions and advises the board of directors on the determination of the fees of directors assigned special duties, as well as in relation to personnel remuneration and retention policies. The committee is comprised of Emilia Piselli (chairperson), Veronica Vecchi and Bruno Pavesi.
  • Audit and risk committee (3 members): supports the board of directors in assessments and decisions in relation to risks and the internal control system. The committee is comprised of Valeria Conti (chairperson), Veronica Vecchi and Bruno Pavesi.
  • Related parties committee: carries out the functions provided for by the regulation governing related party transactions adopted by Consob (the Italian commission for listed companies and the stock exchange) with resolution no. 17221 of 12 March 2010, as amended, also taking into account the instructions and guidelines for the application of the related party transactions regulation provided by Consob with communication no. DEM/10078683 of 24 September 2010. The committee is comprised of Bruno Pavesi (Chairperson), Emilia Piselli and Valeria Conti.

Corporate governance

2-9 Governance structure and composition
2-13 Delega di responsabilità per la gestione di impatti
2-14 Role of the highest governance body in sustainability reporting
2-16 Communication of critical concerns
2-18 Evaluation of the performance of the highest governance body
2-19 Remuneration policies
2-20 Process to determine remuneration
2-21 Annual total compensation ratio

The delegation process

Under Salcef Group's governance system, the board of directors delegates part of its management duties to the chief executive officer (CEO) in the area of general representation powers, management of personnel and employment relationships, administrative management, contracts and financial management.

Organisational structure

The organisational structure of Salcef Group S.p.A. was developed with a view to optimising not only the processes for the provision of centralised services but also to ensure the management and coordination function between the parent and the subsidiaries, ensuring the best conditions for the performance of the core businesses of the subsidiaries.

The organisational model is therefore heavily focussed on "management and coordination", with the aim of providing governance of the group and the subsidiaries, as well as defining the company organisation, process management and resource management.

The organisational structure has four central business units and one operating business unit:

  • Railway industry operating unit: responsible for the update, development and management of activities related to the group's business, as well as the development of the organisation's technical and scientific expertise. The unit is headed up by the railway industry chief operating officer.
  • Finance central unit: responsible for administrative and financial management and management control. The unit is headed up by the chief financial officer (CFO).

  • Strategy & Sales central unit: responsible for the commercial development of the group's business activities, including marketing, pre-qualification, external communication the promotion of the group's brand. The unit is headed up by the chief strategy & sales officer (CSSO).
  • Knowledge central unit: responsible for the coordination, update and development of integrated management systems in compliance with legislative and technical standards. The integrated management systems include health and safety, environment, quality and privacy and ICT. This unit includes the parent's procurement office which coordinates and defines the systems to ensure effective and efficient procurement within the group. The unit is headed up by the chief knowledge officer (CKO).
  • Human resources central unit: responsible for the coordination, training and development of human resources. The unit is headed up by the chief human resources officer (CHRO).

In addition to the above units, the company's organisational model also includes the following roles which report to the CEO or directly to the board of directors:

  • Chief risk officer (CRO): responsible for the analysis and management of business risks and the identification and resolution of critical issues that could damage the organisation's business.
  • Chief insurance officer (CIO): responsible for the definition of guidelines, coordination and monitoring for all activities regarding the group's insurance portfolios.
  • Internal audit and compliance: supports the organisation in monitoring, audit and supervision pursuant to Legislative decree no. 231/01. It also carries out compliance functions for the prevention of corruption pursuant to the requirements of ISO 37001. For further details please refer to Internal audit.
  • General counsel: coordinates the legal activities.

Sustainability governance

A board committee was established in 2023 to carry out preliminary functions, advise and make suggestions to the board of directors in the area of sustainability, bolstering the management and monitoring of ESG topics and the extent of their impact on the group, as well as how the group interacts with stakeholders and the supervision of the drafting process for the consolidated non-financial statement, including supervision of the identification and approval process for the material topics.

Communication processes

As part of their duties, the CEO regularly reports to the competent board committee and at least quarterly to the board of directors on ESG issues arising in carrying out their duties or of which they have become aware, so that the committee (or board of directors) can take the appropriate steps.

Remuneration policies and the evaluation of the performance of the board of directors

In line with the incentive system adopted by the group, described in detail under Personnel management, enhancement and development policies, the board of directors approved a remuneration policy in 2022 which contributes to the business strategy and to the pursuit of long-term goals, defined taking into account the remuneration and working conditions of the group's employees.

Confirming Salcef's commitment to the creation of sustainable value and its broader financial and business operation goals, the variable incentive plans for key management personnel (particularly those with strategic responsibilities) includes several short- and long-term ESG indicators, particularly as related to workplace health and safety and in the social sphere, which have been carefully calibrated so that Salcef Group has a positive impact on a wide range of stakeholders.

For the current reporting period, the total annual remuneration of the group's employees is not disclosed in the remuneration report.

For further information on the remuneration policy and incentive system, please consult the "Remuneration" page of Salcef's website:https://www.salcef.com/governance-structure/remuneration/.

Responsible business conduct

2-23 Policy commitments
2-24 Embedding policy commitments
2-25 Processes to remediate negative impacts
2-26 Mechanisms for seeking advice and raising concerns

Human rights

Salcef Group recognises its human rights protection obligations and undertakes to respect and promote human rights in its operations and in the areas in which it operates. Respect for human rights is, moreover, integral to the supply chain and human resources management processes. Particularly relevant for Salcef Group's operations and in its sector are issues of workplace health and safety, the rejection of all forms of forced and child labour, freedom of association and the right to collective bargaining, non-discrimination, diversity and equal opportunities, and respect for fair, equal and favourable working conditions. These aspects are equally important in the group's commercial relationships, where specific procedures are in place to promote and guarantee respect for human rights along the supply chain. Please refer to the paragraph of this document dedicated to the analysis of supplier relations (Supply chain management) and human resources management (Human resources). In this area, the stakeholder categories that warrant particularly attention are: employees and other workers; vulnerable groups such as migrant workers, people with disabilities, children, women, national or ethnic, religious and linguistic minorities, people that could be discriminated against based on their sexual orientation or gender identity or expression; local communities; trade union organisations; national institutions and authorities; and non-government organisations.

To strengthen the group's position in relation to the protection of human rights and the other aspects of diversity, equity and inclusion, two specific human rights and diversity, equity and inclusion policies were drafted which will be approved and implemented in 2023.

The definition of the policies and the group's actions in general in relation to human rights, diversity and equal opportunities are based, at a minimum, on the framework defined by the International Bill of Human Rights, ILO's Declaration on Fundamental Principles and Rights at Work and its eight fundamental conventions (no. 29, 87, 98, 100, 105, 111, 138 and 182), the United Nations instruments on human rights and on the rights of particularly vulnerable groups and communities, as well as the European convention on human rights, the European social charter and the Charter of fundamental rights of the European Union. Moreover, to avoid causing or actively contributing to any form of negative impact on human rights in its direct operations and in its global value chain, and to remediate them, Salcef Group complies with and endorses the following international guidelines: the Organisation for economic co-operation and

development (OECD) Guidelines for multinational enterprises, the UN guiding principles on business and human rights, the ILO Tripartite declaration of principles concerning multinational enterprises and social policy and the ILO's Social policy, and the ten principles of the UN Global compact. Salcef Group provides its stakeholders with a whistleblowing channel for the reporting of any situations that present or could present a risk of infringing the commitments made in relation to human rights, non-discrimination and equal opportunities. For further details, please refer to the "Code of Ethics" chapter. Salcef Group's commitment to human rights is also substantiated by its endorsement of the United Nations Global compact.

Organisational, management and control model pursuant to Legislative decree no. 231/2001

Salcef Group has adopted an "Organisational, management and control model" (the "model" or "231 model") pursuant to Legislative decree no. 231/01, which introduced administrative liability for companies into Italian legislation. The model takes into account Salcef's organisational and operational characteristics and is periodically updated. Pursuant to the relevant legislation, supervisory bodies have been set up to monitor the operation of and compliance with the model and to ensure it is updated. The model is available on the website CG Salcef - Company documents.

The model is comprised of a general part and special parts. The general part describes the essential components of the model, particularly as relates to the supervisory body, personnel training and the dissemination of the model within the company and external to the company, the disciplinary system and the measures adopted in the event of failure to comply with the provisions of the model.

The special parts are dedicated to the various types of crimes and administrative offences deemed a possible risk for Salcef Group. Each special part contains reference to the individual crimes referred to in Legislative decree no. 231/2001, the general rules of conduct to be adopted in all areas potentially at risk of crime and other areas identified at risk of crime. For each area at risk of crime, the sensitive activities, the possible ways in which the crime could be committed or conduct that facilitates the commission thereof, as well as the preventative control principles, are identified.

Code of ethics

Salcef is determined to ensure maximum integrity in how it conducts its business and related company activities, and to protect its image and reputation. The code of ethics is an integral part of the model and sets out the ethical principles and values Salcef follows in carrying out its business, and which it expects all employees and, more generally, all parties that collaborate with it in the pursuit of its company mission, to rigorously observe.

Salcef Group bases all actions, operations, relationships and transactions carried out in the various company activities on the principles of the code of ethics. The code of ethics applies to all those with representative, executive or management functions, or that, even de facto, carry out management and control activities of Salcef, or that cooperate and collaborate with it, in any capacity, in the pursuit of its business objectives, all employees without exception, collaborators and any party with business relations with Salcef. Specifically, Salcef's directors are required to comply with the principles of the code of ethics when setting business objectives, proposing investments and carrying out projects, and in any decision or action related to Salcef's management.

Salcef complies with the following principles in the pursuit of its objectives:

Compliance with the law and the rules of conduct
Equality and impartiality
Integrity, honesty, transparency and reliability
Loyalty, propriety and good faith
Confidentiality and protection of company know-how
Value of the individual and of human resources
Environmental protection and safety

Salcef Group has set up a whistleblowing channel which protects the identity of the whistleblower using IT and cryptographic techniques. This channel can be accessed by completing the relevant form on the home page of the MySalcef system. Reports are handled by the internal audit and compliance manager, who is the only person authorised to access this information. Like in previous years, no reports were received through the whistleblowing channel in 2022.

Through its subsidiary Salcef S.p.A., Salcef Group has joined the initiative of the Italian competition authority (AGCM), obtaining the Legality rating which was last renewed in February 2022 and which expires in February 2024.

Anti-corruption measures

The risks of active and passive corruption can significantly compromise the reputation and impact of a company and have major impacts on its business. For Salcef Group, it is essential and strategic - also considering the profile of its clientele - to have tools, policies and systems able to combat all potential risks of this type. Specifically, Salcef's anti-corruption system includes the following:

• Code of ethics

  • 231 model
  • ISO 37001 management system

The ISO 37001-certified anti-bribery management system has been operational since 20 January 2020. It applies to all group companies, processes, procedures and operations. The most significant risks related to corruption are reported in the subsequent Risk management paragraph.

The system of anti-corruption policies and procedures is assessed and approved by the board of directors of the parent, Salcef Group S.p.A., and is communicated and disseminated to the directors, managers and employees of the group companies.

As reported in the Training and development paragraph, specific training modules are held on anticorruption and the 231 model. The supplier qualification and selection procedures (paragraph Qualification and check of requirements) provide for specific communication procedures and acceptance of the group's policies.

Management systems

Over time, the group has built up its management system in compliance with international quality (ISO 9001:2015), environmental (ISO 14001:2015), occupational health and safety (ISO 45001:2018), anti-bribery (ISO 37001:2016), social accountability (SA 8000:2014), energy (ISO 50001:2018) and road traffic safety (ISO 39001:2016) management standards, and sector best practices. The management systems applied and their bridging to the material topics is summarised below.

Management Description Material topics references
system
ISO 9001 The quality management system applied to the
company processes and organisation with a view to
improving effectiveness in creating products and
providing
services,
as
well
as
gaining
and
increasing customer satisfaction.
Product and service quality and
-
safety
Financial performance
-
Attraction and enhancement of
-
human resources
-
Working environment -
Diversity and equal
opportunities
Engagement with and
-
development of the local
area/local communities
ISO 14001 Management system to control the environmental
impacts of operations and for the systematic
pursuit of consistent, effective and, above all,
sustainable, improvement thereof.
-
Energy consumption and
efficiency
-
CO2 emissions and climate
change
-
Waste management and the
circular economy
Water withdrawal and
-
consumption
-
Materials and use of natural
resources
-
Attraction and enhancement of
human resources
ISO 45001 Occupational health and safety management
system establishing the minimum standards of best
practice for the protection of workers. It also
establishes a framework for the improvement of
safety, the reduction of risks in the workplace and
the improvement of worker health and well-being,
Occupational health and safety
-
Working environment -
-
Diversity and equal
opportunities
-
Attraction and enhancement of
human resources
Product and service quality and
-
safety

Management Description Material topics references
system
thereby enabling an improvement in health and
safety performance.
ISO 50001 Management system with the objective of the
systematic pursuit of continuous improvement in
energy performance, including energy efficiency
and energy consumption and use.
-
Energy consumption and
efficiency
-
CO2 emissions and climate
change
ISO 37001 Management
system
that
supports
the
organisation
in
the
fight
against
corruption,
engendering a culture of integrity, transparency
and compliance. The standard offers an important
aid
in
implementing
effective
measures
for
preventing and tackling corruption.
Ethics and integrity in business
-
operations
Attraction and enhancement of
-
human resources
Supply chain management
-
SA 8000 Social accountability (or CSR: corporate social
responsibility) system with the aim of improving
working conditions. This management system
relates to: respect for human rights and the rights
of workers, safeguards against child labour, and
the protection of the health and safety of workers.
-
Ethics and integrity in business
operations
-
Attraction and enhancement of
human resources
-
Working environment -
Diversity and equal
opportunities
-
Occupational health and safety
-
Supply chain management
Engagement with and
-
development of the local
area/suppliers and local
communities
ECM Management system pursuant to Regulation (EU)
779/2019 (formerly Regulation (EU) 445/2011) with
the aim of improving access to the railway transport
services market by establishing common principles
for the management, regulation and supervision of
railway safety. Specifically, it establishes the
training,
expertise
and
organisational
requirements
of
the
entities
in
charge
of
maintenance (ECMs).
Attraction and enhancement of
-
human resources
-
Product and service quality and
safety
ISO 39001 Management
system
for
the
planning,
implementation and improvement of road safety
and the reduction of the risk of road accidents.
Attraction and enhancement of
-
human resources
Working environment -
-
Diversity and equal
opportunities
-
Occupational health and safety

Management
system
Description Material topics references
ISO 30415 Guidance on the implementation, evaluation,
maintenance, improvement and development of
more inclusive and sustainable company pathways.
Attraction and enhancement of
-
human resources
-
Working environment -
Diversity and equal
opportunities

The following table summarises the management system certifications obtained by the group companies:

Company O 9001
IS
O 14001
IS
O 45001
IS
O 50001
IS
O 37001
IS
SA 8000 M
EC
O 39001
IS
O 30415
IS
Salcef Group S.p.A.
Euro Ferroviaria S.r.l.
Salcef S.p.A.
Reco S.r.l.
SRT S.r.l.
Overail S.r.l.
Coget Impianti S.r.l.
Delta Railroad Construction15
Bahnbau Nord GmbH
Bahnsicherung Nord GmbH

15 The Delta Railroad Construction certification refers only to Quality Track Equipment, a subsidiary of Delta Railroad Construction, Inc.

Social performance team

Salcef has set up a Social performance team, as required by the SA 8000 – Social responsibility standard, with the task of:

  • helping to assess risks and identify and assign priorities to the areas of actual or potential noncompliance with SA 8000:2014 and ISO 45001:2018;
  • proposing improvement actions for the risks identified to management;
  • monitoring the activities in the workplace, checking compliance, the implementation of the planned actions and the effectiveness of the approaches taken;
  • working with other group departments to examine, define, analyse and/or resolve any instances of non-compliance with SA 8000:2014 and ISO 45001:2018;
  • facilitating the regular internal audits and preparing reports for management on the results and the benefits of the actions taken;
  • organising regular meetings to review progress and to identify any actions for the more effective application of SA 8000:2014 and ISO 45001:2018.

The social performance team also carries out the duties of the Safety committee, pursuant to ISO 45001:2018 – Occupational health and safety management system.

Legislative compliance

2-27 Compliance with laws and regulations
-- -------------------------------------------

The group operates in compliance with the applicable legislative provisions in force in its various areas of operation.

Compliance with environmental regulations

Salcef Group companies are subject to environmental permits to carry out their operations. The group pursues a sustainable business model at its work sites and facilities, aiming to reduce its environmental impact in all its forms, particularly by decreasing emissions, eliminating waste and properly managing waste.

Given the types of projects and services it provides, Salcef Group is subject to all environmental regulations. With specific reference to Italy, these include:

• Legislative decree no. 152 of 3 April 2006 (the "Environmental code"): the environmental regulations in Italy. This code governs the procedures to obtain environmental permits and

includes regulations about soil conservation, the protection of waters against pollution, waste management, water discharges, reclamation of contaminated sites, protection of the air and the reduction of atmospheric emissions.

  • Presidential decree no. 59 of 13 March 2013: governs the single environmental authorisation (for plants not covered by the integrated environmental authorisation), and simplifies the administrative environmental fulfilments for small and medium-sized companies.
  • Ministerial decree of 6 September 1994: regulatory and technical guidelines on ending the use of asbestos and, specifically, the risk assessment, control, maintenance and reclamation of material containing asbestos in buildings.
  • Royal decree no. 1775 of 11 December 1933: consolidated text of the legal provisions governing water and electrical systems (derivations and the use of public waters).
  • Regulation (EC) no. 1907/2006 of 18 December 2006 (the REACH regulation): for the proper management of chemical substances (evaluation and registration); Regulation (EC) no. 1272/2008 of 16 December 2008: classification, labelling and packaging of substances and mixtures.
  • UNI EN ISO 14001:2015: specifies the requirements for an environmental management system that an organisation can use to enhance its environmental performance.

The group companies and their operations are subject to environmental and occupational health and safety regulations. Among others, such regulations govern the release of polluting materials into water, the air and the soil, the use, storage and disposal of hazardous substances and waste, and the reclamation of any contaminated areas. In this context, Salcef operates under environmental authorisations subject to periodic (five-yearly) renewal, which contain provisions, including of a technical nature, that must be complied with. The group companies that hold the relevant authorisations are: Overail S.r.l. for the Aprilia production facility, SRT S.r.l. for the Fano (Puglia) production facility, Coget Impianti S.r.l. for the Rovato and Corteno Golgi production facilities.

The work site activities carried out by the group companies are authorised on a case-by-case basis with temporary permits required by the applicable legislation.

The asbestos risk

After the completion of all the removal and maintenance of the materials containing asbestos at its facilities, no Salcef Group production facilities have asbestos at the date of this report. Salcef nonetheless continues to monitor this issue closely.

Underground tanks

As the presence of underground tanks generally increases the risk of contamination of soil and underground water, also pursuant to Legislative decree no. 152/2006, these installations are closely monitored and limited by the group.

At the date of preparation of this report, only Overail has underground tanks at its Aprilia production facility.

Penalties and/or disputes in relation to environmental matters

At the date of preparation of this report, there are no disputes of an environmental nature that have given rise to significant penalties for non-compliance with environmental laws, legislation or regulations.

Non-compliance with social and economic laws and regulations

At the date of this report, there were no cases of violations of laws and/or regulations of a social and economic nature. No such penalties were received in 2022 and there are no significant proceedings underway.

Participation in external initiatives and memberships

2-28 Membership associations

Endorsement of codes of conducts and principles

Salcef Group S.p.A. joined the Global Compact in 2020, the United Nations initiative conceived to encourage companies worldwide to adopt and issue sustainable policies in compliance with corporate social responsibility. Salcef Group committed to supporting and implementing the ten principles of the UN Global Compact, related to human rights, working conditions, the environment and anti-corruption. Salcef's commitment is to incorporate these principles into its strategies, culture and

everyday actions. For further information, see Salcef Group's participant page at https://unglobalcompact.org/what-is-gc/participants/141744.

Associations - Memberships

Through its companies, Salcef Group participates in various trade associations, as shown in the following table:

Trade associations Salcef Group S.p.A. Salcef S.p.A. Euro Ferroviaria S.r.l. Overail S.r.l. mpianti S.r.l.
Coget I
Associazione Nazionale Imprese Armamento Ferroviario (ANIAF)
ANIE Federazione
Collegio Ingegneri Ferroviari Italiani (CIFI)
Confindustria Brescia
UNINDUSTRIA
Associazione Infrastrutture Sostenibili

A brief description of the individual trade associations follows.

Associazione Nazionale Imprese Armamento Ferroviario (ANIAF)

Associazione Nazionale Imprese Armamento Ferroviario (the Italian association for permanent way companies), set up in 1997, represents the most important companies specialised in track construction and its ordinary and extraordinary maintenance. For further details, refer to the association's website and the page dedicated to the member companies: https://www.aniaf.it/associati/.

ANIE Federazione

ANIE Federazione is one of the largest Confindustria trade associations by importance, size and representation. ANIE has 1,500 member companies from the electrotechnical and electronic sector.

The member companies are suppliers of cutting-edge technological systems and solutions and are an expression of Made in Italy technological excellence, the result of substantial annual investments in research and innovation. The ANIE sectors account for 30% of annual private research and innovation spending in Italy. For further details, refer to the association's website and the page dedicated to the member companies: https://anie.it/aziende.

Collegio Ingegneri Ferroviari Italiani (CIFI)

The Collegio degli Ingegneri Ferroviari Italiani (C.I.F.I., the Italian railway engineers board), founded in 1899, is one of the oldest and most important technical and professional associations in Italy.

It counts around 2,200 individual members and over 130 industrial and transport companies, as well as universities. CIFI's activities are mainly of a cultural nature and to provide moral support to the profession. For further details, refer to the association's website: http://www.cifi.it/.

Confindustria Brescia and UNINDUSTRIA

These Confindustria branches for Brescia and Lazio represent and protect local entrepreneurs and companies and offer a granular external representation and an integrated system of relations with local stakeholders. For further details, refer to the associations' websites:https://www.confindustriabrescia.it/ and https://www.un-industry.it/.

Associazione Infrastrutture Sostenibili

This sustainable infrastructure association is a scientific-technical think tank of excellence, a respected and valuable point of reference for public and private institutions. The association's main aim is to foster a widespread, informed sustainability culture and increasing awareness of the social and economic value offered by sustainable infrastructure. For further details, refer to the association's website: https://infrastrutturesostenibili.org/.

Risk management

3-1 Process to determine material topics 3-3 Management of material topics

ERM goals and the departments involved

Salcef Group has adopted an Enterprise risk management (ERM) system in line with the relevant standards (CoSo Framework 2017, ISO 31000, Ferma, etc.) and the best practices in place at companies of comparable size. The aim of the ERM is to support management in making decisions compatible with the company's risk profile and its objectives and to foster a culture of assessing, managing and mitigating risks that could compromise the implementation of strategies and the achievement of company goals.

The company followed a structured process to implement its ERM system, beginning with a detailed analysis of company processes to identify and catalogue the main types, determine the respective relationships and define the group's value chain. Mapping of the company departments involved in company processes and identifying the associated risks comprised the subsequent stages of the process, culminating in a risk assessment and prioritisation of the main company risks based on consolidated materiality criteria.

STRATEGY 2.
3.
1.
COMMERCIAL
RESEARCH,
ASSET
DEVELOPMENT
MANAGEMENT
AND TENDERS
5.
QUALITY
STRATEGIC PLANNING CORE BUSINESS PROCESSES AND INNOVATION
A) TRACK & LIGHT CIVIL WORKS
B) ENERGY, SIGNALLING & TELECOMMUNICATION
C) HEAVY CIVIL WORKS
D) RAILWAY MATERIALS
E) RAILWAY MACHINES
F) ENGINEERING
4.A
CONTRACT
OPENING
4.C
4.D
4.B PLANNING
EXECUTION
CONTRACT
OF THE
OF THE
CLOSURE AND
WORKS
WORKS
ANALYSIS
6. PROJECT MANAGEMENT
7. RAW MATERIALS AND GOODS LOGISTICS 12. INFORMATION TECHNOLOGY
8. ADMINISTRATION, FINANCE AND CONTROL 13. PROCUREMENT
BUSINESS DEVELOPMENT SUPPORT PROCESSES 9. PUBLIC RELATIONS 14. MARKETING AND COMMUNCATIONS
10. CORPORATE AFFAIRS 15. INSURANCE
11. HUMAN RESOURCES
OVERNANCE 17.
16.
HSE
RISK
MANAGEMENT
18.
LEGAL AFFAIRS
19.
20.
COMPLIANCE
KNOWLEDGE
21.
INTERNAL AUDIT

Salcef's risk model is designed to:

• Ensure greater awareness in strategic decision-making, taking due account of the current and future risks as part of an organised and comprehensive vision.

  • Promote the dissemination of risk management in company processes to ensure consistent risk management and control methodologies and tools.
  • Develop a shared language on risks and disseminate a risk management culture as part of an integrated approach consistent with the group's underlying mission, vision and values.
  • Provide a uniform approach to the identification of events that could impact the company's operations.
  • Ensure business continuity, coordinating the risk owners and the other parties involved in the process.

Main departments involved

In organisational terms, the main parties involved in Salcef's risk management system are:

  • Risk owner: responsible for the process impacted by the risk, in charge of identifying the actions to be taken to mitigate the risk and for its monitoring. This involves all the main departments of Salcef Group.
  • Chief risk officer (CRO): designs and supports the implementation of the ERM risk management system, stimulating the development of relevant methodologies and operating tools and coordinating the parties involved in the broader risk management process.
  • Audit and risk committee: comprised of non-executive directors, both internal and external to the group, most of whom are independent. It supports the board of directors in their assessments and decisions related to the internal control and risk management system. It checks the adequacy and effectiveness of this system in relation to the characteristics of the company and its risk profile.

Salcef Group's enterprise risk management model

The aim of Salcef's enterprise risk management is to incorporate risk management activities into the organisation's processes and culture, with the gradual implementation and continuous improvement of the process. This approach means both that risk management issues are swiftly brought to the attention of the

board of directors and management and that the risk management process is adapted to the structure of the organisation, which is constantly evolving.

In operation, Salcef manages the risks management process in four stages, in line with the principles of the CoSo ERM Framework: a) identification; b) assessment; c) response/management and mitigation; d) update and improvement of processes.

In 2022, starting from the above risk identification drivers, the group fine-tuned the processes, defined a new ERM methodology and adopted a qualitative-quantitative risk measurement system. This led to the update of the group's risk model, the configuration of a further three key risk indicators (now ten), such as condensed indicators for the regular monitoring of risk trends, the expansion of the risk identification and assessment process in line with the group's size, with a focus on the operating companies, and, lastly and particularly, the adoption of a risk appetite statement formally defining the acceptable risk thresholds.

In the second half of the year, an ERM risk assessment was carried out at the group's Italian companies (Salcef Group, Salcef Construction, Euro Ferroviaria, Overail, Coget Impianti, SRT, Reco) with the key aim of developing and disseminating a risk culture at all levels of the organisation. This was achieved with an initial stage of communication and training workshops aimed at increasing awareness of the exposure to risks and the ability to manage them, followed by a second operating stage comprised of a number of one-to-one and one-to-other meetings for the collection, assessment and analysis of the risk data.

The methodology adopted for the risk assessment was based on the following concepts, criteria and metrics:

  • Predictive/historical probability
  • Five impact drivers (financial, performance, reputation, compliance and HSE)
  • Five levels of assessment metrics
  • Internal control systems to manage the risk
  • Treatment measures

As stated above, the group processes were carefully mapped. This activity enabled the processes to be first identified and catalogued as core, supporting or governance, before identifying the organisational departments responsible for the processes and, finally, identifying the risk owners for the related departments. A total of 62 risk owners were identified for the seven companies and 47 risk assessments were performed.

Risks and their management

Salcef Group's risk model is set out below, showing the risk categories (31) deemed material and the number of associated risks (63) per category.

For these risks, the related management methods are summarised, including through reference to other parts of this report and/or documentation available on Salcef's website. The table also shows the underlying material topics reported in this NFS.

Considering Salcef's business model and sector, the risk management system and the overall control model assign a materiality level to compliance risks, particularly those related to the material topic of ethics and integrity in business operations, an area strategic and central to Salcef's governance.

Moreover, by their very nature, environmental risks are transversal with respect to the underlying material topics detailed in the table.

In the area of risks related to competition, the ERM analysis showed significant opportunities related to the development and introduction of new technologies and work tools, linked to the technological evolution. Salcef's research and development activities are therefore heavily focussed in this direction.

Risk area/category Related material topic Summary of management approach
Strategic risks
Human capital
Risks deriving from
shortcomings of the
organisation's human
capital or the unavailability
of key people/skills
-
Working environment -
Diversity and equal
opportunities
-
Attraction and
enhancement of human
resources
-
Definition of personnel management
policies in relation to remuneration,
training and satisfaction (see
Personnel management, enhancement
and development policies).
Formalisation of the criteria personnel
-
must meet for the allocation of roles,
functions and duties.
-
Definition of training and skill
standards for each Salcef Group role
and monitoring that the skills are
maintained.
-
Definition of a structured succession
model for key corporate governance
roles.
Definition of rules on equal
-
opportunity and respect for the
individual through the adoption and
implementation of diversity, equity
and inclusion and human rights
policies.
Business model
Risks linked to
inadequacies or failure of
the business model
Financial performance
-
Promotion of synergies and
-
economies of scale.
Coordination of partnerships with
-
subsidiaries, associates, affiliates and
related companies.
Competitive context
Risks deriving from the
characteristics and
development of the
organisation's competitive
context with possible
impacts on market
positioning
-
Financial performance
-
Constant monitoring of the Italian and
international macroeconomic context.
Definition of the group's commercial
-
strategy, which identifies the relevant
geographical areas, including in terms
of the nature of local risks.
Close monitoring of the relevant
-
markets and growth strategies and
entrance into new markets of current
and potential competitors.

Risk area/category Related material topic Summary of management approach
Climate change
Risks associated with
climate change and the
carbon footprint of Salcef
Group and its assets.
Climate risks are divided
into physical risks and
transition risks. Physical
risks relate to events
(acute) or long-term
changes in climate models
(chronic), while transition
risks relate to the transition
to a low-carbon economy,
entailing changes to the
political, legal,
technological and market
contexts in response to the
changing requirements of
climate change
adaptation.
-
Energy consumption
and efficiency
-
CO2 emissions and
climate change
Continuous monitoring of the
-
company's environmental impact.
-
Ongoing R&D investments to improve
company assets and reduce their
impact on the surrounding
environment.
Offsetting initiatives undertaken by the
-
company.
Strategic formulation
process
Risk of inconsistency
between strategic
objectives and company
mission/vision, and/or the
risk that management will
define strategic/business
objectives on the basis of
partial, incomplete or
inadequate assumptions
and/or the risk of
Financial performance
-
Ethics and integrity in
-
business operations and
compliance
-
Periodic review of the group's
strategic planning following changes
to the market and competition, as well
as the production capacity of the
group's business units.
-
Analysis of the group's commercial
and industrial potential.

Risk area/category Related material topic Summary of management approach
inadequate investment
planning.
Governance system
Risks associated with the
partial/inadequate
formalisation of the
group's organisational
model (roles and
responsibilities) and
governance model
(management and
coordination rules) and the
failure to apply them by
group companies.
-
Ethics and integrity in
business operations and
compliance
-
Definition of a governance system and
organisational structure that reflect the
company culture and policies with the
establishment of control bodies and
functions, the allocation of
responsibilities, and the definition of
operating rules via regulations,
processes and procedures.
-
Regular review of the company's
organisational chart and individual
powers, their content and quantitative
limits, their operation and information
flows.
Country risk
Risks associated with the
socio-political and
economic stability of the
countries in which the
group operates
-
Financial performance
-
Ethics and integrity in
business operations and
compliance
-
Design and implementation of
measures to mitigate the risks
associated with the social, economic,
political and geographical conditions
of the various countries in which the
group operates (political and
economic instability; unfavourable
changes in government policies,
particularly as regards foreign
investment; significant fluctuations in
interest and exchange rates; complex
bureaucratic requirements; difficultly
in protecting legal and contract rights;
customs duties or other unforeseen
payments).
Technological
development
The risk deriving from
technological
development/innovation
and the challenge of
-
Investments –
innovation and
digitisation
-
Check the proper development and
application of the new information
systems and/or updates of existing
ones, promoting training and know
how within the group.
Ongoing investment by the group in
-
improving
processes/instruments/tools and to
make them more efficient.

Risk area/category Related material topic Summary of management approach
grasping all
implications/opportunities
linked to new
technological discoveries,
and the human, financial
and technical resource
costs/investments that
organisations may need to
incur/make for the
constant renewal of
products/services/systems
Reputation
Risks deriving from
customer loss of trust
and/or damage to the
group's image due to
deficient, inaccurate or
untimely communication
management, including in
the event of a critical event
(crisis communication), or
the dissemination of fake
news, including on social
media.
-
Ethics and integrity in
business operations and
compliance
-
Financial performance
-
Constant monitoring of the
organisation's reputation.
-
Management of reputational risk
through the identification of potential
risk events.
-
Communication and information,
including through the website and
social media, to maintain the group's
good reputation.
Structured crisis management process
-
to guarantee timeliness, transparency
and professionalism.
Compliance risks
Legislative decree no.
231/2001 - ISO 37001
Risk of fines or bans
penalties, or seizure or the
publication of the ruling,
Ethics and integrity in
-
business operations and
compliance
-
Checks that the 231 and anti
corruption procedures are correctly
applied.
Training of all personnel to the extent
-
necessary, in order to raise awareness
of the organisational model (see
Training and development).

Risk area/category Related material topic Summary of management approach
following the commission
of the crimes expressly
referred to in Legislative
decree no. 231/01, or in
the event of corruption
(ISO 37001).
Due diligence procedures on third
-
parties in line with the provisions of
the organisational model and anti
corruption policy.
Environmental
Risks deriving from
potential polluting events
attributable to the group's
operations.
-
Ethics and integrity in
business operations and
compliance
-
Investments - innovation
and digitisation
CO2 emissions and
-
climate change
Waste management
-
and the circular
economy
-
Materials and use of
natural resources
-
Water withdrawal and
consumption
Product and service
-
quality and safety
Supply chain
-
management
-
Engagement with and
development of the
local area
-
Analysis of new technologies,
instruments and working methods
available on the market and the
potential technological evolution.
-
Definition of a system of company
proxies which establish duties,
responsibilities and powers for those
charged with managing environmental
issues.
-
Training for all personnel on legislative
issues and matters to their role.
-
Regular controls over the compliance
with environmental legislation of
critical suppliers and sub-contractors.
GDPR
Risk of penalties due to
non-compliance
/infringements of the
privacy legislation
(Regulation (EU) 679/2016
- the GDPR), particularly as
regards the organisational
structure, including in
terms of obligations and
responsibilities (data
protection officer,
-
Cybersecurity and
privacy
-
Check that the regulations and
procedures have been properly
applied.

Risk area/category Related material topic Summary of management approach
controller, processor), the
lawfulness of data
processing, informed
consent, the rights of data
subjects, the definition and
implementation of logical,
legal and procedural
security measures for the
protection of personal
data
Regulations governing
public tenders
Risks arising from non
compliance with
legislation governing
public contracts, the
qualification systems in
place at customers (RFI
and Terna, etc.), as well as
other regulations (anti
trust, privacy, etc.).
-
Ethics and integrity in
business operations and
compliance
-
Systematic review of group
procedures designed to incorporate
all legislative and regulatory
requirements of Italian law governing
public tenders, as well as customer or
other applicable qualification system
regulations.
Occupational safety
Risks related to accidents,
incidents or near misses in
the workplace (work sites,
offices, etc.)
Occupational health
-
and safety
-
Definition of a system of company
proxies which establish duties,
responsibilities and powers for those
charged with managing occupational
safety issues.
-
Training for all personnel on legislative
issues and matters specific to their
role.
-
Regular checks that the procedures
are correctly applied and of the
training level of personnel.
Social responsibility
Risk of penalties due to
infringements of the
provisions of Legislative
-
Occupational health
and safety
-
Supply chain
management
Working environment -
-
Diversity and equal
opportunities
o
-
Educating personnel on the group's
code of conduct and monitoring that
the disciplinary measures are properly
applied.
-
Application of the SA 8000
procedures for suppliers.

Risk area/category Related material topic Summary of management approach
decree no. 81/08 or the
group's Code of conduct.
-
Human rights/diversity, equity and
inclusion policies.
Market abuse
Risks deriving from the
abuse of privileged
information (market
abuse), i.e., when investors
in financial markets have to
directly or indirectly deal
with the negative
consequences of the
conduct of other parties
who: i) used information
not accessible to the
public to their advantage
or to the advantage of
others (insider trading); ii)
distorted the price fixing
mechanism for financial
instruments or
disseminated false or
misleading information
(share manipulation).
-
Ethics and integrity in
business operations and
compliance
Systematic review of group
-
procedures designed to incorporate
all legislative and regulatory
requirements of Italian law, particularly
the those of Consob and Borsa
Italiana.
-
Systematically informing and training
senior management, the senior
managers and personnel with access
to relevant and privileged information.
Legal
Risks deriving from
contractual or non
contractual responsibilities
or other legal disputes
and/or disputes linked to
contract management
Operational risks
-
Ethics and integrity in
business operations and
compliance
-
Timely management of legal disputes
by general counsel.
-
Constant monitoring of the legal
disputes underway.

Risk area/category Related material topic Summary of management approach
Safeguarding of assets
Risks deriving from
compromising the
integrity and continuity of
individuals, infrastructural
assets and/or group
technologies due to an
event not directly related
to the group's operations
or due to malfunction,
damage, lack of
maintenance, with impacts
on access to
infrastructures, the
provision of services and
business operations and
on the achievement of the
organisation's goals.
Financial performance
-
Quality and safety of
-
services/products
-
Occupational health
and safety
Check that the specific policies for
-
direct and indirect risks are properly
implemented and that there is a
suitable system of proxies and powers,
and that the assets have been properly
assigned to the competent person in
charge.
Definition of actions against the
-
infringement of intellectual property
rights.
Business continuity
Losses due to downtime,
malfunctions or the
unavailability of systems.
-
Financial performance
-
Quality and safety of
services/products
-
Definition of specific protocols to
ensure business continuity.
-
Development of strategies, processes
and systems to manage and monitor
risks in order to protect business
continuity.
Company liability
Risks deriving from liability
directly attributable to the
group following external
incidents or events of a
natural or accidental
nature (e.g., natural
disasters, non-compliant
or defective products,
events linked to
-
Quality and safety of
services/products
Occupational health
-
and safety
-
CO2 emissions and
climate change
-
Check that specific policies are
properly implemented for direct and
indirect risks, that any incidents are
managed, and that there is a suitable
system of proxies and powers.
-
Check that the provisions, procedures
and instructions for the integrated
management systems are correctly
applied and regularly updated.

Risk area/category Related material topic Summary of management approach
individuals, etc.) with
impacts on group
operations.
Operations, processes
and procedures
The risk deriving from
weaknesses in the group's
process design and from
errors/negligence/non
fulfilment of the
procedures for the
performance/management
of operating activities and
the related controls.
-
Quality and safety of
services/products
-
Ethics and integrity in
business operations and
compliance
Systematic review of group
-
procedures
-
Regular audits to check that the
provisions, procedures and
instructions for the integrated
management systems are correctly
applied and regularly updated.
Anti-fraud security
Risk deriving from any
action in which an
employee or third party
(e.g., employee, supplier,
sub-supplier, parties
external to the company)
takes or appropriates
confidential information or
company assets or,
alternatively, commits
deeds aimed at causing
damage to the group.
-
Ethics and integrity in
business operations and
compliance
-
Check that the anti-corruption and 231
regulations and procedures have been
properly applied.
Check of changes to the regulatory
-
context and of organisational changes
to systematically update and improve
the group's management system and
organisational model.
-
Scheduling and implementation of
compliance training and information
initiatives.
Cybersecurity
The risk deriving from
malfunctions and/or
failures of business IT
systems/applications or
-
Cybersecurity and
privacy
-
Check the proper development and
application of the new information
systems and/or updates of existing
ones, promoting training and know
how within the group.
Coordination of all IT activities within
-
the group.

Risk area/category Related material topic Summary of management approach
weaknesses in physical or
procedural security
measures or from cyber
attacks with the potential
to compromise data
integrity or confidentiality
for which the group is
liable.
Procurement
Risk deriving from
relationships with the
suppliers of
goods/services and any
issues associated with
dependence, breach of
contract, or the quality of
the service or product
received.
-
Supply chain
management
-
Salcef Group's suppliers list and
supervision of the checks of
requirements, qualification and
suspension.
Supplier assessment, incorporating a
-
summary of the ratings of the services
in terms of quality, the environment
and safety.
Supervision of the correct fulfilment of
-
the procurement requests related to
Salcef Group S.p.A. as part of any
budgets approved.
Financial risks
Credit
Risk deriving from non
compliance or the
deterioration of credit
rating of counterparties or
of Salcef Group.
-
Financial performance
-
Careful short- and long-term financial
planning and the efficient
management of relationships with
banks and other financial backers to
ensure the group companies access to
credit lines such to cover their
operating requirements and business
development.
-
Financial assessment of customers and
financial instruments to mitigate the
risk.
Systematic check of the recording of
-
credit and collections.
Liquidity Financial performance
-
o
Supervision of the roll-out of the group
-
companies' business plans, of financial
management and of relationships with

Risk area/category Related material topic Summary of management approach
Risks deriving from
inadequate cash flow
planning/management
with excess liquidity or lack
of access, or associated
with difficulties in
contracting or refinancing
the loans necessary to
ensure the financing for
the group's organic
growth and/or to meet its
financial commitments.
banks and other financial backers and
business partners.
-
Use and supervision of financial
instruments for sustainable cash
management.
Currency
Risks deriving from
unexpected fluctuations in
exchange rates affecting
the carrying amount of
assets and liabilities and/or
financial income and
expense.
Financial performance
-
Continuous monitoring of exchange
-
rate trends.
The potential use of financial
-
instruments to hedge the currency risk.
Interest rates
Risks deriving from
unexpected fluctuations in
interest rates affecting the
carrying amount of assets
and liabilities and/or
financial income and
expense, or from the
inadequate hedging of the
interest rate risk resulting
in a financial expense.
Financial performance
-
Continuous monitoring of interest rate
-
trends.
The potential use of financial
-
instruments to hedge the interest rate
risk.
Profitability -
Financial performance
-
Systematic check of compliance with
the budget and the definition (with the

Risk area/category Related material topic Summary of management approach
Risks deriving from
negative differences
between budgeted and
actual production
assistance of the controlling manager
and the board of directors) of any
actions to be taken.
Tax
The risk of incorrect tax
management with
repercussions on the
group
-
Ethics and integrity in
business operations and
compliance
-
Systematic control and monitoring of
developments in tax legislation.
-
Dual-level check that tax legislation
has been correctly applied.
Strengthening the tax area through
-
recruitment plants.

Salcef Group materiality

Impacts and material topics

3-1 Process to determine material topics

Impacts and material topics under the GRI standards

Under the GRI standards, the impacts are the effects that a company has or could have on the economy, environment, and people, including human rights, as a consequence of its operations or business and commercial relations.

Impacts may be actual or potential, positive or negative, short or long-term, intentional or non-intentional, reversible or irreversible, and represent an organisation's positive or negative contribution to sustainable development. Depending on their nature (economic, environmental or social), these impacts are correlated with each other and indicate an organisation's contribution - positive or negative - towards sustainable development.

The most significant impacts, as identified by the company using the approach described in the following paragraphs, are the material topics.

The materiality analysis always takes into account the dynamic nature of business operations, facing associated topics and impacts that change over time, both in their nature and in the materiality of the impact, which influences strategy, the business model, and the system of relationships and decision-making.

Sustainability reporting plays an important role as an activity of public interest.

►The impacts of an organisation's operations and business relationships on the economy, the environment and people may also have positive and negative consequences for its operations or reputation. These consequences are often also financial or could become so in the medium- to long-term. Understanding these impacts is therefore necessary for an organisation in order to identify any material risks and opportunities associated with these impacts that could influence a company's value and, consequently, relationships with stakeholders and competitive position on the market.

European Union - Directive (EU) 2022/2464 and double materiality

Directive (EU) 2022/2464 (CSRD, Corporate sustainability reporting directive), approved by the European Parliament in November 2022 and which came into effect on 5 January 2023, establishes new rules and

extends the scope of non-financial reporting. The directive, whose new rules will apply with effect from financial years starting on or after 1 January 2024 for the first companies involved (i.e., those already required to prepare non-financial statements under current legislation pursuant to Legislative decree no. 254/2016), supplemented the definition of material topics, introducing the double materiality perspective. Under this approach, material topics are: a) aspects and topics of a governance, social and environmental nature on which the entity has a material impact through its operations (impact materiality); b) aspects that could have significant impacts on an entity's development, performance and, consequently, financial value (financial materiality).

As the provisions of Directive (EU) 2022/2464 will apply from 2024, this document has been prepared under the GRI Standards, adopting the material topics definitions of the GRI Standards. As already stated, the two materiality types are obviously closely interrelated.

The procedure to identify, assess and prioritise topics

The analysis, identification, assessment and subsequent prioritisation of the material topics for the purposes of this NFS was carried out in accordance with the GRI Standards.

Understanding the organisation's context

Salcef's context and reference framework, its business model, operations and business relationships, as well as the sustainability context and the stakeholder analysis are reported in the various paragraphs of the "Business model and strategy" chapter of this document.

Identification of actual and potential impacts

An internal due diligence involving an analysis of external and internal sources was performed for the actual and potential impacts of Salcef's operations and business relationships on the economy, the environment and people, including human rights.

External sources
World economic forum - Strategic intelligence / Global risk report
OECD Due diligence guidance for responsible business conduct and sector-specific due diligence guidance
Local/national/international government department reports:
- MIMS – Ministry of infrastructure and transport
- Transport regulation authority – 2022 annual report
- European Union Agency for Railways
NRRP regulation - Sectors:
- rail transport / freight
- local public transport
NextGenerationEU (Thematic Analysis - Sustainable Mobility)

External sources

EU Green Deal (Transport)

Reports and analyses of sector associations and organisations: - National rail and road and motorway infrastructure safety agency (ANSFISA, Agenzia Nazionale per la Sicurezza delle Ferrovie e delle Infrastrutture Stradali e Autostradali) – 2021 report

SASB – Sustainability accounting standards board - Materiality finder

ESRS – European sustainability reporting standards (DRAFT)

IFRS-S – International financial reporting standards – Sustainability (DRAFT)

Benchmarks for comparison with main peers and strategic partners of AV Group for:

  • material topics management
  • policies
  • risk management

Internal sources

Organisational, management and control model pursuant to Legislative decree no. 231/2001- General part

Salcef Group management systems

ERM - Risk assessment and management documents

ESG performance monitoring and assessment surveys received from customers and investors

  • MSCI

  • ISS ESG

  • Sustainalytics

News and press coverage of Salcef Group

The following is noted in relation to some of the main sources analysed:

Analysis of the SASB – Sustainability accounting standards - SASB Materiality finder - One of the tools of the SASB (Sustainability accounting standards board) - the standard setter which is now part of the IFRS Foundation - the finder is divided by sectors and material topics and allows the identification of topics that could impact the financial conditions or the operating performance of companies for a given sector. The main aim of the analysis was to check the consistency of the material topics identified with those identified by the SASB materiality finder. The analysis carried out for Salcef focussed on the following sectors INFRASTRUCTURE SECTOR - Engineering & Construction Services, RESOURCE TRANSFORMATION - Industrial Machinery & Goods, TRANSPORTATION SECTOR - Rail Transportation.

► As already examined under the "Sustainable mobility" paragraph of the Business model and strategy chapter, the main Italian and European development plans (National recovery and resilience plan / NextGenerationEU, EU Green deal and EU Urban mobility framework) were examined, with a focus on the guidance and regulatory directives for sector operators to access the investments, in order to identify the main impacts on the rail transport sector.

World economic forum – Strategic intelligence / Global risk report 2023 – The Strategic intelligence tool developed by the World economic forum and updated annually, published in conjunction with the Global risk report, is used to map the main connections between different economies, industrial macrosectors and risk issues in the global context, thereby identifying the main impacts, trends and changes of a given sector in the short-, medium- and long-term.

OECD Due diligence guidance for responsible business conduct offers practical support to companies on the implementation of the OECD Guidelines for multinational enterprises by providing non-binding principles and standards for responsible business conduct in terms of the main social and environmental risks faced by companies on the global market. Implementing these recommendations can help companies avoid and address adverse impacts related to workers, human rights, the environment, corruption, consumers and corporate governance that may be associated with their operations, supply chains and other business relationships.

The identification and ongoing assessment of the impacts involves the main stakeholders and is carried out systematically as part of the business model, independent of the sustainability reporting procedure. It was not necessary to repeat the process of listening to and interacting and liaising with stakeholders undertaken for the 2021 consolidated non-financial statement via a survey of the group's internal and external stakeholders for this year's report, given the temporal proximity and similarity of the results of the analysis of the impacts and identification of the materials topics for Salcef's 2022 NFS. To increase engagement on sustainability topics, the group is considering organising specific ESG-themed events (focus groups, seminars, webinars, etc.) which would gradually involve representatives from the group's stakeholder categories.

Assessment of the significance of impacts and prioritisation

The aim of the assessment of the materiality of the identified impacts is to establish their priority. This enables a company to determine the material topics to report on and, particularly, to identify the commitments and actions needed to address the impacts more effectively and from a materiality perspective. The materiality of an impact depends on a company's specific conditions, its sector and business model.

The significance of an actual negative impact is determined by the severity of the impact, while the significance of a potential negative impact is determined by the severity and likelihood of the impact. The GRI Standards define severity on the basis of three dimensions: a) scale (how grave the impact is); b) scope (how widespread the impact is); c) irremediable character.

The significance of an actual positive impact is determined by the scale and scope of the impact, while the significance of a potential positive impact is determined by its scale and scope as well as its likelihood. For

positive impacts, the scale refers to real and/or potential benefits of the impact, while the scope refers to its actual or possible scope.

At the end of the process, a priority is assigned to the impacts identified and assessed, in relation to their importance and on the basis of a threshold defined for this purpose (a scale from 1 to 5 where 3 is the minimum threshold for an impact to qualify as a material topic).

The impacts identified as most significant are reported on in this document.

Material topics for Salcef Group

3-2 List of material topics

The results of the activities carried out are summarised in the following table showing the material topics, the underlying impact areas (descriptions and the reasons for the materiality of the selected topics), the characteristics of the material topic, and the specific indicators (GRI Standards) used for reporting and detailed in the GRI Content index, which forms an integral part of this document.

The same table also shows the connection to the aspects referred to in Legislative decree no. 254/2016 which governs the preparation of the non-financial statement.

The material topics are grouped according to the ESG (environmental, social, governance) classification also used by Directive (EU) 2022/2464 (CSRD).

Material topic Impacts GRI Aspects as per
standard Legislative
decree no.
254/2016
Summary Characteristics
E Environmental
1 Energy Negative impacts: higher Actual: energy use for group 302 Energy Environmental
consumption and costs, negative operations
efficiency environmental impact Direct: caused by group
operations
Short-medium-long-term
(structural to the business model)
Expected: as they are associated
with group operations
2 CO2 emissions and Negative impacts: increased Actual: production of emissions 305 Emissions Environmental
climate change CO2 in the air and by group operations
consequent air pollution, Direct and from commercial
relationships (partners and

Material topic Impacts GRI Aspects as per
standard Legislative
decree no.
254/2016
Summary Characteristics
acceleration of climate suppliers): Scope 1, 2 & 3
change processes emissions
Medium-long-term (structural to
the business model)
Expected: as they are associated
with group operations
3 Water withdrawal Negative impacts: water Actual: use of water for group 303 Water and Environmental
and consumption consumption in areas with processes effluents
water stress, water scarcity, Direct: caused by group
consumption of water operations
resources Short-medium-long-term
(structural to the business model)
Expected: as they are associated
with group operations
4 Waste Negative impacts: increased Actual: use of water for group 306 Waste Environmental
management and non-recyclable waste to processes
the circular landfill, environmental Direct: caused by group
economy pollution operations
Short-medium-long-term
(structural to the business model)
Expected: as they are associated
with group operations
5 Materials and use Negative impacts: material Actual: use of materials for 301 Materials Environmental
of natural not obtained from recycling, production
resources increased non-product Direct and from commercial
outputs relationships (partners and
suppliers)
Medium-long-term (structural to
the business model)
Expected: as they are associated
with group operations
S Social
6 Product and Positive impacts: customer Potential: possibility that a 416 Customer health Social
service quality loyalty / winning tenders / product is defective / non and safety
and safety improved company compliant
reputation / acquisition of Direct and from commercial
new contracts / safety of relationships (partners and
group products/services suppliers)
Short-medium-long-term
(structural to the business model)

Material topic Impacts GRI
standard
Aspects as per
Legislative
decree no.
254/2016
Summary Characteristics
Expected and unintentional: as
they are associated with group
operations but with unexpected
outcomes
Positive impacts: supplier Actual: connected with group 308 Supplier Social
management qualification and signing of a operations environmental
Code of conduct / guarantee Direct and from commercial assessment
of fair and decent working relationships (partners and
conditions / compliance with suppliers)
international regulations / Short-medium-long-term 414 Supplier social
development of local areas / (structural to the business model) assessment
consolidation of a qualified, Expected and unintentional:
of fair and decent working relationships (partners and
conditions / compliance with suppliers)
international regulations / Short-medium-long-term 414 Supplier social
development of local areas / (structural to the business model) assessment
consolidation of a qualified, Expected and unintentional:
professional supplier chain associated with group operations
but not completely under the
group's control
8 Attraction and Positive impacts: support Actual: connected with group 401 Employment Personnel
enhancement of and development of the operations
human resources distinctive skills necessary Direct: caused by group
and consistent with the operations
group strategies / attraction Short-medium-long-term 404 Training and
and training of qualified (structural to the business model) education
personnel Expected: associated with group
operations
9 Working Positive impacts: employee Actual: connected with group 405 Diversity and Respect for
environment - satisfaction / better company operations equal opportunity human rights
Diversity and climate and brand identity / Direct: caused by group
equal better working conditions operations
opportunities Short-medium-long-term 406 Non
(structural to the business model) discrimination
Expected: associated with group
operations
10 Occupational Negative impacts: Potential: possibility of accidents 403 Occupational Personnel
health and safety repercussions on workers' in the workplace health and safety
health / damage to image / Direct: caused by group
potential human rights operations
violations / regulatory Short-medium-long-term
disciplinary consequences (structural to the business model)
Expected: associated with group

7 Supply chain management

Material topic Impacts GRI Aspects as per
standard Legislative
decree no.
254/2016
Summary Characteristics
occupational health and safety
training and policies
11 Cybersecurity and Negative impacts: data Potential: possibility of data loss 418 Customer Social
privacy leakage / loss of customer Direct and from commercial privacy
company population data / relationships: caused by group
complaints and operations and partners
infringements of privacy / Short-medium-long-term
damage to image (structural to the business model)
Unintentional: possibility of
external attacks on the IT
infrastructure
G Governance
12 Ethics and Positive impacts: business Potential: linked to business 205 Anti-corruption Fight against
integrity in continuity - regulatory / activities active and
business disciplinary - reputational Direct: caused by group 206 Anti-competitive passive
operations behavior corruption
Short-medium-long-term 207 Tax
(structural to the business model)
Expected and unintentional:
associated with group operations
13 Financial Positive impacts: financial Actual: connected with group 201 Economic
performance sustainability / financial operations performance
soundness / business Direct and from commercial
continuity relationships: caused by group
operations and partners
Short-medium-long-term
(structural to the business model)
Expected and unintentional:
associated with group operations
but partly dependent on external
forces
14 Engagement with Positive impacts: brand Actual: connected with group 413 Local Social
and development reputation / distribution of operations communities
of the local area economic value / community Direct and from commercial
well-being relationships: caused by group
operations and partners
Short-medium-long-term 204 Procurement
(structural to the business model) practices
Expected: connected with group
operations

Material topic Impacts GRI
standard
Aspects as per
Legislative
decree no.
254/2016
Summary Characteristics
15 Investments - Positive impacts: product Actual: connected with group 203 Indirect
innovation and innovation / energy operations economic impacts
digitisation efficiency and products with
a lower environmental-social
impact / greater
competitiveness /
organisational efficiency
thanks to digital processes
Direct and from commercial
relationships: caused by group
operations and partners
Short-medium-long-term
(structural to the business model)
Expected: connected with group
operations

The following graph shows the material topics in relation to their impact, obtained at the end of the prioritisation stage.

Changes from the previous reporting period.

As reported, there is no evidence of significant changes in the material topics identified compared to the 2021 Sustainability report / NFS. In this year's report, some material topics previously presented using terms covering several impacts have been unpacked, in order to:

  • i) detail the impacts related to the individual material topics more precisely and
  • ii) align the presentation of the material topics with the guidelines of the European Union's Corporate sustainability reporting directive (CSRD).

The new topics arising from the assessment of the impacts are Materials and use of natural resources (included under the "Waste management and the circular economy" topic in the previous report), CO2 emissions and climate change (included under "Climate change: Energy – emissions" in the previous report) and Cybersecurity and privacy. After the completion of the analysis, "Noise pollution/sounds and vibrations" and "Sustainable mobility Environmental and social impact of products and services" are no longer considered material topics.

Material topics - objectives and actions

GRI STANDARDS
--------------- -- -- --

3.3 Management of material topics

Salcef's commitments in relation to the material topics identified are shown in the table below, which also shows the correlation and consistency with the United Nations 2030 Agenda and the SDGs - Sustainable Development Goals (17 goals and 164 targets identified by the Agenda).

The objectives and actions and the effectiveness of the latter in managing the topics and related impacts, together with the processes and procedures adopted to monitor performance, are analysed in the relevant chapters of this document addressing and reporting on these topics.

Salcef's role and commitment in relation to the SDGs ranges across various interconnected action areas:

Sustainable transport - Some SDGs are directly related to sustainable transport. Specifically: SDG 3 (Good health and well-being - SDG Target 3.6 on road safety), SDG 9 (Industry, innovation and infrastructure - SDG Target 9.1 on infrastructure), SDG 11 (Sustainable cities and communities - SDG Target 11.2 on access to safe, affordable, accessible and sustainable transport systems for all and the expansion of public transport).

Business model - Specifically, those SDGs that directly reflect the impacts of Salcef's business model: SDG 7 (Affordable and clean energy), SDG 13 (Climate action) and SDG 12 (Responsible consumption and production).

Organisational model and preliminary conditions – Salcef's commitment to SDGs that have direct economic and social impacts, such as SDG 8 (Decent work and economic growth) and SDG 10 (Reduced inequalities) reflect the conditions promoting the achievement of objectives linked to the business model and reference sector.

Material topic Aspect Action area Commitment SDGs
E Environmental
Quality of works, products and
machinery.
7 Ensure access to
affordable, reliable,
sustainable and modern
energy for all
1 Energy
consumption and
efficiency
Business model
Sustainable
01 Climate
change:
Reduction of the
business' carbon
footprint
Reduction of the impacts of
operations and the use of new
technologies.
7.2 - By 2030, increase
substantially the share of
renewable energy in the
global energy mix
mobility Investments in research into new
services and products.
Digitisation of business processes.
Develop technologies for
integrated and sustainable
mobility.
CO2emissions and
climate change
Business model
Sustainable
mobility
01 Climate
change:
Reduction of the
business' carbon
footprint
13 Take urgent action to
combat climate change and
its impacts
2 13.2 - Integrate climate
change measures into
national policies, strategies
and planning
Water withdrawal
and consumption
Business model
Sustainable
transport
02 Responsible
resource
management
and the circular
economy
Reduction of the impacts of
operations and the use of new
technologies.
12 Ensure sustainable
consumption and
production patterns
3 Develop technologies for
integrated and sustainable
mobility.
12.2 - Achieve the sustainable
management and efficient use
of natural resources
4 Waste
management and
the circular
economy
Business model
Sustainable
transport
Investments in research into new
services and products.
12.a - Support developing
countries to strengthen their
scientific and technological
capacities to move towards
more sustainable patterns of
consumption and production
Reduction of waste generated:
training and monitoring of the
management of waste and
improved performance.
5 Materials and use
of natural
resources
Business model
Sustainable
transport
12.2 - Achieve the sustainable
management and efficient use
of natural resources
S Social

Material topic Aspect Action area Commitment SDGs
Product and
service quality and
safety
Develop technologies for
integrated and sustainable
mobility.
3 Ensure healthy lives and
promote well-being for all at
all ages
6 3.6 - Halve the number of
global deaths and injuries
from road traffic accidents
Sustainable
transport
business model
Investments in research into new
services and products.
11 Make cities and human
settlements inclusive, safe,
resilient and sustainable
11.2 - Provide access to safe,
affordable, accessible and
sustainable transport systems
for all, improving road safety,
notably by expanding public
transport
Supply chain
management
transport
04 Responsible
business conduct
and human
rights
Promote a culture of quality,
environmental protection and
safety, training, communication
and supplier engagement.
8 Promote sustained,
inclusive and sustainable
economic growth, full and
productive employment and
decent work for all
7 Business model
Sustainable
8.3 - Promote development
oriented policies that support
productive activities, decent
job creation,
entrepreneurship, creativity
and innovation, and
encourage the formalization
and growth of micro-, small
and medium-sized
enterprises, including through
access to financial services
8.8 - Protect labor rights and
promote safe and secure
working environments for all
workers
Attraction and
enhancement of
human resources
Organisational
model and
preliminary
conditions
03 Enhancement
of human
resources
Protection of the health and
psychophysical well-being of
Salcef Group employees
10 Reduce inequality within
and among countries
8 Reduction of risks and the
prevention of occupational
disease and accidents at work.
10.2 Empower and promote
the social, economic and
political inclusion of all,
irrespective of age, sex,
disability, race, ethnicity,
origin, religion or economic or
other status
Promote a culture of quality,
environmental protection and
safety, training, communication
and supplier engagement.
10.3 Ensure equal opportunity
and reduce inequalities of
outcome
A quality working environment.

Material topic Aspect Action area Commitment SDGs
Innovation of equipment and
machinery.
Respect for human rights;
exclusion of any discriminatory
practice; support for equal
opportunities.
9 Working
environment -
Diversity and equal
opportunities
Organisational
model and
preliminary
conditions
03 Enhancement
of human
resources
10 Occupational
health and safety
Organisational
model and
preliminary
conditions
04 Responsible
business conduct
and human
rights
11 Cybersecurity and
privacy
Organisational
model and
preliminary
conditions
Strengthening ICT governance /
protection of privacy and
information security
Not directly related to key
SDGs in terms of Salcef
Group's operations and direct
impacts
G Governance
12 Ethics and integrity
in business
Organisational
model and
preliminary
conditions
05 Sustainability
governance
Strengthening of governance and,
specifically, the governance of
sustainability topics. Please refer
to chapter 2.2 Governance and
responsible business conduct and
related paragraphs.
16 Promote peaceful and
inclusive societies for
sustainable development,
provide access to justice for
all and build effective,
accountable and inclusive
institutions at all levels
16.5 Substantially reduce
corruption and bribery in all
their forms
16.6 Develop effective,
accountable and transparent
institutions at all levels
13 Financial
performance
Organisational
model and
preliminary
conditions
05 Sustainability
governance
Please refer to the "Salcef's
sustainable development strategy
and commitment" paragraph of
Chapter 2.1 Business model and
strategy
General reference to SDG 8
on economic growth /
employment
9 Build resilient
infrastructure, promote
sustainable industrialization
and foster innovation
14 Engagement with
and development
of the local area
Sustainable
transport
Partnerships and collaborations 9.1 - Develop quality, reliable,
sustainable and resilient
infrastructure, including
regional and transborder
infrastructure, to support
economic development and
human well-being, with a
focus on affordable and
equitable access for all.

Material topic Aspect Action area Commitment SDGs
15 Investments -
innovation and
digitisation
Sustainable Develop technologies for
integrated and sustainable
mobility.
9.4 - Upgrade infrastructure
and retrofit industries to make
them sustainable, with
increased resource-use
efficiency and greater
adoption of clean and
environmentally sound
technologies and industrial
processes
transport Invest in research into new
services and products.
technical support
9.a - Facilitate sustainable and
resilient infrastructure
development in developing
countries through enhanced
financial, technological and
Promote a culture of quality,
environmental protection and
safety, training, communication
and supplier engagement

Sustainability performance

Compliance and integrity in business

3-3 Management of material topics
205-1 Operations assessed for risks related to corruption
205-2 Communication and training about anti-corruption policies and procedures
205-3 Confirmed incidents of corruption and actions taken
206-1 Legal actions for anti-competitive behavior, anti-trust, and monopoly practices
207-1 Approach to tax
207-2 Tax governance, control, and risk management
207-3 Stakeholder engagement and management of concerns related to tax
207-4 Country-by-country reporting
418-1 Substantiated complaints concerning breaches of customer privacy and losses of customer data

Anti-corruption procedures

Like in previous reporting periods, there were no episodes reported of active or passive corruption involving Salcef Group directors or employees.

Anti-trust procedures

During the reporting period, there were no episodes and/or commencement of proceedings or legal action against Salcef Group in relation to violations of free competition, monopolistic practices or anti-trust.

Tax transparency

Approach to tax

Salcef Group's approach to tax complies with the content of "Provision 310 - Salcef Group's Code of ethics and conduct" which contains the guiding principles for Salcef Group's business operations, and applies to all those with representative, executive or management functions, or that carry out management and control activities of Salcef, or that cooperate and collaborate with it in the pursuit of its business, all employees, collaborators that work mainly with Salcef Group companies on an ongoing basis, and any party with business relations with Salcef.

The group has not defined a specific tax strategy.

Salcef Group's management bases its conduct on the principles of honesty and lawfulness and on compliance, also in the approach to taxation, with relevant legislation and regulatory provisions in force in the countries in which the group operates. Under no circumstances does Salcef Group pursue or achieve its goals in violation of tax laws.

Salcef Group's objective in relation to taxation is to fulfil its tax obligations (both formal and substantive compliance) completely, correctly and in due time, to minimise the tax risks related to the application of legislative and regulatory provisions governing taxes in force in all countries in which the group operates, including in relation to cases where there are interpretative doubts.

Salcef Group's approach to tax compliance is consistent with the business strategies and the sustainable development of the organisation.

Tax governance, control, and risk management

Salcef Group has a low tax risk. In determining the tax treatment of a particular transaction or activity, it makes reasonable, well-founded and reasoned tax choices and interpretations.

Given the size and complexity of the group's operations, risks may arise in relation to the interpretation of complex tax legislation. These risks are identified and analysed internally and with the support of qualified tax and legal advisors, taking into account the provisions in force in each country in which the group operates.

Salcef Group is supervised by a board of statutory auditors and subject to audit by independent auditors.

Relations with tax authorities (stakeholder)

In line with the content of "Provision 310 - Code of ethics and conduct" adopted by the group, Salcef Group ensures compliance with the applicable laws and the principles of transparency, honesty and correctness in relations with the tax authorities in the countries in which it operates.

Relations with the tax authorities are handled exclusively by the relevant company departments.

The group does not improperly influence, including through third parties, the decisions of the tax authorities of the countries in which it operates. Rather, it aims to maintain open and constructive relations with all relevant tax authorities and to resolve any dispute in a collaborative manner, including through the use of instruments to settle the dispute.

In the event of particular uncertainty as to the tax treatment applicable to significant issues, Salcef Group evaluates whether to avail of instruments to understand the position of the relevant tax authorities in advance.

Salcef Group is not presently subject to the country-by-country reporting rules referred to in article 1.145/146 of Law no. 208 of 28 December 2015 and Council Directive (EU) 2016/881 of 25 May 2016, amending Council Directive 2011/16/EU, as well as the related implementing provisions.

Tax reporting

Salcef Group is not presently subject to the country-by-country reporting rules referred to in article 1.145/146 of Law no. 208 of 28 December 2015 and Council Directive (EU) 2016/881 of 25 May 2016, amending Council Directive 2011/16/EU, as well as the related implementing provisions.

The group's presence in countries other than Italy is exclusively linked to commercial, operating or industrial needs.

Specifically, in those markets where there is a robust tradition and local industry in the railway infrastructure sector and which offer solid future prospects, the group considers setting up subsidiaries with the basis and structure to ensure its organisational and production autonomy (like in Germany and the United States). In markets that do not yet have these features, the group operates via branches which manage the specific contracts or commercial development.

Direct taxation for 2022 totalled €21.8 million (€21.0 million in 2021), 90% of which related to countries of the European Union (94% in 2021) and the remaining 10% to other countries (6% in 2021). These percentages are consistent with the proportion of revenue generated in the two areas (88% and 12%, respectively) and is based on the nominal rate (29%) of the tax jurisdiction which accounts for the greatest portion, Italy, which is higher than the average rate applied in the other jurisdictions. Also in terms of the human resources employed (88% and 12%, respectively), the breakdown is consistent with the tax effects in the two areas.

Moreover, as the group's operations outside of Italy, Germany and the United States involve the execution of individual contracts, direct taxation can vary significantly over time.

Cybersecurity and privacy legislation

In conducting its operations, the group processes personal data, including of a special nature, related to individuals (employees, customers, suppliers, etc.). Accordingly, it is required to comply with the provisions of the GDPR and any other national and/or EU privacy provisions, including, where applicable, those laid down by the Data protection authority.

The group has implemented its own privacy structure pursuant to the provisions of the GDPR, adopting the documentation required by such legislation (e.g., privacy notice, appointment of external data protection officers, designation of persons authorised to process data, etc.).

In 2022 and in the previous reporting periods (2020 and 2021), there were no events entailing data breaches or substantiated complaints concerning breaches of customer privacy and losses of customer data.

Product and service quality and safety

3-3 Management of material topics
416-1 Assessment of the health and safety impacts of product and service categories
416-2 Incidents of non-compliance concerning the health and safety impacts of products and services

In its more than 70 years of operation, Salcef has carried out hundreds of projects worldwide, to ensure safe railway operation, create new connections and contribute to sustainable urban mobility. Salcef has built railway infrastructure in numerous different contexts, from the Arabian desert to the icy north, with each project presenting its own technical and methodological challenge and the chance to consolidate the group's position on the international market.

Quality, respect for the environment, health and social responsibility are fundamental for business operation. In the firm belief that these factors offer added value to the customer, the work itself and to those who use it, Salcef is committed to its objectives of protecting the environment, maximum technical efficiency, legal compliance, optimising the rational use of resources and energy and identifying all risks for people and the local areas.

The group's international nature has also led to an in-depth knowledge of the railway sector's regulations abroad, as well as in Italy and Europe, resulting in increased know-how and offering ways to improve and innovate to make the management model even more solid. Further details are available in the Social Performance Team paragraph.

The integrated policy

Salcef is committed to providing its customers with unrivalled services and the promotion of a culture of quality, respect for the environment and safety, as well as the design, construction and maintenance of works related to the construction and maintenance of railway, tram and metro lines and related civil works, with the supply of the related components, as well as machinery, machines and rolling stock for the construction, renewal and maintenance of infrastructure and the design and production of prefabricated systems for railway infrastructure.

For Salcef Group, environmental protection is a fundamental value for the community and is compatible with company development. Salcef Group is therefore committed to operating in compliance with relevant legislation in its offices and at work sites, applying the best available technologies, in order to facilitate and

design activities that enhance natural resources, preserve the environmental and promote initiatives for widespread environmental protection͘. The group also takes into account the needs of the local communities in which it operates (the areas near the work sites) and contributes to their economic, social and civil development.

Accordingly, the continuous improvement of internal management processes, and operating in compliance with the provisions of the integrated quality, environmental and occupational health and safety systems pursuant to UNI ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018, is fundamental.

The control model and the effectiveness of the policies

Internal audit

Salcef's control model provides for an internal audit department. The internal audit manager checks, both on an ongoing basis and in relation to specific requirements and in compliance with international standards, the operation and the suitability of the internal control and risk management system, via an audit plan approved by the board of directors, based on a structured process of analyses and prioritisation of the key risks.

The objective of the internal audit activity is to assess the effectiveness of the policies adopted by Salcef Group in the various significant areas and to identify improvements.

The internal audit department also prepares regular reports providing information on its activities, the way in which it manages the risks and compliance with the plans established for their containment and control, as part of the audit plan, the reliability of the information systems, including the accounting systems. The internal audit manager is not responsible for any operating area and reports to the board of directors.

Assessment of the policies

The group monitors the effectiveness of its policies, procedures and management systems via internal audits. Specifically, there are three types of audits:

Central and management audits: checks aimed at assessing the central and transversal group processes, checking the correct application of the procedures, information flows and the integrated management system, as well as compliance with the organisational, management and control system pursuant to Legislative decree no. 231/01. The audits are conducted by the parent's internal audit and compliance department which also relies on the support of other central departments and external consultants.

Audits of management systems: audits to check the proper implementation of the management systems applied.

Operational audits on work sites and facilities: audits to check the proper functioning of the operating processes, particularly as relates to safety, the environment and quality. They are mainly conducted by the relevant company's HSE department.

The following graph shows all types of audits performed in the 2020-2022 three-year period:

Central and management audits

These audits related to the topics summarised in the table:

Central and management audits 2020 2021 2022
SG management consultancy 
Procurement management 17 17
Operating finance management
Financial statements closure
Intragroup contracts
Tender and sales management 17
SG sponsorships and contributions 17
Contract management 15
Wages and contributions 17
Gifts and entertainment 15
Keeping of the insider trading register 17

There were five instances of non-compliance and one new requirement or opportunity for improvement in 2022.

Audits of management systems

Audits were carried out on all management systems implemented in the Salcef Group companies in 2022. The following graph shows the management systems audits conducted in the last three-year period:

16 Follow-up audits.

Audits of management systems by year

A total of 54 audits were carried out on management systems in 2022, in line with the previous year. Eight new certifications were obtained by group companies in 2022 (such as the ISO 30415 certifications obtained by Salcef S.p.A., Euro Ferroviaria S.r.l. and Coget Impianti S.r.l.).

There were two instances of non-compliance and 18 observations were made on the following management systems in 2022:

Management systems - instances of non-compliance and observations - 2022

The instances of non-compliance and observations of 2022 on the management systems mainly related to aspects linked to "documentation and communication" and "management of emergencies".

Type of non-compliance and observations - 2022

All these cases are subject to a corrective action plan to be resolved during the year, with an overall improvement on the group's management systems.

Operational audits on work sites and facilities

Operational audits are a control of key importance for the group as they check that all the procedures and the organisation put in place for the performance of the business activities are actually complied with.

The planning and performance of the operational audits has been standardised over time and all the corrective actions taken have gradually improved the process, with a consequent decrease in the critical issues identified, as shown in the following graph:

Operational Audits on worksites and facilities - Criticalities

For 2022, the 83 instances of non-compliance identified have now been resolved or are nearly resolved. They mainly related to aspects linked to contract management, machinery, equipment and systems and documentation and communication.

The impact of products and services on health and safety

As reported in the Quality, safety and environmental impacts chapter below, in line with its integrated quality and safety policy, Salcef operates in full compliance with the law and applies rigorous controls on the impacts its products and services have on health and safety.

In the reporting period, like in 2020 and 2021, there were no significant cases of: a) non-compliance with legislation, regulations or voluntary codes governing the impact of products and services on health and safety; b) non-compliance with regulations and/or self-regulatory codes governing products and services information and labelling.

Environmental impact of products and services

Salcef's integrated policy and, specifically, the ISO 14001 environmental management system which is part thereof, is designed to ensure full compliance with applicable legal provisions and other regulations and international standards regarding the environment, in the pursuit of continuous improvement.

In this context, compliance with environmental regulatory provisions in its operations in the various countries in which it operates is therefore a priority, in order to minimise the environmental impact of products and services (products for infrastructure and the supply of railway services).

The risks related to compliance with environmental regulations and for the use of potentially hazardous substances that could cause environmental and/or other violations of current legislation are identified and managed via a system providing for:

  • A system of company proxies which establish duties, responsibilities and powers for those charged with managing environmental issues.
  • Training for all personnel on legislative issues and matters specific to their role.
  • Alignment of all company procedures and employee conduct with the principles of such legislation.
  • Scheduled regular checks that the procedures are correctly applied and of the training level of personnel, as well as the internal disciplinary system.
  • The implementation of controls over the compliance with environmental legislation of major suppliers and sub-contractors.

• Monitoring that the procedures of the integrated management system and any additional specific procedures for the contract (quality, environmental or other management plans) are correctly applied.

From a different perspective, the activities managed by Salcef which play an important role in the transition to an extensive Sustainable mobility model generate positive impacts both of an environmental and social nature (see the "Sustainability mobility" paragraph in the previous chapter).

Supply chain management

3-3 Management of material topics
204-1 Proportion of spending on local suppliers
308-1 New suppliers that were screened using environmental criteria
308-2 Negative environmental impacts in the supply chain and actions taken
414-1 New suppliers that were screened using social criteria
414-2 Negative social impacts in the supply chain and actions taken

In line with its integrated management system, Salcef Group's processes for supplier screening processes and for the determination of the terms of purchase for goods and services are based on objective and impartial assessments based on quality, price and the assurances provided.

The principles

  • Every Salcef Group17 supplier first undergoes qualification on the basis of their product categories. This may include a range of checks, from documentation and reputation to financial and economic aspects. Supplier qualification is carried out exclusively by the parent's procurement department.
  • Supplier relations are handled through the general purchase conditions. These are standard throughout the entire Salcef Group in order to ensure consistent treatment of the group's various suppliers and companies.
  • Each group company has a dedicated procurement department.
  • The parent's procurement department coordinates the various procurement departments of the subsidiaries and monitors their performance, ensuring uniform and suitable quality levels.

17 With the exception of specific categories of suppliers that do not impact the business or its operations, such as those related to personnel management (hotels, restaurants, travel, etc.).

  • The group companies do not practice or approve of any form of "reciprocity" with suppliers. The goods/services that the company needs are selected and purchased exclusively on the basis of their price and quality.
  • Any negotiations with a current or potential supplier refer exclusively to the goods and services subject to negotiation.
  • The purchasing process is fully integrated into the group's MySalcef ERP system, from the request stage through approval, to the agreement of the contract and related acceptance and subsequent evaluation. This ensures compliance with group procedures and the transparency of the approval process.
  • Those in charge of the purchase of goods and services are independent of the production departments and the person making the request and can therefore not be subject to any form of pressure by suppliers.

The assumption of commitments and the management of relations with current and potential suppliers takes place in compliance with the company's directives on conflict of interest and business operation.

Salcef Group has also decided to comply with the safety, environmental and corporate social responsibility requirements of the relevant international standards. This is not only to set an example of the duty to respect health and safety, the environment and the human rights of workers, but also in order to promote them with its partners and suppliers. To this end, the following documentation has been issued and made available to all relevant parties:

  • Salcef Group's Integrated Policy;
  • Salcef Group's Code of ethics and conduct;
  • Organisational, management and control model pursuant to Legislative decree no. 231/2001;
  • Supplier code of conduct;
  • Regulation governing Salcef Group's supplier qualification system.

The final objective is to encourage a chain reaction of compliance with the standards by partners, suppliers and sub-suppliers, influencing conduct and increasing the ethical-social quality. Salcef Group therefore requires all its suppliers to consistently comply with the ethical, transparency, legality, safety and social and environmental responsibility requirements. These documents are always available and may be consulted on the group's website (https://www.salcef.com/governance-structure/company-documents/).

Supplier code of conduct and regulation governing the supplier qualification system

Salcef Group's management intends to encourage the professional growth of all employees, in compliance with the national laws of the various countries in which it operates, the fundamental principles contained in the Universal declaration of human rights, together with the ILO's eight fundamental conventions as enshrined in the Declaration on fundamental principles and rights at work. The group requires that all suppliers of its supply chain comply with these social responsibility principles. Specifically:

  • Respect for the liberty and dignity of employees and other workers, including the prevention of abuse;
  • Prohibition of child labour;
  • Prohibition of forced labour;
  • Respect for worker health and safety;
  • Respect for the right to freedom of association and collective bargaining;
  • Ban on any form of discrimination, including exclusion or preference based on race, sex, age, religion, political opinion, nationality or social class;
  • Compliance with legislation governing disciplinary measures, wages, working hours and equal pay between the sexes for the same task.

The group has specific contractual clauses to ensure that the employees of any third parties with which the group collaborates (suppliers, consultants, etc.) in the manner and with the limitations established by the company procedures governing the decision-making process, are legally employed in terms of residence permit, expressly requiring a commitment to comply with Salcef Group's Organisational, management and control model and Code of ethics and conduct, and with the fundamental principles contained in the SA 8000 standard on corporate social responsibility.

To ensure the social responsibility policy is implemented in relation to suppliers, group management selects and evaluates suppliers based on their ability to satisfy the requirements of the SA 8000 standard. All critical suppliers are also required to formally accept and comply with the above principles by filling in a questionnaire.

Supplier management cycle

Over the years, Salcef Group has built a robust supplier management system, defining the requirements and procedures to be adopted at each stage.

The process can be compared to a cycle in which everything begins with the qualification stage and checking that suppliers meet the requirements, and this is the basis for the future negotiation, selection and contracting activities. Subsequent monitoring and assessment of performances and their evaluation are some of the elements used to determine whether the supplier's qualification will be renewed and the cycle begins again.

Qualification and check of requirements

Salcef's supplier assessment is governed by the supplier qualification procedure. Suppliers that wish to offer their products/services and be included in the group's supplier qualification system register on the group's website (www.salcef.com) and complete the questionnaire under the suppliers area, providing all information required so that the group can check all requirements are met and complied with.

At the time of registration, the supplier must formally accept:

  • the notice pursuant to Regulation (EU) 2016/679 (the GDPR) on the protection of personal data and the related consent to the processing and communication of their data for the purposes described;
  • the supplier code of conduct;
  • the regulation governing Salcef Group's supplier qualification system.

Salcef Group has established specific criteria for each product category in its supply system, adapting them to the various geographical areas in which it operates.

Based on the documents and information provided and above all their product categories, suppliers are carefully evaluated in relation to the main requirements. These may be:

  • Of a general nature.
  • Environmental (environmental protection, sustainability, etc.).
  • Related to employee health and safety.
  • Ethical (social responsibility, anti-corruption, etc.).
  • Related to financial capacity and soundness.
  • Related to technical– production capacity.
  • Technical (limited to their role, i.e., the main works carried out by the supplier).
  • Related to the company's quality system.
  • Presence of a certified quality, safety and/or environmental management system.
  • Presence of a corporate social responsibility management system.
  • Presence of an organisational, management and control model.
  • Adoption of a code of ethics.

Critical suppliers also undergo more detailed and specific evaluation. The group carries out a due diligence on this category of suppliers using business intelligence systems which analyse public (UN, IMF, etc.) and private (e.g., Bureau van Dijk) databases to produce a detailed report on the supplier. In this case, the main types of information that can be evaluated are:

  • Publicly-available official information (address, contacts and identification data).
  • Financial position and financial performance and performance over time.
  • Credit situation and ratings.
  • Company organisation and structure (owners, managers and ultimate beneficiaries).
  • Industry (ATECO, NACE and NAICS codes).
  • Detailed analysis of managers and shareholders, including parallel and past roles.
  • Presence in countries with high corruption risk (https://www.transparency.it).
  • Presence on public blacklists (terrorism, UN, OFAC and government lists).

  • Presence in tax havens.
  • News and other public communications.
  • Company leaks.

Based on the information provided, the services and the qualification process, the supplier can be classified as: registered (qualification is not necessary, the supplier category is excluded from qualification), qualification pending, qualified, not qualified, suspended or blacklisted.

Each qualified supplier undergoes the qualification process at least every six months, except for a very small number of suppliers that are monitored every twelve months. Excluding those suppliers which are not required to be qualified (suppliers related to personnel management, such as travel, hotels and restaurants), all others must be qualified in order to undertake any commercial relation with Salcef Group. Analysing the 2022 supply chain information, approximately 35% of the suppliers that dealt with the group during the year, accounting for 88% of the total value of the supply chain, was subject to qualification. The remaining part (12% of the total amount spent) relates to suppliers that are not required to be qualified.

In 2022, Salcef Group vetted 2,681 suppliers from 19 different countries. There was a strong prevalence of Italian suppliers (approximately 70% of the suppliers evaluated), followed by those from the United States (around 19%) and German suppliers (some 8%).

Suppliers by qualification status

Critical suppliers vetted

Negotiation and supplier selection

The negotiation and supplier selection stage is particularly important in the suppliers management system. In addition to the ordinary commercial negotiations to obtain the best economic conditions, during this stage, Salcef Group analyses the supplier in terms of their technical, organisational and production capacity so as to always select the most appropriate supplier in each case.

By way of example, this stage includes the analyses of:

  • the price obtained/most advantageous offer;
  • supply times;
  • production unit requirements;
  • supply quality requirements;
  • possession of specific certifications/authorisations required for a specific project; the requirements needed;
  • supplier's score and other evaluations of previous dealings with the supplier;
  • other ratings and weighting coefficients.

Contracting

After the negotiation and selection stage, the group formalises the contract for each supply, using standard general contracts and conditions depending on the type of contract (e.g., supply, transport, rental, subcontract, professional services, etc.).

The current standard contracts are used by all group companies. They were drawn up and checked by senior group personnel involved in corporate responsibility and include a series of clauses which regulate the various aspects of supply. Specific clauses govern extremely important legislative areas such as occupational safety, environmental protection, corporate responsibility, social responsibility, the protection of workers, etc.

As these are very important aspects in our business sector, the contractual clauses covering compliance with environmental and worker health and safety requirements make reference to the following:

  • who are the main people responsible for the contract and who the supplier should contact;
  • information and training of the suppliers' employees on risks and operating procedures;
  • compliance with relevant national and local legislation and Salcef Group's procedures;

  • the preparation and keeping of relevant documentation;
  • the possession of all authorisations required for the activities to be performed;
  • holding, use and maintenance of machinery and machines needed for work activities;
  • correct management of waste and production scraps;
  • knowledge of the emergency procedures.

These aspects are checked and supervised by the Salcef Group personnel in charge of the operating activities and project management.

Violation of these provisions leads to cancellation from the supplier qualification system and the termination of any contracts in place. In all cases of violation, Salcef Group reserves the right to request compensation for damages caused by unlawful conduct.

Check and evaluation of performance

All suppliers in Salcef Group's supplier qualification system are subject to analysis, checks and evaluation against the group's standards. The following are the main areas of evaluation for each supplier:

  • Service quality and quantity.
  • Supply times and delivery methods.
  • Compliance with safety and environmental regulations.

Suppliers are assigned a score based on their performance in the above areas. The supplier's score ranges from 1 to 5 and is used by the procurement department when selecting suppliers for commercial negotiations and when updating the qualification.

During 2022, the performance of 1,401 suppliers was evaluated. In 97.6% of cases, the evaluation was positive (a score ≥ 3) and the average supplier's score for the year was 3.29.

0,00 1,00 2,00 3,00 4,00 5,00 Suppliers Supplier's score Supplier's score distribution

Salcef Group supplies

The total value of Salcef Group supplies came to €366.0 million in 2022.

Most supplies were made in Italy, followed by Germany and the United States, as shown in the graph below.

Salcef Group dealt with 4,608 suppliers in 2021. Analysing the supplier type shows that 76.04% of the amount of the supply chain relates to critical suppliers (see the definition in the "Supply chain management" chapter).

Supply chain value by critical/non-critical supplier

The Track & Light Civil Works business unit is the most important for both of the two main supply categories (supplies and works).

The concentration of suppliers and distributors external to the group is very low: the group's top five and top ten suppliers in 2022 respectively account for 11% and 17% of the value of the supply chain.

Local suppliers

In the group's operations, which mainly involve infrastructure projects at temporary and mobile work sites, the base often moves and this certainly does not facilitate relations with local suppliers. Local suppliers are those from the same country as the group company or branch purchasing the supplies. Despite the challenges due to the nature of its business, where possible, the group seeks to involve local suppliers in its commercial relations, as this offers a range of advantages: the use of local suppliers means the group can minimise transport over long distances and mitigate the related environmental impacts while also achieving economic benefits (see Logistics - transport system emissions (GHG Scope 3)). Moreover, the use of local suppliers offers Salcef an initial contact with new communities and areas.

For some projects the use of local suppliers is governed by specific contractual clauses provided for by the customer, requiring Salcef to use local suppliers for certain categories or for part of the total supplies.

Salcef Group maintained a strong link with the local supply chain in 2022, with an average of 94.51% of its spending with local suppliers. A breakdown by geographical area follows:

Country Total spending
[€]
National suppliers
[€]
% local suppliers
Italy 288,388,216.79 279,303,987.96 96.85%
Germany 29,181,366.17 27,293,331.78 93.53%
United States of America 27,843,232.90 27,411,662.79 98.45%
United Arab Emirates 7,055,111.78 5,223,053.20 74.03%
Saudi Arabia 5,693,534.40 0.00 0.00%
Egypt 4,288,143.85 3,719,887.37 86.75%
Romania 1,655,901.32 1,434,326.36 86.62%
Austria 1,340,052.56 1,161,763.41 86.70%
Norway 302,305.97 156,028.13 51.61%
Australia 127,096.23 127,096.23 100.00%
Croatia 42,548.98 42,548.98 100.00%
Poland 39,785.57 0.00 0.00%
Switzerland 19,811.46 19,811.46 100.00%
Total 365,977,107.98 345,893,497.68 94.51%

Development of the local area and communities

GRI STANDARDS

3-3 Management of material topics

413-1 Operations with local community engagement, impact assessments, and development programs

Partnerships with universities

In the firm belief that the training and preparation of its personnel is key to its business success, Salcef Group has partnered with Italian universities over the years, particularly for the recruitment and selection of specialised technical/engineering middle management roles.

For the fourth year in a row, Salcef Group has partnered with Rome's La Sapienza University for the secondlevel master's programme, "Railway Infrastructure and Systems Engineering", involving some of the leading railway sector companies, first and foremost, Ferrovie dello Stato Group.

Salcef Group has recruited several technical specialists through the master's programme (such as mechanical design engineer, civil engineer and civil design engineer), initially as interns and then with an open-ended contract.

The group also endorses the placement course for professional engineers in the construction infrastructure and oil & gas sectors sponsored by ANCE (the Italian national association of builders) and accredited by The

CPD Certification Service in London. This course has trained junior and senior managers of construction companies in managing business processes and construction site procedures for 20 years.

Salcef Group also has a personnel area on the "Job Soul" website which advertises vacancies within the group, in collaboration with the placement offices of all universities in Lazio.

Lastly, in recent years, the Salcef Group company specialised in the maintenance and production of rolling stock, SRT S.r.l., has partnered with the prestigious Alma Mater Studiorum University in Bologna for two curricular internships for final examination, the first with a civil engineer and the second with a mechanical engineer.

Support of associations and the community

Salcef for the Community of Sant'Egidio

Continuing its support of the Sant'Egidio Community volunteer association, which has helped homeless people in Rome since the early 1980s, Salcef Group funded an "adoption" project in support of the night shelter in Rome. The initiative involves the upgrade of the ten night shelters managed by the association for a total of 149 beds, both to expand the available capacity and to improve energy performance. It also has the goal that each shelter will become fully plastic-free.

As part of the same initiative, Christmas Eve dinner was also provided to all guests of the 10 shelters.

Salcef for Caritas, Rome

As part of the Rome Caritas "The door is always open" initiative helping to accommodate homeless people that have lost the "roof over their heads" and are living on the streets, particularly in the winter months, Salcef Group covered the cost of the production and distribution of panettone cakes at the time of the Christmas 2022 holidays, helping to raise awareness in over 15,000 people and raising funds of around €63 thousand.

Salcef for Telethon

Salcef Group again supported the Telethon Foundation in 2022 with a donation to fund research.

Sustainable Track magazine

Salcef Group inaugurated its Sustainable Track magazine in 2020, dedicated to railway transport and sustainable mobility.

The biannual magazine takes a deep dive into the main rail, logistics and transport issues, key technical innovation and the most important public and private projects and contracts in the world of mobility.

The six editions published to date have included accounts of leading experts both in Italy and abroad, as well as from the business world.

For further information and to consult the magazine:https://www.salcef.com/it/magazine-sustainable-track/

Human resources

3-3 Management of material topics
2-7 Employees
2-8 Workers who are not employees
2-30 Collective bargaining agreements
401-1 New employee hires and employee turnover
401-2 Benefits provided to full-time employees that are not provided to temporary or part-time
employees
401-3 Parental leave
404-1 Average hours of training per year per employee
404-2 Programs for upgrading employee skills and transition assistance programs
404-3 Percentage of employees receiving regular performance and career development reviews
405-1 Diversity of governance bodies and employees
405-2 Ratio of basic salary and remuneration of women to men
406-1 Incidents of discrimination and corrective actions taken

Personnel management, enhancement and development policies

Salcef Group's human resources are essential and valuable to its existence and future development. To enhance the skills and expertise of its employees, Salcef Group adopts criteria of merit and ensures equal opportunities for all.

Salcef Group is also committed to ensuring that authority is exercised fairly and properly, preventing any misuse. The group ensures that authority does not become an exercise of power detrimental to the dignity and autonomy of employees and collaborators in the broadest sense. The work organisational choices safeguard the value of employees and collaborators.

In protecting and promoting the supreme value of the human person, Salcef Group does not tolerate any form of discriminatory behaviour or any form of harassment and/or personal or sexual offence. At each of its companies, the group is committed to providing a working environment which excludes all forms of discrimination and harassment related to ethnicity, sex, religious belief, nationality, age, sexual orientation, invalidity, language, political and trade union views or other personnel characteristics unrelated to work.

The group commenced a process to strengthen its policies in 2022 which, inter alia, led to the drafting of a Diversity, equity and inclusion policy (please refer to the Diversity, inclusion and equal opportunities paragraph). The introduction of an operating procedure offering further assurances to employees in terms of gender recognition and identity is also under evaluation.

Salcef Group ensures the physical and moral integrity of its employees and collaborators, working conditions that are respectful of the dignity of the individual and safe and healthy working environments. Requests or threats aimed at inducing people to act against the law and the group's code of ethics, or conduct harmful to the moral and personal beliefs and preferences of each person, are not tolerated under any circumstances.

Salcef Group categorically rules out the use of child labour (workers under 16 years old) and ensures compliance with this principle, including in relation to personnel provided by temporary employment agencies.

Salcef Group does not use or support the use of forced labour. The work carried out by all personnel is entirely voluntary and no-one is the victim of threats or other intimidations that in any way forces them to provide their services to the group. Moreover, at the time of recruitment, Salcef Group always applies the sector-specific National collective labour agreement or its equivalent abroad. In the case of foreign workers, these contracts are translated into the worker's native tongue. At the time of hiring, each worker is informed on the procedures for handing in their resignation and about the group's main rules of conduct.

In the reporting and previous periods, there were no episodes of discrimination based on geographical origin, gender, religion, political opinion, national origin or social background, or other forms of discrimination involving internal and/or external stakeholders.

Selection and recruitment

Salcef Group bases its efficiency and competitiveness on the communication abilities and soft skills, motivation, flexibility, technical expertise, ability to analyse and identify priorities, willingness to take responsibility, reliability, ability to work in a team, professional goals, knowledge and engagement of its employees, and the group supports the professional development of its people. These values are the founding criteria of the recruitment and selection process, formalised in a specific procedure used throughout the group. The results of the selection procedure are also recorded in specific forms to ensure process transparency and accountability.

Salcef for the Future

Salcef Group continued the "Salcef for the Future" project in 2022, a two-year professional placement pathway for young engineers designed to attract new recruits to the railway infrastructure sector who could cover future key roles in our group.

At the date of preparation of this document, the general/motivational and technical interview process has led to the recruitment of four resources, including two in the Track & Light Civil Works business unit and two in the Energy, Signalling & Telecommunication business unit.

The selection process will continue in 2023 for the recruitment of additional young candidates.

Naturally, recruits are offered professional development opportunities and a suitable remuneration policy which provides for promotions and salary increases consistent with the professional skills acquired.

Performance management and incentive systems

The performance management process is a cornerstone in the management of Salcef Group's human resources, as it responds to the need for a structured relationship between the employees and the group and fulfils the requirements and expectations of the parties involved.

The first key element of the performance management process is the sharing with all group personnel of the strategic objectives, which are renewed and defined annually, tailoring them to the various positions and associating them with individual performance expectations.

The method not only places emphasis on the objectives but also on competencies and conduct, with the aim of clarifying Salcef Group's cultural model and to support the growth process, ensuring that the founding values are preserved despite the growth in the organisation's size and complexity. In line with the group's values, the competencies assessed are: correctness and transparency, sense of belonging, respect, results orientation, time management, problem solving, autonomy, perseverance, interpersonal communication, economic awareness, customer orientation, creativity and innovation, integration and cooperation, aptitude for learning, flexibility and leadership.

A further objective of the performance management process is to provide Salcef Group managers with a robust tool for the management of relations with their collaborators, based on objective evaluation criteria but also characterised by occasions to pinpoint areas for improvement and the continuous improvement of technical competencies and soft skills.

As part of the performance management process, Salcef Group has adopted various incentive systems for managers since 2021, as summarised below:

Incentive system Beneficiary Features
Variable remuneration - Chairperson
and CEO
Executive chairperson and CEO Cash-settled
variable
short
term (STI) and long-term (LTI)
remuneration
Variable LTI remuneration for key
management personnel
Key management personnel Variable equity-settled long
term remuneration (LTI), 60%
of which is granted up-front
and the remaining 40% vesting
after three years
Management by objectives (MBO) Key managers, senior managers and
any managers strategic to the group's
development and organisation.
Variable
short-term
remuneration (STI) with a cash
settled component (75%) and
an equity-settled component
(25%), with the latter granted in
two instalments vesting after
one and two years.

Even though the incentive instruments are different, they are part of the same incentive policy that has the aim of formally and clearly communicating the performance objectives for each year and focussing the efforts of employees towards their achievement. Specifically, the multiple aims of this policy are:

  • pursuing the group's sustainable success;
  • attracting, retaining and motivating employees with the expertise and professionalism required by their role in the group; further developing policies to attract managerial and professional talents to continue to develop and strengthen the group's distinctive key competencies;
  • further developing the retention policies for key group resources to incentivise them to remain with the group;
  • linking the remuneration of key group resources to the group's results and the value created;
  • steering key group resources towards the pursuit of short-medium and long-term results by virtue of the performance targets for the allocation of the variable component of remuneration;
  • effectively linking the group's short- and medium-term results with a view to the creation of sustainable value.

The system is based on individual performance objectives assigned to the beneficiary and the amount of the incentive is based on their achievement. The performance objectives used are different and account for different percentages depending on the managerial profile of the role. They cover various areas, including occupational health and safety, the environment, the organisation of human resources and related social aspects and it is through these objectives that the group also intends to disseminate a culture of sustainability

and to share its strategy in this regard. The following table shows the areas of the objectives, with some examples of indicators.

Area Indicators used
Economic –
financial
EBITDA
Revenue
Process/product innovation Progress
on
specific
projects/initiatives
involving
the
beneficiary, evaluation of the beneficiary's commitment and
completion of the processes
Occupational health and safety Consolidated injury rate
Environmental Energy
intensity
(both
total
and
for
fuel
or
electricity
consumption)
Human Resources and Social Untaken holidays
factors Overtime
Average training hours

Each performance objective assigned is personalised and tailored to each beneficiary, depending on their position, expertise and actual involvement in the group's development and organisation. The indicators actually used may therefore refer to the entire group, specific companies or geographical areas, or to specific organisational areas (e.g., business units, operating units, central units or sales area).

For further information on the remuneration policy and incentive system, please consult the "Remuneration" page of Salcef's website:https://www.salcef.com/governance-structure/remuneration/.

Remote working

In 2022, 5,312 days were worked remotely within the group, distributed by business unit as shown in the following diagram:

Employees

As reported in the Methodological note, the tables in this section do not include the 391 workers related to the group company, Francesco Ventura Costruzioni Ferroviarie S.r.l., acquired on 23 December 2022.

Middle East

For completeness of information, the following table alone reports the total number of employees, including those related to Francesco Ventura Costruzioni Ferroviarie S.r.l..

2020 2021 2022
Number of employees at year end 1,409 1,929

The data confirm the group's growth in the last three-year period. The total number of employees rose by 520, or 53.3%. This large increase is the combined effect of the organic growth in personnel and the contribution of the companies acquired during the period, of which Francesco Ventura Costruzioni Ferroviarie is the largest.

When the tables in this section make reference to employees, those from other categories which are not material for Salcef Group are not included. The Other workers paragraph provides details of the group's temporary workers.

Employees by gender

At 31 December 2022, in the absence of a formalised dedicated data collection and management procedure, information on employee gender composition comprises the male/female categories. The data presented are based on the personal data available. To date, no communications have been received from employees stating they do not identify as these genders or expressing a desire to refrain from communicating their gender identification, or that they identify as a different gender to their assigned gender.

Given the nature of the group's activities, characterised by a high degree of manual and physical labour, the male gender is decidedly the more represented gender, accounting for 93% of the group's workforce in 2022. Nevertheless, the number of women rose by 28% in the year, from 79 employees at the end of 2021 to 101 at the end of 2022, accounting for 7% of the total.

Employees 2020 2021 2022
women men total women men total women men total
Number of employees
at year end
62 1,196 1,258 79 1,330 1,409 101 1,437 1,538
White collars and 2020 2021 2022
other workers women men total women men total women men total
Percentage of
employees at year end
5% 95% 100% 6% 94% 100% 7% 93% 100%

Employees by contract type and gender

The most frequent type of contract is open-ended (80% of the total in 2022) and is substantially stable over the three-year period.

Contract type 2020 2021 2022
women men total women men total women men total

Open-ended 53 946 999 64 1,091 1,155 80 1,158 1,238
Fixed-term 9 250 259 15 239 254 21 279 300
Total 62 1,196 1,258 79 1,330 1,409 101 1,437 1,538
Contract type (%) 2020 2021 2022
women men total women men total women men total
Open-ended 4.0% 75.0% 79.0% 4.5% 77.4% 82.0% 5.2% 75.3% 80.5%
Fixed-term 1.0% 20.0% 21.0% 1.1% 17.0% 18.0% 1.4% 18.1% 19.5%
Total 5.0% 95.0% 100.0% 5.6% 94.4% 100.0% 6.6% 93.4% 100.0%

Employees by type of position and gender

Part-time positions are rare and almost all the group's workers have full-time positions.

Type of position1 2020 2021 2022
women men total women men total women men total
Full-time 52 1,187 1,239 67 1,321 1,388 95 1,431 1,526
Part-time 10 9 19 12 9 21 6 6 12
Total 62 1,196 1,258 79 1,330 1,409 101 1,437 1,538

Employees by type of position and geographical segment

The "open-ended" contract is the main one in Italy, while this varies significantly in the other geographical segments. Fixed-term contracts are generally used for project-based workers hired for a specific contract.

Contract type Open-ended Fixed-term Total
Italy 2020 734 198 932
2021 757 204 961

2022 923 229 1,152
Eastern Europe 2020 51 16 67
2021 48 19 67
2022 48 10 58
Middle East 2020 16 13 29
2021 4 29 33
2022 6 19 25
North Africa 2020 - 28 28
2021 41 1 42
2022 - 41 41
North America 2020 137 - 137
2021 129 - 129
2022 121 - 121
Western Europe 2020 61 4 65
2021 176 1 177
2022 140 1 141
Total 2020 999 259 1,258
2021 1,155 254 1,409
2022 1,238 300 1,538

Other workers

Salcef Group only makes use of temporary workers in limited cases and, as can be seen in the following table, they are used to a limited extent only in certain geographical areas by the relevant companies. The temporary workers are used to cover intermittent peaks of work and in compliance with signed trade union agreements.

The group does not have other worker categories other than temporary workers.

At year end, the group has 59 temporary workers accounting for less than 4% of the total and an insignificant number.

Country Temporary workers at 31/12/2022
Germany 1
Italy 58

Trade unions and collective bargaining

Salcef Group guarantees its employees the right to collective bargaining and freedom of association and it has taken all the necessary measures to comply with the SA 8000 requirements. In the geographical areas in which the group operates, there are no situations in which freedom of association and collective bargaining are impeded (thanks to national legislation). All workers are therefore free to form, join and organise trade unions of their choice and to bargain collectively with the group.

In Italy, Salcef Group applies the applicable National collective labour agreement and all legislative provisions applicable to contractual relations with employees/collaborators in managing contractual relations with all workers. Specifically, the national collective labour agreements used to date in the various sectors are: metalworkers, construction, bricklayers and industrial managers.

Most of the countries abroad in which the group operates have national collective labour contracts, with the exception of Egypt, Romania, Saudi Arabia and the United Arab Emirates. In these cases, Salcef Group ensures conditions comply with local regulations and group policies.

The total percentage of employees covered by collective bargaining agreements as of 2022 is 92.0%. The figures for the 2020-2022 three-year period are set out below:

Employees covered by collective
bargaining agreements
2020 2021 2022
Employees covered (number) 1,138 1,272 1,415
% of total for the period 90.5% 90.3% 92.0%

Diversity, inclusion and equal opportunity

Salcef Group drafted a specific Diversity, equity and inclusion policy in 2022 to strengthen its commitment in this area and to promote diversity within the group, in line with SDG 5 (Gender equality) and SDG 10 (Reduced inequalities). Via the policy, the group undertakes to:

  • Enhance diversity and inclusion across all group departments and operating areas, encouraging a supporting, diversified and inclusive environment for all employees and stakeholders.
  • Increase knowledge and raise awareness of the issues dealt with in this policy through dedicated training programmes.

• Encourage diversity, equal opportunity and inclusion throughout the value chain, working with the group's customers, suppliers, commercial partners and local communities to ensure the policy's implementation.

The policy will be approved and become operational in 2023. It is available for consultation on the "Company documents" page of Salcef's website at: https://www.salcef.com/governance-structure/companydocuments/.

Diversity is analysed in the following sections by gender and age for four categories: managers, junior managers, white collars and blue collars. No other significant types of diversity have been identified. Each of the following tables presents the data in numbers and percentages.

Employees by category and gender

Given the nature of the activities carried out by the group, blue collar workers are the largest category (69.1% of the total). The natural consequence of this, as stated previously, is that the company workforce is mostly made up of males (98.5% of the blue collars). Women account for 21.8% of the group's white collars, which increased in the reporting period.

Category 2020 2021 2022
women men total women men total women men total
Managers 1 35 36 2 41 43 3 47 50
Junior
managers
3 51 54 4 60 64 4 63 67
White
collars
45 204 249 66 241 307 78 280 358
Blue collars 13 906 919 7 988 995 16 1047 1063
Total 62 1,196 1,258 79 1,330 1,409 101 1,437 1,538
Category 2020 2021 2022
women men total women men total women men total
Managers 0.1% 2.8% 2.9% 0.1% 2.9% 3.1% 0.2% 3.1% 3.3%
Junior
managers
0.2% 4.1% 4.3% 0.3% 4.3% 4.5% 0.3% 4.1% 4.4%
White
collars
3.6% 16.2% 19.8% 4.7% 17.1% 21.8% 5.1% 18.2% 23.3%
Blue
collars
1.0% 72.0% 73.1% 0.5% 70.1% 70.6% 1.0% 68.1% 69.1%
Total 4.9% 95.1% 100.0% 5.6% 94.4% 100.0% 6.6% 93.4% 4.9%

Employees by category and age group

This indicator was fairly stable in the 2020-2022 three-year period. For all four categories analysed, the most common age group is from 30 to 50 years of age (accounting for more than 50% in the years analysed). Another key diversity factor is the presence of employees up to 29 years of age, which increased 2% on 2021.

Employee
category1
2020 2021 2022
Up to
29
From
30 to
50
Over
50
total Up to
29
From
30 to
50
Over
50
total Up to
29
From
30 to
50
Over
50
total
Managers - 18 18 36 - 18 25 43 - 24 26 50
Junior
managers
1 30 23 54 1 47 16 64 1 39 27 67
White
collars
37 164 48 249 42 222 43 307 62 222 74 358

Blue
collars
173 466 280 919 173 545 277 995 206 567 290 1,063
Total 211 678 369 1,258 216 832 361 1,409 269 852 417 1,538
Employee
category1
2020 2021 2022
Up to
29
From
30 to
50
Over
50
total Up to
29
From
30 to
50
Over
50
total Up to
29
From
30 to
50
Over
50
total
Managers 0.0% 1.4% 1.4% 2.9% 0.0% 1.3% 1.8% 3.1% 0.0% 1.6% 1.7% 3.3%
Junior
managers
0.1% 2.4% 1.8% 4.3% 0.1% 3.3% 1.1% 4.5% 0.1% 2.5% 1.8% 4.4%
White
collars
2.9% 13.0% 3.8% 19.8% 3.0% 15.8% 3.1% 21.8% 4.0% 14.4% 4.8% 23.3%
Blue
collars
13.8% 37.0% 22.3% 73.1% 12.3% 38.7% 19.7% 70.6% 13.4% 36.9% 18.9% 69.1%
Total 16.8% 53.9% 29.3% 100.0% 15.3% 59.0% 25.6% 100.0% 17.5% 55.4% 27.1% 100.0%

Employees by age group and gender

As stated earlier, this indicator also tended to be fairly stable in the three-year period analysed. The most common age group is from 30 to 50 years of age for both women and men.

Age group1 2020 2021 2022
women men total women men total women men total
Up to 29 11 202 213 12 204 216 19 250 269

Age group1 2020 2021 2022
women men total women men total women men total
From 30 to 50 37 645 682 52 780 832 60 792 852
Over 50 14 349 363 15 346 361 22 395 417
Total 62 1,196 1,258 79 1,330 1,409 101 1,437 1,538
Age group 2020 2021 2022
(%)1 women men total women men total women men total
Up to 29 0.9% 16.1% 16.9% 0.9% 14.5% 15.3% 1.2% 16.3% 17.5%
From 30 to 50 2.9% 51.3% 54.2% 3.7% 55.4% 59.0% 3.9% 51.5% 55.4%
Over 50 1.1% 27.7% 28.9% 1.1% 24.6% 25.6% 1.4% 25.7% 27.1%
Total 4.9% 95.1% 100.0% 5.6% 94.4% 100.0% 6.6% 93.4% 100.0%

New hires and turnover

New hires by age group and gender

Salcef Group's new hires increased over the 2021-2022 two-year period compared to 2020, reflecting the group's steady growth. The over 50 age group accounted for most new hires in the period (48%), followed by the up to 29 age group (39%). New hires grew steadily in this age group over the 2020-2022 three-year period, going from 31% in 2020 to 39% in 2022.

2020 2021 2022
Age group women men total women men total women men total
Up to 29 3 74 77 9 106 115 12 147 159
From 30 to 50 5 130 135 20 288 308 2 49 51
Over 50 2 38 40 3 73 76 16 180 196
Total 10 242 252 32 467 499 30 376 406
2020 2021 2022

women men total women men total women men total

Age group (%)

Up to 29 1.0% 29.0% 31.0% 1.8% 21.2% 23.0% 3.0% 36.2% 39.2%
From 30 to 50 2.0% 52.0% 54.0% 4.0% 57.7% 61.7% 0.5% 12.1% 12.6%
Over 50 1.0% 15.0% 16.0% 0.6% 14.6% 15.2% 3.9% 44.3% 48.3%
Total 4.0% 96.0% 100.0% 6.4% 93.6% 100.0% 7.4% 92.6% 100.0%

New hires by age group and geographical segment

Most new hires took place in Italy where the group has most of its facilities and activities.

Age group Up to 29 From 30 to 50 Over 50 Total
Italy 2020 51 99 22 172
2021 63 138 40 241
2022 122 130 30 282
Eastern Europe 2020 5 9 1 15
2021 5 29 13 47
2022 2 1 1 4
Middle East 2020 6 6 1 13
2021 1 12 1 14
2022 2 2 - 4
North Africa 2020 9 46 3 58
2021 3 8 - 11
2022 - - - -
North America 2020 5 6 4 15
2021 27 36 14 77
2022 14 32 13 59
Western Europe 2020 10 15 12 37
2021 10 47 5 62
2022 16 23 7 46
Total 2020 77 135 40 252
2021 115 308 76 499
2022 159 196 51 406
Age group
(%)
Italy Eastern
Europe
Middle East North Africa North
America
Western
Europe
Total
-- ------------------ ------- ------------------- ------------- -------------- ------------------ ------------------- -------

2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022
Up to 29 20% 13% 30% 2% 1% 0% 2% 0% 0% - 2% 1% 2% 5% 3% 4% 2% 4% 31% 23% 39%
From 30 to
50
39% 28% 32% 4% 6% 0% 2% 2% 0% - 9% 2% 2% 7% 8% 6% 9% 6% 54% 62% 48%
Over 50 9% 8% 7% - 3% 0% - 0% 0% - 1% 0% 2% 3% 3% 5% 1% 2% 16% 15% 13%
Total 68% 48% 69% 6% 9% 1% 5% 3% 1% - 12% 3% 6% 15% 15% 15% 12% 11%100%100%100%

Resignations/dismissals by age group and gender

Most resignations/dismissals were in the 30 to 50 age group.

Age 2020 2021 2022
group women men total women men total women men total
Up to 29 1 37 38 8 114 122 6 86 92
From 30
to 50
5 71 76 10 205 215 9 149 158
Over 50 - 47 47 2 109 111 2 72 74
Total 6 155 161 20 428 448 17 307 324
Age 2020 2021 2022
group
(%)
women men total women men total women men total
Up to 29 1.0% 29.0% 30.0% 1.8% 25.4% 27.2% 1.9% 26.5% 28.4%
From 30
to 50
2.0% 52.0% 54.0% 2.2% 45.8% 48.0% 2.8% 46.0% 48.8%
Over 50 1.0% 15.0% 16.0% 0.4% 24.3% 24.8% 0.6% 22.2% 22.8%
Total 4.0% 96.0% 100.0% 4.5% 95.5% 100.0% 5.2% 94.8% 100.0%

Resignations/dismissals by age group and geographical segment

Analysing the resignations/dismissals data by geographical segment, like for new hires, most resignations/dismissals were in Italy.

Italy Eastern Europe Middle East North Africa North America Western Europe Total
-- -- ------- ---------------- ------------- -------------- --------------- ---------------- ------- --

Age
group
2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022
Up to
29
28 61 48 2 5 2 4 5 4 - 8 4 3 26 20 1 17 14 38 122 92
From
30 to
50
53 98 75 4 31 4 4 4 10 - 34 5 8 38 34 7 10 30 76 215 158
Over
50
33 53 37 2 11 4 - 1 - - 2 1 6 21 10 6 23 22 47 111 74
Total 114 212 160 8 47 10 8 10 14 - 44 10 17 85 64 14 50 66 161 448 324
Age group (%) Italy Eastern
Europe
Middle East North Africa North
America
Western
Europe
Total
2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022
Up to 29 17% 14% 15% 1% 1% 1% 2% 1% 1% - 2% 1% 2% 6% 6% 1% 4% 4% 24% 27% 28%
From 30 to
50
33% 22% 23% 2% 7% 1% 2% 1% 3% - 8% 2% 5% 8% 10% 4% 2% 9% 47% 48% 49%
Over 50 20% 12% 11% 1% 2% 1% - 0% 0% - 0% 0% 4% 5% 3% 4% 5% 7% 29% 25% 23%
Total 71% 47% 49% 5% 10% 3% 5% 2% 4% - 10% 3% 11% 19% 20% 9% 11% 20%100%100%100%

Reasons for resignation/dismissal by gender

The main reason for resignation/dismissal is "Voluntary departure", followed by "Other", which mainly relates to those contracts that are not renewed due to the completion of projects.

Reason
for
2020 2021 2022
resignation/dismissal women men total women men total women men total
Voluntary departure 4 59 63 5 103 108 9 155 164
Retirement - 17 17 - 15 15 - 15 15
Dismissal 1 29 30 3 104 107 1 55 56
Other 1 50 51 12 206 218 7 82 89
Total 6 155 161 20 428 448 17 307 324

Turnover by gender

Overall, the rate of new hires is always higher than the rate of resignations/dismissals, a further sign of strong growth also in the area of human resources. Moreover, the overall turnover rate for 2022 confirms that the number of new hires is around 6% higher than resignations/dismissals, which is higher than in 2021.

Turnover 2020 2021 2022
women men total women men total women men total
Negative turnover
(resignations/dismissals)
14.0% 16.2% 16.1% 32.3% 35.8% 35.6% 7.6% 23.1% 23.0%
Positive turnover (new
hires)
23.3% 25.4% 25.3% 51.6% 39.0% 39.7% 38.0% 28.3% 28.8%
Overall turnover 9.3% 9.1% 9.1% 19.4% 3.3% 4.1% 30.4% 5.2% 5.8%

Negative turnover (resignations/dismissals) by geographical segment and age group

The negative turnover figures reflect that already discussed for resignations/dismissals by geographical segment and age group: the highest figure relates to Italy, where most of the employees are located. Compared to 2021, negative turnover decreased from 35.6% to 23.0% in 2022.

Age group Italy Eastern
Europe
Middle East North Africa North
America
Western
Europe
Total
2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022
Up to 29 2.8% 4.8% 3.4% 0.2% 0.4% 0.1% 0.4% 0.4% 0.3% - 0.6% 0.3% 0.3% 2.1% 1.4% 0.1% 1.4% 1.0% 3.8% 9.7% 6.5
%
From 30 to 50 5.3% 7.8% 5.3% 0.4% 2.5% 0.3% 0.4% 0.3% 0.7% - 2.7% 0.4% 0.8% 3.0% 2.4% 0.7% 0.8% 2.1% 7.6% 17.1
%
11.2
%
Over 50 3.3% 4.2% 2.6% 0.2% 0.9% 0.3% - 0.1% 0.0% - 0.2% 0.1% 0.6% 1.7% 0.7% 0.6% 1.8% 1.6% 4.7% 8.8% 5.3
%
Total 11.4
%
16.9
%
11.4% 0.8% 3.7% 0.7% 0.8% 0.8% 1.0% - 3.5% 0.7% 1.7% 6.8% 4.5% 1.4% 4.0% 4.7% 16.1
%
35.6
%
23.0
%

Positive turnover (resignations/dismissals) by geographical segment and age group

The positive turnover figures reflect that already discussed for new hires by geographical segment and age group.

Italy Eastern
Europe
Middle East North Africa North
America
Western
Europe
Australia Total
Age group 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022

2020

Up to 29 5.1% 5.0% 8.7% 0.5
%
0.4
%
0.1
%
0.6
%
0.1
%
0.1
%
- 0.7
%
0.2
%
0.5
%
2.1
%
1.0
%
1.0% 0.8% 1.1% 0.0
%
0.0
%
7.7% 9.1% 11.3
%
From 30 to
50
9.9% 11.0
%
9.2% 0.9
%
2.3
%
0.1
%
0.6
%
1.0
%
0.1
%
- 3.7
%
0.6
%
0.6
%
2.9
%
2.3
%
1.5% 3.7% 1.6% 0.0
%
0.0
%
13.5
%
24.5
%
13.9
%
Over 50 2.2% 3.2% 2.1% 0.1
%
1.0
%
0.1
%
0.1
%
0.1
%
0.0
%
- 0.2
%
0.0
%
0.4
%
1.1
%
0.9
%
1.2% 0.4% 0.5% 0.0
%
0.0
%
4.0% 6.0% 3.6%
Total 17.3
%
19.2
%
20.0
%
1.5
%
3.7
%
0.3
%
1.3
%
1.1
%
0.3
%
- 4.6
%
0.8
%
1.5
%
6.1
%
4.2
%
3.7
%
4.9
%
3.3
%
0.0
%
0.0
%
0.0
%
25.3
%
39.7
%
28.8
%

Overall turnover (resignations/dismissals) by geographical segment and age group

In the reporting period, there was a positive turnover in the up to 29 years and in the 30 to 50 years age groups. There was a slightly negative turnover in the over 50 age group.

Age group Italy Eastern
Europe
Middle East North Africa North America Western
Europe
Total
2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022 2020 2021 2022
Up to 29 2.3% 0.2% 5.3% 0.3% 0.0% 0.0% 0.2% -0.3% -0.1% - 0.1% -0.1% 0.2% 0.1% -0.4% 0.9% -0.6% 0.1% 3.9% -0.6% 4.8%
From 30 to
50
4.6% 3.2% 3.9% 0.5% -0.2% -0.2% 0.2% 0.6% -0.6% - 1.0% 0.2% -0.2% -0.2% -0.1% 0.8% 2.9% -0.5% 5.9% 7.4% 2.7%
Over 50 -1.1% -1.0% -0.5% -0.1% 0.2% -0.2% 0.1% 0.0% 0.0% - 0.1% -0.1% -0.2% -0.6% 0.2% 0.6% -1.4% -1.1% -0.7% -2.8% -1.6%
Total 5.8% 2.3% 8.7% 0.7% 0.0% -0.4% 0.5% 0.3% -0.7% - 1.1% 0.1% -0.2% -0.6% -0.4% 2.3% 1.0% -1.4% 9.1% 4.1% 5.8%

Parental leave

All Salcef Group employees have the right to parental leave. The trend of people taking parental leave increased over the three-year period. The 2022 figures show that all employees returned to work after taking parental leave.

Parental leave 2020 2021 2022
women men total women men total women men total
No. of employees entitled to
parental leave
62 1,196 1,258 79 1,330 1,409 101 1,437 1,538
No. of employees that took leave 3 3 6 5 19 24 8 20 28
No. of employees that returned
to work in the reporting period
after taking leave
2 3 5 4 16 20 8 20 28

No. of employees that returned
to work after taking leave that
are still with the group in the 12
months after returning
1 3 4 2 16 18 5 14 19
Rate of return to work 67% 100% 83% 80% 84% 83% 100% 100% 100%
Retention rate 50% 100% 80% 50% 100% 90% 100% 74% 79%

Basic salary and remuneration

In all the countries where there are national collective labour agreements, the amount Salcef Group pays its employees is determined in line with these contracts, which guarantee both minimum remuneration for the various employee categories and regular increases in the basic remuneration. Also in those countries where there is no national labour agreement law, the salary and remuneration are in line with the national average. For details of the application of the national collective labour contracts, see the Trade unions and collective bargaining paragraph.

In addition to complying with the national collective labour agreements, the group as a whole adopts a remuneration policy which applies meritocratic principles to the fixed and variable components of remuneration, resulting in remuneration levels higher than those of the minimum levels established by the national contracts. Salcef Group has also introduced a productivity bonus which is paid to all employee categories in January, with the exception of management which is subject to the MBO system (see Performance management and incentive systems).

Analysing both the basic salary and total remuneration figures set out in the following tables, with a few exceptions, the amounts received by the group employees rose steadily over 2020, 2021 and 2022, both by gender and category. The few exceptions, where present, are mainly due to turnover, which also impacts average salaries and total remuneration.

The comparison of remuneration and salary by gender, excluding managers, shows female employees have slightly lower earnings. However, it is difficult to make a comparison, as female employees are generally more recent hires and they have therefore had fewer seniority-linked salary increases and lower starting levels than the averages for male employees, who have sometimes had over a decade's work experience.

Finally, comparing basic salary and remuneration (which includes variable remuneration) shows that the categories with the greatest difference between salary and remuneration are, on the one hand, senior

positions (managers and junior managers) and, on the other, blue collars, who receive various variable remuneration items (overtime, extra pay for night shifts, holiday bonuses, etc.).

Basic 2020 2021 2022
salary Women Men % Women Men % Women Men %
Managers 148,283 113,043 131% 136,739 121,233 113% 132,280 130,993 101%
Junior
managers
78,576 88,216 89% 46,550 67,130 69% 71,334 74,684 96%
White
collars
32,583 31,391 104% 33,842 45,068 75% 37,154 38,293 97%
Blue collars 20,514 33,176 62% 23,792 29,381 81% 12,041 29,543 41%
Remuneration 2020 2021 2022
Women Men % Women Men % Women Men %
Managers 280,680 130,886 214% 184,316 128,184 144% 155,761 150,278 104%
Junior
managers
81,037 112,592 72% 60,577 70,264 86% 90,876 83,835 108%
White collars 34,623 35,056 99% 34,769 49,461 70% 39,520 44,002 90%
Blue collars 28,579 38,037 75% 23,792 39,989 59% 14,159 45,449 31%

Training and development

Salcef Group has a well-structured training system designed for the overall management of training requirements and continuous improvement. Training is essential to maintaining a competitive edge and is fundamental to tackling issues connected with technological and organisational innovation.

The process helps focus on the actual training needs, the planning and roll-out of activities that respond to real needs and also offers methodologies and instruments to develop and monitor a group training plan which takes into account training needs, the analysis of actual training requirements, the definition of a training plan and the evaluation of training activities.

Within Salcef Group, the human resources department is responsible for coordinating training for the parent and its subsidiaries and it establishes the training requirements for the group's positions. The training process is managed through the group's ERP system, MySalcef, which ensures proper monitoring and control. The software contains an inventory of all the group's training initiatives (110 different training courses grouped into five types).

Moreover, the software identifies all the tasks performed within the group (more than 120), along with the training, medical check-ups and personal protective equipment required for each one. In this way, the actions to be taken are immediately apparent to new employees or employees that change roles and the alerts and emails notifying all personnel involved in training of deadlines makes monitoring easier and more streamlined.

Training is provided by the group during working hours by internal instructors or specialised consulting companies, as appropriate. There is usually a test on the material covered at the end of each training session.

As well as the quantitative data shown below, there is a large amount of training which is "not tracked" by the system, involving work site training and information. This type of training is formalised in a specific report and involves all site workers for about one hour. It is provided for each new contract or task or when a new worker joins the production team. The goal of this activity is to inform and raise awareness in operating personnel of the specific risks of the work site.

Training provided

The total and average per capita training hours provided for each year of the 2020-2022 three-year period are shown below. The different types of training are also analysed.

Total training hours by category and gender

In the 2020-2022 three-year period, Salcef Group provided over 109,000 training hours. In 2022, 36,214 hours of training were provided. The decrease on 2021 is mainly due to the different timing of updates/renewals and of certain technical-specialist training courses.

Category 2020 2021 2022
women men total women men total women men total
Managers 1 519 520 - 420 420 8 226 234
Junior
managers
63 1,299 1,362 - 1,047 1,047 16 1,674 1,690
White
collars
580 3,458 4,038 602 6,025 6,627 1,347 4,703 6,050
Blue
collars
30 23,798 23,828 11 35,797 35,808 55 28,186 28,241
Total 674 29,074 29,748 613 43,289 43,902 1,426 34,788 36,214

Average training hours by category and gender

The average training hours show that employees received approximately 24 training hours per capita in both 2020 and 2022, while this figure rose to 31 hours of training per capita in 2021.

Taking into account the training linked solely to professional qualifications and occupational health and safety, blue collar workers are the main recipients of group training initiatives.

Category 2020 2021 2022
women men total women men total women men total
Managers 1.00 14.83 14.44 - 10.24 9.77 2.67 4.81 4.68
Junior
managers
22.98 25.56 25.43 - 17.45 16.36 4.00 26.56 25.22

White
collars
12.81 16.94 16.19 9.12 25.00 21.59 17.26 16.80 16.90
Blue
collars
2.31 26.27 25.93 1.57 36.23 35.99 3.44 26.92 26.57
Total 10.87 24.31 23.65 7.76 32.55 31.16 14.11 24.21 23.55

Total health and safety training hours by category and gender

Occupational health and safety training is Salcef Group's largest category in terms of hours provided. A total of 50,978 health and safety training hours was provided in the 2020-2022 three-year period, which alone accounts for over half the total training hours provided by the group in the period.

Category 2020 2021 2022
women men total women men total women men total
Managers - 349 349 - 161 161 7 51 58
Junior
managers
51 800 851 - 610 610 15 319 334
White
collars
469 2,131 2,600 391 3,408 3,799 335 1470 1,805
Blue collars 8 14,825 14,833 10 17,369 17,379 55 8144 8,199
Total 528 18,105 18,633 401 21,548 21,949 412 9,984 10,396

Total professional training and certification hours by category and gender

Professional training and certification includes all training provided for a specific operating activity or the use of machinery or equipment. It includes training carried out to obtain customer certifications (e.g., RFI, Terna,

etc.). This type of training has the greatest variety of courses, with over 25,000 training hours provided in 2022 to mainly blue-collar workers.

Category 2020 2021 2022
women men total women men total women men total
Managers - 120 120 - 255 255 159 159
Junior
managers
4 393 397 - 416 416 1288 1,288
White
collars
36 1,047 1,083 144 2,448 2,592 960 3058 4,018
Blue
collars
8 8,182 8,190 - 17,791 17,791 19605 19,605
Total 48 9,742 9,790 144 20,910 21,054 960 24,110 25,070

Total training hours on the organisational, management and control model and anti-corruption by category and gender

Training on the organisational, management and control model and anti-corruption includes all training provided on Salcef Group's Code of ethics and conduct, the organisational, management and control model pursuant to Legislative decree no. 231 and the corruption prevention management system.

Training is mandatory for all personnel. There are two different modules depending on the risk profile: one for blue collars and the other for white collars and junior and other managers.

Category 2020 2021 2022
women men total women men total women men total
Managers - 34 34 - 3 3 1 15 16
Junior
managers
4 57 61 - 15 15 1 42 43
White
collars
38 151 188 30 119 149 31 106 137
Blue collars 6 354 360 1 152 153 132 133
Total 48 596 643 31 289 320 33 295 328

Total social responsibility training hours by category and gender

Social responsibility training is mandatory for all personnel and includes training on the SA 8000 management system. It has two different modules, one for the social performance team (see Social Performance Team) and one for all personnel.

Category 2020 2021 2022
women men total women men total women men total
Managers - 16 16 - 1 1 1 1
Junior 4 49 53 - 6 6 10 10
managers
White 37 130 167 3 47 50 13 53 66
collars
Blue 8 437 445 - 456 456 304 304
collars
Total 49 632 681 3 510 513 13 368 381

On-site training

Given Salcef Group's high level of specialisation, in addition to other training, on-site training is an important part of the group's training programme. On-site training comprises all activities aimed at training workers in the correct use of equipment, machines, systems, substances, devices (including personal protective equipment) and work procedures, so that each worker can exercise the discretionary component of their position in an informed (and responsible) manner.

Where provided for, on-site training is provided to new hires or when an employee changes role, or when new machinery and technologies are introduced. In the training start-up stage, the operating department identifies the trainer with the right characteristics and experience in the field who will be responsible for instructing, training and supporting the resource in their new activity.

Occupational health and safety

3.3 Management of material topics
403-1 Occupational health and safety management system
403-2 Hazard identification, risk assessment, and incident investigation
403-3 Occupational health services
403-4 Worker participation, consultation, and communication on occupational health and safety
403-5 Worker training on occupational health and safety
403-6 Promotion of worker health
403-7 Prevention and mitigation of occupational health and safety impacts directly linked by
business relationships
403-8 Workers covered by an occupational health and safety management system
403-9 Work-related injuries
403-10 Work-related ill health

Occupational health and safety legislation

Occupational health and safety regulations are contained in Legislative decree no. 81/2008 (the "81/2008 decree") issued to reorganise and coordinate the relevant legislation. The 81/2008 decree establishes the manner in which a series of preventative actions must be carried out, such as the assessment of risks in the group and, consequently, a series of measures must be adopted to improve worker health and safety, including: (i) the compliance of structures, systems and equipment; (ii) health checks; (iii) training courses and all other mandatory aspects, the absence of which could expose the group to significant penalties.

The 81/2008 decree provides for the establishment and appointment of specific roles within the group, such as the Health and safety officer, the workers' representative, the Company doctor, and the Employer. The latter carries out an assessment of the risks in the group, implements prevention and protection measures to eliminate or contain them and ensures that every worker is suitably trained and informed.

The main international regulatory frameworks are:

  • the ISO 45001 standard;
  • the NEBOSH guidance;
  • protocols, recommendations and guidelines of the International Labour Organization (ILO);
  • local occupational health and safety laws and legislation of the country in which the activities take place.

Bearing in mind that Salcef Group's safety management system is strongly inspired by Italian legislation, which is particularly comprehensive and effective abroad, the group's approach in the field of occupational health and safety is to always apply the most rigorous measures that best protect workers.

The principles and the management system

Salcef Group considers the protection and promotion of health, safety and well-being of the individual a priority value and principle in all of its activities. Accordingly, the activities and processes connected to personnel management are extremely important. Therefore, the way it operates is therefore aimed at protecting employees, customers, suppliers and, in general, anyone that comes into contact with Salcef Group.

Salcef Group guarantees working conditions that respect the dignity of the individual and ensures that its working environments are safe and healthy, in compliance with accident prevention and occupational health and safety legislation. Salcef strongly promotes the dissemination of a safety culture and an awareness of the risks associated with the working activities, and requires that everyone at every level adopt responsible conduct that is compliant with the safety system in place and all company procedures that form an integral part thereof. In this respect, every employee, collaborator or anyone who for any reason provides working activities at the group's offices, work sites and facilities, is required to personally contribute to maintaining the safety and quality of the working environment in which they operate, rigorously complying with the safety system and all group procedures that are a part thereof.

Salcef Group undertakes to:

  • put in place safe activities in order to protect the health of group employees and the communities in which it operates, ensuring its operating strategies comply with group occupational health and safety and environmental policies;
  • provide training and information to all personnel that work in group offices, work sites and facilities on safety risks to which they are exposed from time to time, providing them with the means and personal protective equipment required by relevant legislation in relation to the activities carried out;
  • periodically review and continuously monitor the performance and efficiency of the safety risk management system, and maintain safe workplaces to protect the integrity of its personnel and achieve the group's goals of continuous improvement in the fields of health, safety and the environment.

The commitment to occupational health and safety is a key aspect for Salcef Group. For this reason, and to go beyond mere legal compliance, it has implemented, maintained and improved an occupational health and safety management system which is applied to all group operations and companies. The management system is ISO 45001:2018-certified.

The occupational health and safety management system is applied to all Salcef Group workers and also extends to all parties that come into contact with the group, such as sub-contractors, temporary workers, professionals, etc..

At least once a year, qualified personnel carry out an internal audit to check the proper and effective application of the integrated management system, including the occupational health and safety management system. For further information on the related findings, see the paragraph on Audits of management systems.

All certified management systems are also audited annually by independent and accredited third-party certification bodies. These audits assess the compliance of the management systems with the international standards governing them.

Safety organisation

Salcef Group's safety organisation provides for a safety management system manager (the HSE manager), which reports to the parent's Knowledge department. The HSE manager ensures the management system is active and effective, including the operating control activities and their updating and reports to the management representative on the performance and areas for improvement. In addition to heading up the health and safety service pursuant to Legislative decree no. 81/2008, the HSE manager of the parent, Salcef Group S.p.A., carries out management and coordination activities for the safety and environmental offices of the group's subsidiaries, ensuring uniformity, support and the dissemination of best practices.

The main roles in the safety organisation of the subsidiaries are shown in the following diagram. They are formally identified and appointed.

  • The sole director or CEO acts as the Employer pursuant to Legislative decree no. 81/08. Specifically, they draw up and approve the risk assessment document (see details in the following paragraph Risk identification and assessment), which also sets out the measures to be implemented to eliminate/mitigate such risks. They also appoint the other positions in the safety organisation.
  • The HSE manager also fulfils the role of Health and safety officer pursuant to Legislative decree no. 81/2008. They are responsible for safety management in the workplace and for relations with the various supervisory and certification bodies and entities, and liaises with the Workers' safety representative and the directors. The HSE manager/Health and safety officer of the group companies report to the Employer and are centrally coordinated by the HSE manager/health and safety officer of the parent, Salcef Group S.p.A.. They meet periodically to discuss and define any critical issues identified, as well as the performance of the management system and any improvement actions to be taken.
  • The Company doctor is a role required by Legislative decree no. 81/2008 to perform the health screening required by law and the occupational health and safety management system. This role is usually only present in the Italian companies. In other countries, health screening is usually organised by dedicated personnel, with the involvement of local institutions and specialist centres.

  • The Workers' representative, also referred to by Legislative decree no. 81/2008 as the Workers' safety representative, is elected or appointed, and has the task of representing workers in the field of occupational health and safety. In carrying out this task, they attend periodic meetings with all positions making up the safety organisation. Depending on the complexity of the operating activities and how large the workforce is, one or more Workers' safety representatives are elected for each group company.
  • The Chief operating officer is delegated all powers associated with the role of Employer. They are responsible for operational management and coordinates personnel, machines and resources in the various contracts acquired by the group/branch.
  • The Project HSE manager also fulfils the role of Safety manager pursuant to Legislative decree no. 81/2008. This position is appointed for those companies where the chief executive officer and the chief operating officer are unable to effectively supervise the relevant operating units due to the company's operational complexity, including logistical. This is especially relevant for companies that work on temporary and mobile work sites. The Project HSE manager is responsible for supervising and ensuring the correct application of the safety management system procedures at the assigned operating units. The project HSE manager (or the COO or CEO) appoints Emergency officers, who are trained to respond to situations of danger and emergency. For details refer to the Procedures for workers to remove themselves from hazardous situations paragraph.
  • The Supervisor is the position provided for by Legislative decree no. 81/2008. Within the individual teams, the Supervisor is responsible for supervising and ensuring that workers comply with safety requirements.

Risk identification and assessment

With regard to the identification of risks and their assessment and the investigation of incidents, Legislative decree no. 81/08 and associated regulations detail the responsibilities, activities and deadlines. In addition to the legal requirements, the occupational health and safety system procedures also apply. In this context:

  • the mandatory legal requirements applicable in the organisation are identified;
  • information is collected on-site (operational control);
  • instances of non-compliance (whether incidents, injuries or near-misses) are recorded and addressed;
  • the preventative measures indicated by the analysis of the results of the operating control and the instances of non-compliance are taken.

Risk identification

The assessment of the risks to which workers are exposed involves the analysis of the specific situations the workers find themselves in carrying out their duties.

Risk assessment is:

  • related to the choices made for equipment, substances and the layout of the workplace;
  • designed to identify and implement appropriate measures and actions to be taken.

Risk assessment is therefore linked both to the stage of production carried out at the production unit and situations caused by systems, such as the working environment, structures and systems used, materials and products involved in the processes.

The guidelines considered are based on the following aspects:

  • observation of the working environment (standard of the premises, access routes, equipment safety, microclimate, lighting, noise and physical and harmful agents);
  • identification of the tasks carried out in the workplace (in order to identify risks arising from individual tasks);
  • observation of the way in which the work is carried out (to check compliance with procedures and whether they entail other dangers);
  • examination of the environment to detect external factors that could have a negative impact on the workplace (microclimate and ventilation);
  • examination of work organisation;
  • review of the psychological, social and physical factors that could contribute to stress at work and how they interact with each other and other factors in the organisation and work environment.

The risk assessment is also carried in accordance with that set out in chapter 2.3 Risk management. Moreover, it is revised when there are changes to the production process or work organisation relevant to the health and safety of workers, or in relation to the development of the techniques, prevention and protection or following serious injuries or when the results of health surveillance show it is necessary. Following this revision, the prevention measures are also updated as necessary.

Reporting dangers and hazardous situations in the workplace

All workers can report dangers and hazardous situations in the workplace through various channels, the main ones being:

  • Whistleblowing: a channel which protects the identity of the whistleblower using IT and cryptographic techniques. This channel can be accessed by completing the relevant form on the home page of the My Salcef ERP system. Whistleblowers are guaranteed maximum confidentiality, including in the subsequent stages of managing the report.
  • Reporting of near misses18: following a near miss, an injury or near miss report can be completed, detailing the event.

Salcef Group does not retaliate against workers that make these reports, rather, it encourages them. The HSE managers periodically raise awareness among workers to encourage the reporting of any near misses, in order to continuously improve the prevention system.

Moreover, one of Salcef Group's objectives for the improvement of its occupational health and safety management system is an increase in the number of these reports compared to previous years.

Procedures for workers to remove themselves from hazardous situations

An emergency and evacuation plan is drawn up for each group facility and location. These contain measures to manage emergencies and the evacuation of group workplaces.

With respect to the emergency procedures for production units at mobile and temporary work sites, since the information is site-specific, the procedures are evaluated on a case-by-case basis before work commences and included in a specific emergency plan, which is an integral part of the safety operating plan for the contract.

Emergency officers are identified and formally appointed for both the offices and the operating units. They are informed and trained on the contents of the emergency plan and on any measures to be taken.

In the event of an emergency, each worker is free to remove themselves from work situations that they believe could cause them injury or work-related illness.

Analysis of emergency situations and near misses

In the event of an emergency or near miss, once all the necessary actions to respond to the incident and/or to bring the situation under control have been taken, the safety manager reports the main details of the event to his or her managers in an "Injury or near miss report".

The HSE manager then checks whether the incident or near miss is a case of non-compliance and, if so, manages it in accordance with group procedures.

18 An event that could have caused an injury of varying seriousness or that could or did cause damage to things and which, by pure chance, did not have significant consequences for those present.

Through this activity, the root causes of the emergency situation are analysed, to prevent it happening again. To this end, the HSE manager investigates the incident, determines the causes thereof and involves the parent's HSE manager in checking whether similar incidents have occurred. Based on these analyses, and with the assistance of all parties involved and the parent's HSE manager, the HSE manager defines the corrective measures to be taken.

The HSE manager also checks whether it is necessary to update the risk assessment document and whether the integrated management system needs to be amended in light of the analysis of the emergency or near miss.

At the periodic meeting held pursuant to article 35 of Legislative decree no. 81/08, the HSE manager informs the Workers' representatives about the incidents, injuries and near misses, the corrective measures taken and their effectiveness.

Health monitoring and surveillance

Salcef Group has a monitoring system for the physical health of its personnel, beginning with the assessment of suitability before hiring through to the termination of employment, reviewed from time to time in compliance with current legislation. The health protocol is specific to each group company based on the health checks required for each group of similar tasks.

Together with the HSE office, the human resources department sets the medical examination requirements for the various tasks and communicates them to the Company doctor. The health protocol is defined by the Company doctor on the basis of the professional risks for the groups of similar tasks assessed in the risk assessment document pursuant to Legislative decree no. 81/2008. Various types of health checks take place, as follows:

  • Medical examinations required by law.
  • Medical examinations for specific certifications.
  • Medical examinations following prolonged absences for health reasons.

Confidentiality of employees' health-related information is ensured in compliance with the requirements of the GDPR and Italian implementing legislation.

Worker participation – HSE manager/Health and safety officer, Workers' safety representative and the Safety committee

The HSE managers/Health and safety officers of the group's subsidiaries are often in contact with workers and the managers of production units and meet with them to discuss and define any critical issues detected

or potential critical issues raised by workers. These activities are carried out with the assistance of the Workers' safety representative who represents the workers in relation to occupational health and safety.

Moreover, in order to improve communication and the participation of all workers, Salcef Group has introduced, in addition to the Workers' safety representative, safety committees. These have the task of helping to assess risks and possibly suggesting to management improvement measures to tackle the risks identified.

The Safety committee is also the social performance team (SPT) set up pursuant to SA 8000:2014 – Social accountability (for further details see the Social Performance Team paragraph).

For each company, these committees are comprised of the management representative, the quality and privacy manager, the relevant HSE manager, the Workers' safety representative and/or the SA 8000 Workers' representative and by a trade union representative, if present.

Health and safety training and promotion

All Salcef employees receive occupational health and safety training, based on the tasks performed, in line with the requirements and deadlines set by legislation and the group's integrated management system. The HSE manager/Health and safety officer are responsible for planning the training. Emergency drills are also conducted regularly.

Worker consultation and participation in occupational health and safety takes place through the Workers' safety representatives. These are identified by the workers from among the members of the trade union representatives. They are consulted in relation to risk assessment, attend annual safety meetings and other meetings called by the HSE manager/Health and safety officer. The HSE manager/Health and safety officer call an annual safety meeting, attended by the Employer, the Company doctor and the Workers' representatives.

For further details on the training process see Training and development.

Both in Italy and abroad, Salcef offers its employees a supplementary healthcare plan paid for by the group.

Prevention and mitigation of health and safety impacts

Salcef Group requires its suppliers of goods and services to formally accept the group's Code of ethics, as an integral and substantial part of the relationship and to refrain from conduct contrary to it. The Code of ethics includes clauses on occupational health and safety. With the aim of preventing and mitigating the negative impacts on the health and safety of workers it does not directly manage and that do not work in places under its control, Salcef gives priority to qualified suppliers with consolidated experience in the production of the goods and services required. (see Qualification and check of requirements).

Cantiere Sicuro ("Safe sites")

Safe sites is an initiative conceived in 2021 to raise awareness of safety issues among operating personal, a refresher on the proper operating procedures to be adopted at railway work sites.

The issues covered are: the correct operating management of temporary and mobile work sites from set-up to closure; emergencies at work sites; the importance of near misses and their proper reporting; an analysis of injuries; and audits as an opportunity for growth.

Nine training sessions had been held by the end of 2022, involving more than 200 project managers, safety managers, site managers and site foremen for a total of over 1,000 hours of training. The directors, operational managers and the managers of the main departments also took part in the initiative, a sign of management's focus on safety.

Further editions are slated for 2023, which will also involve colleagues from the companies acquired in 2022.

Work-related injuries (excluding "in transit") 2020 2021 2022
Fatalities - - -
% 0% 0% 0%
Serious injuries 1 5 2
% 1.96% 12.2% 4.2%
Recordable work-related injuries (excluding
serious injuries)
50 36 46
% 98.04% 87.8% 95.8%
Total 51 41 48
Hours worked 2020 2021 2022
Total hours worked 2,040,878 2,667,924 2,965,638
Days absent due to injury (excluding "in
transit")
2020 2021 2022
Total days absent 2,690 3,320 2,210

Injuries19

Injuries "in transit"

Injuries "in transit" 2020 2021 2022
No. of injuries "in transit" 1 4 2
Days of absence due to injuries incurred "in
transit"
165 87 16

19 The reporting scope of all the tables presented in this paragraph include all group companies, with the exception of Francesco Ventura C.F., acquired on 23 December 2022. Only the total number of employees is reported for this company.

Indicators 2020 2021 2022
Death rate from work-related injuries
[(number of deaths from work-related injuries /
Number of hours worked) x 1,000,000]
- - -
Rate of work-related injuries with serious
consequences (excluding deaths)
[(number of work-related injuries with serious
consequences / Number of hours worked) x
1,000,000]
0.98 1.87 0.67
Rate of recordable work-related injuries
[(number of recordable work-related injuries /
Number of hours worked) x 1,000,000]
24.50 13.49 15.51
Injuries indicators (excluding "in transit") 2020 2021 2022
Frequency rate
(No. of injuries/hours worked) x 1,000,000
24.99 15.37 16.19
Severity rate
(days absent for injuries / hours worked) x 1,000
1.32 1.24 0.75

Injuries indicators (excluding "in transit") 2020 2021 2022
Average duration of injuries
(days absent for injuries / No. of injuries)
52.75 80.98 46.04
Consolidated injury rate
(frequency rate * severity rate)
32.94 19.12 12.06

No cases of work-related illness were recorded by the group in the reporting period.

Accidents involving personnel external to the organisation

In 2022, there was one fatality involving workers that are not employees of the group but whose work and/or workplace is under the group's control, for a total of 1,531,243 hours worked by external workers on Salcef Group contracts.

Indicators 2020 2021 2022
Death rate from work-related injuries
[(number of deaths from work-related injuries / Number of
hours worked) x 1,000,000]
- - 0.65

Indicators 2020
2021
2022
Rate of work-related injuries with serious
consequences (excluding deaths)
[(number of work-related injuries with serious
consequences / Number of hours worked) x 1,000,000]
-
-
-
Rate of recordable work-related injuries
[(number of recordable work-related injuries / Number of
hours worked) x 1,000,000]
-
-
-
Injuries indicators (excluding "in transit") 2020
2021
2022
Frequency rate
(No. of injuries/hours worked) x 1,000,000)
-
-
0.65
Severity rate
(days absent for injuries / hours worked) x 1,000)
-
-
4.90
Average duration of injuries
(days absent for injuries / No. of injuries)
-
-
7,500.00
Consolidated injury rate
(frequency rate * severity rate)
-
-
3.20

Absences

In 2022, the total days of absence due to illness decreased on those of 2021, largely as a result of the easing of the emergency linked to the Covid-19 epidemic. "Other", which includes holidays, leave and other types of time off and absences, increased. In general, the increases are also due to the general growth in Salcef's workforce, as described in the section on Employees.

Days of absence by type 2020 2021 2022
Injuries (excluding "in transit") 2,690 3,320 2,210
Illness 17,831 19,742 14,875
Parental leave 531 2,460 596
Other 11,273 38,750 25,640
Total 32,490 64,272 43,321

Materials

GRI STANDARDS
---------------

3-3 Management of material topics 301-1 Materials used by weight or volume 301-2 Recycled input materials used

Sustainable management of resources

The group has expressed its commitment to environmental and energy protection, through the adoption of its Integrated quality, health and safety and environmental policy and by communicating the principles thereof to personnel and all stakeholders.

With the adoption of this policy, Salcef Group undertakes to pursue the following corporate goals:

  • To use processes and technologies that prevent and/or reduce environmental impacts;
  • To manage production activities in such a way as to reduce the directly associated environmental impacts, particularly as relates to waste management, atmospheric emissions, raw materials consumption and the risks linked to the use of pollutants;
  • To pursue continuous improvement in environmental performance;
  • To fully digitise all group processes, reducing paper use and encouraging the use of new technologies for the centralisation and sharing of information.

As it considers environmental protection essential for quality of life and to sustainable development, in putting its environmental protection commitment into practice, Salcef Group aims to reconcile the needs of business development and value creation with care for the environment and its protection.

The choices made in the purchasing, consumption and disposal of materials are of key importance to sustainability, in both environmental and social terms. These choices are oriented towards increasingly environmentally-friendly materials, ensuring customer satisfaction but also with a focus on community and local areas.

In carrying out works, the group is committed to analysing the entire supply chain, from raw materials to endof-life. Resource sustainability originates with supply chain management and supplier evaluation, continues with the sound management of materials in the production process such to ensure both safety and environmental reliability and durability, and ends with sound waste management in compliance with legislation and group procedures, encouraging the practices of recycling and reuse as well as the reduction of scraps.

Input materials

The following table sets out the quantities of the main materials procured in the last three years by Salcef. As shown by the quantities handled, the main materials relate to railway infrastructure, such as: railway ballast, concrete and cement mixes, sundry aggregates, concrete products, steel products (rods, wires, etc.), iron materials, pre-stressed reinforced concrete sleepers and bearers, etc.. All these materials are mainly used in the operations of the Track & Light Civil Works business unit.

The following materials related to other group business units are also important: oils and greases, thinners and machine components related to the Railway Machines business unit. Analysing the historical trend of the use of certain materials closely related to the construction of civil infrastructure works, such as concrete and cement mixes, marble, flooring and cladding and steel materials, shows a decrease in recent years, mainly due to the completion of certain infrastructure contracts.

Conversely, materials related to the production and maintenance of railway machines have increased strongly, mainly due to the new contracts acquired by the subsidiary SRT S.r.l..

Of no less importance is the stability of certain strategic supplies over the three years, due to the stable portfolio of works in the group's core business (railway ballast, technical gases, aluminothermic welding kit, etc.).

The following table shows all non-renewable materials with the exception of timber formwork, lumber, wood material in pieces (planks, etc.), which are shown in the note:

Material Measurement unit 2020 2021 2022
Asphalt and bitumen m3 487 62 10,637
Concrete and cement mixes (kg) kg 274,225 17,320,198
Concrete and cement mixes (m3
)
m3 38,751 43,574 273,174
Timber formwork, various measurements, and accessories m2 103 - 1,434
Metal formwork, various measurements, and accessories m2 17,892 9,014 17,411
Concrete t 30,455 26,410 35,783
Machine components no. 513,076 332,498 463,657
Systems components no. 45,933 41,170
Components for sleepers no. 449,553 529,540
Bituminous conglomerate t 1,632 525 5,040
Turnouts and other rail equipment (couplings, bumpers, level crossings) no. 1,401 683 1,487
Thinners and additives l 115,517 125,569 295,877
Safety devices (PPE, extinguishers, etc.) no. 268,135 256,426 156,734
Bituminous emulsion l 300 - 920
Technical gases in cylinders (oxygen, acetylene, etc.) (kg) kg 15,025 14,049
Technical gases in cylinders (oxygen, acetylene, etc.) (kg) (l) l 209,158 196,778
Technical gases in cylinders (oxygen, acetylene, etc.) (m3
)
m3 - 419
Technical gases in cylinders (oxygen, acetylene, etc.) (no.) no. 52,547 243 409

Material Measurement unit 2020 2021 2022
Geotextile, sheaths, mattresses m2 48,351 67,641 568,423
Logistics systems no. 39,501 7 94
Recycled aggregates t - 24,223
Sundry aggregates t 151,173 120,417 218,607
Aluminothermic welding kits no. 15,406 17,760 17,532
Lumber (no.) no. 107 203
Lumber (m3
)
m3 160 - -
Concrete products (pieces) no. 11,116 5,912 14,396
Linear concrete products (e.g., curbs, troughs, gneiss, pipes, etc.) m 16,434 27,285 47,812
Marble, flooring and cladding m2 7,170 36,698 11,661
Consumables for machines and equipment no. 7,692 44,617
Electrical material (m) (cables, earthing wires, etc.) m 6,972 78,176 212,126
Electrical material (pieces) (terminals, cable lugs, etc.) no. 320,120 134,734 237,287
Steel material (kg) (rods, wire, etc.) kg 2,526,580 3,938,952 30,100,822
Rubber material in pieces no. 331,878 15,330 11,834
Wood material in pieces (planks, etc.) no. 63,961 43,832 109,780
Material in PVC (m.) m 71,461 91,005 487,712
Material in PVC (pieces) no. 1,605 9,414 14,892
Iron materials (m) m 67,672 58,460 779
Iron materials (pieces) no. 3,862,542 1,890,757 2,831,564
Metal materials (kg) (profiles, sheets, meshes, etc.) kg 504,453 1,411,233 3,907,283
Metal materials (pieces) (metalwork, small parts, etc.) no. 102,640 3,691,564 4,630,906
Oils and greases (kg) kg 1,858 3,387 3,296
Oils and greases (l) l 99,057 157,801 160,091
Pre-fabricated panels in concrete (e.g., pre-stressed slabs) m2 15,417 59,952 34,480
Level crossings m2 - 1,940 1,472
Railway ballast t 490,011 599,624 597,785
Fencing m 15,577 4,117 18,072
Fencing and net (m2
)
m2 5,100 - 27,820
Resins/chemical anchors no. 2,043 66,116 25,011
Track t 15,960 2,873 9,351
Road and railway signage no. 1,587 2,332 7,444
Coupling systems no. 386,055 252,726 512,826
Pre-stressed reinforced concrete sleepers and bearers no. 47,011 28,321 113,480
Timber concrete sleepers and bearers no. 1,033 36,111 20,253
Cable m 34,700 -
Paints and enamels (kg) kg 12,596 23,274 12,619
Paints and enamels (l) l 5,540 2,704 -

Recycled/reused input materials

The following table sets out the quantities of recycled/reused input materials. These materials only relate to the railway infrastructure construction and maintenance works (Track & Light Civil Works business unit) and are mainly used for temporary sites and non-core activities. The materials used for the construction of operational lines are always subject to validation and pre-qualification by the customer and, in most cases, the customer requests materials that do not come from recycling/reuse.

Material Measurement unit 2020 2021 2022
Reused turnouts no. - -
Recycled aggregates t - - 24,223
Reused pre-stressed concrete sleepers no. 1,300 -

For each recycled/reused material, the following tables set out the related percentages of use in the reference period:

Material - Turnouts Measure
ment
unit
2020 2021 2022
Reused turnouts - - -
Turnouts and other track equipment
(not obtained from recycling/reuse)
no. 9 683 1,487
% Recycled/reused input materials % - - -
Material - Aggregates Measure
ment
unit
2020 2021 2022
Recycled aggregates - - 24,223
Sundry aggregates
(not obtained from recycling/reuse)
t 151,173 120,417 218,607
% Recycled/reused input materials % - - 10%

Material - Sleepers Measure
ment
unit
2020 2021 2022
Reused pre-stressed concrete sleepers 1,300 - -
Pre-stressed reinforced concrete sleepers
and bearers
(not obtained from recycling/reuse)
no. 46,622 28,321 113,480
% Recycled/reused input materials % 2.7% - -

Water

3-3 Management of material topics
303-1 Interactions with water as a shared resource
303-2 Management of water discharge-related impacts
303-3 Water withdrawal
303-4 Water discharge
303-5 Water consumption
-- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ --

The reporting standard for water resources (GRI 303) is consistent with the United Nations 2030 Agenda for Sustainable Development (SDGs), goal 6 in particular, the objectives of which include the sustainable management of water for all. The standard requires reporting of an organisation's water use, the associated impacts and how to deal with them.

Water resource management policies

Withdrawals - The group's water withdrawals are planned with the aim of limiting the impact caused by production activities (facilities), which are associated with the largest uses of water. The main sources of water are groundwater (wells) and aqueducts.

Water stress - This refers to the ability to meet the demand for water, both human and of ecosystems as a whole, that is, the ratio of total water withdrawals to available renewable supply from surface and groundwater sources. Water withdrawals include those for domestic, industrial, irrigation and livestock consumption and unused water. Higher values indicate greater competition between users.

For the evaluation of areas with water stress, reference is made to the Aqueduct Water Risk Atlas Aqueduct | World Resources Institute (wri.org) of the World Resources Institute.

Salcef Group's production facilities, particularly Overail's production facility. (Aprilia LT) and The SRT production facilities. (Fano PU), are located in areas with high/extremely high water stress. The following measures have been taken to limit the group's impact on water resources:

Overail

  • Water is only withdrawn from the company's well to reduce the impact on the mains water;
  • Construction of a water plant to treat, store and monitor the water used in the facility;
  • System for the reuse of concrete washing water and water generated by steam condensation.

SRT

  • Water is only withdrawn from the company's well to reduce the impact on the mains water;
  • Construction of a washing water treatment plant.

Water withdrawal, consumption and discharge

Water withdrawal

As required by the GRI standards (GRI 303-3), water withdrawal figures are reported in megalitres (1 cubic metre = 0.001 megalitres). The table also provides a breakdown of withdrawals in relation to the source: freshwater (≤1,000 mg/L total dissolved solids), and other water (>1,000 mg/L total dissolved solids).

Water withdrawal 2020 2021 2022
(ML - Megalitres) Total Area with
water
stress
Area with
water
stress
Total Area with
water
stress
Surface water - -- - - - -
Groundwater (wells)
Freshwater (≤1,000 mg/l total
dissolved solids)
13.60 13.60 25.35 25.35 23.90 23.90
Other water (>1,000 mg/l total
dissolved solids).
- - - - - -
Total 13.60 13.60 25.35 25.35 23.90 23.90
Seawater - - - - - -
Produced water - - - - - -
Third-party water (Aqueducts)

Water withdrawal 2020 2021 2022
(ML - Megalitres) Total Area with
water
stress
Total Area with
water
stress
Total Area with
water
stress
Freshwater (≤1,000 mg/l total
dissolved solids)
8.50 3.80 14.50 2.61 14.24 12.04
Other water (>1,000 mg/l total
dissolved solids).
- - 0.00 - 0.05 -
Total 8.50 3.80 14.50 2.61 14.29 12.04
Freshwater (≤1,000 mg/l total
dissolved solids)
22.10 17.40 39.84 27.96 38.13 35.93
Other water (>1,000 mg/l total
dissolved solids).
- - 0.00 - 0.05 -
Total 22.10 17.40 39.84 27.96 38.18 35.93

The definition of freshwater/other water adopted by the GRI Standards is based on ISO 14046:2014 and the USGS (United States Geological Survey) document, Water Science Glossary of Terms, water.usgs.gov/edu/dictionary.html, (accessed 1 June 2018) and on the WHO (World Health Organization) document, Guidelines for Drinking-water Quality, 2017.

Comparing the 2022 figure with that of 2021, water withdrawals are 4.2% lower, mainly due to the decreased requirements of the Railway Materials business unit.

Withdrawals in areas with water stress regard the group's Italian facilities mentioned above, together with (to a lesser extent) the water withdrawals occurring as part of operating activities and contracts managed in Saudi Arabia, the United Arab Emirates, Egypt, Germany and Romania. Withdrawals in areas with water stress accounted for 94.1% of the total in 2022, compared to 70.2% in 2021 and 78.4% in 2020. This increase is

mainly due to an increase in the group's operations in Italy, which is almost entirely affected by high water stress. Moreover, locations where Salcef withdraws water changed in 2022 from areas with medium-low water stress to medium-high or high, and were consequently included in the reporting.

The source of Overail's industrial water is the well for the derivation of water from a body of groundwater, with extraction of public water from the water table to meet the various requirements.

The water withdrawn from the wells is used in different ways:

  • Directly for the packaging of concrete for the manufacture of products.
  • Directly for the washing of plant, machinery and equipment: when the washing is completed, the water is sent to the treatment plant and then recycled for subsequent use in the production process, particularly in the concrete production plants.
  • After treatment, the water is used in steam generators (curing of sleepers), to speed up the curing of the manufactured items.
  • Part of the water is used for washing work surfaces, as well as machinery.

Water discharge

Water discharges are produced by office activities and, mainly, by production facilities. The Overail production facilities generate the following types of wastewater:

  • industrial wastewater, this water is kept completely separate from domestic and stormwater discharges;
  • domestic wastewater, consisting of discharges from sanitary facilities;
  • stormwater runoff, collected from the non-permeable areas of the facility with a washing effect.

During the facility's renovation and expansion, a new demineralisation plant was installed for water pumped from the well. It consists of a double reverse osmosis process, and the water is only used to feed the boilers for steam production needed to produce concrete. This system has been fully functional since 2021 and does not generate sludge but a continuous discharge which has the same chemical components as the water pumped from the well.

The application for authorisation to discharge the industrial wastewater treated by Overail, only in the case of any final discharge into a body of surface water, relates to the Fosso di Caronte.

Moreover, to reduce the quantity and prevent discharges into soil or into ditches (after suitable treatment), a complex system has been installed for the collection, recirculation and treatment of water from washing and condensation in order to reuse it in the production process.

Unused and untreated stormwater qualifies for direct discharge into surface bodies of water in compliance with legal requirements and without treatment.

For all other facilities, discharges are subject to a specific authorisation.

Water discharges (ML) General
Services
Track &
Light Civil
Works
Energy,
Signalling
&
Telecom
Heavy
Civil
Works
Rail
Grinding
&
Diagnosti
cs
Railway
Machines
Railway
Materials
Engineeri
ng
Total (ML)
Seawater -
Produced water -
Surface water -
Groundwater (wells) 0.25 2.22 - 2.47
Third-party water 4.99 3.07 0.01 2.04 1.37 - 0.70 12.18
Total 5.24 3.07 0.01 2.04 3.59 0.70 14.65
Water discharges 2020 2021 2022
Total water discharges (ML) 4.2 10.6 14.7

Water consumption

Water consumption is mainly due to the production activities of the Track & Light Civil Works, Energy, Signalling & Telecommunication, Heavy Civil Works and Railway Materials business units.

In the first three business units, water consumption mainly relates to all activities connected to the civil works carried out during works on railway infrastructure, such as the construction of foundations, retaining walls, pavements, etc..

For the Railway Materials business unit, consumption is generated by the activities carried out at the Overail facility, which mainly requires water in the production processes as water is an ingredient in cement mixing.

Also due to the fact that Overail produces only for acquired contracts and never for warehousing, it is not possible to forecast its fixed annual water consumption. Rather, the actual amount is determined by reading the flow meter and measuring the water pumped from the well via the electric pump in the well. The quantities withdrawn are subject to annual reporting, in accordance with the requirements of the relevant regional authority. The quantitative controls are joined by qualitative controls carried out by an external laboratory based on that stated in the annual self-monitoring plan.

Water consumption 2020 2021 2022
Total water consumption (ML) 18 29 24

Water consumption by business unit

A breakdown follows of water consumption by business unit. The Railway Materials business unit accounts for 100% of this indicator in 2022 (around 83% of the total for 2021).

Consumption is expressed in megalitres.

General Track & Energy, Rail Heavy Railway Railway Engineer Total
Services Light Signallin Grinding Civil Machines Materials ing
Year Civil g & & Works (ML)
Works Telecom Diagnost
ics
2020 - 3 1 - - - 14 - 18
2021 - 5 0 - - - 24 - 29
2022 - - - - - - 24 - 24

Water consumption by business unit

Energy, emissions and climate change

2-4 Restatements of information
3-3 Management of material topics
302-1 Energy consumption within the organization
302-3 Energy intensity
302-4 Reduction of energy consumption
305-1 Direct (Scope 1) GHG emissions
305-2 Energy indirect (Scope 2) GHG emissions
305-3 Other indirect (Scope 3) GHG emissions
305-4 GHG emissions intensity
305-7 Nitrogen oxide (NOx), sulfur oxides (SOx) and other significant air emissions

The European Union and TCFD recommendations

This section reports the disclosure on climate change, based on the framework recommended by the TCFD - Task Force on Climate-related Financial Disclosures - of the Financial Stability Board. The disclosure makes reference to the Communication from the European Commission Guidelines on non-financial reporting: Supplement on reporting climate-related information (2019/C/209/01). This Communication, which supplements the guidelines issued by the Commission on non-financial reporting pursuant to Directive 2014/95/EU, contains (non-binding) guidance on the climate-change information to be provided by companies.

Governance

Salcef's governance system is described in the previous chapter 2.2 Governance and sustainability, to which reference should be made. In this system, a particularly important role is played by the Audit and risk committee, which supports the board of directors in assessments and decision-making with regards to risk management and the internal control system, with a view to ensuring business operations oriented to maximise the group's value and sustainable development.

The Audit and risk committee gives its opinion annually on the adequacy and effectiveness of the safeguards and instruments adopted by the group for the identification, measurement, management and monitoring of the main risks that could compromise the group's ability to implement strategies and achieve its objectives.

The assessments and decisions related to environmental risks, which include those related to climate change, are therefore subject to processes involving an adequate level of attention.

The main operating instruments are a) the ESG policy; b) the Integrated quality, health and safety and environmental policy; b) the ISO 14001:2015 management system; c) Coget Impianti's 50001 energy management system; d) the ERM model.

Strategies: the industry, climate change and the role of Salcef

As already discussed in paragraph 2.1 Business model and strategy / Sustainable mobility / Salcef's commitment, the transport sector is undergoing a radical transformation towards a more intelligent, cleaner and more inclusive mobility system. One of the key drivers of this transformation is climate change, in the two dimensions of: a) mitigation of climate change, thanks to a system that encourages public transport (especially rail) and the decrease in the dependence on fossil fuels, thus reducing emissions, and; b) adaptation to the climate change underway, by bolstering the infrastructures of systems vulnerable to the effects of climate change (extreme weather events and natural disasters).

Salcef plays an active role and is an enabler in this transformation process, providing support and assistance with its services and products through its business units in the respective operating segments.

The need for companies to respond to climate change is confirmed within Salcef's organisation: the Integrated quality, health and safety and environmental policy and the actions implemented for the responsible use of resources have this objective, which includes the reduction of directly generated emissions.

At present, Salcef has not developed specific medium to long-term scenarios of resilience and the financial impacts of an increase of 2°C or less and of more than 2°C (20).

Risk management

Issues related to climate change risk were a focus of Salcef Group's enterprise risk management modelling and 2022 risk assessment activities. Risks were analysed on the following basis: business continuity, in relation to the safeguarding of structures and infrastructures in the event of natural disasters or external events in general; competitive context, monitoring sector regulatory changes in general, including as relates to climate change; environmental, as regards responsibility for environmental pollution; country risk, as relates to the monitoring of risks associated with the solvency of customers in relation to changes in macroeconomic and/or geopolitical scenarios. Two quantitative measurement tools (key risk indicators) were also developed for the environmental and country risk categories.

Risks and opportunities

As part of its enterprise risk management activities, Salcef has identified the following risks and opportunities linked to the potential effects of climate change. Specific business cases/sensitivity analyses have not yet been developed for these risks.

Risks - Transition
risks
Impacts and management
Legislative and Material impacts: possible limitations on group activities/operations; exposure
regulatory risks to potential liabilities for penalties and/or sanctions.
Risk management: monitoring of changes in the reference regulatory
framework in the group's markets
Procurement risks Material impacts: shortages of materials; negative economic performance;
for raw delays/interruptions to production cycles.
materials/energy Management method: strategies based on the close monitoring of market
trends, the expansion of the supply chain, and tailoring contracts to include
clauses to mitigate these risks (i.e., raw materials price escalation).
With reference to its operations, Salcef pursues a strategy of reducing its
reliance on external supplies of electricity by installing photovoltaic plants.
Technological risks Material impacts: technological obsolescence; physical deterioration of group
assets.
Management approach: adoption of robust investment plans in rolling stock, in
order to avoid technological obsolescence. Significant technological advances
are not expected in this sector in the medium term, so investments and
regulations are aimed at progressive efficiency in terms of consumption and the
consequent reduction in polluting atmospheric emissions.
Reputational risks Material
impacts:
deterioration
of
commercial
relations
with
customers/strategic partners; dissemination of false or misleading information
or that damages the group's impact and reputation.
Management approach: strategies designed to ensure full compliance;
adoption of communication strategies reflecting group values; monitoring of
brand reputation in the media and in general;
Enhancement of the fact that the group operates in a sector classified as green.
Risks - Physical risks Impacts and management
Material impacts: interruptions to infrastructure operation, destruction or
inaccessibility of structures housing critical operating resources; unavailability
Business continuity of essential personnel for the functioning of group processes.
risks – acute risks Management approach: business continuity is ensured by the type of business
and the related organisation of technical and human resources. The investment
policy (machinery and recruitment) is able to cover key operating requirements.

Opportunities Impacts and management
Legislative As an operator in the railway transport sector, the legislative development that
development accompanies the transformation process of the transport sector with the aims
of creating a sustainable mobility system (see the Sustainability mobility section
of this report) represents a significant opportunity for Salcef to expand its
sphere of operations.
The market and The effects of climate change are a factor driving the expansion of sustainable
technological mobility systems, with positive impacts for the group's business in terms of
greater demand for services.
development

Metrics and targets

Performance – indicators and metrics

Salcef's current reporting system is based on the performance indicators and metrics of the GRI Standards. Specifically, the following are reported:

302 ENERGY

  • 302-1 Energy consumption within the organization
  • 302-3 Energy intensity
  • 302-4 Reduction of energy consumption

305 EMISSIONS

  • 305-1 Direct (Scope 1) GHG emissions
  • 305-2 Energy indirect (Scope 2) GHG emissions
  • 305-3 Other indirect (Scope 3) GHG emissions partial reporting (from the 2021 NFS)
  • 305-4 GHG emissions intensity
  • 305-7 Nitrogen oxide (NOx), sulfur oxides (SOx) and other significant air emissions

Targets

Salcef Group has for the present defined the following targets for its organisation:

  • Reduction of energy intensity indicators (fleet renewal and consumption efficiency).
  • Increase in the energy consumed from renewable sources (electricity installation of photovoltaic plants).

Energy consumption

The energy sources mainly used by Salcef Group are diesel at the work sites, to fuel machinery and equipment, and electricity at its facilities. The quantity of energy consumed from renewable sources has tripled over the three years.

Energy consumed
(GJ)
2020 2021 2022
Electricity
Electricity acquired 11,094 13,898 14,429
Of which, from renewable sources 655 1,843
Electricity generated by the photovoltaic plants 1,393 2,055 2,077
Less energy sold to the grid 211 169 314
Total 12,275 15,784 16,192
Of which, from renewable sources 1,182 2,541 3,606
Car fuel
Diesel 39,488 58,050 61,400
Petrol 5,141 11,246 15,005
LPG 2 360 18
Total 44,631 69,656 76,423
Machine and machinery fuel
Diesel 129,733 184,915 155,522
Petrol 116 106
Total 129,733 185,030 155,628
Natural gas for heating 4,430 1,803 2,731
Other sources - Natural gas for production activities 2,137 4,436 3,642
Total energy consumption - GJ 193,206 276,709 254,617

Of which, from renewable sources 1,182 2,541 3,606

Energy consumption data are presented in gigajoules, a measurement provided for by the GRI standards, which allows for comparison. A joule is a unit of work or energy and is "equal to the work done by a force of one newton when its point of application moves through a distance of one metre in the direction of the force; it is equivalent to the energy that is dissipated in 1 second in the form of heat" (Oxford Languages).

The main source of consumption, accounting for 61% – down compared to the previous year – relates to Machine and machinery fuel, as discussed in greater detail in the relevant paragraph. The Car fuel component increased to 30% in 2022 from 25% in 2021.

SALCEF GROUP'S FLEET AND MACHINERY

Salcef Group has highly specialised, highly efficient production machinery in order to carry out all manner of works on tracks, overhead contact lines, and also in its production facilities.

In its largest categories of machinery and equipment, the group went from just over 1,000 items in 2020 to around 2,000 in 2022, thereby also increasing its production capacity. The two main factors driving this growth are: the acquisition of various specialist companies over time and the unremitting commitment to innovation and investment in new machinery and technologies.

While electricity increased as a portion of total energy consumption compared to 2021, the share coming from renewable sources grew over the previous year. This was mainly due to the photovoltaic plants installed at the Overail and SRT facilities, and to the obtaining of guarantee of origin certificates by five group companies. Greater details are provided in the section on Electricity.

The Overail facility in Aprilia has a photovoltaic plant providing a total of 361 KWp and an estimated total production of 447 MWh/year. It generated 276.2 MWh during 2022, all of which was consumed by the facility. The energy produced by the photovoltaic plant covers 16% of the total annual energy requirements.

The SRT facility at Fano also has a photovoltaic plant comprised of 768 260W panels providing an estimated total production of 243MWh/year. It generated 216.6 MWh during 2022, 213.4 MWh of which was consumed by the facility. The energy produced by the photovoltaic plant covers 21% of the total annual energy requirements.

Analysing the figures by business unit shows a prevalence of the Track & Light Civil Works business unit in total energy consumption. This business unit represents the group's core business and is therefore the most active. It mainly consumes energy in the form of Machine and machinery fuel which, as already stated, is the most prevalent type of consumption.

Energy consumed (GJ)
Total consumption by business unit 2020 2021 2022
General Services 3,463 16,787 16,278
Track & Light Civil Works 155,081 215,965 184,005
Energy, Signalling & Telecom 11,980 19,069 24,358
Rail Grinding & Diagnostics1 - - 1,903
Heavy Civil Works 5,723 3,027 6,332
Railway machines 5,215 8,756 9,418
Railway Materials 11,210 13,070 11,877
Engineering 534 34 446
Total 193,206 276,709 254,617
Impact of the consumption of the Track & Light Civil Works business unit 80% 78% 72%

1 2020 and 2021 consumption is included in the Track & Light Civil Works business unit

Salcef Group has set clear objectives and strategies to reduced consumption as described in the Energy consumption and reduction targets and projects paragraph.

Energy consumption by business unit

Electricity

Electricity is mainly used to fuel the equipment and systems at the production facilities and office utilities.

Electricity consumption of 2022 remained essentially in line with 2021 levels, with a greater use of energy from renewable sources, particularly for the energy acquired – 13% of which is guarantees of origin certified – and in internally-produced energy from the photovoltaic plants at the Overail and SRT facilities. The portion of electricity from renewable sources thus accounted for 23% of the total in 2022, a significant increase on the 16% in 2021.

Electricity Unit 2020 2021 2022
Electricity acquired kWh 3,081,548 3,860,569 4,008,141
Of which, from renewable sources kWh 182,000 511,954
Electricity generated by the photovoltaic
plants
kWh 386,973 570,865 576,911
Less energy sold to the grid kWh 58,677 46,937 87,327
Total kWh 3,409,844 4,384,497 4,497,725
Of which, from renewable sources kWh 328,296 705,928 1,001,538

Car fuel

Car fuel is mainly used for the road transport of people and freight to reach the operating units and work sites. Petrol consumption rose further in 2022, with a 32.7% increase over 2021.

Car fuel Unit 2020 2021 2022
Diesel litres 1,116,968 1,621,515 1,708,888
Petrol litres 163,581 348,173 461,977
LPG litres 78 14,800 738
Total litres 1,280,627- 1,984,488 2,171,603
Of which, from renewable sources litres - -

Machine and machinery fuel

Machine and machinery fuel is the energy type with the greatest impact on consumption. It is mainly used for road and rail machines used in work sites, as well as to power work site infrastructure through generators. The main energy source used is diesel. The decrease on 2021 is mainly linked to the completion of a project abroad which, due to operating requirements not dependent on choices of the company, entailed the greater consumption of fuel for the same amount of production.

Machine fuel Unit 2020 2021 2022
Diesel litres 3,667,522 5,165,214 4,328,484
Petrol litres 3,585 3,262
Total litres 3,667,522 5,168,799 4,331,746
Of which, from renewable litres - - -
sources

Natural gas for heating

The consumption of natural gas for heating increased in 2022, albeit remaining far lower than 2020 levels.

Natural gas for heating Unit 2020 2021 2022
Natural gas scm 125,558 51,101 77,419
Total scm 125,558 51,101 77,419

Natural gas for production activities

The consumption of natural gas for steam production at the Overail facility (Railway Materials business unit) and for painting activities at the SRT facility (Railway Machines business unit) was somewhat variable over the three years, with a decrease in 2022 compared to 2021.

Other sources Unit 2020 2021 2022
Natural gas for production activities scm 60,572 125,723 103,232
Total scm 60,572 125,723 103,232

Energy intensity

In order to analyse the consumption intensity, consumption has been compared to the revenue of the period, expressed in millions of euros. The resulting indicator was selected to represent the energy consumption necessary to generate €1 million in revenue. This indicator is particularly effective for comparing different periods, irrespective of their related production. The revenue used for this indicator is the aggregate amount, before infragroup eliminations.

Energy intensity Unit 2020 2021 2022
Energy consumption GJ 193,206 276,709 254,617
Revenue Euro 370,320,906 485,309,339 611,950,691
Intensity indicator GJ/€ million 522 570 416

The analysis of energy consumption intensity for each type of consumption shows the prevalence of fuel, both for machines and cars. The intensity drops for the other types of consumption, except for natural gas used for heating. The greatest decreases were in the energy intensity in the consumption of electricity, fuel for machines and natural gas for steam production.

Energy intensity - GJ /€ million 2020 2021 2022
Electricity
Electricity acquired 29.96 28.64 23.58
Of which, from renewable sources 1.35 3.01
Electricity generated by the photovoltaic plants 3.76 4.23 3.39
Of which, energy sold to the grid 0.57 0.35 0.51
Total 33.15 32.52 26.46
Car fuel
Diesel 106.63 119.61 100.34
Petrol 13.88 23.17 24.52
LPG 0.01 0.74 0.03
Total 120.52 143.53 124.88
Machine and machinery fuel
Diesel 350.33 381.02 254.14
Petrol 0.24 0.17
Total 350.33 381.26 254.32

Energy intensity - GJ /€ million 2020 2021 2022
Natural gas for heating
Natural gas 11.96 3.71 4.46
Total 11.96 3.71 4.46
Other sources - Natural gas for steam production
Natural gas 5.77 9.14 5.95
Total 5.77 9.14 5.95
Total energy intensity - GJ /€ million 521.73 570.17 416.07

Energy consumption reduction targets and projects

As shown by the figures, energy consumption relates for some 70% to the Track & Light Civil Works business unit and are mainly linked to Machine and machinery fuel.

Salcef Group will continue its approach to innovation, mainly linked to machinery, by investing in increasingly high-performance assets with a lower environmental impact and improving and optimising the existing ones.

ENGINE DEVELOPMENT

Salcef Group invests in the renewal, modernisation and upgrade of its fleet of machines, mainly on road and rail machinery, classed as non-road mobile machinery (NRMM). The term NRMM is used in the European standards on emissions from engines not principally used on public roads. The definition includes both offroad and railway vehicles. For details see: https://ec.europa.eu/growth/sectors/automotive/environmentprotection/non-road-mobile-machinery\_en

From 2018 to 2022, the investments in Industry 4.0 and innovation include 89 new non-road mobile machines (NRMM), included in the categories of rolling stock, road-rail stock, fittings for railway wagons, earthmoving equipment and some lifting equipment; these are all equipped with Stage IIIB and Stage V engines and, comparing them with the obsolete machines they replace, offer significant benefits in terms of consumption and atmospheric emissions.

The efficiency and improvement of the machine fleet includes the renovation and upgrade of the existing assets and Salcef Group has various programs to modernise its older machines. This include updating the original engines with new, more efficient and low consumption engines to improve environmental performance and extend the life cycle of the machinery.

Moreover, as regards electricity, Overail's photovoltaic plant will be expanded to increase its production capacity, new photovoltaic plants will be installed in other locations for the internal use of the electricity generated, and supply contracts with guarantee of origin certificates will be expanded.

SALCEF GROUP'S NEW HEADQUARTERS

Salcef Group's Rome headquarters were renovated in 2022.

The energy efficiency of the facility, which has a covered surface area of 8,300 m2 and more than 9,000 m2 uncovered, was a major focus. The energy efficiency class went from F to A2 at the conclusion of the works, thanks to the adoption of technological solutions aimed at energy saving and the reduction of the environmental impact, such as:

  • External insulation with panels in expanded polystyrene (EPS). More than 10% of the weight of each panel is recycled EPS and the panels are produced without the use of banned flame retardants or expanding agents with an ozone depletion potential above zero.
  • Installation and waterproofing of flat roofing of decks and roofs with insulation panels in polyurethane foam with overlapping sheaths, with a second slate roofing sheath in Mineral Reflex White on the roofs, which increases solar reflectance of the roof surface area, enabling a reduction in temperature and energy savings on air conditioning in the premises below.
  • Aluminium thermal-break window fixtures and low emissivity glass
  • LED lighting. Internal lighting is automatically controlled using sensors that turn on lights only when people are present and the intensity of which depends on the light coming from outside. External lighting automatically turns on and off depending on the natural light level, turning on at twilight and turning off at first light.
  • Underground activated sludge wastewater treatment plant with four purification stages ensuring total oxidation purification.
  • Photovoltaic plant, comprising 306 microcrystalline type modules for a total of 122.4 kWp, able to produce around 187,000 kWh annually.
  • Electric car and bike charging stations in the appropriate locations.
  • Green area irrigation system connected to a rainwater collection tank.

Direct and indirect emissions: GHG Scope 1 - Scope 2

The emissions figures are reported in tonnes of carbon dioxide equivalent (tCO2e) and refer to direct emissions (Scope 1 GHG - Greenhouse gases), together with the indirect emissions related to the consumption of electricity from the grid (Scope 2 GHG).

The group agreed specific supply contracts with guarantees of origin certificates in 2022, an electronic certification that attests to the renewable original of the sources used for the production of electricity. Net of

these contracts, the indirect emissions from electricity consumption (Scope 2 GHG) were calculated using both a location-based approach and a market-based approach.

  • Under the location-based method, the emissions deriving from electricity consumption are recorded applying national average emission factors for the production of electricity.
  • The market-based method requires the calculation of Scope 2 GHG generated by the purchase of electricity based on the specific emission factors communicated by the suppliers. For purchases of electricity from renewable sources, a zero tCO2e emission factor is applied. If there are no specific contractual agreements, this method requires the use of national residual mix emission factors, where technically applicable.

The emissions reported in the following tables for 2021 and 2020 differ from those disclosed in previous editions of the Sustainability report. The reason is because of the continuous updating of the emission factors in the relevant databases.

Emissions / tCO2e – Scope 1 GHG 2020 2021 2022
tCO2e
Car fuel
Diesel 2,844 4,074 4,371
Petrol 355 764 999
LPG - 23 1
Total car fuel 3,197 4,861 5,371
Machine and machinery fuel
Diesel 9,338 12,977 11,072
Petrol 8 7
Total machine and machinery fuel 9,338 12,985 11,079
Natural gas for heating
Natural gas 249 101 154
Other sources - Natural gas for production activities 120 249 205
Total - Scope 1 emissions 12,906 18,196 16,808

Sources

Italian Ministry for the Environment - national emissions calculation table EU ETS - Italia: News (minambiente.it) . Fuels and other emissions sources – DEFRA UK - Greenhouse gas reporting: conversion factors 2022 - GOV.UK (www.gov.uk)

The decrease in direct emissions compared to 2021 is mainly due to the completion of a project abroad which entailed the movement of machinery over long distances. Like for consumption, Machine and machinery fuel and Car fuel are the categories with the greatest impact.

Emissions / tCO2e – Scope 2 GHG
tCO2e - Location-based method
2020 2021 2022
Electricity acquired 867 1,138 1,254

Sources

Italy, Austria, Croatia, Germany, Poland and Romania - ISPRA - Ministry for the Environment - ISPRA Efficiency & decarbonization indicators ITA Europe 366- 2022 Tab A 2 20 – Emission factors in the electricity sector for electricity production.

UK - DEFRA (UK Department on Environment) - Greenhouse gas reporting: conversion factors 2022.

USA - US EPA - Summary Data – Released 1/30/2023.

Other countries (Saudi Arabia, Australia, Canada, Egypt, United Arab Emirates, United States and Switzerland) - CARBON FOOTPRINT - COUNTRY SPECIFIC ELECTRICITY GRID GREENHOUSE GAS EMISSION FACTORS – Last Updated: March 2022 - Climate Transparency - The Climate Transparency Report 2022.

Emissions / tCO2e – Scope 2 GHG
tCO2e - Market-based method
2020 2021 2022
Electricity acquired 1,419 1,687 1,591

Compared to 2021, the Scope 2 emissions were substantially unchanged in 2022 for both calculation methods.

Sources

Italy, Austria, Croatia, Germany, Poland and Romania - ISPRA - Ministry for the Environment - ISPRA Efficiency & decarbonization indicators ITA Europe 366- 2022 Tab A 2 20 – Emission factors in the electricity sector for electricity production.

UK - DEFRA (UK Department on Environment) - Greenhouse gas reporting: conversion factors 2022.

USA - US EPA - Summary Data – Released 1/30/2023.

Other countries (Saudi Arabia, Australia, Canada, Egypt, United Arab Emirates, United States and Switzerland) - CARBON FOOTPRINT - COUNTRY SPECIFIC ELECTRICITY GRID GREENHOUSE GAS EMISSION FACTORS – Last Updated: March 2022 - Climate Transparency - The Climate Transparency Report 2022.

The 2020 and 2021 emissions data were recalculated based on the emission factors for the relevant periods.

For the indirect emissions, it should be noted that the final figure is significantly impacted by the emission factors applied by the relevant country and, therefore, nations with a more polluting energy production mix (e.g., Saudi Arabia, Poland and the USA) have higher emission factors. In any case, the aim is to encourage consumption from renewable sources so as to reduce emissions.

Emissions / CO2 – Scope 1 GHG + Scope 2
GHG Location-based method
tCO2e
2020 2021 2022
Total GHG Scope 1 emissions (direct) 12,906 18,196 16,808
Total GHG Scope 2 emissions (indirect) 867 1,138 1,254
Total Scope 1 / Scope 2 GHG emissions 13,773 19,334 18,062
Emissions / CO2 – Scope 1 GHG + Scope 2
GHG Market-based method
tCO2e
2020 2021 2022
Total GHG Scope 1 emissions (direct) 12,906 18,196 16,808
Total GHG Scope 2 emissions (indirect) 1,419 1,687 1,591
Total Scope 1 / Scope 2 GHG emissions 14,324 19,883 18,336

For the purposes of the calculation of the Emissions intensity indicators, reference was made to the results obtained using the location-based method for the Scope 2 emissions, as it is more representative of the current electricity purchase profile.

Logistics - transport system emissions (Scope 3 GHG)

With effect from 2021, Salcef's improvement process for sustainability performance reporting has seen the inclusion of emissions generated by the transport system.

The analyses related only to the Italian companies and the commercial branches reporting to Salcef Group S.p.A. and Salcef S.p.A.. The following movements by road, air and sea were mapped:

  • Transport of machinery to the production units
  • Transport of materials to the production units
  • Transport of waste for disposal
  • Transport of finished products to customers

It therefore excludes transport included in the supply cost, shipments of less than 50kg delivered via courier and transport carried out directly by the group companies (the related emissions are included in Scope 1).

The process involved an estimate of the GHG emissions (greenhouse gases: CO2 carbon dioxide and other greenhouse gases) for 2021, as the first reporting period and the baseline.

The EcoTransIT World tool was used for the reporting, using the following method:

  • Actual distance in kilometres (detailed database of the routes)
  • Wheel-to-wheel

77% of the total kilometres travelled by road transport vehicles related to routes of less than 100 kilometres. Salcef Group's purchasing policy encourages the use of local suppliers, thereby limiting the impact of the environmental costs generated by transport emissions.

Other indirect emissions (Scope 3 GHG) – Transport
activities
tCO2e
2021 2022
IN - machinery to production units 585 618
IN - materials to production units 7,453 7,819
OUT - products to customers 2,719 2,412
OUT - waste to disposal 5,119 7,727
TOTAL 15,877 18,576

The Scope 1, Scope 2 and Scope 3 emissions for 2021 and 2022 are summarised below:

Emissions Unit 2021 2022
Scope 1 emissions tCO2e 18,196 16,808
Scope 2 emissions - Location-based
method
tCO2e 1,138 1,254
Scope 3 emissions tCO2e 15,877 18,576

Emissions intensity

In order to analyse the intensity of emissions, the amount of tonnes of CO2 equivalents (tCO2e) have been compared to the revenue of the period, expressed in millions of euros. The resulting indicator was selected to represent the quantity of emissions generated for €1 million in revenue. This indicator is particularly effective for comparing different periods, irrespective of their related production. The revenue used for this indicator is the aggregate amount, before infragroup eliminations.

Emissions intensity Unit 2020 2021 2022
Scope 1 + Scope 2 + Scope 3
emissions
tCO2e - 35,211 36,638
Scope 1 + Scope 2 emissions -
Location-based method
tCO2e 13,773 19,334 18,062
Scope 3 emissions tCO2e - 15,877 18,576
Revenue Euro 370,320,906 485,309,339 611,950,691
Total intensity indicator tCO2e /€ million - 73 60
Scope 1 + Scope 2 intensity
indicator - Location-based
method
tCO2e /€ million 37 40 30
Scope 3 intensity tCO2e /€ million - 33 30

Scope 1 + Scope 2 intensity indicator
-- -- -- -- --------------------------------------- --
Emissions intensity - Scope 2 - Location-based
method
Unit 2020 2021 2022
Electricity acquired tCO2e /€ million 2.34 2.34 2.05
Emissions intensity - Scope 1 Unit 2020 2021 2022
Car fuel
Diesel tCO2e /€ million 7.68 8.39 7.14
Petrol tCO2e /€ million 0.96 1.57 1.63
LPG tCO2e /€ million 0.00 0.05 0.00
Total tCO2e /€ million 8.63 10.02 8.78
Machine fuel
Diesel tCO2e /€ million 25.21 26.74 18.09
Petrol tCO2e /€ million 0.02 0.01
Total tCO2e /€ million 25.21 26.76 18.10
Natural gas for heating
Natural gas tCO2e /€ million 0.67 0.21 0.25
Total tCOe /€ million 0.67 0.21 0.25

Emissions intensity - Scope 1 Unit 2020 2021 2022
Other sources - Natural gas for production
activities
Natural gas tCO2e /€ million 0.32 0.51 0.33
Total tCO2e /€ million 0.32 0.51 0.33
Total - Scope 1 emissions intensity tCO2e /€ million 34.85 37.49 27.47

Other emissions

In addition to the emissions reported in the previous paragraphs, Salcef Group, specifically, SRT S.r.l. and Overail S.r.l., periodically measure the other emissions related to production activities, as required by the Single environmental authorisations in force.

The following table summarises the amounts of these emissions for 2022.

Emission Total emissions
[kg/year]
Overail S.r.l. – Railway Materials business unit
Carbon monoxide 353.64
Total particles 3.18
Nitrogen oxide 462.34
SRT S.r.l. – Railway Machines business unit
Particulate matter 47.64
Volatile organic substances 2,994.60
Inorganic dust 0.01

These emissions are subject to periodic controls by specialised third-party companies, as defined in the Single environmental authorisation and the requirements are met in full.

Waste generation and management

306-2 Management of significant waste-related impacts
306-3 Waste generated
306-4 Waste diverted from disposal
306-5 Waste directed to disposal
3-3 Management of material topics
306-1 Waste generation and significant waste-related impacts
---------------------------------------------------------------------------------------------------------------------------------------------------------- -- ---------------------------------------------------------------------------------------------------

Waste generation

The importance of environmental protection to the group is seen in its commitment to waste management.

The waste generated by the group comes from the following activities:

  • Administrative and office activities;
  • Production activities (carried out in the production units located at construction sites or in the production facilities).

Office waste, which is treated as urban waste, is subject to ordinary management in accordance with the rules defined by the relevant municipality. Waste from the production cycle is managed in accordance with national legislation and group regulations. The latter category is of the greatest focus for the organisation, to ensure production activities have the lowest possible environmental impact.

The potential environmental impacts vary depending on the type of production activities carried out, whether they relate to the construction of new railway infrastructure or the maintenance of existing infrastructures, the production of railway materials or the construction and maintenance of railway machinery. All activities are carried out in such a way as to prevent or mitigate the generation of negative impacts.

The waste generation process is analysed below for the business units (three macro-groups).

Railway infrastructure works

This includes the activities of the Track & Light Civil Works, Energy, Signalling & Telecommunication, Heavy Civil Works and Engineering business units.

The maintenance of railway infrastructure and the construction of new works requires the use of significant quantities of construction materials and the production of demolition materials, mainly excavated earth or rocks or railway ballast removed. To ensure the proper management of natural resources, a management system has been drawn up for such materials which provides for their reuse in the design to executive stages, where possible and in compliance with safety standards. This system provides for the reuse of the materials

to reduce procurement upstream and the production of waste downstream. Materials are only managed as waste where they do not meet the characteristics to be treated as goods or by-products.

Railway ballast Track Turnouts and track equipment Railway sleepers Contact lines, anchors and supports Poles, catenary support and brackets Building and construction materials By-products and items Pavements and cladding Aggregates

The materials used in this activity are shown in the following image and described below.

  • Railway ballast, used to form the track bed, is comprised of material obtained from the crushing or rock and must meet requirements of hardness, resistance and composition, as well as the customer's specifications in order to be used. On completion of maintenance activities, the removed ballast is taken to screening and washing facilities, which transforms it into recycled material to be used in building and construction works. Particular importance is given to sampling and analysis activities before infrastructure maintenance works (including a check for the presence of traces of asbestos over a certain limit and consequent asbestos removal and disposal works).
  • Tracks, turnouts and other track equipment, such as poles, catenary support, brackets, the contact line and anchors, specialised products for railway infrastructure, are normally in steel or other metals, in compliance with the relevant standards and are generally validated by the customer. When these materials are replaced during maintenance activities, they are returned to the customer for reuse as by-products, or recycled. During the construction and maintenance of poles, catenary support and masts, excavation activities generate excavated earth and rock, as does the demolition

of the concrete foundations. In both cases, the resulting material is either reused on-site or taken to authorised centres for recovery.

  • Railway sleepers are generally in pre-stressed reinforced concrete and are produced by specialised companies. Details of the upstream materials and processes and the downstream value chain are available in Production of railway materials. Like all the main materials making up the railway infrastructure, the sleepers meet specific technical standards and are validated by the customer. At the end of their life, railway sleepers are replaced during maintenance activities on the infrastructure and their rail fastening systems are removed and generally returned to the customer. The sleepers are taken to recycling centres where they are crushed and transformed into recycled materials used in building and construction works. Railway sleepers may also be in timber but these are used in very few cases and geographical areas. Timber sleepers on old tracks are quite often replaced with prestressed reinforced concrete ones. The important factor is the disposal of the timber sleepers, which are primed with creosote oil and therefore constitute hazardous waste, requiring specific procedures for their disposal.
  • Various types of aggregates are used and sometimes originate from recycling, where their characteristics allow. At the end of their life, aggregates are taken to specialised recovery centres where they are prepared as a material that can be reused in the construction sector.
  • Building and construction materials and by-products and items are a very wide category encompassing various types of materials. They are mainly comprised of materials in concrete, iron, PVC and plastic materials obtained through industrial processes and laid during construction activities. During maintenance/renewal, the obsolete materials are removed using demolition processes and sent to specialised recycling centres.
  • The pavements and cladding category is very broad and includes all materials used as cladding both for vertical and horizontal surfaces. The main materials used are: ceramic, stone or similar tiles, rubber, asphalt and bitumen. The materials are generally acquired and installed during the works. At the end of their life, they are removed using demolition activities and taken to special recovery or authorised disposal centres.

Production of railway materials

This activity relates to the Railway Materials business unit. The production activities comprise the construction, using mechanised and industrial processes, of items in pre-stressed reinforced concrete, such as railway sleepers, slabs and other solutions for permanent way systems. The products are provided to the Track & Light Civil Works business unit or to specialised external companies for installation on railway infrastructure.

The products are key elements of the railway infrastructure and are thus subject to certification in accordance with national and international legislation and the customer's technical standards. They must therefore meet certain technical specifications, which currently exclude the use of recycled or similar materials. In addition, concrete must be comprised of a specific mix of cement, additives, aggregates and water. The mix is preapproved by the customer for the product's validation.

During the production process, the materials are mixed together in order to make the product as a single piece. At the end of their life, the products are generally sent to recovery centres for crushing and separation of the metal parts for their subsequent recycling/reuse in the building and construction sectors. These activities are carried out during the railway infrastructure maintenance works, as described in the Railway infrastructure works section.

The materials used in this activity are shown in the following image and described below.

  • The cement and additives used come from chemical/industrial processes. During the production process, these materials become an integral part of the final product following the cycle described above.
  • Small mechanical parts include all metal parts used to pre-stress steel used to make products. These materials come from steel manufacturing processes and must meet certain resistance requirements. They become an integral part of the final product during the production process.

  • Steel is used in railway products, such as longitudinal bars and rebar cages. Steel is used in the concrete pre-stressing stage and must comply with certain mechanical strength requirements. These materials become an integral part of the final product during the production process.
  • The aggregates used come from mining processes and must meet various requirements both in terms of strength and composition and particle size. These materials become an integral part of the final product during the production process.
  • The rail fastening system is the device assembled on the sleeper enabling the installation and anchoring of the track. It is comprised of parts in rubber and metal parts. Part of the system is incorporated in the device during production, while the remaining part is installed during the product finishing stages. An important aspect is the mixed packaging (paper, plastic and wood). At the end of life, generally during Railway infrastructure works activities, the pre-installed parts are removed from the item and generally returned to the customer.
  • Timber planks are used to pack the sleepers to avoid impacts and damage during transport and storage activities. At the end of their use, the planks are recovered and reused by the group for the same purpose. If they are damaged or at the end of their life, they are sent to authorised recovery centres.
  • Water is a fundamental ingredient for the production of concrete. It is withdrawn from well and collection systems and the related qualities are detailed in the Water withdrawal, consumption and discharge section.

Construction and maintenance of railway machines

The construction and maintenance of railway machines relates to the Railway Machines business unit.

The production activities consist of building complex machinery used for the construction and maintenance of railway infrastructure (these activities relate to the Track & Light Civil Works business unit). As the machines undergo various authorisation procedures for their validation and circulation on the railway network, the materials and production processes used are also certified and qualified.

The machines are of different types and models but the materials used are generally those shown in the following image and described below.

  • All mechanical, hydraulic, oleodynamic, pneumatic, electrical and electronic components are finished products supplied by external companies and subsequently assembled by the group. A significant part of the waste generated by the handling of these materials is packaging, which is generally comprised of plastic, cardboard and some wood. Packaging is generally all sent for recovery. At the end of life, the components are replaced and disposed of during maintenance/servicing activities. The metal parts are usually sent for recovery. If the parts are contaminated with pollutants (e.g., oil, lubricants and liquids), they are considered hazardous waste and disposed of in accordance with national and group regulations. This is usually the case for components of the hydraulic and oleodynamic systems and also filters and other similar parts. Otherwise, the materials are disposed of as non-hazardous special waste, maximising the diversion to recovery.
  • Sheets, chassis, metal carpentry, running gear and bogies are produced on demand, either internally or using specialised companies. This material is usually recycled at end of life.
  • Consumables are subject to rapid wear and tear during the operation of machinery. An example is the grinding wheel used by the rail grinders. These materials are usually specialised products for the railway industry and are disposed of in accordance with the producer's instructions at the end of their life.
  • Lubricants, paints and similar (solvents, etc.) are products acquired from specialised suppliers. The use of paints and similar products produces hazardous waste, which is disposed of using

specialised companies. For this reason, the use of solvents to clean equipment has decreased over time, opting for the use of industrial washers that use water-based solutions. Lubricants are acquired as finished products from specialised suppliers and when they are at the end of their life due to wear and tear, they are replaced during maintenance activities and disposed of at authorised centres. Used lubricants constitute hazardous waste.

Waste management and monitoring

With a view to sustainable management, the group is committed, where possible, to:

  • Reducing the consumption of materials and minimising waste
  • Considering the environmental impact of the materials used at the time of their selection
  • Opting for materials with higher benefits for the circular economy
  • Encouraging on-site reuse

Waste generated is immediately identified and classified in line with local legislation, for instance, in the European context, it is allocated a European Waste Catalogue (EWC) code. After classification, the place and production of the waste is identified, where it will be temporarily stored. Storage takes place in designated areas and/or containers and is carried out by homogeneous category of waste, in compliance with the technical legislation and identified with signage.

Depending on the case, the waste is then sent for recycling or disposal with transporters responsible for its collection and transport. The process carried out in this stage is documented and monitored through the form containing the main information on the waste (type, place of production and collection, date, weight, producer, recipient and transporter, etc.) which will accompany it to its destination. All waste forms are recorded to ensure traceability and monitoring. This activity is also important to the analysis of the impact that the various production activities have in terms of waste, in order to implement measures to reduce the effects on the environment.

As a producer, the group is responsible for its waste until it reaches the disposal facility. Accordingly, Salcef Group supervises all waste management activities until disposal, both as a producer and contractor. In this respect, the group ensures that all transporters and disposal facilities have the necessary authorisations, requirements and certifications through suitable qualification and assessment activities and contractual arrangements, as described in the Supplier management cycle section. During production activities, continual monitoring is carried out, involving periodic inspections to ensure that procedures and applicable legislation are implemented, machines and instruments are kept clean, maintained and in good repair, and that materials and waste are stored correctly.

The end goal of this process is to maximise the dissemination within the group of a management approach underpinned by environmental awareness and production aimed at sustainability.

Waste generated

The following tables sets out the waste generated in the 2020-2022 period, showing the quantities of hazardous and non-hazardous special waste disposed of or recovered, by type. Quantities are shown in tonnes (t).

The tables show the share of certain types of waste, such as non-hazardous aggregates and materials arising from construction and maintenance activities for railway infrastructure and packaging deriving from production processes carried out in the facilities and production sites. In general, the activities of work sites, which have extremely different lifespans, and the operations of the facilities vary on the basis of the tenders won during the year. The group is committed to complying with recycling rules for the proper disposal of the waste generated and to pursue improvements in its waste management.

The production of hazardous waste is minimal compared to total waste. It mainly derives from oils for engines, filters, pads, etc. coming from machine maintenance activities by the Railway Machines business unit. This quantity has dropped sharply in recent years, mainly due to processes to optimise machine maintenance activities which provide for a drastic decrease in solvents (hazardous waste) in washing activities in favour of water-based solutions. In addition, the use of newer and more efficient machinery is producing a huge drop in all hazardous waste generated by machine maintenance. In 2020, major renovation works were carried out on the group's future headquarters, which produced a significant amount of waste, including hazardous waste. In 2022, specifically, a large amount of "Glass, plastic and wood containing or contaminated by hazardous substances" waste was produced by the recovery of wooden railway sleepers containing wood impregnated with cretosole oil dismantled during the renewal underway.

Hazardous waste 2020 2021 2022
(t) Recovery Disposal Total Recovery Disposal Total Recovery Disposal Total
Other oils for engines, gears and
lubrication
13,964 - 13,964 21 0 22 22 2 24
Other emulsions - 3,760 3,760 - 2 2 - 1 1
Absorbent material, filtering
materials (including oil filters not
otherwise specified), rags and
protective clothing contaminated
with hazardous substances
6 3,601 3,607 8 6 14 4 8 12

Hazardous waste 2020 2021 2022
(t) Recovery Disposal Total Recovery Disposal Total Recovery Disposal Total
Hazardous components other than
oil filters, brake pads containing
asbestos, brake fluid and anti-freeze - 2,830 2,830 - 4 4 2 3 5
fluids containing hazardous
substances
Non-chlorinated mineral oils for
engines, gears and lubrication 2,664 - 2,664 3 6 9 1 0 1
Packaging containing residues of or
contaminated by hazardous 3 2,164 2,167 4 2 6 8 3 11
substances
Waste paints and enamels
containing organic solvents or other - 1,460 1,460 2 3 5 0 3 3
hazardous substances
Lead batteries 1,266 - 1,266 2 0 2 4 - 4
Oil filters 1,079 - 1,079 1 0 1 1 1 2
Glass, plastic and wood containing
or contaminated by hazardous 155 126 281 506 21 527 1,011 - 1,011
substances
Other hazardous waste 6 41 47 10 16 26 15 6 22
Total hazardous waste 19,143 13,982 33,125 558 60 617 1,069 27 1,096
Non-hazardous waste 2020 2021
(t) Recovery Disposal Total Recovery Disposal Total Recovery Disposal Total
Railway ballast not containing
hazardous substances
358,995 - 358,995 309,706 - 309,706 402,460 0 402,460
Concrete 114,344 - 114,344 145,969 - 145,969 152,960 210 153,171
Iron and steel 62,297 - 62,297 1,136 - 1,136 1,849 0 1,849
Filings and shavings of ferrous
materials
49,123 - 49,123 591 - 591 73 2 76
Packaging with mixed materials 44,892 - 44,892 236 - 236 259 1 260
Earth and rocks not containing
hazardous substances
44,219 84 44,303 49,140 148 49,288 103,804 11,097 114,901

Non-hazardous waste 2020 2021 2022
(t) Recovery Disposal Total Recovery Disposal Total Recovery Disposal Total
Mixed waste from construction and
demolition activities not containing
mercury, PCB and other hazardous
substances
10,485 - 10,485 6,241 - 6,241 24,178 0 24,178
Septic tank sludge 4 7,839 7,843 14 95 109 - 125,010 125,010
Plastic waste 2,614 - 2,614 17 11 29 6 11 18
Tyres no longer used 2,325 - 2,325 7 - 7 56 2 58
Other non-hazardous waste 5,408 506 5,914 2,800 314 3,114 7,315 211 7,526
Total non-hazardous waste 694,708 8,429 703,137 515,857 568 516,425 692,961 136,544 829,505
Total waste generated (t) 713,851 22,411 736,262 516,415 628 517,043 694,030 136,572 830,601
--------------------------- --------- -------- --------- --------- ----- --------- --------- --------- ---------

Waste and recovery

The waste generated is generally diverted to recovery operations and the transport and disposal activities are entrusted to specialist companies, in full compliance with the legislation applicable to waste and group procedures. Given the significant use of natural resources in the construction and railway sector, it is important to consider alternatives to merely disposing of waste in authorised centres in order to reduce the environmental impact.

Depending on the type of waste, the recovery of materials can take various forms. However, as shown in the table, the main recovery activity regards the retention of aggregates or their reuse for the production of

secondary raw materials, which is usually preferred to recycling. All operations are generally carried out offsite by specialised centres.

Most of the waste diverted to recovery operations comes from construction and demolition (aggregates) activities and can therefore be disposed of as unrecyclable waste (cement, bricks, tiles and ceramics, cement mixes, earth and rocks).

Although most of the waste pollutes very little or not at all, its correct management by the production unit is vital. Close attention is therefore paid to the waste generation stage, which ensures the separation of hazardous waste and other types in order to make recovery and/or recycling possible.

Hazardous waste 2020 2021 2022
(t) On site Off site Total On site Off site Total On site Off site Total
Preparation for reuse - 18,953 18,953 - - - - - -
Recycling 8 2 10 - 11 11 - 2 2
Other recovery
operations
- 180 180 - 547 547 - 1,067 1,067
Total hazardous
waste
8 19,135 19,143 - 558 558 - 1,069 1,069
Non-hazardous
waste
2020 2021 2022
(t) On site Off site Total On site Off site Total On site Off site Total
Preparation for reuse - 161,906 161,906 10,498 - 10,498 - 9,094 9,094
Recycling - 56,538 56,538 - 79,834 79,834 - 163,056 163,056
Other recovery
operations
- 476,264 476,264 - 425,525 425,525 - 520,810 520,810
Total non
hazardous waste
- 694,708 694,708 10,498 505,359 515,857 - 692,961 692,961
Total waste
diverted to 8 713,843 713,851 10,498 505,916 516,414 - 694,030 694,030
recovery (t)

Waste disposal

Disposal, which legislation identifies as the least preferable option in the waste management hierarchy, consists of the treatment and definitive deposit of waste and scraps that cannot be used further. For Salcef Group, disposal is identified with the deposit in landfill or temporary storage for subsequent operations such

as treatment, incineration, etc. In 2022, almost all waste directed to disposal off-site is comprised of septic tank sludge which cannot be recovered.

Hazardous waste 2020 2021 2022
(t) On site Off site Total On site Off site Total On site Off site Total
Landfill - 13,980 13,980 - 23 23 - 0 0
Incineration (with
energy recovery)
- 6 6 - 2 2
Other disposal
operations
- 2 2 - 30 30 - 25 25
Total hazardous
waste
- 13,982 13,982 - 60 60 - 27 27
Non-hazardous 2020 2021 2022
waste
(t) On site Off site Total On site Off site Total On site Off site Total
Incineration (with
energy recovery)
- 33 33 39 - 39 - 11,307 11,307
Landfill 405 7,917 8,322 - 375 375 - 39 39
Other disposal
operations
- 74 74 - 154 154 - 125,198 125,198
Total non
hazardous waste
405 8,024 8,429 39 529 568 - 136,544 136,544
Total waste
disposal (t) 405 22,006 22,411 39 589 628 - 136,572 136,572

2.4

Directors' report - Part IV

Other information

Events after the reporting date

Treasury share repurchase programme

2022-2025 stock grant plan

2022-2023 performance shares plan

Outlook

Related party transactions

Corporate governance and ownership structure report

Disclosure required by articles 70 and 71 of the Issuers Regulation

Other information

Proposal for the approval of the separate financial statements and allocation of the profit for the year

Events after the reporting date

No events have taken place from the reporting date to the date of preparation of this report that would have had a significant impact on the group's financial position at 31 December 2022 or its financial performance and cash flows for the year then ended.

Below are details of the events after the reporting date that did not have any impact on the group's financial position at 31 December 2022.

Relocation of administrative and registered offices

In January 2023, the parent relocated its registered office from Via di Pietralata 140 to Via Salaria 1027, remaining within the municipality of Rome.

The registered offices of the subsidiaries Salcef S.p.A., Euro Ferroviaria S.r.l., Coget Impianti S.r.l., Overail S.r.l., SRT S.r.l., RECO S.r.l. and Consorzio Stabile Itaca S.c.a.r.l. were also relocated to the same address.

The subsidiary Francesco Ventura Costruzioni Ferroviarie S.r.l. relocated its registered office from Piazza Sant'Andrea della Valle 6 to Via Salaria 1027, remaining within the municipality of Rome.

The group's new headquarters at the Via Salaria building became ready for use following a large-scale renovation project, with over 8,000 square metres now available to meet the group's need for larger work spaces to match its expansion in recent years. The space is fit for new work methods: current, future and always evolving.

Croatia's adoption of the Euro

Croatia joined the Eurozone on 1 January 2023, with the Kuna conversion rate set at 7.53450 Kuna per Euro. The effects of translating the foreign currency balances of Salcef S.p.A.'s Croatian branch will be immaterial as the amounts are negligible and the aforementioned conversion rate is very similar to the rate used to translate such foreign operation's balances at 31 December 2022.

Group extends its presence in Scandinavian countries

In 2022, the Salcef Group signed agreements with the Norway-based Nordic Infrastructure Group to acquire a 60% interest in two companies, Salcef Nordic AS based in Oslo (Norway) and Salcef Nordic AB based in Stockholm (Sweden) with a view to expanding the group's presence in Scandinavia. The acquisition of the

Norwegian company's shares was finalised in 2023, while the Swedish transaction will be completed over the coming months.

Repurchases of treasury shares

The parent continued its treasury share repurchase programme up until 13 March 2023, when it reached the maximum number of shares that can be repurchased as per the terms and methods set by the shareholders at their meeting of 29 April 2022 (see the next section for more information).

Treasury share repurchase programme

In their ordinary meeting of 29 April 2022, the shareholders of the parent revoked the authorisation given on 29 April 2021 to the board of directors, for the part not exercised, and authorised the board of directors to use and repurchase, including in more than one tranche, ordinary shares of the parent up to a maximum which, considering the ordinary shares of the parent held at any time by the parent and its subsidiaries, shall not cumulatively exceed 10% of the parent's share capital, pursuant to article 2357.3 of the Italian Civil Code. The repurchase may be carried out according to the methods permitted by article 132 of the Consolidated Finance Act and article 144-bis of the Issuers' Regulation. Authorisation was granted to, inter alia:

  • use treasury shares for the 2021-2024 stock grant plan, the 2022-2025 stock grant plan, the 2022- 2023 performance share plan and any future incentive plans to motivate and encourage the loyalty of employees, consultants and directors of the parent and subsidiaries and/or other parties that the board of directors may choose at its discretion;
  • perform transactions like sales and/or exchanges of treasury shares to acquire direct or indirect equity investments and/or real estate and/or to reach agreements with strategic partners and/or to carry out business projects or corporate finance deals that fall within the parent's and the group's expansion goals;
  • carry out transactions following the repurchase or sale of shares, within the limits dictated by market practices;
  • perform, directly or via brokers, transactions to stabilise and/or support the liquidity of the parent's shares in accordance with market practices;
  • set up an inventory of shares to be used for future one-off financing transactions;
  • perform a medium- or long-term investment or in any case seize a good investment opportunity, even considering the risk and expected return of alternative investments, including purchasing and selling shares whenever appropriate;

• use excess liquid funds.

Pursuant to article 2357-ter of the Italian Civil Code, the shareholders also authorised the board of directors to use, in whole or in part and in one or more transactions, the ordinary shares repurchased as part of the above resolution or otherwise held by the parent.

The repurchase may be made in one or more tranches within 18 months of the date of the meeting at which the shareholders took the relevant resolution. Conversely the authorisation to use the ordinary treasury shares is without any time limits.

In line with the shareholders' resolution of 29 April 2022, the board of directors launched the treasury share repurchase and use programme on 14 November 2022. Its resolution established that up to 300,000 of the parent's shares would be repurchased, in one or more tranches, for a maximum consideration of €7.7 million and to ensure that, at any time and considering the treasury shares held from time to time by the parent and its subsidiaries, such treasury shares would not exceed 10% of the parent's share capital. The parent gave Banca Akros a mandate to coordinate and/or carry out the transaction.

The parent holds 538,257 treasury shares at the reporting date, equal to 0.863% of its share capital. No shares are held through its subsidiaries, trustees or nominees.

At the date of preparation of this report, the parent holds 798,243 treasury shares.

2022-2025 stock grant plan

During their ordinary meeting on 29 April 2022, the shareholders approved the 2022-2025 stock grant plan for certain employees, including key management personnel, of the parent and Salcef Group companies and other beneficiaries in management positions that are considered important within the group context (the "stock grant plan"). The stock grant plan provides for the right to receive up to a maximum of 40,000 ordinary shares for free upon the achievement of previously determined performance objectives and after a certain vesting period.

As resolved by the shareholders and following the favourable opinion of the remuneration and appointment committee, the board of directors approved the launch of the stock grant plan, with assignment of the rights on 27 June 2022. The board's resolution identified 39 beneficiaries who were assigned a total of 17,648 rights to receive a maximum of 17,648 shares.

The stock grant plan has one grant cycle and two vesting periods, of which the first (for 50% of the assigned rights) will end with approval of the separate financial statements at 31 December 2023 and the second (for the remaining 50%) will end with approval of the separate financial statements at 31 December 2024. The granting of shares and their delivery are subject to achievement of performance objectives and continued employment with the group. More information is available in the information document drafted as per article 114-bis of the Consolidated Finance Act and article 84-bis of the Issuers'

Regulation. This document is available at the parent's registered office and on its website www.salcef.com (Corporate Governance/Shareholders' Meeting section).

At the assignment date (27 June 2022, the date of the board of directors' meeting when the beneficiaries were decided), the fair value of each share was €16.74.

2022-2023 performance shares plan

During their ordinary meeting on 29 April 2022, the shareholders approved the "2022-2023 performance share plan" for certain key management personnel of the parent and Salcef Group companies (the "performance share plan"). The performance share plan provides for the right to receive up to a maximum of 10,000 ordinary shares for free upon the achievement of previously determined performance objectives and after a certain vesting period.

As resolved by the shareholders and following the favourable opinion of the remuneration and appointment committee, the board of directors approved the launch of the performance share plan, with assignment of the rights on 27 June 2022. The board's resolution identified two beneficiaries who were assigned a total of 5,540 rights to receive a maximum of 5,540 shares.

The stock grant plan has one grant cycle and two vesting periods, of which the first (for 60% of the assigned rights) will end with approval of the separate financial statements at 31 December 2023 and the second (for the remaining 40%) will end with approval of the separate financial statements at 31 December 2026. The granting of shares and their delivery are subject to achievement of performance objectives and continued employment with the group. More information is available in the information document drafted as per article 114-bis of the Consolidated Finance Act and article 84-bis of the Issuers' Regulation. This document is available at the parent's registered office and on its website www.salcef.com (Corporate Governance/Shareholders' Meeting section).

At the assignment date (27 June 2022, the date of the board of directors' meeting when the beneficiaries were decided), the fair value of each share was €16.74.

Outlook

In 2023, the group will continue to operate in its sectors of interest (permanent way systems, electrical traction and technological works, multidisciplinary railway works, design, maintenance and construction of rolling stock and production of prestressed vibrated reinforced concrete sleepers) in Italy and abroad in those countries where it already has a strong business footprint and its specialised plant and personnel have ensured efficient service for many years.

Turnover is expected to increase in 2023 due to the combined effect of organic growth and the contribution of the companies acquired in 2022, namely the business unit acquired by Euro Ferroviaria S.r.l. from the PSC

Group on 1 May 2022 and, especially, FVCF which joined the group on 23 December 2022 and, therefore, did not contribute to its results for that year.

Public investment in the railway sector in the geographical segments where the group has a significant base will continue to increase. In Italy, which is the subsidiaries' main market, the Ferrovie dello Stato Group and most other railway, tram and metro infrastructure operators have all intensified their investment programmes both for new infrastructure and for routine and extraordinary maintenance, as well as to upgrade and improve existing infrastructure. In 2022, bidding activities were very intense and the group expects to be awarded new contracts in 2023, given the operators' intention to deploy their available resources rapidly and, especially in Italy, the funds made available under the National Recovery and Resilience Plan in line with the investment programme agreed with the European Union.

It is more difficult to make assumptions about future profitability although the group has a very strong order backlog (which will keep its workforce busy throughout 2023) and profit margins in line with the recent past. However, external inputs may make it necessary to modify contract budgets to cover possible rises in costs of not only raw materials, but also all those other cost factors, such as personnel expense, the cost of transport, services, subcontracts and energy, especially from non-renewable sources. While many governments, including the Italian one, have introduced systems (of varying effectiveness) to regulate and counter the increase in production costs and help companies active in the sectors hit by the spiralling inflation, the group cannot be sure that it will be able to recoup all these extra costs during the year. In addition, the outcome of one of the events that has driven inflationary dynamics the most in Europe, the Russia - Ukraine war, is completely unpredictable and could even take on more serious overtones, with unforeseeable effects.

Moreover, and again in relation to profitability, additional internal factors need to be considered, such as: (i) the group's greater scale and its investments in different companies and footholds in different markets that have dissimilar commercial potential and average profitability levels, depending on their characteristics; (ii) the need to fully integrate the newly-acquired FVCF into the group in 2023 and to facilitate its recovery of the efficiency that has been lacking in recent years and which steadily eroded production and profitability, so as to allow it to reach at least the average levels of its reference market in the short term.

In 2023, the subsidiaries Salcef S.p.A., Euro Ferroviaria S.r.l., FVCF S.r.l. and Overail S.r.l. will mostly continue to work in the domestic permanent way systems sector in line with the national master agreements for the renewal and maintenance of tracks and turnouts for the 2021-2023 three-year period for RFI S.p.A. for the lots in central and north-west Italy, as well as in southern Italy, following the acquisition of FVCF. The group has a multitude of other contracts for the maintenance and renewal of railway and urban lines in the same sector. It has work sites active in Lazio and, specifically, Rome, for projects assigned by Atac (the Rome public transport body) and Astral (Lazio roads authority). The group's largest work sites have been set up for: (i) renewal of the permanent way systems on the Anagnina - Ottaviano section of Line A of the Rome Metro; (ii) extraordinary maintenance of the permanent way systems of the tram system in Rome; and (iii) maintenance work on the Rome metro network and the urban railway lines in Lazio: Roma - Lido and Roma - Viterbo.

Other work sites carry out both maintenance projects and network renewal and extension projects for other customers in the permanent way systems sector in Italy: (i) projects for the maintenance and requalification of narrow guage railway lines in Sardinia on behalf of ARST; (ii) routine and extraordinary maintenance of urban and regional lines managed by EAV, the Volturno independent authority); and (iii) numerous projects for the maintenance and extension of existing lines on behalf of Ferrovie Appulo-Lucane, Ferrovie della Calabria, TUA and Circumetnea.

The group also has foreign work sites active in the track works sector, some of which are managed by Salcef S.p.A.'s branches and others by the North American subsidiary Delta Railroad Constrution and Bahnbau Nord GmbH with Salcef Bau GmbH in Germany.

In the United States, Delta Railroad Construction has a sizeable order backlog worth approximately USD168 million in the track works sector. Its largest contract is the construction of the Purple Line for Maryland Transportation Authority (outstanding contract value of roughly USD69 million at the end of 2022) and numerous other smaller contracts in other states. Its ongoing projects guarantee work for at least two years. The group has set up another company, Salcef Railroad Services, to develop other opportunities in this country.

Bahnhau Nord GmbH and Salcef Bau GmbH cover the north and central-south of Germany, respectively, and manage smaller work sites, mostly for track works and, to a lesser extent, civil works as part of the Heavy Civil Works business unit (renewal of railway bridges). Investments in the railway sector are expected to increase, driven by Deutsche Bahn's extraordinary ten-year plan.

Salcef's operating branches are completing projects in the United Arab Emirates, Egypt and Saudi Arabia. However, the most important country in terms of the order backlog and potential new projects for 2023 and beyond, is currently Romania. Salcef has an order backlog for this country worth more than €270 million at year end, related to contracts acquired directly or as part of joint ventures with Webuild S.p.A.. The customer is CFR in all cases and the contracts cover the upgrading of railway lines in Timișoara and Arad as well as the modernisation of Lots 3 and 4 of the Caransebeș - Timișoara - Arad railway line. All contracts will commence in 2023 although significant production output is not expected, particularly for the railway line modernisation projects, although this situation will change in subsequent years.

In addition to some activities in Germany, the Heavy Civil Works BU will continue to work on two projects awarded by the IRICAV DUE consortium for civil works and track works on Lots 1 and 5 of the Verona-Vicenza Junction of the HS/HC Verona Padua section. These projects are worth approximately €172 million at 31 December 2022 and are funded under the National Recovery and Resilience Plan. They started in 2022 and will be completed in 2025.

The Energy BU has an order backlog of more than €300 million on which Salcef S.p.A., Euro Ferroviaria S.r.l. and Coget Impianti S.r.l. are working. It has numerous work sites active in Italy, mostly set up for: (i) the renewal and maintenance of electrical traction systems on RFI's operating lines for various lots during the 2019-2021 three-year period; (ii) the maintenance of signalling systems and substations on RFI's operating lines for various lots during the 2019-2021 three-year period, (iii) work for Lot 3 of the project to develop

ERTMS signalling systems in central Italy; and (iv) the renewal and maintenance of high and medium voltage overhead power lines in specific areas on behalf of Terna.

The group's order backlog also includes additional contracts for the Track & Light Civil Works and Energy BU for the modernisation and building of railway infrastructure in Italy.

Overail S.r.l., the group company that produces reinforced concrete components, mainly railway sleepers which it customises to Italian customer requirements, commenced production of concrete slabs for railway lines. This new product complements its existing product portfolio, which already included alternatives to ballasted tracks for metro lines. Overail's biggest contract is linked to the master agreement for the renewal of tracks and turnouts for RFI in central Italy in the 2021-2023 two-year period.

After acquiring a large new facility in the Terre Roveresche municipality (Pesaro-Urbino), near its original location in Fano, the subsidiary SRT S.r.l. will continue to mainly construct and maintain rolling stock for group companies as well as to build machinery for third parties. Its key products are grinding trains, of which it constructs various models, for the rail and turnout grinding service. Its trains are available in different sizes with different production capacity.

Overall, in the absence of currently unforeseeable external events, the group does not expect its production capacity and profitability to be affected in the short-term, given the size and make up of its order backlog.

Related party transactions

Related party transactions do not qualify as either atypical or unusual, as they form part of the group's normal operations. They are carried out in the group's interest on an arm's length basis. Reference should be made to the Related party transactions section of the notes to the consolidated financial statements for further information, including the disclosures required by Consob resolution no. 17221 of 12 March 2010, amended with resolution no. 17389 of 23 June 2010. The "Related party transaction procedure" is available in the Governance/Procedures and regulations section of the parent's website (www.salcef.com).

Corporate governance and ownership structure report

Salcef Group S.p.A.'s corporate governance model is consistent with the principles of the "Code of Conduct for Listed Companies" approved by the Corporate Governance Committee and endorsed by Borsa Italiana S.p.A., ABI (Italian banking association), ANIA (National association of insurance companies), Assogestioni (Italian association of asset management companies), Assonime (Italian association of publicly listed companies) and Confindustria (General confederation of Italian industry).

In accordance with article 123-bis of the Consolidated Finance Act (Legislative decree no. 58 of 24 February 1998 as subsequently amended), the parent prepares an annual corporate governance and ownership structure report which includes the disclosures required by points 1 and 2 of the above article.

The 2022 corporate governance and ownership structure report, approved by the parent's directors on 16 March 2023, has been published on the parent's website in the Governance/Shareholders' meeting section (www.salcef.com).

Disclosure required by articles 70 and 71 of the Issuers Regulation

On 6 October 2020, in accordance with articles 70.8 and 71.1-bis of the Issuers' Regulation, Salcef Group S.p.A.'s board of directors resolved to opt out of publishing the disclosures required by Annex 3B to the Issuers' Regulation for significant mergers, demergers, share capital increases through contributions in kind, acquisitions and sales.

Other information

Research and development activities

The group is constantly engaged in the development of new technological solutions and new, better performing products to support the development of railway infrastructure to allow its high performance in terms of speed and safety and to contribute to the development of sustainable mobility. Most of the R&D costs incurred by the group are borne by Overail S.r.l. and SRT S.r.l..

The production facility managed by Overail S.r.l. is a research centre for the development of solutions to improve the characteristics of existing products as well as the development of patents for new innovative high performance products to be launched on the market. Thanks to its internal laboratory and equipment to test the products, the group company can study various types of cement, including innovative materials like fiber-reinforced concrete. In addition, Overail S.r.l. has partnerships with universities, research centres and other companies.

SRT S.r.l. designs and develops rolling stock. Its products represent a continuous improvement of the operational capabilities of rolling stock and working conditions, focusing especially on safety. The group company consults its customers when designing new solutions as many ideas are the response to real needs and issues that arise in the group's many work sites in Italy and abroad. It integrates the most innovative technologies into the development processes to provide cutting-edge solutions for the design and construction of rolling stock.

More information about the group's R&D activities is available in its consolidated non-financial statement.

Branches

COUNTRY ADDRESS TYPE USE
Salcef Group S.p.A.
Romania Bucharest, Str. Theodor D. Sperantia n. 123 Branch Offices
Egypt Cairo, Elnozha Street Flat n. 5 13 Branch Offices
Saudi Arabia Riyadh, Al Uraija Al Gharbiya, Al Nemer Al Gharabi Salalah 6569 Branch Offices
Salcef S.p.A.
Romania Bucharest, Str. Theodor D. Sperantia n. 123 Branch Offices
Norway Oslo, Postboks 7000 – 0306 Majorstuen Branch Offices
Switzerland Mendrisio, Via Franscini, 16 - 6852 Branch Offices
Croatia Zagreb, Jurja Zerjavica, 11 - 10000 Branch Offices
Abu Dhabi Abu Dhabi, Mina Road Silverwave Tower Bldg n. 230 Branch Offices
Australia West Perth WA 6005, Level 2, 1 Prowse Street Branch Offices
Egypt Cairo, Elnozha Street Flat n. 6 13 Branch Offices
Saudi Arabia Riyadh, Olaya District, Al Nemer Center Building 2 Branch Offices
Overail S.r.l.
Italy Aprilia (LT), 04011 - Via Nettunense Km 24.20 Facility Production
SRT S.r.l.
Italy Fano (PS), 61032 - Via del Bersaglio 2 Facility Construction
Italy Sant'Ippolito (PU), 61040 – Via delle Industrie 9/B Facility Construction
Coget Impianti S.r.l.
Italy Corteno Golgi (BS), 25040 - Via Antonio Schivardi 221 Offices Offices
Italy Rovato (BS), 25038 - Via Gavia 20-26 Warehouse Production
Francesco Ventura Costruzioni Ferroviarie S.r.l.
Italy Rome (RM), 00195 – Via Sabotino 12 Offices Offices
Italy Bari (BA), 70100 – Via Roberto da Bari 108 Offices Offices
Italy Paola (CS), 87027 – Via della Civiltà, snc Offices Offices
Italy Cosenza (CS), 87100 – Contrada Vaglio Lise, snc Offices Offices

The group companies have the following branches and local units:

Shares or quotas of parents

Salcef Group S.p.A. does not hold shares or quotas of its parents either directly or indirectly via trustees or nominees.

Shares or quotas of parents purchased or sold during the year

The group companies did not purchase or sell treasury shares or shares or quotas of parents either directly or indirectly via trustees or nominees.

Management and coordination

The parent is not managed and coordinated by another entity pursuant to article 2497 and following articles of the Italian Civil Code as it has checked that the presumption of management and coordination as per article 2497-sexies of the Italian Civil Code is not applicable.

Disclosure of non-EU significant companies

Salcef Group S.p.A. indirectly controls Delta Railroad Construction Inc. (and its subsidiaries) via Sacef USA Inc.. Delta Railroad Construction Inc. was incorporated under US law and qualifies as a significant subsidiary under article 15.2 of the Market Regulation (adopted by Consob with resolution no. 20249 of 28 December 2017 as subsequently amended), which refers to article 151 of the Issuers' Regulation (adopted by Consob with resolution no. 11971 of 14 May 1999 as subsequently amended).

With respect to this subsidiary: (i) Delta Railroad Construction Inc. prepares financial statements, deposited at its registered office, for inclusion in the group's consolidated financial statements; (ii) the parent has obtained a copy of its by-laws and details of the composition and powers of its corporate bodies; (iii) Delta Railroad Construction Inc. has engaged independent auditors that provide the parent's independent auditors with the information necessary to allow the latter to perform its audit of the annual consolidated financial statements and the condensed interim consolidated financial statements; and (iv) Delta Railroad Construction Inc. has an administrative and accounting system that is adequate to provide the parent with its financial reporting figures, prepared in accordance with the group's accounting policies and necessary to allow the parent to prepare consolidated financial statements.

Reconciliation of Salcef Group S.p.A.'s equity and profit for the year with those of the group

A reconciliation of the parent's equity at 31 December 2022 and 2021 and its profit for the years then ended with those of the group is presented below:

Profit for
2022
Equity at
31.12.2022
Profit for
2021
Equity at
31.12.2021
Salcef Group S.p.A. 36,033 336,225 33,301 325,890
Contribution of subsidiaries 55,496 55,188 59,024 58,934
Dividends (45,090) (45,094) (50,261) -
Elimination of intragroup profits and losses (1,108) (5,725) (2,993) (5,246)
Goodwill - 101,410 - 41,795
Total equity 45,331 442,004 39,071 421,373

(€'000)

Proposal for the approval of the separate financial statements and allocation of the profit for the year

Dear shareholders,

We invite you to approve the separate financial statements as at and for the year ended 31 December 2022, comprised of the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes, attached hereto, which give a true and fair view of the parent's financial position at 31 December 2022 and financial performance and cash flows for the year then ended and which match the accounting entries.

We propose you approve the allocation of the profit for the year of €36,032,511 as follows:

  • €1,801,626 to the legal reserve (5% of the profit);
  • €0.50 to each share outstanding at the ex-dividend date, excluding treasury shares held in portfolio at that date;
  • the remainder to retained earnings.

Rome, 16 March 2023

_________________________

CEO

Valeriano Salciccia

CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2022

Consolidated financial statements as at and for the year ended 31 December 2022

Notes to the consolidated financial statements

Attestation on the consolidated financial statements

3.1

Consolidated financial statements as at and for the year ended 31 December 2022

Statement of financial position

Income statement

Statement of comprehensive income

Statement of changes in equity

Statement of cash flows

STATEMENT OF FINANCIAL POSITION

ASSETS Note 31.12.2022 31.12.2021
Non-current assets
Intangible assets with finite useful lives 1 17,724,878 7,584,146
Goodwill 2 101,409,924 41,795,326
Property, plant and equipment 3 194,829,294 123,798,390
Right-of-use assets 4 17,073,977 14,197,300
- of which, with related parties 33 993,661 1,324,881
Equity-accounted investments 5 135,643 40,543
Other non-current assets 6 25,112,368 20,806,786
- of which, with related parties 33 1,526,853 0
Deferred tax assets 7 25,452,686 19,984,980
Total non-current assets 381,738,770 228,207,471
Current assets
Inventories 8 29,764,667 20,664,592
Contract assets 9 156,033,743 107,701,357
Trade receivables 10 140,505,148 89,108,678
- of which, with related parties 33 11,609,934 282,145
Current tax assets 11 4,167,579 4,121,517
Current financial assets 12 148,643,040 101,588,336
- of which, with related parties 33 0 353,465
Cash and cash equivalents 13 135,245,724 166,175,877
Other current assets 14 35,333,090 26,806,619
Assets held for sale 35 2,529,499 0
Total current assets 652,222,490 516,166,976
TOTAL ASSETS 1,033,961,260 744,374,447

LIABILITIES Note 31.12.2022 31.12.2021
Equity attributable to the owners of the parent
Share capital 141,544,532 141,544,532
Other reserves 252,475,698 238,422,972
Profit for the year 45,333,687 39,070,532
Total equity attributable to the owners of the parent 439,353,917 419,038,036
Share capital and reserves attributable to non-controlling
interests
2,348,332 2,062,943
Profit for the year attributable to non-controlling interests 302,068 271,889
TOTAL EQUITY 15 442,004,317 421,372,868
Non-current liabilities
Non-current financial liabilities 16 119,211,190 79,849,385
Lease liabilities 4-16 10,428,864 5,694,159
- of which, with related parties 33 727,379 1,070,223
Employee benefits 17 6,678,524 1,154,868
Provisions for risks and charges 18 2,357,957 3,818,911
Deferred tax liabilities 7 7,732,723 3,259,382
Other non-current liabilities 21 4,266,809 4,194,843
Total non-current liabilities 150,676,067 97,971,548
Current liabilities
Bank loans and borrowings 16 4,064,734 0
Current financial liabilities 16 89,263,299 62,544,658
Current portion of lease liabilities 4-16 5,387,527 5,128,669
- of which, with related parties
33 342,844 329,658
Current employee benefits 17 1,127,387 971,286
Contract liabilities 9 77,763,713 12,916,604
Trade payables 19 218,281,916
460,002
117,503,520
- of which, with related parties 33 1,182,922
Current tax liabilities 20 8,085,187 5,019,927
Other current liabilities 21 36,035,410 20,945,367
Liabilities directly associated with assets held for sale
Total current liabilities
35 1,271,703
441,280,876
0
225,030,031
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
591,956,943
1,033,961,260
323,001,579
744,374,447

INCOME STATEMENT

Note 2022 2021
Revenue from contracts with customers 554,708,807 434,552,360
- of which, from related parties 33 9,209,688 0
Other income 9,911,154 5,588,606
Total revenue 22 564,619,961 440,140,966
Raw materials, supplies and goods 23 (135,714,123) (91,808,541)
Services 24 (217,365,883) (171,090,842)
- of which, from related parties 33 (6,161,080) (454,092)
Personnel expense 25 (109,290,367) (93,726,356)
Amortisation, depreciation and impairment losses 26 (35,270,355) (27,363,104)
Impairment losses 27 (697,427) (1,780,465)
Other operating costs 28 (12,807,106) (9,839,764)
- of which, with related parties 33 (793,997) 0
Internal work capitalised 29 24,523,945 23,636,079
Total costs (486,621,316) (371,972,993)
Operating profit 77,998,645 68,167,973
Financial income 30 3,293,423 3,375,252
Financial expense 30 (13,935,216) (11,209,203)
- of which, with related parties 33 (50,342) (69,838)
Pre-tax profit 67,356,852 60,334,022
Income taxes 7 (21,721,097) (20,991,601)
Profit for the year 45,635,755 39,342,421
Profit for the year attributable to:
Non-controlling interests 302,068 271,889
Owners of the parent 45,333,687 39,070,532
Earnings per share:
Basic earnings per share 36 0.73 0.76
Diluted earnings per share 36 0.73 0.68

STATEMENT OF COMPREHENSIVE INCOME

Note 2022 2021
Profit for the year 45,635,755 39,342,421
Other comprehensive income/(expense) that will not be
subsequently reclassified to profit or loss
Net actuarial gains/(losses) 17 147,864 (33,549)
Net fair value gains/(losses) on securities measured at FVOCI 12 (154,880)
Related tax 7 (4,704) 9,501
Total (11,720) (24,048)
Other comprehensive income/(expense) that will be
subsequently reclassified to profit or loss
Net hedging gains/(losses) 12-16 4,796,354 (1,720,017)
Related tax 7 (1,151,125) 412,804
Net exchange gains 276,212 2,216,529
Total 3,921,441 909,316
Other comprehensive income, net of tax 3,909,721 885,268
Comprehensive income 49,545,476 40,227,689
Attributable to:
Non-controlling interests 302,068 271,889
Owners of the parent 49,243,408 39,955,800

STATEMENT OF CHANGES IN EQUITY

Note Share capital Other
reserves
Reserve for
treasury shares
Actuarial
reserve
Hedging
reserve
Translation
reserve
Reserve for
warrants
Retained
earnings
Profit for the
year
Equity att. to
non
controlling
interests
Equity
Balance at 1 January 2021 62,106,165 102,483,069 (3,612,456) (237,030) (302,034) (4,963,889) (4,675,218) 76,041,561 41,149,309 1,879,631 269,869,108
Profit for the year 39,070,532 271,889 39,342,421
Other comprehensive income (24,048) (1,307,213) 2,216,529 885,268
Comprehensive income - - - (24,048) (1,307,213) 2,216,529 - - 39,070,532 271,889 40,227,689
Allocation of prior year profit 1,227,256 39,922,053 (41,149,309) -
Exercise of warrants 74,638,367 24,416,473 4,675,218 103,730,058
Repurchase of treasury shares (4,752,702) (4,752,702)
Use of treasury shares 217,997 1,882,028 2,100,025
Dividend distribution (21,314,116) (21,314,116)
Share capital increase 4,800,000 26,547,059 31,347,059
Other variations/reclassifications (50,935) 33,370 183,312 165,747
Total owner transactions 79,438,367 52,357,850 (2,870,674) - - - 4,675,218 18,641,307 (41,149,309) 183,312 111,276,071
Balance at 31 December 2021 15 141,544,532 154,840,919 (6,483,130) (261,078) (1,609,247) (2,747,360) - 94,682,868 39,070,532 2,334,832 421,372,868
Note Share capital Other
reserves
Reserve for
treasury shares
Actuarial
reserve
Hedging
reserve
Translation
reserve
Reserve for
warrants
Retained
earnings
Profit for the
year
Equity att. to
non
controlling
interests
Equity
Balance at 1 January 2022 15 141,544,532 154,840,919 (6,483,130) (261,078) (1,609,247) (2,747,360) - 94,682,868 39,070,532 2,334,832 421,372,868
Profit for the year 45,333,687 302,068 45,635,755
Other comprehensive income (117,709) 105,989 3,645,229 276,212 3,909,721
Comprehensive income - (117,709) - 105,989 3,645,229 276,212 - 45,333,687 302,068 49,545,476
Allocation of prior year profit 1,665,045 37,405,487 (39,070,532) 0
Dividend distribution (28,474,765) (28,474,765)
Repurchase of treasury shares (695,871) (695,871)
Stock grants 31 243,109 243,109
Other variations/reclassifications 13,500 13,500
Total owner transactions - 1,908,154 (695,871) - - - - 8,930,722 (39,070,532) 13,500 (28,914,027)
Balance at 31 December 2022 15 141,544,532 156,631,364 (7,179,001) (155,089) 2,035,982 (2,471,148) 0 103,613,590 45,333,687 2,650,400 442,004,317

STATEMENT OF CASH FLOWS

Description 2022 2021
Profit for the year 45,635,755 39,342,421
Amortisation and depreciation 35,270,355 27,363,104
Impairment losses 697,427 1,780,465
Net financial expense 10,641,794 7,833,951
Net (gains)/losses on the disposal of property, plant and equipment (4,892,418)
Other adjustments for non-monetary items (7,201,763) (457,200)
Accruals (1,327,374) 1,218,559
Income taxes 21,721,097 20,991,601
(A) Cash flows from operating activities before changes in working
capital
100,544,873 98,072,901
(Increase) / decrease in inventories (4,782,741) (6,165,812)
(Increase) / decrease in contract assets/liabilities 13,738,783 (5,580,081)
(Increase) / decrease in trade receivables (26,609,980) (7,083,899)
Increase / (decrease) in trade payables 61,107,874 17,712,234
(Increase) / decrease in other current and non-current assets (6,732,016) (4,483,456)
Increase / (decrease) in other current and non-current liabilities 8,244,096 (10,066,487)
(B) Changes in working capital 44,966,016 (15,667,500)
Cash flows generated by operating activities (A+B) 145,510,889 82,405,401
Interest paid (2,837,522) (985,747)
Income taxes paid (17,996,791) (12,472,093)
(C) Cash flows generated by operating activities 124,676,576 68,947,561
Investing activities
Interest collected 480,256 155,153
Investments in intangible assets (4,489,872) (3,670,898)
Acquisition of property, plant and equipment (69,297,959) (46,028,636)
Investments in securities and other financial assets (42,033,626) (53,585,918)
Proceeds from the sale of property, plant and equipment 14,364,056 4,968,253
Proceeds from the sale of equity investments and non-current securities 5,620,685 20,735,035
Acquisition/sale of subsidiaries net of cash acquired (43,050,272) (5,487,152)
Exchange differences (896,038) (2,613,772)
(D) Cash flows used in investing activities (139,302,770) (85,527,935)
Financing activities
Disbursement of loans 90,468,779 82,000,000
Repayment of loans (61,356,894) (44,449,043)
Repayment of lease liabilities (7,023,980) (6,647,425)
Change in other financial liabilities (13,285,962) 7,684,135
Proceeds from the issue of company shares 0 107,036,440
Repurchase of treasury shares (695,871) (4,752,702)
Dividends distributed (28,474,765) (21,314,116)
(E) Cash flows generated by (used in) financing activities (20,368,693) 119,557,289
(F) Net change in cash and cash equivalents (C+D+E) (34,994,887) 102,976,915
(*) Opening cash and cash equivalents 166,175,877 63,198,962
Net change in cash and cash equivalents (34,994,887) 102,976,915
(*) Closing cash and cash equivalents 131,180,990 166,175,877

(*) Cash and cash equivalents are net of current bank loans and borrowings

3.2

Notes to the consolidated financial statements

General information on the reporting entity

Basis of preparation and compliance with the IFRS

Basis of presentation

Accounting policies

Key risks and uncertainties

Notes to the main statement of financial position captions

Notes to the main income statement captions

Other notes

Significant non-recurring events and transactions

Events after the reporting date

General information on the reporting entity

Salcef Group S.p.A. (the "parent") is a company limited by shares with registered office in Rome (Italy) in Via Salaria 1027. It is the parent of a group of specialist companies active in the design, construction and maintenance of systems for railway infrastructure and tram and metro networks in Italy and abroad.

The parent's ordinary shares are listed on the Euronext STAR Milan segment of the Euronext Milan market organised and managed by Borsa Italiana S.p.A..

The consolidated financial statements as at and for the year ended 31 December 2022 include the financial statements of the parent and those of its subsidiaries (collectively, the "Salcef Group" or the "group"). Salcef Group S.p.A.'s board of directors approved the consolidated financial statements and authorised them for publication on 16 March 2023.

At the date of preparation of these consolidated financial statements, Finhold S.r.l. (the "ultimate parent") holds the absolute majority of Salcef Group S.p.A. shares but does not manage or coordinate it.

On 6 October 2020, in accordance with articles 70.8 and 71.1-bis of the Issuers' Regulation, Salcef Group S.p.A.'s board of directors resolved to opt out of publishing the disclosures required by Annex 3B to the Issuers' Regulation for significant mergers, demergers, share capital increases through contributions in kind, acquisitions and sales.

Basis of preparation and compliance with the IFRS

In accordance with Regulation (EC) no. 106/2002 of 19 July 2002, the consolidated financial statements at 31 December 2022 have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Commission. The IFRS also include the International Accounting Standards (IAS) still in force and all interpretations of the International Financial Reporting Interpretations Committee (IFRIC), previously named the Standard Interpretations Committee (SIC), in force at the reporting date.

Basis of presentation

These consolidated financial statements at 31 December 2022 consist of the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and these notes.

Among the various options for the presentation of the statement of financial position, the group has opted to classify assets and liabilities as current or non-current.

The income statement is presented with the classification of the individual captions by nature, which is consistent with the group's internal management reporting model and is therefore deemed more indicative than presenting the captions by use, as it provides more reliable and meaningful information according to the segment to which each caption belongs.

The income statement and the statement of comprehensive income are presented as two separate statements and, therefore, the group has prepared a statement that presents the profit or loss components (the income statement) and another statement that starts with the profit or loss for the year and adds the other items of other comprehensive income thereto (the statement of comprehensive income). The latter shows changes in equity generated by transactions other than owner transactions.

The group has prepared the statement of cash flows using the indirect method, classifying cash flows as generated by operating, investing and financing activities.

The statement of changes in equity complies with the presentation requirements of IAS 1.

Pursuant to Consob resolution no. 15519 of 28 July 2006, any income and expense on non-recurring transactions are recognised separately in other comprehensive income. Similarly, the balances of related party transactions are presented separately in the consolidated financial statements. Note 33 provides information and details of related party transactions.

The group's presentation currency is the Euro, which is also the parent's functional currency. Assets and liabilities are presented separately without offsetting. The figures in the consolidated financial statements and the notes thereto are in Euros, unless indicated otherwise. Therefore, the total balances in some tables may be slightly different from the sum of the individual items due to the rounding of decimals.

Accounting policies

The general principle adopted to prepare these consolidated financial statements is that of historical cost, except for those captions that the IFRS require be measured at fair value. The most significant accounting policies applied are described below.

The group has prepared the consolidated financial statements as at and for the year ended 31 December 2022 on a going concern basis and to give a true and fair view of its financial position, financial performance and cash flows for the year. Management has made use of estimates as described later.

Consolidation scope and basis of consolidation

The consolidated financial statements at 31 December 2022 have been prepared by consolidating the parent's separate financial statements and the financial statements of the Italian and foreign companies that it directly or indirectly controls at the same date.

The group exercises control when it is exposed, or has rights, to variable returns from involvement with the investee or it has the power to directly or indirectly direct an investee's operating, management and administrative decisions and obtain benefits therefrom. Control is generally presumed to exist when the group directly or indirectly holds more than half of an investee's voting rights.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

The financial statements of the consolidated companies prepared for consolidation purposes have been suitably adjusted and reclassified to comply with group accounting policies, as detailed below.

The reporting date of the subsidiaries' financial statements is the same as the parent's. The following table shows the companies included in the consolidation scope and the parent's related direct and indirect investment percentages:

Consolidation scope at 31 December 2022

Share/quota Investment percentage
REGISTERED OFFICE CURRENCY capital/
consortium
fund
Indirect Direct Method
Subsidiaries
Salcef S.p.A. single-member company Rome - Italy Euro 60,000,000 100% Consolidation
Euro Ferroviaria S.r.l. single-member company Rome - Italy Euro 100,000 100% Consolidation
RECO S.r.l. single-member company Rome - Italy Euro 100,000 100% Consolidation
SRT S.r.l. single-member company Rome - Italy Euro 100,000 100% Consolidation
Overail S.r.l. single-member company Rome - Italy Euro 100,000 100% Consolidation
Coget Impianti S.r.l. Rome - Italy Euro 1,000,000 100% Consolidation
Francesco Ventura Costruzioni Ferroviarie S.r.l. Rome - Italy Euro 420,000 100% Consolidation
Salcef Deutschland GmbH Landsberg Am Lech - Germany Euro 162,750 100% Consolidation
Salcef Bau GmbH Landsberg Am Lech - Germany Euro 25,000 100% Consolidation
Bahnsicherung Nord GmbH Henstedt-Ulzburg - Germany Euro 25,000 100% Consolidation
Kampfmittelräumung Nord GmbH Henstedt-Ulzburg - Germany Euro 25,000 100% Consolidation
Schweißteam Nord GmbH Henstedt-Ulzburg - Germany Euro 25,000 100% Consolidation
Bahnbau Nord GmbH Henstedt-Ulzburg - Germany Euro 75,000 100% Consolidation
Sartorius Nova-Signal GmbH Henstedt-Ulzburg - Germany Euro 25,000 100% Consolidation
Salcef USA Inc. Wilmington (DE) - USA USD 10,000,000 100% Consolidation
Salcef Railroad Services Inc. Wilmington (DE) - USA USD 10,000 100% Consolidation
Delta Railroad Construction Inc. Ashtabula - Ohio USD 109,640 90% Consolidation
Deltarr Holding Company, Corp. Ashtabula - Ohio USD 500 100% Consolidation
Delta Railroad Company of Canada, ULC Toronto - Canada CAD 1 100% Consolidation
Consorzio Stabile Itaca S.c.a.r.l. Rome - Italy Euro 40,000 96.06% Consolidation
Consorzio Stabile Contese Rome - Italy Euro 30,000 55.00% Consolidation
Associates and joint arrangements
Delta Railroad JV, LLC Ashtabula - Ohio USD 50.00% Proportionate consolidation
Railworks/Delta A Joint Venture New York (NY) - USA USD - 45.00% Proportionate consolidation
Sesto Fiorentino S.c.a.r.l. Rome - Italy Euro 10,000 47.68% Equity
Consorzio Armatori Ferroviari S.c.p.A. Lecce – Italy Euro 500,000 25.00% Equity
A.F.A.I. Armamento per la ferrovia Alifana inferiore
Società consortile a r.l.
Napoli – Italy Euro 20,000 15.00% Equity
RTS GmbH Seevetal - Germany Euro 12,500 50% Equity

Changes in the consolidation scope since 31 December 2021 in terms of companies in which the group has acquired or lost control in 2022 are as follows: (i) the acquisition of Francesco Ventura Costruzioni Ferroviarie S.r.l. ("FVCF S.r.l." or "FVCF") on 23 December 2022, recognised as a business combination with the group recognising the consideration as a provisional amount as permitted by paragraph 45 and following paragraphs of IFRS 3; (ii) the winding up of the investees Frejus S.c.a.r.l. in June 2022 and Consorzio I.C.A.V. in December 2022; (iii) the incorporation of Salcef Railroad Services Inc. (currently in start-up phase), whollyowned by Salcef USA Inc., and (iv) the acquisition of 55% of Consorzio Stabile Contese, part of the business unit acquired from the PSC Group. Indeed, in 2022, through the subsidiary Euro Ferroviaria S.r.l., the group acquired a business unit operating in the railway sector (the "PSC business unit") from the PSC Group. This transaction was accounted for as a business combination in Euro Ferroviaria S.r.l.'s financial statements at 31 December 2022 in accordance with IFRS 3, also in this case recognising the consideration as a provisional amount.

For additional details on the acquisition of FVCF and the PSC business unit, reference should be made to the section on key events of the year of the Directors' report, as well as note 34 where the information required by IFRS 3 on business combinations is provided.

The consolidation process is as follows:

  • subsidiaries are consolidated on a line-by-line basis, whereby:
    • the carrying amounts of their assets, liabilities, costs and revenue are included in full, regardless of the investment percentage held;
    • the carrying amount of the investment is eliminated against the group's share of the investee's equity;
    • the effects of intragroup transactions, including dividends distributed among the group companies, are eliminated;
    • non-controlling interests are classified in the specific equity caption. Likewise, the profit or loss for the year attributable to non-controlling interests is presented separately in the income statement;
  • investments in joint operations are consolidated using the proportionate method whereby:
    • the carrying amounts of their assets, liabilities, costs and revenue are included in full in proportion to the investment percentage held;
    • the carrying amount of the investment is eliminated against the group's share of the investee's equity;
    • the effects of transactions among the companies consolidated on a proportionate basis, including dividends distributed among the group companies, are eliminated;
  • investments in associates and joint arrangements are measured using the equity method, whereby their carrying amount is adjusted to consider the following:
    • consistency with group accounting policies, where necessary;
    • the investor's share of the investee's profit or loss realised after its acquisition;
    • changes in the investee's equity that are not recognised in profit or loss under the IFRS;
    • dividends distributed by the investee;
    • any differences identified upon acquisition (measured using the criteria set out in the "Business combinations" section) and recognised in accordance with the IFRS;
    • the group's share of equity-accounted investees' profit or loss is recognised in the income statement.

Dividends, impairment gains and losses and losses on consolidated investments, the gains or losses from intragroup sales of consolidated investments and the related tax are eliminated. Profits or losses from transactions among consolidated companies that have not been directly or indirectly realised with third parties are eliminated. Unrealised intragroup losses are recognised if the underlying transaction shows evidence of impairment of the transferred asset.

Business combinations

The group accounts for business combinations using the acquisition method when control is transferred to the group.

The consideration transferred in the business combination is measured at fair value, which is the sum of the fair values of the assets acquired and the liabilities assumed at the acquisition date.

Contingent consideration, considered part of the transaction price, is measured at its acquisition-date fair value and the obligation to pay contingent consideration is classified as other current or non-current financial liabilities.

Any subsequent fair value gains or loss are recognised immediately in profit or loss. The identifiable net assets acquired are generally measured at fair value. Any goodwill that arises, calculated as the difference between the consideration transferred and the fair value of the net assets acquired, is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships, which are generally recognised in profit or loss.

If the fair value of the assets, liabilities and contingent liabilities can only be determined provisionally, the business combination is recognised on the basis of such provisional amounts. Any adjustments arising from the completion of the measurement process are recognised within 12 months of the acquisition date, increasing (decreasing) the provisional amount recognised for an identifiable asset (liability) with a corresponding decrease (increase) in goodwill. These adjustments are recognised as if the business combination had been completed at the acquisition date.

Loss of control

When the group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Translation of foreign currency items and financial statements

Transactions in foreign currencies

Transactions in foreign currencies are translated into the respective functional currencies of group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the

reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Nonmonetary items that are measured at historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences are generally recognised in profit or loss and presented within net financial income/(expense).

However, exchange differences arising from the translation of the following items are recognised in other comprehensive income:

  • an investment in equity securities designated as at fair value through other comprehensive income (FVOCI), except on impairment, in which case exchange differences that have been recognised in other comprehensive income are reclassified to profit or loss;
  • a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective;
  • qualifying cash flow hedges to the extent that the hedges are effective.

Foreign operations

The assets and liabilities of foreign operations, including any goodwill and fair value adjustments arising on acquisition, are translated into Euros at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into Euros at the average exchange rates of the year which approximate the exchange rates ruling at the dates of the transactions. Exchange differences are recognised in other comprehensive income and accumulated in the translation reserve, except for any exchange differences to be allocated to non-controlling interests.

31.12.2022
CURRENCY Code Spot closing rate Average rate
Egyptian lira EGP 26.3990 20.1636
Romanian leu RON 4.9495 4.9313
Croatian kuna HRK 7.5365 7.5349
UAE dirham AED 3.9171 3.8673
US dollar USD 1.0666 1.0530
Saudi riyal SAR 3.9998 3.9489
Norwegian krone NOK 10.5138 10.1026
Swiss franc CHF 0.9847 1.0047
Australian dollar AUD 1.5693 1.5167

Exchange rates used by the group at 31 December 2022

Intangible assets with finite useful lives and goodwill

An intangible asset is an identifiable non-monetary asset without physical substance that generates future benefits for the group.

Intangible assets acquired or developed internally are recognised when it is probable that the use of the asset will generate future economic benefits and the cost of the asset can be determined reliably.

They are recognised at acquisition and/or development cost including costs incurred to ready the asset for its intended use less accumulated amortisation and any accumulated impairment losses.

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred.

Amortisation begins when the asset that the group has acquired is available for use and is allocated on a systematic basis over its useful life based on its residual use. The group reviews the amortisation criteria, useful lives and residual use of the assets at least at every annual reporting date to consider any significant variations. Specifically, patents, intellectual property rights, concessions, licences and trademarks are amortised over the shorter between the legal or contractual term and their residual use (from 3 to 5 years).

Intangible assets with finite useful lives include the costs to fulfil a contract, i.e., costs that (i) directly refer to a contract into which the group has entered, (ii) generate and/or enhance the resources that will be used to satisfy the contractual obligations and (iii) are recoverable through the future economic benefits of the contract. Considering the contractual obligations in the Salcef Group's contracts with customers, these costs are usually pre-operating costs for contracts that do not explicitly provide for their compensation (through specific items underlying the same contract) and they are recovered through the overall contract profit margin.

The costs to fulfil a contract are recognised as intangible assets when incurred. They are amortised systematically according to the progress of the contract to which they refer

When recognised as part of a business combination, goodwill is calculated as the positive difference between the consideration transferred in the acquisition, the share of the acquiree's equity attributable to non-controlling interests and the acquisition-date fair value of the acquirer's previously held equity interest in the net assets acquired and liabilities assumed. After initial recognition, goodwill is not amortised but is tested for impairment at least annually or more frequently if specific events or changes in circumstances indicate that it may be impaired. Reference should be made to the Impairment of non-financial assets section for information on impairment testing.

Property, plant and equipment

Items of property, plant and equipment are measured at acquisition or production cost, less accumulated depreciation and any accumulated impairment losses. Cost includes any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and any costs of dismantling and removing the asset and restoring the site on which it was located.

Subsequent expenditure is recognised in the carrying amount of property, plant and equipment only if it is probable that the future economic benefits associated with the expenditure will flow to the group. Costs incurred for regular maintenance are expensed when incurred.

Items of property, plant and equipment are depreciated systematically over their useful life. When the depreciable asset comprises separately identifiable parts, with different useful lives, they are depreciated separately using the component approach.

Land, including appurtenance land, is not depreciated.

The group reviews the depreciation criteria and useful lives at least at each annual reporting date to incorporate any significant changes.

Depreciation starts when the asset is available for use. The following table shows the estimated useful lives of the various asset categories, shown as annual depreciation rates:

Average rate
Buildings 3%
Plant and equipment 15%
Industrial and commercial equipment 30%
Other assets 20%

The group tests the carrying amount of items of property, plant and equipment for impairment when events or changes in circumstances indicate that the asset may be impaired. Reference should be made to the Impairment of non-financial assets section for information on impairment testing.

Gains and losses on the sale of assets or groups of assets are calculated by comparing the net disposal proceeds to the assets' carrying amount.

The cost of internally-produced assets is calculated using the same criteria as those applied to purchased assets. If the group regularly produces similar assets for sale, the cost is generally the production cost of the asset produced for sale. Accordingly, any internal profits are deducted from the cost. Similarly, the cost of unusual waste of materials, work or other resources incurred in the internal production of an asset is not included in its cost.

Right-of-use assets and lease liabilities

At inception of a contract, the group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the group uses the definition of a lease in IFRS 16. At commencement or on modification of a contract that contains a lease component, the group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone price. However, for the leases of property, the group

has elected not to separate non-lease components and to account for the lease and non-lease components as a single lease component.

The group recognises a right-of-use asset and a lease liability at the lease commencement date. The rightof-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the group by the end of the lease term or the cost of the right-of-use asset reflects that the group will exercise a purchase option. In that case, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for any remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Generally, the group uses its incremental borrowing rate as the discount rate.

The group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and making certain adjustments to reflect the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following: (i) fixed payments, including in-substance fixed payments; (ii) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; (iii) amounts expected to be payable under a residual value guarantee; and (iv) the exercise price under a purchase option that the group is reasonably certain to exercise, lease payments in an optional renewal period if the group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the group is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the group's estimate of the amount expected to be payable under a residual value guarantee, if the group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured, the group adjusts the rightof-use asset accordingly.

The group has opted to use the following practical expedients permitted by IFRS 16:

  • it applied the same discount rate to leases with similar characteristics in terms of residual term for classes of similar underlying assets in similar locations;
  • it excluded initial direct costs from the measurement of the right-of-use asset at the date of initial application;
  • it determined the contractual variables (especially the lease term) using hindsight;
  • upon initial application of IFRS 16, for contracts previously classified as operating leases, the parent recognised a right-of-use asset at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the statement of financial position before the date of initial application;
  • upon initial application of IFRS 16, for contracts previously classified as finance leases, the group deemed the carrying amount of the right-of-use asset and the lease liability to be the carrying amount of the lease asset and lease liability immediately before that date measured applying IAS 17.

The group also applies the practical expedients for low-value assets and short-term leases. Accordingly, the group has elected not to recognise right-of-use assets and lease liabilities for leases for which the underlying asset, new and considered individually, is worth less than €5,000, and leases with terms of less than 12 months. The group recognises the related lease payments as an expense over the term of the lease. In the statement of financial position, right-of-use assets and lease liabilities are presented separately from other assets and other liabilities, respectively.

Impairment of non-financial assets

At each reporting date, the group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested at least annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cashgenerating units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of amortisation or depreciation, if no impairment loss had been recognised.

Inventories

Inventories are recognised at the lower of cost and fair value which is their net realisable value. The cost of raw materials, consumables and supplies is determined using the weighted average cost method. Cost includes the related costs.

Revenue from contracts with customers and contract assets/liabilities

Revenue from contracts with customers is recognised when (or as) control of a promised good or service is transferred to the customer for an amount reflecting the amount of consideration the group expects to be entitled to receive for such goods and services. Transfer of control of the good or service to the customer may be over time or at a point in time.

For contracts that meet the requirements for recognition over time, revenue is recognised on the basis of the stage of completion (or percentage of completion) of the contract whereby the costs, revenue and contract profit or loss are recognised by reference to the stage of completion of the contract activities. The percentage of completion is measured using the output method. The contract output is measured at the reporting date and reflects the best estimate of the work performed at the reporting date. The underlying assumptions are updated periodically. Any revenue or costs are recognised in the year in which the updates are made.

Conversely, when the requirements for revenue recognition over time are not met, revenue is recognised at a point in time.

The difference between the group's performance and the customer's payments are recognised in the statement of financial position under contract assets or contract liabilities. Specifically:

  • net contract assets are the right to consideration for goods or services already transferred to the customer;
  • contract liabilities are the group's obligation to transfer goods or services to the customer for which consideration has already been received (or for which the right to consideration has already arisen).

Contract assets are shown net of any allowances.

The transaction price reflects the contract consideration, variations, price adjustments and any additional consideration resulting from claims. With respect to the latter, revenue is recognised when it relates to an enforceable right and it is highly probable that its inclusion will not result in a significant revenue reversal in the future. Furthermore, in determining the transaction price, the group considers the effect of the following elements:

  • a. variable consideration;
  • b. the existence of a significant financing component in contracts;
  • c. non-monetary consideration;
  • d. consideration payable to the customer.

When, during the progress of contracts, the review of plans reveals that the costs to perform the obligations exceed contract revenue, the portion of costs in excess of the economic benefits generated by the contract is expensed entirely in the year when the relevant amount becomes reasonably foreseeable and accrued in a provision for onerous contracts, under the current portion of provisions for risks and charges.

Financial assets and liabilities

Measurement and recognition

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the group becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) is initially measured at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

Financial assets - classification and subsequent measurement

Upon initial recognition, financial assets are classified into the following three categories, depending on their characteristics and the business model used to manage them: (i) at amortised cost; (ii) at fair value through other comprehensive income ("FVOCI"); (iii) at fair value through profit or loss ("FVTPL").

Financial assets are not reclassified subsequent to their initial recognition unless the group changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Under the amortised cost method, after initial recognition, the financial asset's carrying amount is adjusted for principal repayments, any loss allowance and the cumulative amortisation of any difference between the maturity amount and the initial carrying amount. Amortisation is calculated using the effective interest rate, which is the rate that discounts the estimated cash flows associated with the financial asset to its carrying amount at initial recognition. Loans, receivables and other financial assets measured at amortised cost are presented net of the related loss allowance in the statement of financial position.

A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
  • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity instrument that is not held for trading, the group may irrevocably elect to present subsequent changes in the instrument's fair value in OCI. This election is made on a case-by-case basis. Fair value gains or losses on a financial instrument measured at FVOCI are recognised in equity, under other comprehensive income. Any fair value gain or loss accumulated in the equity reserve that includes other comprehensive income is taken to profit or loss when the financial instrument is derecognised. Any interest income measured using the effective interest rate, exchange differences and impairment losses are recognised in profit or loss.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. These includes all derivative financial assets.

On initial recognition, the group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

The group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. For the purposes of this assessment, "principal" is defined as the fair value of the financial asset on initial recognition. Interest is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g., liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the group considers the contractual terms of the instrument. This includes assessing whether the financial asset

contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the group considers: (i) contingent events that would change the amount or timing of cash flows; (ii) terms that may adjust the contractual coupon rate, including variable rate features; (iii) prepayment and extension features; and (iv) terms that limit the group's claim to cash flows from specified assets (e.g., non-recourse features).

Financial liabilities – classification and subsequent measurement

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and exchange differences are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. For information on financial liabilities designated as hedges, reference should be made to that described below about derivatives.

Financial assets – derecognition

The group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

Financial liabilities – derecognition

The group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

Reference should be made to the Impairment losses section for information on the expected credit losses on financial assets.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

Financial instruments, derivatives and hedge accounting

The group holds derivatives specifically for hedging interest rate and currency risks. At the inception of designated hedging relationships, the group documents the economic relationship between the hedged item and the hedging instrument, the risk management objective and strategy for undertaking the hedge, the identification of the hedging instruments, the hedged item or transaction and the nature of the hedged risk. At the inception of the transaction and subsequently on an ongoing basis, the group also documents whether the hedging instrument meets the effectiveness requirements, i.e., whether the changes in cash flows of the hedged item and hedging instrument are expected to offset each other.

Hedging policies are considered on the basis of risk management objectives. The derivatives that do not meet the IFRS 9 requirements for hedge accounting are classified as at FVTPL.

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and accumulated in the hedging reserve. The effective portion of changes in the fair value of the derivative that is recognised in other comprehensive income is limited to the cumulative change in fair value of the hedged item, determined on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.

Cash and cash equivalents

Cash and cash equivalents include cash-in-hand and demand bank deposits. They are recognised at their fair value which is usually their nominal amount.

Impairment losses on financial assets

The group recognises loss allowances for expected credit losses (ECLs) on:

  • financial assets measured at amortised cost;
  • contract assets.

This is based on a forward-looking expected credit losses (ECL) model. Indeed, irrespective of an identified or latent specific trigger event, the expected losses determined under the ECL model shall be recognised for all financial assets (except for those measured at FVTPL). An impairment model based on the simplified approach permitted by IFRS 9 has been implemented for trade receivables. Specifically, they are divided into similar clusters based on the type of receivable, the customer's credit rating and the related geographical segment. To calculate the lifetime expected credit losses, the reference parameters (probability of default - PD, loss given default - LGD and exposure at default - EAD) were subsequently

determined for each grouping based on the information obtained. For receivables due from customers with a high credit risk (speculative grade, non-investment grade or high yield) and/or with significant delays in payment, individual impairment losses are recognised in line with the parameters identified from time to time. For the other assets to be impaired, analyses were performed based on the general approach provided for by the standard, whereby a stage allocation was performed for the impaired items estimating the expected losses with the PD, LGD and EAD risk parameters. In this regard, the parent uses the low credit risk exemption provided for in the standard whereby low-risk receivables (investment grade) are allocated directly in stage 1.

Equity

When shares are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the reserve for treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.

The costs incurred for issuing equity instruments are recognised as a decrease in equity to the extent they are marginal costs directly attributable to the performance of the transaction, which would have otherwise been avoided.

Employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the group has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the obligation can be estimated reliably. Contributions to be paid to defined contribution plans are recognised as costs in profit or loss over the

period of employee service. Contributions paid in advance are recognised under assets to the extent that the advance payment will decrease the future payments or generate a repayment.

The group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefits that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss.

Provisions for risks and charges

The group recognises provisions for risks and charges in the following circumstances:

  • it has a present obligation (legal or constructive) at the reporting date which will require an outflow of financial resources to settle past events;
  • it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation;
  • a reliable estimate can be made of the amount of the obligation (best possible estimate of the future expenditure).

The amount recognised as a provision represents the best estimate of the expenditure required to settle the obligation existing at the reporting date.

When the effect of the time value of money is material and the payment dates of the obligation can be reliably estimated, the amount of the provision is equal to the pre-tax future cash flows (the expected expenditures) discounted using a rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as financial expense in profit or loss.

Financial income and expense

The group's financial income and expense include:

  • interest income;
  • interest expense;
  • the net gain or loss on financial assets at FVTPL;
  • the exchange gain or loss on financial assets and financial liabilities;
  • impairment losses (and gains) on investments in debt securities carried at amortised cost or FVOCI.

Interest income and expense are recognised using the effective interest method.

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

  • the gross carrying amount of the financial asset; or
  • the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

Income taxes

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current taxes are calculated on the taxable profit for the year in accordance with the tax laws applicable to each consolidated company at the rates enacted at the reporting date. They are shown net of payments on account, withholdings and tax assets as current tax liabilities if the balance is negative, or as current tax assets if the balance is positive.

As the parent and consolidator, Salcef Group S.p.A. has set up a domestic tax consolidation scheme for IRES (corporate income tax). The tax consolidation agreement governs the income/expense and financial transactions and the mutual responsibilities and obligations between the parent and the consolidated companies. It has a three-year term from 2020 to 2022 and was signed with the subsidiaries Salcef S.p.A., Euro Ferroviaria S.r.l., RECO S.r.l., SRT S.r.l., Overail S.r.l. and Coget Impianti S.r.l..

Deferred taxes are recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Deferred tax is not recognised for:

  • temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
  • temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future;
  • taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax assets and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans of the individual subsidiaries in the group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Any unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used. Deferred tax liabilities are calculated on all temporary differences between the tax base of an asset and its carrying amount (liability method). Deferred taxes are calculated using the tax rates expected to be enacted in the years in which the temporary differences will be recovered or settled.

Current and deferred taxes are recognised in profit or loss, except for those related to items recognised directly in equity which are also accounted for directly in equity. Deferred tax assets and liabilities are not discounted.

Earnings per share

Basic and diluted earnings per share are shown at the foot of the income statement. Basic earnings per share are calculated by dividing the Salcef Group's profit or loss for the year by the weighted average of the ordinary shares outstanding in the period, excluding treasury shares. To calculate the diluted earnings per share, the profit or loss and the weighted average of the outstanding shares are adjusted assuming that all potential shares having dilutive effect are converted.

Fair value measurement

The group relies on observable market data to the greatest extent possible in measuring an asset or liability at fair value. Based on the observable significant inputs used in measurement, the assets and liabilities measured at fair value in the consolidated financial statements are measured and classified based on the fair value hierarchy established by IFRS 13:

  • level 1 inputs: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
  • level 2 inputs: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
  • level 3 inputs: unobservable inputs for the asset or liability.

The classification of the entire fair value of an asset or liability is based on the hierarchy level corresponding to the lowest significant input used for the measurement.

Share-based payments

In share-based payment transactions settled with equity instruments of the parent, the grant-date fair value of the incentives granted to employees (rights to receive shares) is recognised under personnel expense, with a corresponding increase in equity. The expense is allocated over the vesting period, during which the satisfaction of the performance conditions is assessed and the beneficiary must continue to satisfy the service condition in order to have the right to the incentives. The vesting period commences at the grant date, i.e., the date on which the group and the employee accept the share-based payment agreement, acknowledging its terms and conditions.

The relevant cost is adjusted to reflect the actual number of incentives for which the service and performance conditions have been met, so that the final cost recognised is based on the number of incentives that meet the above conditions at the vesting date.

Non-current assets held for sale and discontinued operations

Non-current assets, disposal groups and discontinued operations, whose carrying amount will be recovered mainly through their sale rather than continuing use, are classified as held for sale and are recognised separately from other assets and liabilities in two specific statement of financial position items (i.e., assets held for sale and liabilities directly associated with assets held for sale).

A disposal group is a group of assets and directly associated liabilities to be disposed of together as a group in a single transaction. A discontinued operation is a component of the group (e.g., a major line of business or geographical area of operation) that is part of a single co-ordinated plan to dispose of such line of business or area of operation or is a subsidiary acquired exclusively with a view to resale. For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable within one year. If these criteria are met after the reporting period, the non-current asset (or disposal group) are not classified as held for sale. However, when those criteria are met after the reporting period but before the authorisation of the financial statements for issue, disclosure shall be provided in the notes.

Non-current assets, disposal groups and discontinued operations are not depreciated and are measured at the lower of their carrying amount and fair value less costs to sell. The prior year corresponding figures are not reclassified. Any difference is recognised as an impairment loss in profit or loss.

The group presents a non-current asset classified as held for sale and the assets of a disposal group classified as held for sale separately from other assets in the statement of financial position. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the statement of financial position. Those assets and liabilities are not offset and presented as a single amount. The major classes of assets and liabilities classified as held for sale are disclosed in the notes. The group presents separately any cumulative income or expense recognised in other comprehensive income relating to a non-current asset (or disposal group) classified as held for sale.

The group does not reclassify or re-present amounts presented for non-current assets or for the assets and liabilities of disposal groups classified as held for sale in the statements of financial position for prior years presented for comparative purposes.

The post-tax profits or losses of discontinued operations and any post-tax gains/losses realised on disposal are presented separately in a specific caption of the statement of profit or loss (profit (loss) from discontinued operations). The prior year corresponding figures are presented accordingly.

Operating segments

The Salcef Group has a single operating segment identified in accordance with IFRS 8 - Operating segments, which requires that segment information be reported consistently with the management approach used to make operating decisions. Consequently, the operating segment was identified based on the internal reporting system used by management to make resource-allocation decisions and to assess performance. Specifically, the Salcef Group's operations comprise the supply of specialist integrated products and services in the construction, upgrade and maintenance of railway infrastructure with all-round expertise in the infrastructure and technology aspects.

From a strategic and organisational point of view, the group's chief operating decision maker plans the medium/long-term strategic objectives for the railway sector consistently, takes resource-allocation decisions and monitors the results. In this respect, the group has a single chief operation officer (reporting directly to the CEO) who is responsible for defining the strategic lines, including new investments, the operating activities for the entire production chain and managing the business units. The group also has a single chief commercial officer who is responsible for the commercial management of all group companies and business units and for overseeing the entire commercial and development process both in Italy and abroad.

The group's business units represent the operating divisions which manage the main stages of the production process, which consist of the operational design, production and supply of railway materials (e.g., sleepers and prefabricated systems), the construction of machinery (e.g., track-laying trains and rolling stock) and the construction and maintenance of permanent way systems, related infrastructure works and electrical traction systems. These operating divisions all contribute to the provision of integrated services for the

construction and maintenance of railway infrastructure and, therefore, have similar economic characteristics in terms of customer type (mainly national and foreign railway infrastructure operators), the nature of their products and services (integrated solutions for the renewal, maintenance and construction of railway infrastructure), the related production processes, the reference regulatory context and the methods used to develop these products/services. Although the revenue and profit margins of each operating division are calculated and periodically reviewed by group management, these actions are carried out to monitor the performance of the common strategy defined by the entity's chief operating decision maker.

Based on the above and in compliance with the criteria set by IFRS 8, the Salcef Group's business model has a single operating segment, as strategies, processes, resources and technologies are shared across the various business units.

Changes in accounting policies, errors and changes in accounting estimates

The group only changes an accounting policy if the change is required by an IFRS or it results in the financial statements providing more reliable and more relevant information about the effects of transactions on the group's financial position, financial performance and cash flows.

Changes in accounting policies are applied retrospectively and the group adjusts the opening balance of the affected component of equity for the earliest prior period presented. The other comparative amounts disclosed for each prior period presented are adjusted as if the new accounting policy had always been applied.

The prospective approach is only applied when it is impracticable to reconstruct the comparative information.

Application of a new or amended IFRS is recognised as required by the standard. If the standard does not include specific transitional provisions, the change is recognised retrospectively or, if impracticable, prospectively. The group treats material errors in the same manner as changes in accounting policies described above. Immaterial errors are corrected in profit or loss in the year in which the error is identified. The effect of a change in an accounting estimate is recognised prospectively by including it in profit or loss in the period of the change if the change affects that period only, or the period of the change and future periods, if the change affects both.

Use of estimates

Preparation of these consolidated financial statements in accordance with the IFRS requires the use of judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, costs and revenue and disclosures. Estimates are based on the most recent information available to management when preparing these consolidated financial statements.

The accounting policies and the financial statements captions that required a higher degree of judgement in making estimates are as follows:

  • Goodwill: goodwill is tested for impairment annually (or more frequently if there are impairment indicators) in order to determine whether an impairment loss is to be recognised in profit or loss. Specifically, impairment testing involves determining the recoverable amount of the CGUs to which goodwill is allocated by estimating their value in use or fair value less costs to sell. Calculating the recoverable amount of the CGUs involves the use of estimates that depend on factors that may change over time, with potentially significant effects on the valuations made by management.
  • Contract assets and contract liabilities: in measuring contract assets and liabilities, the group determines whether revenue is to be recognised over time or at a point in time and estimates the percentage of completion based on the actual progress of the work performed. Furthermore, any additional consideration for variations, price revisions, incentives and claims above those contractually agreed are estimated, as well as the estimates of contracts from which provisions for onerous contracts may arise.
  • Purchase price allocation: as part of business combinations, in exchange for the consideration transferred to obtain control of a company, the identifiable assets acquired and liabilities assumed are recognised in the consolidated financial statements at the acquisition-date fair value, based on a purchase price allocation process. During the measurement period, management calculates these fair values based on estimates according to the information available on all facts and circumstances that existed as of the acquisition date that would have affected the measurement of the amounts recognised as of that date.
  • Impairment of non-current assets: property, plant and equipment and intangible assets with a finite useful life are tested for impairment. Any impairment losses are recognised when there are elements indicating that there may be difficulties in recovering the assets' carrying amount through use. Impairment testing requires management to make subjective assessments based on information available within the group and the market and on historical experience. In addition, a potential impairment loss is determined using appropriate valuation techniques. The correct identification of the elements indicating potential impairment and the estimates to calculate it depend on factors that may vary over time influencing management valuations and estimates.
  • Fair value measurement: when measuring the fair value of an asset or a liability, the group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as described in the Fair value measurement section.
  • Measurement of lease liabilities: this is affected by the lease term, being the non-cancellable contract period, to which both of the following periods should be added: (a) periods covered by extension options, if the lessee is reasonably certain to exercise the options; and (b) periods covered by the option to terminate the lease early, if the lessee is reasonably certain that it will not exercise the option. Assessing the lease term involves the use of estimates that depend on factors that may

change over time with potentially significant effects compared to the assessments made by management.

  • Measurement of the loss allowances for expected credit losses: in the event of impaired positions (customers with high credit risk or significant past due amounts), the group tests them individually using historical experience in order to estimate the expected losses on these positions. Estimates and assumptions are reviewed periodically and the effects of each change are reflected in profit or loss.
  • Measurement of defined benefit plans: actuarial valuations require the development of various scenarios that may differ from actual future developments. The results depend on the technical parameters adopted including, inter alia, the discount rate, the inflation rate, the rate of wage increases and expected turnover. All assumptions are reviewed annually.

Actual results may differ from those reported in these consolidated financial statements due to the uncertainty that characterises the assumptions on which the estimates are based. Estimates and assumptions are periodically reviewed and the effects of any changes are reflected in the period of change.

Standards and interpretations effective from 1 January 2022

The standards, amendments and interpretations effective from 1 January 2022 and endorsed by the European Commission are detailed below:

Reference to the Conceptual Framework (Amendments to IFRS 3)

The amendments update IFRS 3 so that it refers to the revised Conceptual Framework without changing the requirements of the standard. Following such amendments, to determine what constitutes an asset or a liability, an acquirer shall refer to the new definitions of assets and liabilities contained in the new Conceptual Framework published in March 2018, with the sole exception of liabilities assumed in a business combination, which shall be recognised in accordance with IAS 37 - Provisions, contingent liabilities and contingent assets or IFRIC 21 - Levies. This exception was added to avoid the acquirer recognising a liability or contingent liability on the basis of the new definition in the Conceptual Framework and then derecognising them in accordance with the criteria set out in IAS 37 and IFRIC 21.

Property, plant and equipment: proceeds before intended use (Amendments to IAS 16)

The IASB has clarified that proceeds from the sale of items produced while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management shall be taken to profit or loss. Following such amendments, it is no longer allowed to directly deduct from the cost

of the asset proceeds from selling items produced while the company is preparing the asset for its intended use, e.g., the sale of samples produced when testing whether the assets is functioning properly.

The items produced awaiting sale shall be recognised as inventories in accordance with IAS 2 - Inventories. The production cost of items produced would not include depreciation of the item of property, plant and equipment as the latter is not yet subject to depreciation.

The amounts of proceeds and cost that relate to items produced that are not an output of the entity's ordinary activities, and which line items in the statement of comprehensive income include such proceeds and cost, shall be disclosed in the notes (if not presented separately in the statement of comprehensive income).

Onerous contracts - Cost of fulfilling a contract (Amendments to IAS 37)

The IASB has clarified that the cost of fulfilling a contract comprises all the costs that relate directly to the contract and thus include: (i) incremental costs of fulfilling that contract (e.g., raw materials, direct labour, etc.), (ii) an allocation of other costs that relate directly to fulfilling contracts (e.g., the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract).

Furthermore, the IASB confirmed that, before establishing a provision for an onerous contract, the entity recognises any impairment loss that has occurred on non-current assets and clarified that the impairment losses shall be determined not only on assets used solely on the contract, but also other assets partially used to fulfil the contract.

Annual Improvements to IFRS – 2018-2020 cycle (Amendments to IFRS 1, IFRS 9 and IAS 41)

Annual Improvements to IFRS are the result of the annual improvement process aimed at resolving nonurgent issues related to inconsistencies or unclear terminology identified in the standards. The Annual Improvements to IFRS – 2018-2020 cycle also includes an amendment to IFRS 16 that is not subject to endorsement by the EU as it refers to an illustrative example which is not an integral part of IFRS 16.

The adoption of the new standards starting from 1 January 2022 did not have any impact.

Standards and interpretations published but not yet adopted

At the date of approval of these consolidated financial statements, the European Union has endorsed certain standards and interpretations that are not yet mandatory and that the group will adopt in subsequent years, if applicable. In addition, other standards and amendments to existing standards issued by the IASB or new interpretations issued by the IFRIC are currently undergoing the EU endorsement process. These new standards, amendments and interpretations are summarised below:

  • Deferred tax related to assets and liabilities arising from a single transaction (Amendments to IAS 12): the amendments narrow the scope of application of the initial recognition exemption of deferred tax to exclude transactions in which equal amounts of deductible and taxable temporary differences arise on initial application. The amendments are effective for annual reporting periods beginning on or after 1 January 2023;
  • Classification of liabilities as current or non-current (Amendments to IAS 1): published in 2020, these amendments clarify the requirements for determining whether a liability is current or non-current and they are effective for annual reporting periods beginning on or after 1 January 2023. The IASB subsequently proposed further amendments to IAS 1 and deferred the effective date of the 2020 amendments to 1 January 2024. As a result, the group cannot ascertain the impact that these amendments will have on the consolidated financial statements in the year of first application and is carefully monitoring developments;
  • IFRS 17 Insurance contracts (and subsequent amendments) which replaces IFRS 4 and is effective for annual reporting periods beginning on or after 1 January 2023;
  • Disclosure of accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2): these amendments are effective for annual reporting periods beginning on or after 1 January 2023;
  • Definition of accounting estimates (Amendments to IAS 8): these amendments are effective for annual reporting periods beginning on or after 1 January 2023.

At the date of preparation of these consolidated financial statements, the group does not expect the new amendments or standards will have a significant impact on it.

Key risks and uncertainties

The main financial risks to which the group is exposed are analysed below along with the related management methods.

Inflation and production cost risk

Like most of the operators in the public works construction and maintenance sector in Europe, the group is exposed to the risk of increases in the direct costs linked to the significant inflationary phenomena affecting Italy and the majority of the countries in the world. Specifically, the cost of labour, raw materials, semi-finished products and finished goods has jumped, as have the costs of subcontractors and other service providers. Furthermore, the effects of the conflict in Ukraine are dire in terms of increases in many production costs, particularly energy. Most of the contracts in the group's backlog do not include price revision clauses, although a series of legislative measures has been enacted in this respect in the past two years, particularly in Italy, the latest being the decree converted into Law no. 91 of 15 July 2022, which introduced price

adjustment mechanisms for processing and supplies, not only for new contracts, but above all for contracts that had already been entered into by 2021, along with the 2023 Budget Act no. 197/22 which set out guidelines for adjusting prices for 2023.

The group has therefore partly offset the effects of the widespread increase in prices with the greater revenue from higher consideration, limiting the impact on consolidated profit margins.

The group has not yet experienced any production slowdowns due to shortages of materials, transporters and service providers.

Risk of the loss of qualifications and certifications

Similarly to all the other operators in the public sector construction industry, the group is exposed to the risk that its production activities could be restricted should its qualifications and inclusion in supplier lists, SOA (certification required in Italy to submit tenders for public works contracts) certification and other authorisations necessary for it to carry out its business be lost or limited, including as a result of measures taken by authorities and/or customers following disciplinary proceedings. These events would limit its operations and possible participation in calls for tenders.

Interest rate risk

The group uses third party funding which mostly bears floating interest rates indexed to the short and medium to long-term Euribor. The risk arising from fluctuations in interest rates is growing due to the upwards trend in rates which accelerated compared to previous quarters and is expected to continue during the year. The group's interest rate risk hedging policy is to neutralise the effect of increases in interest rates by agreeing interest rate swaps for its main loans in place. The purpose of such interest rate swaps is solely to hedge interest rate risk; therefore, the group does not hold derivatives for speculative purposes.

Currency risk

The group carries out nearly all its main transactions, except for those in North America, using the Euro and only a minimal part using other currencies. Therefore, it does not hedge future cash flows on specific contracts to neutralise or mitigate the effect of fluctuations in exchange rates on foreign currency revenue or costs, which is limited to just a few contracts.

All the revenue and costs that Delta Railroad Construction Inc. invoices and incurs are in local currency (USD) and, accordingly, there is no currency risk on contract management.

Should this situation change in the future and make the use of hedges necessary given the size of the amounts subject to currency risk, the group will decide whether to change its currency risk hedging policy.

The group decided to neutralise fluctuations in exchange rates on a specific transaction, i.e., it entered into currency forwards to hedge the cash flows on the loan in US dollars that Salcef Group S.p.A. granted to its subsidiary Salcef USA Inc.. in place. The purpose of such currency forwards is solely to hedge currency risk; therefore, as mentioned above, the group does not hold derivatives for speculative purposes.

Liquidity risk

The group is not exposed to liquidity risk as it has access to both internal and external funds sufficient to meet its expected liquidity requirements both for its current operations and to carry out its medium to longterm contracts and the investments planned in order to complete them.

Risk of changes in contract consideration

The group is not exposed to the risk of changes in the contract consideration for ongoing contracts except for variations which are yet to be approved (a minimal part).

Credit risk

The parent and its subsidiaries monitor credit risk arising from the day-to-day performance of their normal activities. The group has not encountered significant cases of counterparty default.

Operational risks

The production and industrial nature of the group's Italian and foreign operations means that the group is exposed to the risk of partial reductions in production capacity of its business lines, which could be caused by several factors, the main ones being: accidents or extraordinary events at work sites and facilities involving the destruction of machinery and/or injuries to employees; the customers' application of early termination clauses included in contacts with them; measures issued by domestic, foreign and supranational bodies curbing the parent's bargaining and operating capacity; the cancellation, suspension or downgrading of the operating companies from state-owned or private customers' supplier databases and/or of authorisations to participate in calls for tender and the performance of public works.

The group mostly operates through mobile work sites located in different areas. Therefore, business interruption issues arising from natural disasters and/or external events are limited to the affected work sites. To the extent technically possible, business continuity is ensured by a risk management policy aimed at minimising the effects of operational risks, including through the agreement of relevant insurance policies.

Notes to the main statement of financial position captions

ASSETS

NON-CURRENT ASSETS

1 Intangible assets with finite useful lives

Intangible assets with finite useful lives amount to €17,725 thousand, compared to €7,584 thousand at 31 December 2021. This caption and changes in the year are analysed in the table below.

(€'000)
Industrial
patents and
intellectual
property rights
Concessions,
licences,
trademarks
and similar
rights
Other
intangible
assets
Costs to fulfil
contracts
Assets under
development
TOTAL
Balance at 31 December 2021:
Cost 2,015 628 7,865 - 5,248 15,757
Accumulated amortisation (1,373) (576) (6,224) - - (8,173)
Carrying amount at 31 December 2021 642 52 1,641 - 5,248 7,584
Investments - Historical cost 229 10 88 2,210 1,953 4,490
Disposals - Historical cost (39) (39)
Other variations - Historical cost 422 422
Reclassifications - Historical cost 4 2,312 (2,316) 000
Exchange differences - Historical cost 0
Changes in the consolidation scope 195 6,633 6,829
Amortisation (185) (10) (1,102) (253) (1,550)
Disposals - Acc. amortisation (4) (1) (5)
Other variations - Acc. amortisation 0
Reclassifications - Acc. amortisation 0
Exchange differences - Acc. amortisation (4) (4)
Balance at 31 December 2022:
Cost
2,444 637 16,898 2,210 5,269 27,458
Accumulated amortisation (1,567) (586) (7,328) (253) 0 (9,733)
Carrying amount at 31 December 2022 877 51 9,571 1,957 5,269 17,725

Industrial patents and intellectual property rights of €877 thousand mainly consist of the industrial patents acquired by SRT S.r.l. for railway technologies (€471 thousand), intellectual property rights and patents held by Overail S.r.l. (€47 thousand), the software user licences acquired by Salcef Group S.p.A., Salcef S.p.A. and RECO S.r.l. (€106 thousand) and intellectual property rights of Delta Railway Construction Inc. and Salcef Deutschland GmbH (€14 thousand).

Concessions, licences and trademarks are mainly comprised of the costs incurred by the parent to register the Salcef Group trademark (€45 thousand).

Costs to fulfil contracts of €1,957 thousand refer to the pre-operating costs incurred by the subsidiary Salcef S.p.A. to build the tracks and other works for the work site of the "HS Verona - Padua" project in order to begin the scheduled work, net of the portion already taken to profit or loss as amortisation based on the percentage of completion of the contract.

Other mainly consists of costs incurred internally by SRT S.r.l. to design new railway machinery (€2,762 thousand), costs incurred to obtain the certifications and attestations to perform its activities, such as the SOA and occupational safety certifications (€21 thousand), which are amortised over the term of such certifications and attestations, and the intangible assets acquired under the business combinations carried out during the year (€6,633 thousand).

Assets under development and payments on account include costs incurred by SRT to design new railway machinery (€3,951 thousand). The decreases refer to projects completed during the year.

2 Goodwill

(€'000)
31.12.2022 31.12.2021 Variation
Carrying amount 101,410 41,795 59,615
Total 101,410 41,795 59,615

At the reporting date, this caption amounts to €101,410 thousand (31 December 2021: €41,795 thousand) and includes goodwill recognised on the acquisition of businesses or business units.

Specifically, it includes:

  • €423 thousand on the acquisition of the permanent way systems business unit in 2002;
  • €682 thousand on the additional acquisition of a business unit related to the group's core business (construction) in March 2011;
  • €831 thousand on the acquisition of the electrical traction business unit in 2008;
  • €242 thousand on the acquisition of an investee which generated goodwill on the design business unit in 2012;
  • €484 thousand for the 2015 acquisition of a business unit from Tuzi Costruzioni Generali S.p.A., active in the permanent way systems, construction and electrical traction sector;
  • €913 thousand arising on the contribution of a business unit by Vianini S.p.A. to Vianini Industria S.r.l. (now named Overail S.r.l.) in 2017 (€392 thousand) and on the difference between the cost incurred by the parent to acquire the investment in Vianini Industria S.r.l. and its share of the investee's equity at the consolidation date (€521 thousand);
  • €6,630 thousand arising on the acquisition of the investments in Salcef Bau GmbH (in 2018) and the Salcef Deutschland Group (in 2021);
  • €7,082 thousand arising in 2019 on the acquisition of the investment in Coget Impianti S.p.A. (now Coget Impianti S.r.l.) following the purchase price allocation process which the group completed in 2020;

• €26,025 thousand arising on the 2020 acquisition of the investment in Delta Railroad Construction Inc. by the subsidiary Salcef USA Inc. following the purchase price allocation process which the group completed in 2021.

Goodwill also includes amounts deriving from the business combinations carried out during the year. Specifically:

  • €23,967 thousand on the acquisition of the business unit operating in the railway sector from the PSC Group (mentioned earlier in the section on the Accounting policies). This amount was determined by comparing the consideration paid by the group (through its subsidiary Euro Ferroviaria S.r.l.) to acquire the business unit with the carrying amount of the net assets acquired. The entire difference was allocated to goodwill, in accordance with IFRS 3, recognising the provisional amounts of the transaction as permitted by paragraph 45 and subsequent paragraphs of IFRS 3. In particular, the acquired business unit designs, constructs and maintains electrical contact lines for electrical traction and the acquired business will be integrated with the group operations in this sector. Accordingly, the goodwill generated by this acquisition was allocated to the "Energy, signalling and telecommunications" CGU. Reference should be made to note 34 for additional details, including the disclosures required by IFRS 3 on business combinations;
  • €34,131 thousand on the acquisition of Francesco Ventura Costruzioni Ferroviarie S.r.l. (mentioned earlier in the section on the Accounting policies). This amount was determined by comparing the consideration paid by the group (through the parent Salcef Group S.p.A.) to acquire the entire quota capital of FVCF with the carrying amount of the net assets acquired. The entire difference was allocated to goodwill, in accordance with IFRS 3, recognising the provisional amounts of the transaction as permitted by paragraph 45 and subsequent paragraphs of IFRS 3. FCVF operates in the permanent way systems segment, especially in southern Italy. Reference should be made to note 34 for additional details, including the disclosures required by IFRS 3 on business combinations.

In addition to the aforementioned changes in the consolidation scope (regarding the goodwill provisionally allocated to the "Energy, signalling and telecommunication" and "Permanent way systems" CGUs, respectively), the change in goodwill from 31 December 2021 is also attributable to the "Delta Railroad Construction Inc." CGU (€1,517 thousand), due to fluctuations in the EUR-USD exchange rate.

At the reporting date, the group tested the cash-generating units (CGUs) to which goodwill had been allocated for impairment. Specifically, the goodwill was allocated to the following CGUs:

(€'000)
CGUs 31.12.2022 31.12.2021 Variation
Permanent way systems 35,720 1,589 34,131
Salcef Deutschland 6,630 6,630 0
Delta Railroad Construction Inc. 26,025 24,508 1,517
Energy, signalling and telecommunications 31,880 7,913 23,967

Design 242 242 0
Railway materials 913 913 0
Total 101,410 41,795 59,615

At 31 December 2022, this goodwill was tested for impairment by determining the value in use of the aforementioned CGUs applying the discounted cash flow (DCF) method to the estimated cash flows for the current three-year period (2023-2025), based on the CGUs' forward-looking financial figures, to which a WACC of 8.92% was applied for the permanent way systems, energy and signalling, railway materials and design CGUs, a WACC of 6.79% was applied for the Salcef Deutschland CGU and a WACC of 8.42% was applied for the Delta Railroad Construction Inc. CGU.

The operating cash flows considered for the impairment test were taken from the forward-looking financial figures in the 2022-2024 plan approved by Salcef Group S.p.A.'s board of directors.

In addition, estimated cash flows for the third year of the explicit forecast period (2025) were determined on the basis of the performance that can be inferred from the 2022-2024 plan.

The discount rate was estimated as follows:

  • the risk free rate was determined to be equal to the average yield over the past six months on tenyear government securities: 3.9% for Italy (the country where the permanent way systems, energy, signalling and telecommunications, design and railway materials CGUs operate), 1.7% for Germany (the country where the Salcef Deutschland CGU operates) and 3.5% for the United States (the country where the Delta Railroad Construction Inc. CGU operates);
  • the equity risk premium was 5.5%;
  • levered beta of 0.84 for Italy, 0.82 for Germany and 0.83 for the US was determined considering a sample of listed companies operating in the same sector as the group;
  • the additional risk premium was 3.1%.

The cost of debt was estimated to be 4.5% for Italy, 2.6% for Germany and 4.0% for the United States, plus a specific spread (2%) based on an analysis of the credit spreads of a sample of comparable companies.

The terminal value was calculated using the perpetuity formula.

An average nominal growth rate of cash flows available after the explicit period and in perpetuity (g-rate) of 1.5% was used to determine the terminal value. The value in use thus calculated was compared with the carrying amount of the net invested operating capital of the same CGUs, including goodwill. The results of the impairment test were higher than the CGUs' carrying amount. A sensitivity analysis, with different parameters than those used for the impairment test, was performed considering a reduction in the g-rate and an increase in the WACC.

The analysis showed that impairment losses would not be generated.

3 Property, plant and equipment

This caption mainly consists of plant and machinery used in production. The following table shows a breakdown of the caption and changes of the year:

(€'000)
Land Buildings Plant and
machinery
Industrial and
commercial
equipment
Other
assets
Assets under
construction
TOTAL
Balance at 31 December 2021:
Historical cost 4,418 14,475 232,373 17,356 14,388 25,323 308,334
Accumulated depreciation (143) (2,335) (160,570) (15,289) (6,200) 0 (184,536)
Carrying amount at 31 December 2021 4,275 12,140 71,803 2,067 8,189 25,323 123,798
Investments - Historical cost 0 4,267 35,924 1,666 1,768 25,673 69,298
Disposals - Historical cost 0 0 (6,567) (813) (579) (4,691) (12,651)
Reclassifications - Historical cost 1,700 11 11,328 1 (2,869) (6,908) 3,262
Impairment losses - Historical cost 0 0 0 0 0 0 0
Other variations - Historical cost 0 0 0 0 0 0 0
Exchange differences - Historical cost 13 39 1,098 154 887 0 2,191
Changes in the consolidation scope 0 32 33,874 388 272 720 35,286
Depreciation (15) (485) (23,177) (1,330) (1,584) 0 (26,588)
Disposals - Acc. depreciation 0 0 2,070 742 451 0 3,264
Reclassifications - Acc. depreciation 0 (9) (1,475) (104) (300) 0 (1,889)
Impairment losses - Acc. depreciation 0 0 0 0 0 0 0
Other variations - Acc. depreciation 0 0 0 0 0 0 0
Exchange differences - Acc. depreciation (9) (14) (986) (127) (5) 0 (1,141)
Balance at 31 December 2022:
Historical cost 6,131 18,823 308,030 18,751 13,867 40,118 405,720
Accumulated depreciation (166) (2,844) (184,138) (16,107) (7,637) 0 (210,891)
Carrying amount at 31 December 2022 5,966 15,980 123,892 2,644 6,230 40,118 194,829

The increases in 2022 are part of the major investment plan in property, plant and equipment implemented by the Salcef Group. Most of the investments are eligible for the tax benefits introduced by the Industry 4.0 legislation.These investments include: (i) the acquisition of the PSC business unit which joined the Salcef Group on 1 May 2022, entailing an increase in property, plant and equipment at the acquisition date for a carrying amount of €2,035 thousand and (ii) the acquisition of FVCF which joined the group on 23 December 2022, entailing an increase in property, plant and equipment at the acquisition date for a carrying amount of €33,251 thousand. These amounts are shown in the "Changes in the consolidation scope" line in the table above.

The decreases of €12,651 thousand relate to assets that are no longer used in production or relevant to the group's activities.

Land and buildings mainly include SRT S.r.l.'s operating offices and Terre Roveresche production facility acquired in 2022 (€9,621 thousand), and related land (€2,637 thousand), the industrial site housing Overail

S.r.l.'s railway sleeper production facility in Aprilia (€8,187 thousand), the plot of land acquired by the parent in 2021 as part of its project to transfer and expand its administrative offices (€982 thousand) and the land and buildings contributed by Delta Railroad Construction Inc. (€518 thousand).

On the other hand, the Aprilia production facility is divided into land of €2,284 thousand and the building of €5,903 thousand.

The increases in plant and machinery mainly refer to the purchase of assets with technical features and performance suitable for the group's operations and significant parts of these assets, including for extraordinary maintenance to improve their efficiency and output.

The other assets (€6,230 thousand) mainly consist of motor vehicles and cars (€3,072 thousand) and office furniture, fittings and equipment (€418 thousand).

Assets under construction and payments on account (€40,118 thousand) include costs incurred for the construction and extraordinary maintenance of machinery and equipment not yet in use, mainly performed by the subsidiary SRT S.r.l. on behalf of Salcef S.p.A. and Euro Ferroviaria S.r.l. (€17,246 thousand). They also include costs incurred by Overail S.r.l. (€11,307 thousand) to expand the Aprilia production facility, related to activities not yet completed and/or pending inspection at the reporting date, and costs incurred by Salcef Group S.p.A. to restructure the property in Rome to which the administrative offices were relocated in 2023 (€10,704 thousand).

4 Right-of-use assets and lease liabilities

(€'000)
RIGHT-OF-USE ASSETS 31.12.2022 31.12.2021 Variation
Carrying amount 17,074 14,197 2,877
Total 17,074 14,197 2,877

These mainly refer to the owner-operated assets (production machinery, vehicles) and buildings used as offices that the group occupies under operating leases. The group discounts the total amount of lease payments due and recognises it in this caption in accordance with IFRS 16. The assistance of an independent expert was used for the discounting.

Changes in the year in right-of-use assets and lease liabilities are summarised below.

(€'000)
RIGHT-OF-USE ASSETS Land and
buildings
Plant and
machinery
Other assets TOTAL
Carrying amount at 1 January 2022 4,510 9,092 596 14,198

Derecognition 0 (3,400) 0 (3,400)
Exchange differences 156 0 19 175
Depreciation (2,133) (4,468) (531) (7,132)
Changes in the consolidation scope 174 1,770 144 2,087
Increases 2,429 8,282 434 11,145
(€'000)
LEASE LIABILITIES
Carrying amount at 1 January 2022 10,823
Changes in the consolidation scope 2,087
Payments (7,024)
Increases 9,476
Exchange differences 168
Interest expense 284
Carrying amount at 31 December 2022 15,816
of which, non-current 10.428
of which, current 5.388

At the reporting date, the parent has signed a finance lease with a major leasing company but the underlying asset (the building to which it will relocate its administrative offices) is not yet available as it is still being restructured. Therefore, such lease was not included in the calculation of right-of-use assets and lease liabilities. The restructuring of a portion of the building was completed in 2023 and, as a result, the administrative offices and registered office of the parent and the subsidiaries Salcef S.p.A, Euro Ferroviaria S.r.l., Coget Impianti S.r.l., Overail S.r.l., SRT S.r.l., RECO S.r.l., Consorzio Stabile Itaca S.c.a r.l. e Francesco Ventura Costruzioni Ferroviarie S.r.l. were relocated there. The parent is also currently holding talks with the lessor to terminate the lease early through redemption of the building. This option will be considered in the recognition of right-of-use assets and lease liabilities in 2023.

5 Equity-accounted investments

Equity-accounted investments amount to €136 thousand at 31 December 2022, compared to €41 thousand at 31 December 2021, as detailed in the table below.

(€'000)
31.12.2022 31.12.2021 Variation
Associates 133 38 95
Joint arrangements 0 0 0

2022 Integrated Annual Report301

- 16 G
Other companies 3 3 0
Total 136 41 95

The breakdown and details of the changes in the year are reported below. The decrease in investments in associates is due to the winding up of Frejus S.c.a.r.l. and Consorzio ICAV in the year. The increases derive from investments in associates held by the newly-acquired FVCF.

(€'000)

REGISTERED
OFFICE
31.12.2022 31.12.2021 Variation
Associates and joint arrangements
Frejus S.c.a.r.l. Bologna - Italy 0 8 (8)
Consorzio I.C.A.V. Imprese Consorziate Alta Velocità Rome - Italy 0 25 (25)
Sesto Fiorentino S.c.a.r.l. Rome - Italy 0 5 (5)
Consorzio Armatori Ferroviari S.c.p.A. Lecce - Italy 125 0 125
A.F.A.I. Armamento per la ferrovia Alifana inferiore
S.c. a r.l.
Naples - Italy 3 0 3
Other companies
Sassariolbia S.c. a r.l. Rome - Italy 1 1 0
Concise Consorzio Stabile S.c.a r.l. Pordenone - Italy 1 1 0
Consorzio Telese S.c.a.r.l. Rome - Italy 1 1 0
Total 136 41 95

(€'000)

Associates Joint
arrangements
Other
companies
Total
Carrying amount at 1 January 2022 38 0 3 41
Change in consolidation scope 128 0 0 128
Increases/Capital increases 0 0 0 0
Investees wound up (33) 0 0 (33)
Exchange differences 0 0 0 0
Impairment losses 0 0 0 0
Carrying amount at 31 December 2022 133 0 3 136

The following table reconciles the key financial data and carrying amounts of investments in associates and joint arrangements.

(€'000)
Sesto Fiorentino S.c.a.r.l. 31.12.2021*
Interest 47.68%
Assets 5,448
Liabilities 5,438

Net assets (100%) 10
Group's share of net assets 5
Elimination of unrealised gain on intragroup sales 0
Carrying amount of the investment in the associate 5
Revenue 3,197
Costs (3,197)
Operating profit/(loss) (100%) 0
Net financial income/(expense) 0
Income taxes 0
Profit/(loss) for the year (100%) 0
Comprehensive income/(expense) (100%) 0
Comprehensive income/(expense) (100%) 0
Group's share of comprehensive income/(expense) 0

(*) last available financial statements

(€'000)
Consorzio Armatori Ferroviari S.c.p.A. 31.12.2021*
Interest 25.00%
Assets 63,181
Liabilities 62,857
Net assets (100%) 324
Group's share of net assets 81
Elimination of unrealised gain on intragroup sales 0
Carrying amount of the investment in the associate 81
Revenue 138,633
Costs (138,627)
Operating profit (100%) 6
Net financial income 10
Income taxes (16)
Profit/(loss) for the year (100%) 0
Comprehensive income/(expense) (100%) 0
Comprehensive income/(expense) (100%) 0
Group's share of comprehensive income/(expense) 0

(*) last available financial statements

(€'000)

A.F.A.I. Armamento per la ferrovia Alifana inferiore S.c. a r.l. 31.12.2021*
Interest 15.00%
Assets 210
Liabilities 187
Net assets (100%) 23
Group's share of net assets 3

Elimination of unrealised gain on intragroup sales 0
Carrying amount of the investment in the associate 3
Revenue 521
Costs (521)
Operating profit/(loss) (100%) 0
Net financial income/(expense) 0
Income taxes 0
Profit/(loss) for the year (100%) 0
Comprehensive income/(expense) (100%) 0
Comprehensive income/(expense) (100%) 0
Group's share of comprehensive income/(expense) 0
(*) last available financial statements

6 Other non-current assets

Other non-current assets amount to €25,112 thousand at 31 December 2022, compared to €20,807 thousand at 31 December 2021. This caption is detailed in the table below.

(€'000) 31.12.2022 31.12.2021 Variation
Guarantee deposits 1,102 1,050 52
Performance bonds 20,414 18,986 1,428
Other assets 3,596 770 2,826
Total 25,112 20,807 4,306

The guarantee deposits include amounts paid by group companies to guarantee the supply of goods and services to be received and for property leases.

The performance bonds are amounts invoiced and/or to be invoiced to customers and will be collected once the inspection of the related assets has been carried out.

7 Deferred tax assets - Deferred tax liabilities - Current and deferred taxes

Income taxes, recognised in the income statement and statement of comprehensive income, may be analysed as follows:

(€'000)
INCOME TAXES 2022 2021
IRES (14,321) (14,429)
IRAP (3,446) (3,520)
Foreign income taxes (1,256) (71)

Total current taxes (19,024) (18,020)
Change in deferred tax assets (198) (1,904)
Change in deferred tax liabilities (1,017) (1,529)
Total deferred taxes (1,215) (3,433)
Prior year taxes (1,482) 461
Total income taxes (21,721) (20,992)
€'000)
TAXES RECOGNISED IN OTHER COMPREHENSIVE
INCOME/(EXPENSE)
Pre
tax
Tax benefit
(expense)
Post-tax
Other comprehensive income/(expense) that will not be
subsequently reclassified to profit or loss
Net actuarial gains/(losses)
148 (42) 106
Net fair value gains/(losses) on securities measured at FVOCI
Total
(155)
(7)
37
(5)
(118)
(12)
Other comprehensive income/(expense) that will be
subsequently reclassified to profit or loss
Net hedging gains/(losses) 4,796 (1,151) 3,645
Total 4,796 (1,151) 3,645
2022 4,789 (1,156) 3,633

At 31 December 2022, deferred tax assets and liabilities amount to €25,453 thousand and €7,733 thousand,

respectively. Changes in these two captions compared to 31 December 2021 are analysed below.

(€'000) DEFERRED TAX ASSETS 01.01.2022 Accruals through profit or loss Utilisations through profit or loss Variations through OCI Exchange differences Changes in the consolidation scope 31.12.2022 Revaluation of assets 14,320 0 (3,191) 0 0 0 11,129 Differences in amortisation and depreciation 94 274 0 0 0 0 368 Provisions for risks 1,016 4 (595) 0 0 0 425 Elimination of intragroup profits and losses 2,039 580 (416) 0 0 0 2,203 Fair value of derivatives 510 0 0 402 0 0 912 Fair value of securities 0 1,690 0 37 0 0 1,727 Impairment of assets as per IFRS 9 639 473 (359) 0 0 0 753 Actuarial gains/losses on employee benefits 42 26 0 (42) 0 0 26 Stock grant/MBO 303 430 (233) 0 0 0 500 Tax loss 244 0 0 0 0 5,265 5,509 ACE (aid to economic growth) excess 0 987 0 0 0 0 987 Exchange differences 4 121 (4) 0 0 0 121 Foreign taxes 178 320 0 0 4 0 502 Other 596 1 (306) 0 0 0 291 Total 19,985 4,906 (5,104) 397 4 5,265 25,453

(€'000)

DEFERRED TAX
LIABILITIES
01.01.2022 Accruals
through profit
or loss
Utilisations
through
profit or
loss
Variations
through OCI
Exchange
differences
Changes in
the
consolidation
scope
31.12.2022
Fair value of derivatives 0 0 0 1,553 0 214 1,768
Fair value of securities 446 0 (446) 0 0 0 0

SALCEF GROUP
Non-deductible interest
income
0 0 0 0 0 1,624 1,624
Differences in amortisation
and depreciation
1,122 3 (142) 0 0 0 983
Exchange differences 366 838 (366) 0 0 0 838
Foreign taxes 1,325 1,130 0 0 65 0 2,520
Total 3,259 1,971 (954) 1,553 65 1,838 7,733

The decrease of €3,148 thousand in deferred tax assets is mostly due to the reversal of such assets recognised at 31 December 2020 to offset the lower foreign income taxes recognised by subsidiaries due to their revaluation of company assets in their financial statements prepared in accordance with the OIC. Such revaluation is not permitted under IFRS.

Other variations in deferred tax assets include increases of €5,265 thousand due to changes in the consolidation scope regarding the acquisition of FVCF.

Deferred tax assets are recognised since it is deemed probable, on the basis of business plans, that the group will generate future taxable profits sufficient for their recovery.

Furthermore, there are no tax loss carryforwards on which deferred tax assets could be recognised.

A reconciliation of the theoretical tax rate, calculated in line with the ruling tax laws, and the effective rate is as follows:

(€'000)
Reconciliation of actual tax rate
Pre-tax profit 67,357
Theoretical IRES (16,166) -24%
Lower taxes:
- Other 4,392 6.52%
Greater taxes:
- Other (2,547) (3.78%)
Total current income taxes (IRES) (14,321) (21.26%)
IRAP (3,446) (5.12%)
Foreign income taxes (1,256) (1.86%)
Prior year taxes (1,482) -2.20%
Deferred taxes (1,215) (1.80%)
Total income taxes (21,721)

CURRENT ASSETS

8 Inventories

Inventories amount to €29,765 thousand at the reporting date, compared to €20,665 thousand at 31 December 2021. They are detailed in the table below.

(€'000)
31.12.2022 31.12.2021 Variation
Raw materials, consumables and supplies 14,105 8,240 5,865
Work in progress and semi-finished products 4,143 3,620 523
Finished goods 11,517 8,804 2,713
Total 29,765 20,665 9,101

Raw materials, consumables and supplies include consumables and other materials purchased for the construction and permanent way systems projects and not yet used at the reporting date, materials for the maintenance of rolling stock and railway equipment by SRT S.r.l. and Delta Railroad Construction Inc. and materials necessary for Overail S.r.l.'s production of railway sleepers.

Work in progress and semi-finished products mainly refer to works by SRT S.r.l. at its facilities on railway machinery not covered by sales contracts signed by the reporting date. The caption also includes the work performed on railway machinery by Delta Railroad Construction Inc..

Finished goods include the railway sleepers produced by Overail S.r.l. and in storage at the Aprilia production facility pending the definition of the contract with the customer.

9 Contract assets and liabilities

Contract assets include the contractual consideration for work in progress certified by progress reports issued by the customer's works manager or internal reports prepared by the group and not yet invoiced. Accordingly, contract assets are mainly comprised of the group's right to receive payment for that portion of work in progress that has been completed but not invoiced at the reporting date as per contracts in place with customers.

31.12.2022 31.12.2021 Variation
Contract assets 156,202 107,877 48,325
Impairment losses (168) (175) 7
Exchange differences 0 0 0
Total 156,034 107,701 48,333

(€'000)

These assets have been impaired by €168 thousand at 31 December 2022 and €175 thousand at 31 December 2021 , due to the impairment model as per IFRS 9.

At 31 December 2022, the contract assets relate to Salcef S.p.A. (€90,269 thousand), Euro Ferroviaria S.r.l. (€28,176 thousand), Overail S.r.l. (€17,034 thousand), Delta Railroad Construction Inc. (€3,211 thousand),

Coget Impianti S.r.l. (€3,795 thousand), the German subsidiaries (€5,902 thousand) and the newly-acquired FVCF (€7,165 thousand).

The following table provides a breakdown of contract assets by geographical segment:

(€'000)
31.12.2022 31.12.2021 Variation
Italy 145,067 93,491 51,576
Europe (excluding Italy) 5,902 4,726 1,176
North America 3,211 5,062 (1,851)
Africa 557 1,293 (736)
Middle East 1,297 3,130 (1,833)
Total 156,034 107,701 48,333

The following table provides information on financial assets and contract assets and liabilities:

(€'000)
31.12.2022 31.12.2021 Variation
Trade receivables 140,505 89,109 51,396
Assets held for sale 955 - 955
Contract assets 156,034 107,701 48,333
Contract assets included under assets held for sale 94 94
Contract liabilities (77,764) (12,917) (64,847)
TOTAL 219,824 183,893 35,931

Contract liabilities are mainly comprised of advances on contracts awarded to the group, which will be subsequently invoiced on the basis of the progress reports issued and approved by the customer.

(€'000)
31.12.2022 31.12.2021 Variation
Contract liabilities 77,764 12,917 64,847
Total 77,764 12,917 64,847

At 31 December 2022, this caption comprises:

  • the advance received from NAT National Authority for Tunnels for the construction of a new railway hub in Kozzyka (Egypt) (€114 thousand);
  • the advance received from RFI S.p.A. for the construction of the new Naples Bari railway line (Frasso Telesino - Telese section) (€3,214 thousand);
  • the advance received from RFI S.p.A. for the construction of the new Naples Bari railway line (Telese - San Lorenzo section) (€1,699 thousand);
  • the advance received from Consorzio Cancello Frasso Telesino Scarl for the construction of the

permanent way systems for the high speed Naples - Bari railway line (€857 thousand);

  • advances relating to the contracts of the business unit that the subsidiary Euro Ferroviaria S.r.l. acquired from the PSC Group (€1,071 thousand);
  • the advance received from the customer IRICAV DUE for the "HS Verona Padua" contract (€45,732 thousand);
  • the advance received from the customer ATAC S.p.A. for work to renew the Anagnina Ottaviano section of the Rome metro line A (€3,896 thousand);
  • the advance received from the customer RFI for the executive design and development of the ERTMS (European Rail Transport Management System) - Lot 3 centre under the master agreement (€3,125 thousand);
  • the advance received from the customer ARST for the work to lay double tracks on the Gennari Caracalla section of the Cagliari light metro line (€479 thousand);
  • advances received from customers of Delta Railroad Construction Inc. (€4,354 thousand);
  • advances received regarding contracts of the subsidiary FVCF acquired in late December 2022 (€13,131 thousand);
  • advances for other smaller contracts (€92 thousand).

The contract liabilities at 31 December 2022 will become revenue in 2023, except for the advances received for the "HS Verona - Padua" contract which will be recovered in proportion to the amount invoiced.

At the reporting date, the Salcef Group's order backlog includes work on permanent way systems (71.1%), energy sector works (16.8%), infrastructure works (8.1%), sleepers and prefabricated products production (3.2%) and machinery construction and maintenance contracts (0.9%), which ensure continuity using the existing operating units active in the relevant geographical areas.

10 Trade receivables

The table shows the caption at 31 December 2022 with comparative prior year end figures.

31.12.2022 31.12.2021 Variation
Third parties 137,768 92,802 44,966
Loss allowance (7,887) (3,975) (3,912)
Total third parties 129,881 88,827 41,054
Associates 10,624 282 10,342
Total associates 10,624 282 10,342
Total 140,505 89,109 51,396

(€'000)

The following table shows changes in the loss allowance during the year:

(€'000)
Carrying amount at 1 January 2022 (3,975)
Changes in the consolidation scope (3,538)
Utilisations/Releases 363
Accruals (699)
Exchange differences (38)
Carrying amount at 31 December 2022 (7,887)

The accruals refer to impairment losses recognised in accordance with IFRS 9.

Although the group's exposure to credit risk depends on the specific characteristics of each customer, group management also considers variables typical of the group's entire customer base, including the insolvency risk of the customer's sector and country.

Trade receivables from associates mainly refer to receivables due from Consorzio Armatori Ferroviari S.c.a r.l. to the subsidiary FVCF S.r.l..

Reference should be made to the note 32 on related party transactions for more information about receivables from related parties.

A breakdown of trade receivables at 31 December 2022 and 2021 by geographical segment is provided below.

(€'000)
31.12.2022 % 31.12.2021 % Variation
Italy 108,041 76.9% 68,577 77.2% 39,464
Europe (excluding Italy) 12,544 8.9% 9,325 10.5% 3,219
Africa 1,437 1.0% 699 0.8% 738
North America 14,802 10.5% 8,479 9.5% 6,323
Middle East 3,614 2.6% 1,746 2.0% 1,868
Australia 67 0% 67
Total 140,505 88,627 51,679

11 Current tax assets

Current tax assets of €4,167 thousand (31 December 2021: €4,122 thousand) mostly comprise:

  • direct income taxes and payments on account paid abroad (€323 thousand);
  • IRES and IRAP assets and payments on account (€700 thousand);
  • direct income taxes of Delta Railroad Construction Inc. (€1,076 thousand);
  • tax assets of FVCF (€2,074 thousand).

12 Current financial assets

Current financial assets amount to €148,643 thousand at 31 December 2022 (31 December 2021: €101,588 thousand) and are detailed in the table below.

(€'000)
31.12.2022 31.12.2021 Variation
Securities 130,898 97,826 33,072
Loans to associates 90 353 (263)
Hedging derivatives 7,365 13 7,352
Other current financial assets 10,290 3,396 6,894
Total 148,643 101,588 47,055

Securities of €130,898 thousand represent the investments existing at the reporting date in mutual property funds, certificates, policies, Italian treasury notes ("BTPs"), bonds and time deposits made by Salcef Group S.p.A. to invest the liquidity obtained following the capital increases performed in 2021 and previous years. The measurement method applied to such assets depends on both the business model used by the group to manage the assets in order to generate cash flows and the characteristics of the security. Specifically, the group holds such assets to collect contractual cash flows and sell them in favourable economic situations (the hold to collect and sell model). Therefore, they are measured at FVOCI when the expected cash flows are solely payments of principal and interest (SPPI). In all other cases, they are measured at fair value (level 1 according to the IFRS 13 hierarchy) and the related gains and losses are taken to profit or loss. The following table shows variations in the caption during the year:

(€'000)
Measured at 01.01.2022 Purchases Sales Variations in
fair value to
profit or loss
Variations
in
fair value to
OCI
Changes in
the
consolidation
scope
31.12.2022
Unicredit mutual funds FVTPL 7,025 344 (762) (812) 5,795
Unicredit certificates FVTPL 1,268 (147) 1,123
Intesa Eurizon SGR FVTPL 7,330 (534) 6,798
Intesa Eurizon Titolo FVTPL 7,979 (794) 7,185
BPS FVTPL 6,567 (910) 5,658
UBI BAP life policy FVTPL 8,154 (158) 7,996
MPS fiduciary mandate FVTPL 4,978 (4,978) 0
MPS policy FVTPL 5,089 (745) 4,344
Servizio Italia Cardiff policy FVTPL 15,674 (1,044) 14,630
Fineco mutual funds FVTPL 4,006 820 (319) 4,507
Banca Aletti FVTPL 7,191 2,500 (904) 8,787
Fineco insurance products FVTPL 9,546 1,200 (334) 10,413

Kairos Partners securities portfolio FVTPL 4,968 (399) 4,569
Deutsche Bank portfolio management FVTPL 3,092 (12) (346) 2,734
Fondo AZIMUT FVTPL 4,960 7,000 (367) 11,593
J.P. Morgan FVTPL 0 15,000 (1,085) 13,915
Mediobanca bonds and certificates FVOCI 0 13,479 (155) 13,324
Securities held by FVCF FVTPL 0 7,530 7,530
Total 97,826 40,343 (5,752) (8,900) (155) 7,530 130,898

Note 16 provides a description of all the group's derivatives, which include the above hedging derivatives of €7,365 thousand at the reporting date.

13 Cash and cash equivalents

This caption may be analysed as follows:

(€'000)
31.12.2022 31.12.2021 Variation
Bank and postal accounts 135,187 166,151 (30,964)
Cash-in-hand and cash equivalents 59 25 34
Total 135,246 166,176 (30,930)

The balance of bank and postal accounts at 31 December 2022 mainly refers to the parent (€14,176 thousand), Salcef S.p.A. (€89,241 thousand), Euro Ferroviaria S.r.l. (€14,764 thousand), Coget Impianti S.r.l. (€2,869 thousand), SRT S.r.l. (€7,415 thousand), Delta Railroad Construction Inc. (€1,863 thousand), the German subsidiaries (€2,744 thousand) and the newly-acquired FVCF (€266 thousand).

14 Other current assets

Other current assets amount to €35,333 thousand at 31 December 2022 (31 December 2021: €26,807 thousand) and are detailed in the table below:

(€'000)
31.12.2022 31.12.2021 Variation
Other tax assets 11,287 6,930 4,357
Other assets 12,322 11,582 740
Prepayments and accrued income 11,724 8,294 3,430
Total 35,333 26,807 8,527

Other tax assets refer to indirect taxes (mostly VAT due to the application of the split payment regime) paid in Italy and abroad and tax assets on capital expenditure that Salcef S.p.A., Coget Impianti S.r.l., Euro

Ferroviaria S.r.l., Overail S.r.l. and SRT S.r.l. incurred for high-tech owner-operated assets as per Annex A of Law no. 232 of 11 December 2016 ("Industry 4.0"). This tax asset may be used to offset their tax obligations.

Other assets are detailed below:

(€'000)
31.12.2022 31.12.2021 Variation
Personnel and work sites 1,870 1,055 815
Advances on trade receivables assigned without
recourse
0 4,742 (4,742)
Advances to suppliers 5,885 1,423 4,462
Social security institutions 1,921 133 1,788
Others 2,646 4,229 (1,583)
Total 12,322 11,582 740

"Others" mainly include the participating financial instruments received from Astaldi S.p.A., since Salcef Group S.p.A. is its non-secured creditor (€1,804 thousand).

Prepayments and accrued income consist exclusively of the portion of costs incurred in the year pertaining to subsequent years. They mainly relate to prepaid insurance premiums for the work sites and bank surety commissions.

The caption also includes the down payment for the lease of the building in Rome which will house the parent's administrative offices once it has been restructured. As the relevant conditions about the lease inception date are not met at the reporting date as the parent obtained title to such administrative offices on 9 January 2023, the leased building has not been recognised under right-of-use assets (see note 4).

LIABILITIES

EQUITY

15 Equity

GRI 2-1 Organizational details GRI 2-2 Entities included in the organization's sustainability reporting GRI 2-6 Activities, value chain and other business relationships

The main equity captions and changes therein are commented on below.

Share capital

The parent's fully paid-up share capital at 31 December 2022 amounts to €141,544,532.20 and is comprised of 62,399,906 ordinary shares without nominal value. The parent holds 538,257 treasury shares at the reporting date, equal to 0.863% of its share capital. Finhold S.r.l. holds 64.77% of the share capital (75.49% of the voting rights) and the remainder is held by shareholders that own less than 5% of the share capital.

In accordance with the by-laws, all of the parent's remaining performance and special shares were converted into ordinary shares in 2022. This did not lead to increases in the share capital.

Reserves

At 31 December 2022, reserves mainly comprise:

  • Legal reserve: this reserve of €4,120 thousand includes prior year profits allocated in accordance with Italian law;
  • Extraordinary reserve: totalling €13,678 thousand, it includes prior year profits allocated thereto by the shareholders;
  • Revaluation reserves: these reserves of €28,060 thousand were set up for the revaluations of property, plant and equipment made in accordance with Laws no. 342/2000, no. 266/2005 and no. 2/2009;
  • Translation reserve: with a negative balance of €2,471 thousand;
  • Negative goodwill: amounting to €45,000 thousand, this negative goodwill arose on the recognition of the merger of Salcef Group S.p.A. and Indstars 3 that took place on 8 November 2019;
  • Actuarial reserve: this reserve contains the actuarial gains and losses on the remeasurement of postemployment benefit liabilities in accordance with IAS 19 and shows a negative balance of €155 thousand;
  • Hedging reserve: with a balance of €2,036 thousand, this reserve reflects the fair value gains and losses on the interest rate swaps entered into by Salcef Group S.p.A., Salcef S.p.A. and Euro Ferroviaria S.r.l. to hedge cash flow risks on the payment of interest on borrowings and leases and

the fair value gains and losses on the currency forwards entered into by Salcef Group S.p.A. to hedge currency risk on the loan in US dollars granted to Salcef USA Inc.. The reserve will be taken to the income statement over the years as the cash flows generated by the hedged item affect profit or loss;

  • Reserve for repurchase of treasury shares: with a negative balance of €7,179 thousand, this reserve includes the value of the parent's treasury shares purchased on the market and held in accordance with the resolutions passed during the ordinary shareholders' meeting;
  • Stock grant reserve: with a positive balance of €325 thousand, this is the accrual for the cost of the share-based incentive plans (i.e., 2021-2024 stock grant plan, 2022-2025 stock grant plan and 2022- 2023 performance share plan) recognised under personnel expense described in note 31, to which reference should be made;
  • Reserve for financial assets measured at FVOCI: with a negative balance of €118 thousand, this reflects changes in the fair value of financial assets measured at FVOCI (see note 12) net of the relative deferred tax assets/liabilities;
  • Share premium: recognised in 2021 for €27,200 thousand after the capital increase achieved through the accelerated bookbuild offering and generated by the difference between the subscription price of newly issued shares (€16.00 per share) and the existing accounting par value (€2.40 per share) multiplied by the number of newly issued shares (2,000,000 new ordinary shares);
  • Reserve for capital increase costs: this reserve with a negative balance of €653 thousand includes the costs directly attributable to the issue or repurchase of treasury shares.

At their ordinary meeting of 29 April 2022, the parent's shareholders approved the separate financial statements as at and for the year ended 31 December 2021, which show a profit for the year of €33,300,893, and were presented with the consolidated financial statements as at and for the year ended 31 December 2021, which show a profit for the year attributable to the owners of the parent of €39,070,532.

The shareholders also resolved to distribute a dividend of €0.46 per eligible ordinary share at the record date (i.e., 17 May 2022). The coupon detachment date is 16 May 2022 and the payment date is 18 May 2022. Considering the number of treasury shares held by the group at 17 May 2022, the total dividend is €28,474,764.98. More information about changes in equity is provided in the statement of changes in equity.

Capital management

The group's capital management policies entail maintaining a high level of capital to keep its stakeholders' trust and also lay the foundation for the group's future.

Additionally, management monitors the return on capital and the amount of dividends to distribute to ordinary shareholders.

The board of directors strives to balance the achievement of higher returns through greater leverage with the advantages and security of a sound financial position.

NON-CURRENT LIABILITIES

16 Current and non-current financial liabilities – Lease liabilities

Financial liabilities, bank loans and borrowings and lease liabilities are detailed in the table below:

(€'000)
31.12.2022 31.12.2021 Variation
Bank loans - non-current portion 115,417 77,719 43,316
Hedging derivatives 3,794 2,130 1,664
Total 119,211 79,849 44,980
Lease liabilities as per IFRS 16 10,429 5,694 4,735
Total 10,429 5,694 4,735
TOTAL NON-CURRENT 129,640 85,544 49,715
Bank loans and borrowings 4,065 0 4,065
Total 4,065 0 4,065
Other loans and borrowings 12,687 114 12,573
Bank loans and borrowings - current portion 76,576 62,431 8,527
Total 89,263 62,545 21,100
Lease liabilities as per IFRS 16 5,388 5,129 259
Total 5,388 5,129 259
TOTAL CURRENT 98,716 67,673 25,424
TOTAL LOANS AND BORROWINGS 228,356 153,217 75,139

The bank loans are non-current loans taken out by the parent, Salcef S.p.A., Euro Ferroviaria S.r.l., Overail S.r.l., Coget Impianti S.r.l., Delta Railroad Construction Inc. and Salcef Deutschland GmbH. Their terms are detailed below:

(€'000)
31.12.2022
Interest rate Year of
maturity
Nominal
amount
Carrying
amount
Intesa Sanpaolo - unsecured loan 1% + 3-month Euribor 2023 417 416
Deutsche Bank - unsecured loan 1% + 3-month Euribor 2023 833 833
MPS - unsecured loan 0.60% + 6-month Euribor with a
floor of 0
2023 833 833
Unicredit - loan 1.54% + 3-month Euribor 2025 13,151 13,149
UBI Banca - unsecured loan 0.80% 2023 1,680 1,680
UBI Banca - unsecured loan 0.80% 2023 1,541 1,540
MPS - unsecured loan 0.60% + 6-month Euribor with a
floor of 0
2023 1,667 1,666

Crédit Agricole - unsecured loan 0.55% + 3-month Euribor with a
2024
floor of 0
3,342 3,340
MPS - unsecured loan 0.70% + 6-month Euribor with a
floor of 0
2025 2,818 2,815
Credem - unsecured loan 0.50% 2024 2,104 2,103
Intesa Sanpaolo - unsecured loan 1.69% + 1-month Euribor with a
floor of 0
2023 284 287
MPS - unsecured loan 0.60% + 6-month Euribor 2025 3,068 3,065
Banca Popolare di Sondrio - unsecured loan 0.90% + 3-month Euribor 2025 2,577 2,576
Unicredit - unsecured loan 0.95% + 3-month Euribor 2024 2,083 2,082
Y Finance - BNP Paribas Lease Group S.A. - 2025 27 27
Intesa Sanpaolo - unsecured loan 1.54% + 3-month Euribor 2026 21,000 21,000
CDP - loan 1% + 6-month Euribor with a
floor of 0
2026 19,444 19,444
Credem - unsecured loan 0.45% 2025 2,088 2,087
Crédit Agricole - loan 1% + 3-month Euribor with a
floor of 0
2027 20,000 19,921
Intesa - loan 0.90% + 3-month Euribor 2025 25,000 25,000
Banco BPM - loan 1.10% + 3-month Euribor 2026 20,000 19,975
BNL - loan 0.90% + 3-month Euribor 2025 18,333 18,318
BNL - loan 1.8% 2023 171 171
BPER - loan 2.80% + 3-month Euribor 2024 1,683 1,683
Banca Popolare Pugliese - loan 1.50% + 6-month Euribor 2025 1,827 1,827
Deutsche Bank - loan 1.50% + 3-month Euribor 2025 7,500 7,500
Deutsche Bank - loan 1.10% + 3-month Euribor 2026 9,375 9,375
Intesa - loan 5.0% + 1-month Euribor 2023 83 83
Banca Sella - loan 3.7% + 3-month Euribor 2323 56 56
BPER - loan 1.9% + 3-month Euribor 2025 741 741
Comerica - loan - - 469 469
Various loans to acquire assets (Salcef Deutschland) - - 1,181 1,181
Key Bank Loc - 5MM - - 772 772
Key Equipment Finance - schedule 1 PQ-35450 2.591% 2026 449 327
Key Equipment Finance - schedule 2 PQ-35457 2.592% 2026 2,456 1,790
Key Equipment Finance - schedule 3 PQ-35465 2.591% 2026 1,075 671
Key Equipment Finance - schedule 4 PQ-38809 2.592% 2026 2,243 1,671
Key Equipment Finance - schedule 5 PQ-51381 2.940% 2026 337 268
Total 194,004 191,993

The above bank loans include: (i) the loan from Unicredit S.p.A. to the parent (remaining unpaid amount of €13,151 thousand) which the latter used to acquire the Delta Group (as described earlier), 60% of which is guaranteed by SACE S.p.A.; (ii) the parent's five-year, €30,000 thousand "S-Loan" with Intesa Sanpaolo S.p.A. entered into on 30 June 2021, which is backed by the SACE S.p.A. green guarantee and involves the identification and monitoring of certain ESG performance indicators, improvements in which may trigger decreases in the interest rate; (iii) the five-year €20,000 thousand loan that Crédit Agricole granted to the parent in February 2022, which also involves the identification and monitoring of certain ESG performance indicators, improvements in which may trigger decreases in the interest rate.

Some group companies are required to comply with covenants on the loans in place.

Specifically, for Salcef Group S.p.A., the covenants in place at 31 December 2022 relate to: (i) the loan granted by Unicredit S.p.A. in September 2020, maturing in September 2025; (ii) the loan granted by Intesa Sanpaolo on 30 June 2021, maturing in June 2026; (iii) the loan granted by Cassa Depositi e Prestiti (CDP) in two instalments in July 2021 and December 2021, maturing in June 2026; (iv) the loan granted by Crédit Agricole in February 2022, maturing in September 2027; (v) the loan granted by Banco BPM S.p.A. in July

2022, maturing in December 2026, and (vi) the loan granted by BNL S.p.A. in July 2022, maturing in July 2025..

The Unicredit S.p.A. loan provides for the following covenants:

  • net financial position/gross operating profit (loss) ratio lower than or equal to 3 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;
  • net financial position/equity ratio lower than or equal to 1 for the entire term of the loan, monitored on the basis of Salcef Group S.p.A.'s separate financial statements.

The Intesa Sanpaolo S.p.A. loan provides for the following covenants:

  • net financial position/gross operating profit (loss) ratio lower than or equal to 3 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;
  • net financial position/equity ratio lower than or equal to 0.9 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements.

The CDP loan provides for the following covenants:

  • net financial position/gross operating profit (loss) ratio lower than or equal to 3 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;
  • net financial position/equity ratio lower than or equal to 1 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements.

The Crédit Agricole S.p.A. loan provides for the following covenants:

  • net financial position/gross operating profit (loss) ratio lower than or equal to 3 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;
  • net financial position/equity ratio lower than or equal to 1 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements.

The Banco BPM S.p.A. loan provides for the following covenants:

• net financial position/gross operating profit (loss) ratio lower than or equal to 3 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements.

The BNL S.p.A. loan provides for the following covenants:

  • net financial position/gross operating profit (loss) ratio lower than or equal to 3 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;
  • net financial position/equity ratio lower than or equal to 1 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements.

The subsidiary Delta Railroad Construction Inc. is required to comply with the covenant of the loan entered into with Keybank National Association, whereby the ratio of operating cash flows to the sum of financial expense and loan and lease payments falling due must be between 1.5 and 1 for the previous 12 months.

Finally, for the newly-acquired subsidiary FVCF S.r.l., the covenants in place at 31 December 2022 relate to: (i) the loan granted by BNL S.p.A. on 9 August 2019, maturing in February 2023; (ii) the loan granted by BPER Banca S.p.A. on 5 July 2017, maturing in July 2024; (iii) the loan granted by Deutsche Bank S.p.A. on 28 July 2020, maturing in December 2025, and (iv) the loan granted by Banca Sella S.p.A. on 22 June 2017, maturing in January 2023.

The BNL S.p.A. loan provides for the following covenants:

  • equity/assets ratio higher than or equal to 22% for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;
  • financial expense/revenue ratio lower than or equal to 3% for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements.

The BPER Banca S.p.A. loan provides for the following covenants:

  • net financial position/gross operating profit (loss) ratio lower than or equal to 3.15 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;
  • net financial position/equity ratio lower than or equal to 1.25 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements.

The Deutsche Bank S.p.A. loan provides for the following covenants:

• net financial position/revenue ratio lower than 50%, monitored on the basis of FVCF S.r.l.'s financial statements.

The Banca Sella S.p.A. loan provides for the following covenants:

equity/assets ratio no lower than 20% for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;

net financial position/gross operating profit (loss) ratio lower than or equal to 4 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statement

Some group companies hold derivatives specifically for hedging interest rate and currency risks.

Specifically, Salcef S.p.A. entered into an interest rate swap with Unicredit S.p.A. in March 2021, maturing in 2024 and with a notional amount of €2,083 thousand at the reporting date. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €2,083 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap

has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve.

Euro Ferroviaria S.r.l. entered into an interest rate swap with Unicredit S.p.A. in October 2022, maturing in 2026 and with a notional amount of €2,034 thousand at the reporting date. This swap hedges cash flow risk on the variable rate interest included in the lease payments as per the contract entered into with the bank on the same date with an outstanding balance of €2,034 thousand at the reporting date. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve.

FVCF S.r.l. has the following interest rate swaps:

  • an interest rate swap with Deutsche Bank S.p.A. entered into in July 2020, maturing in 2025 and with a notional amount of €7,500 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €7,500 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Deutsche Bank S.p.A. entered into in May 2021, maturing in 2026 and with a notional amount of €9,375 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €9,375 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve.

The parent has the following interest rate swaps:

  • an interest rate swap with Unicredit S.p.A. entered into in September 2020, maturing in 2025 and with a notional amount of €13,151 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €13,151 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Banca Popolare di Sondrio entered into in January 2021, maturing in 2025 and with a notional amount of €2,577 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €2,577 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;

  • an interest rate swap with Intesa Sanpaolo S.p.A., entered into in June 2021, maturing in 2026 and with a notional amount of €21,000 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €21,000 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Unicredit S.p.A. entered into in August 2021, maturing in 2026 and with a notional amount of €3,889 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the first tranche of the variable-rate loan with an outstanding balance of €3,889 thousand at the reporting date disbursed by CDP with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Unicredit S.p.A. entered into in January 2022, maturing in 2026 and with a notional amount of €15,556 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the second instalment of the variable-rate loan with an outstanding balance of €15,556 thousand at the reporting date disbursed by CDP on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Crédit Agricole entered into in February 2022, maturing in 2027 and with a notional amount of €20,000 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €20,000 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Intesa Sanpaolo S.p.A., entered into in May 2022, maturing in 2025 and with a notional amount of €25,000 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €25,000 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Banco BPM S.p.A. entered into in July 2022, maturing in 2026 and with a notional amount of €20,000 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €20,000 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;

  • an interest rate swap with BNL S.p.A. entered into in July 2022, maturing in 2025 and with a notional amount of €18,333 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €18,333 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve.

The swaps listed above, which have a positive fair value at the reporting date, are not included under current financial liabilities, but are recognised under current financial assets (see note 12).

In December 2020, Salcef Group S.p.A. entered into five currency forwards with Unicredit S.p.A. maturing on 31 December 2025 (of which three are still in place at 31 December 2022) to hedge cash flow risk on the loan in US dollars to the subsidiary Salcef USA Inc.. The cash flows consist of the interest (USD706 thousand) due each year and the repayment of principal on 31 December 2025 (USD28,240 thousand). These derivative contracts have been designated as cash flow hedges, as the underlying notional amount, currencies and maturity dates reflect the loan in place. Accordingly, the fair value gains and losses at each reporting date are taken in full to the hedging reserve.

The hedging reserve for the hedged item will be released to the income statement over the years as the cash flows generated by the hedged item affect profit or loss.

The table below provides a breakdown of the group's net financial position at 31 December 2022 and 31 December 2021, in accordance with the presentation method for net financial position established in the ESMA Guidelines dated 4 March 2021.

Note 31.12.2022 31.12.2021 Variation
1 135,246 166,176 (30,930)
0 0 0
2 148,643 101,588 47,055
283,889 267,764 16,125
(22,140) (5,976) (16,164)
(76,576) (61,697) (9,261)
(98,716) (67,673) (25,425)
185,173 200,091 (9,300)
(129,640) (85,544) (49,714)
0 0 0
0 0 0
(129,640) (85,544) (49,714)
3 55,533 114,547 (59,014)
4 (29,527) 0 (29,527)
26,006 114,547 (88,541)

Note

(1) The balance at 31 December 2022 includes contract advances received from the customer IRICAV DUE, net of costs already incurred, related to the contracts for the construction of the civil works and permanent way systems on the HS/HC Verona - Padua railway line.

(2) The balance at 31 December 2022 reflects the impact of fair value losses on the group's short-term investments due to the downturn in international financial markets.

(3) Net financial position calculated as per Consob communication no. 6064293 of 28 July 2006 and in compliance with ESMA Guidelines of 4 March 2021.

(4) The adjustments refer to: (i) advances received for the HS/HC Verona - Padua railway line (€36,722 thousand), as mentioned in note (1), and (ii) the fair value losses on securities in 2022 (€7,195 thousand), as mentioned in note (2). This latter adjustment is not offset by the fair value gains recorded up to 31 December 2021 (€1,860 thousand).

The group has an adjusted net financial position (i.e., liquidity greater than financial debt) of €26,006 thousand at year end compared to €114,547 thousand at 31 December 2021.

The following tables show the group's financial liabilities by maturity bracket at 31 December 2022 and 31 December 2021 and changes therein:

(€'000)

Due within
one year
Due after one
year and within
five years
Due after five
years
TOTAL
Bank loans 62,431 77,719 0 140,150
Other loans and borrowings 114 0 0 114
Lease liabilities 5,129 5,602 92 10,823
Hedging derivatives 0 2,130 0 2,130
Carrying amount at 31 December 2021 67,673 85,452 92 153,217
Bank loans 70,958 121,035 0 191,993
Other loans and borrowings 12,687 0 0 12,687
Bank loans and borrowings 4,065 0 0 4,065
Lease liabilities 5,388 10,313 116 15,817
Hedging derivatives 0 3,794 0 3,794
Carrying amount at 31 December 2022 93,098 135,142 116 228,356

(€'000)

Loans and borrowings at 1 January 2021 127,880
Net fair value gains on derivatives 1,733
Proceeds from new loans 82,000
Repayment of loans (44,447)
Change in other loans and borrowings - current 6,554
Increase in liabilities following acquisitions 2,707
Recognition of leases as per IFRS 16 2,462
Repayment of lease liabilities (6,647)
Exchange differences 249
Change in warrants (19,274)
Total at 31 December 2021 153,217
Net fair value gains on derivatives 1,664
Proceeds from new loans 90,469

Total at 31 December 2022 228,356
Exchange differences 526
Repayment of lease liabilities (7,024)
Recognition of leases as per IFRS 16 9,476
Increase in liabilities following acquisitions 54,216
Change in other loans and borrowings - current (12,831)
Repayment of loans (61,357)

17 Current and non-current employee benefits

This caption includes the group's estimated liability, calculated using actuarial techniques, for the postemployment benefits due to employees when their employment relationship ends, as the benefits are defined benefit plans under IAS 19. The liability is calculated by an independent expert using the following actuarial assumptions:

31.12.2022 31.12.2021
Turnover rate 2.30% 2.30%
Annual discount rate 3.77% 0.98%
Annual inflation rate 2.3% 1.8%
Annual post-employment benefits growth rate 3.225% 2.8%

Had there been reasonably possible variations in the actuarial assumptions at the reporting date, they would have had the following impact on defined obligation benefits:

(€'000)
SENSITIVITY ANALYSIS 31.12.2022
Increase Decrease
Turnover rate (+/- 1.00%) 962 951
Annual discount rate (+/- 0.25%) 939 975
Inflation rate (+/- 0.25%) 969 945

The average weighted term of defined obligation benefits is 13.1 years at the reporting date.

This caption also includes the accrual for the portion vested at 31 December 2022 of the management incentive plan (€1,547 thousand), which will be disbursed in 2023 (€1,127 thousand) and the remaining amount in 2024.

Changes in this caption are shown in the following table:

(€'000)

Carrying amount at 1 January 2022 2,126
Accruals 1,513
Changes in the consolidation scope 5,266
Utilisations/Transfers (971)
Interest cost 20
Net actuarial gains (148)
Carrying amount at 31 December 2022 7,806
of which, non-current 6,679
of which, current 1,127

The current service cost mostly relates to the management incentive plan (MBO) introduced by the parent to formally and clearly communicate the strategic objectives defined each year to all the beneficiary managers so that they can steer the entire workforce towards achieving them. Should the parent achieve the defined milestones, the plan beneficiaries may receive a variable remuneration pegged to their gross annual remuneration and their achievement of the individual objectives assigned to them.

The MBO plan is the first phase of the performance management model that the group intends to gradually introduce, based on the specific objectives assigned and the degree of compliance of the manager's conduct with the group's values. These values and the conduct indicators will be the basis for the group's leadership model. Assessment of the objectives achieved (What) with the conduct applied (How) will be fundamental to safeguard the group's organisational culture along its growth journey and to provide department heads with a structured tool to provide employees with feedback useful for the ongoing improvement of their performances.

18 Provisions for risks and charges

The following table presents changes in this caption during the year:

(€'000)
Provision for
litigation
Carrying amount at 1 January 2022 3,819
Accruals 20
Utilisations (329)
Releases (1,828)
Changes in the consolidation scope 676
Other variations 0
Carrying amount at 31 December 2022 2,358

The provision for litigation represents an estimate of the probable charges the Salcef Group will incur in respect of the disputes underway or the claims currently pending and being assessed in which the group may be asked to pay for the damage suffered by the counterparty.

The parent and other group companies are involved in certain civil proceedings related to their normal business operations.

The main civil case against the group was settled in the year with the signing of a settlement agreement. It had involved the subsidiary Salcef S.p.A., which appeared in proceedings concerning a hot lease agreement in which the counterparty claimed payment of roughly €3.7 million. In turn, Salcef S.p.A. claimed compensation for damage of €3 million, plus reputational damage to be quantified on the basis of fairness. Accordingly, the accrual for this case was released in the period, net of the amount paid to the counterparty as per the settlement agreement.

The changes in the consolidation scope refer to the provision for risks recognised in the statement of financial position of FVCF at the acquisition date.

CURRENT LIABILITIES

19 Trade payables

(€'000) 31.12.2022 31.12.2021 Variation Third parties 217,568 116,321 101,247 Associates 714 1,183 (469) Total 218,282 117,504 100,778

Trade payables to third parties (€217,568 thousand) mostly refer to Salcef S.p.A. (€115,177 thousand), the newly-acquired FVCF S.r.l. (€35,430 thousand), Euro Ferroviaria S.r.l. (€25,244 thousand), Overail S.r.l. (€14,096 thousand), SRT S.r.l. (€8,808 thousand), the parent (€5,965 thousand), Coget Impianti S.r.l. (€5,758 thousand), Delta Railroad Construction Inc. (€4,994 thousand) and the German subsidiaries (€1,479 thousand).

Trade payables to associates mainly include costs recharged by the consortium companies and consortia to the parent, Salcef S.p.A., Euro Ferroviaria S.r.l. and FVCF S.r.l..

The following table provides a breakdown of trade payables by geographical segment:

(€'000)
31.12.2022 % 31.12.2021 % Variation
Italy 204,986 94.2% 110,318 94.8% 93,421
Europe (excluding Italy) 5,166 2.4% 3,045 2.6% 3,267
Africa 75 0.0% 277 0.2% (59)
North America 5,058 2.3% 2,031 1.7% 2,757
Middle East 2,221 1.0% 629 0.5% 548
Asia 0 0.0% 6 0.0% 1,300
Australia 62 0.0% 15 0.0% 13
Total 217,568 116,321 101,247

20 Current tax liabilities

(€'000)
31.12.2022 31.12.2021 Variation
Direct taxes 6,361 3,419 2,942
Foreign current taxes 860 683 177
Tax provision 864 919 (55)
Total 8,085 5,020 3,064

The tax provision includes €750 thousand for a prudent estimate of the tax liabilities the Salcef Group may be required to cover in the event of tax audits, inspections or assessments, while €114 thousand has been accrued for a tax assessment underway at Salcef Group S.p.A.'s Egyptian branch.

21 Other current and non-current liabilities

(€'000)
31.12.2022 31.12.2021 Variation
Other 4,267 4,195 72
Total non-current 4,267 4,195 72
Social security institutions 6,861 5,010 1,851
Employees 10,182
6,149
4,033
Third parties (joint arrangements) 127 1,146 (1,019)
Other 9,679
5,722
3,957
Accrued expenses and deferred income 6,940 2,094 4,846
Other tax liabilities 2,246 824 1,422
Total current 36,035 20,945 15,090
TOTAL OTHER LIABILITIES 40,302 25,140 15,162

Amounts due to employees refer to unpaid remuneration and untaken holidays at the reporting date.

The amounts due to joint venture partners relate to the collection by Salcef S.p.A. and Euro Ferroviaria S.r.l., as lead contractors, of invoices issued by them to the customers for contract work performed by the companies in the joint venture.

The increase in deferred income is due to the recognition of the portion of the grant for property, plant and equipment relating to the year, as mentioned in the notes to other current assets, with a balancing entry in other income, and the portion of deferred income related to subsequent years, calculated based on the useful life of the assets for which the grant was received.

"Other" (current and non-current) comprise amounts not yet paid by the group on business combinations carried out in 2022 and previous years. Specifically:

  • (i) €820 thousand (€120 thousand current and €700 thousand non-current) due by Salcef Group S.p.A. for the acquisition of the investment in Salcef Deutschland GmbH, €265 thousand (entirely current) for the investment in Coget Impianti S.p.A. and an estimated €918 thousand (entirely non-current) for the investment in Francesco Ventura Costruzioni Ferroviarie S.r.l.. This latter amount regarding the acquisition carried out on 23 December 2022 is subject to possible variations, as detailed in note 34;
  • (ii) €3,775 thousand (€1,185 thousand current and €2,590 thousand non-current) due by Salcef USA Inc. for the acquisition of the investment in Delta Railroad Constuction Inc.;
  • (iii) €58 thousand (entirely non-current) due by Euro Ferroviaria S.r.l. as a contingent consideration (subject to possible variations, as detailed in note 34) for the acquisition of the PSC business unit.

This caption also includes the €1,265 thousand to be refunded following the incorrect allocation of participating financial instruments.

Other tax liabilities mostly consist of withholdings on the December remuneration of consultants and employees and the final tranche due in 2023 of the substitute tax on the revaluation of €634 thousand that Salcef S.p.A., Euro Ferroviaria S.r.l., Overail S.r.l. and Coget Impianti S.p.A. must pay following their revaluation of assets pursuant to the "August Decree".

Apart from that described in the note on commitments and risks, the group's liabilities are not secured by collateral.

Notes to the main income statement captions

22 Revenue – Other income

GRI 201-1 Direct economic value generated and distributed

(€'000)
2022 2021 Variation
Revenue from contracts with customers 554,709 434,552 120,157
Other income 9,911 5,589 4,322
Total 564,620 440,141 124,479

Revenue from contracts with customers mainly relates to the contract work carried out during the year.

Revenue from contracts with customers is broken down by the timing of revenue recognition, the main product/services lines and by the main geographical segments:

(€'000)
2022 2021 Variation
Timing of revenue recognition
Products transferred at a point in time 36,203 36,118 85
Products and services transferred over time 518,505 398,434 120,071
Total 554,709 434,552 120,157
Main products/services
Permanent way systems 346,501 310,086 36,415
Infrastructure 51,448 21,432 30,016
Energy, signalling and telecommunications 87,192 56,499 30,693
Railway materials 41,731 36,118 5,613
Railway machines 12,618 10,418 2,200
Grinding 15,219 0 15,219
Total 554,709 434,552 120,157
Main geographical segments
Italy 439,004 319,353 119,651
Europe (excluding Italy) 47,446 38,881 8,565
Africa 5,559 4,383 1,176
North America 48,277 43,046 5,231
Middle East 14,423 28,890 (14,467)
Total 554,709 434,552 120,157

Revenue is measured considering the consideration specified in the contract with the customer. The group recognises revenue when it transfers control of the goods or services.

Specifically, revenue is recognised over time on a percentage of completion basis. Costs are recognised in profit or loss when incurred.

Advances are recognised under contract liabilities.

The performance obligation for the sale of railway materials is satisfied at a point in time. Revenue is recognised when the goods leave the warehouse.

Other income comprises:

(€'000)
2022 2021 Variation
Recharges to third parties 375 244 131
Insurance and other compensation 1,238 339 899
Gains on sale of assets and other income 5,401 4,017 1,384
Other sundry income 2,897 988 1,909
Total 9,911 5,589 4,323

Recharges to third parties refer to the recovery of costs and/or reimbursement of costs incurred on behalf of third parties.

Gains refer to the sale of group assets as part of their normal replacement process.

23 Raw materials, supplies and goods

This caption amounts to €135,714 thousand net of changes in inventories (2021: €91,809 thousand).

(€'000)
2022 2021 Variation
Raw materials, supplies and goods 138,997 93,356 45,641
Change in inventories (3,283) (1,548) (1,735)
Total 135,714 91,809 43,906

24 Services

This caption amounts to €217,366 thousand, compared to €171,091 thousand in 2021, and is detailed below.

(E'non)
(€'000)
2022 2021 Variation
Maintenance 5,568 4,327 1,241
Subcontracting, consultancy and third party services 153,084 119,254 33,830
Insurance and sureties 8,021 5,853 2,168
Costs recharged by third parties 1,967 3,023 (1,056)
Consultants' and temporary workers' fees 3,960 4,735 (775)
Costs of employees on secondment 577 553 24
Utilities 1,217 970 247
Directors' fees 1,434 1,175 259
Statutory auditors' fees 261 257 4
Committee members' fees 67 62 5
Food and accommodation for employees on business trips 14,519 12,598 1,921
Commercial costs 1,674 915 759
General and administrative costs 1,217 992 225
Tender costs 132 12 120
Transport 16,620 13,523 3,097
Motor vehicles and cars 3,039 2,036 1,003
Fines and compensation 185 346 (161)
Other services 3,824 462 3,362
Total 217,366 171,091 46,275

25 Personnel expense

This caption includes all direct and indirect expenses related to the group's employees as follows:

(€'000)

2022 2021 Variation
Wages and salaries 76,940 65,742 11,198
Social security contributions 26,503 21,559 4,944
Post-employment benefits, pensions and other benefits 4,344 3,795 549
Other costs 1,502 2,631 (1,129)
Total 109,289 93,726 15,563

A breakdown of the group's workforce is provided in section III of the directors' report.

26 Amortisation, depreciation and impairment losses

Amortisation, depreciation and impairment losses are detailed in the table below:

(€'000)
2022 2021 Variation
Amortisation of intangible assets 1,550 996 554
Depreciation of property, plant and equipment 26,588 19,969 6,619
Depreciation of right-of-use assets as per IFRS 16 7,132 6,398 734
Total 35,270 27,363 7,907

For additional information on the amortisation and depreciation methods and impairment losses, reference should be made to the notes to intangible assets (note 1), property, plant and equipment (note 3) and rightof-use assets (note 4).

27 Impairment losses

The table below shows impairment losses determined by applying the expected credit loss model of IFRS 9 to the group's asset categories:

(€'000)

2022 2021 Variation
Trade receivables 617 1,396 (779)
Contract assets 58 0 58
Other current assets 1 7 (6)
Other non-current assets 15 2 13
Current tax assets 1 0 1
Cash and cash equivalents (1) 20 (21)
Securities 6 354 (348)
Total 697 1,780 (1,082)

28 Other operating costs

This caption may be analysed as follows:

(€'000)
2022 2021 Variation
Loss on sale of assets 190 395 (205)
Rent and leases 10,745 7,538 3,207
Indirect taxes and duties 998 1,058 (60)
Fines and penalties 121 204 (83)
Other costs 753 645 108

Rent and leases include leases of less than 12 months or with underlying assets of a low value for which the group availed to the simplifications allowed by IFRS 16. The standard allows the recognition of the lease payments as a cost over the lease term instead of the recognition of a right-of-use asset and lease liability. The loss on the sale of assets refers to the group's normal operations.

29 Internal work capitalised

(€'000)

2022 2021 Variation
Internal work capitalised 24,524 23,636 888
Total 24,524 23,636 888

This caption mainly includes the direct cost (materials, labour and other direct costs) of work performed internally on items of property, plant and equipment, principally rolling operating machines, owned by the group companies. This work consists of extraordinary maintenance performed by SRT S.r.l. personnel and subcontractors at the Fano (Pesaro-Urbino) production facility where the warehouse holding the raw materials, consumables and spare parts is also located. The maintenance work increases the value and useful life of the assets and the related cost is capitalised under property, plant and equipment with a balancing entry under this caption adjusting the related costs recognised in profit or loss.

In 2022, this caption also includes the direct costs (materials and other costs) incurred for work to restructure the building that will house the parent's offices, as described earlier.

30 Financial income and expense

Financial income and expense are shown below:

(€'000)
2022 2021 Variation
Financial income
From equity investments and securities 58 7 51
Other financial income 123 1,317 (1,194)
Gain on sale of securities 0 238 (238)
Interest income 369 156 213
Exchange gains 2,743 1,658 1,085
Total 3,293 3,375 (83)
Financial expense
Loss on sale of securities (110) (1) (109)
Interest expense (2,875) (1,340) (1,535)
Fair value losses on warrants 0 (9,737) 9,737

Net financial expense (10,642) (7,834) 6,092
Total (13,935) (11,209) 6,175
Exchange losses (1,385) 493 (1,878)
Financial expense (418) (342) (76)
Lease costs (247) (283) 36
Fair value losses on securities (8,900) 0 0

Financial expense includes the net fair value losses on the group's short-term investments due to the widespread downturn in international financial markets. Net fair value losses of €9,737 thousand in 2021 referred to the additional conversion warrants up until their complete extinguishment on 22 July 2021 following their conversion or expiry for not being exercised before the term set in their regulation since the acceleration condition was met.

Other notes

31 Share-based payments

The group has the following share-based payment agreements at the reporting date:

  • 2021-2024 stock grant plan approved by the shareholders during their ordinary meeting of 29 April 2021 and implemented by resolution of the board of directors of 25 June 2021, determining the beneficiaries and the number of rights granted. This plan entails the granting of rights to receive a maximum of 25,463 Salcef Group S.p.A. ordinary shares for free at the end of the vesting period if certain performance objectives are reached. This plan is reserved to 31 executive directors, key management personnel, and/or other employees, consultants and other managerial personnel of Salcef Group S.p.A. and/or of its subsidiaries pursuant to article 93 of Legislative decree no. 58 of 24 February 1998. The rights assigned to each beneficiary are divided into two equal instalments subject to different vesting periods:
  • the first instalment consists of 50% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2022;
  • the second instalment will be for the remaining 50% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2023.

The vesting period starts from the date on which the parent and the employees agree to the stock grant plan and both have acknowledged its terms and conditions. This date was 25 June 2021. The fair value of the assigned shares used for the valuation of the 2021-2024 stock grant plan is €13.90.

  • 2022-2025 stock grant plan approved by the shareholders during their ordinary meeting of 29 April 2022 and implemented by resolution of the board of directors of 27 June 2022, determining the beneficiaries and the number of rights granted. This plan entails the granting of rights to receive a maximum of 17,648 Salcef Group S.p.A. ordinary shares for free at the end of the vesting period if certain performance objectives are reached. This plan is reserved to 39 executive directors, key management personnel, and/or other employees, consultants and other managerial personnel of Salcef Group S.p.A. and/or of its subsidiaries pursuant to article 93 of Legislative decree no. 58 of 24 February 1998. The rights assigned to each beneficiary are divided into two equal instalments subject to different vesting periods:
  • the first instalment consists of 50% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2023;
  • the second instalment will be for the remaining 50% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2024.

The vesting period starts from the date on which the parent and the employees agree to the stock grant plan and both have acknowledged its terms and conditions. This date was 27 June 2022. The fair value of the assigned shares used for the valuation of the 2022-2025 stock grant plan is €16.74.

  • 2022-2023 performance shares plan approved by the shareholders during their ordinary meeting of 29 April 2022 and implemented by resolution of the board of directors of 27 June 2022, determining the beneficiaries and the number of rights granted. This plan entails the granting of rights to receive a maximum of 5,540 Salcef Group S.p.A. ordinary shares for free at the end of the vesting period if certain performance objectives are reached. This right is reserved to two beneficiaries. The rights assigned to each beneficiary are divided into two equal instalments subject to different vesting periods:
  • the first instalment consists of 60% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2023;
  • the second instalment will be for the remaining 40% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2026.

The vesting period starts from the date on which the parent and the employees agree to the performance shares plan and both have acknowledged its terms and conditions. This date was 27 June 2022.

The fair value of the assigned shares used for the valuation of the 2022-2023 performance shares plan is €16.74.

For a detailed description of the incentive plans described, reference should be made to the respective information memorandums prepared pursuant to article 84-bis of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999 as amended and supplemented, published on the parent's website www.salcef.com in the Governance/Shareholders' Meeting section.

The cost of these plans in 2022, amounting to €243 thousand (€82 thousand in 2021), is recognised in personnel expense.

32 Commitments and risks

These amount to €152,551thousand at 31 December 022, compared to €71,819 thousand at 31 December 2021. They include sureties given by banks to the group companies on behalf of third parties to guarantee the correct performance of ongoing commercial relationships (€151,614 thousand at 31 December 2022 and €70,937 thousand at 31 December 2021) and the surety given to banks for the group companies' loans (€937 thousand at 31 December 2022 and €882 thousand at 31 December 2021).

33 Related party transactions

As required by IAS 24, details of financial and trading transactions with related parties are presented at the end of the notes.

In accordance with article 2427.22-bis of the Italian Civil Code, the group did not carry out significant transactions at other than market conditions during the period, either in terms of the prices applied or the reasons underlying them.

The Salcef Group's corporate governance rules, which have been published on the company's website (www.salcef.com, in the Governance/Procedures and regulations section), establish conditions ensuring that related party transactions are carried out transparently and properly in terms of procedure and substance.

During the year, the group provided and received services to/from related parties and recharged costs for mutually-shared services and other services. These transactions took place at normal market conditions and/or on the basis of the effectively incurred costs and are described in the notes to the individual captions. Other than that described herein, there were no other transactions with related parties not included in the consolidation scope during the year.

(€'000)
ASSETS AND LIABILITIES Right-of
use assets
Other non
current
assets
Trade
receivables
Current
financial
assets
Lease
liabilities
Trade
payables
Associates
Sesto Fiorentino S.c.a.r.l. 89
Consorzio Armatori Ferroviari S.c.p.a. 1,527 11,356 371
Other related parties
Railworks/Delta A Joint Venture Minnesota 137
Delta / Railroad JV - Purple Line Maryland 117
Talia Gestioni S.r.l. 994 1,070
31 December 2022 994 1,527 11,610 0 1,070 460

(€'000)

REVENUE AND COSTS Revenue Services Other
operating
costs
Financial
income
Financial
expense
Associates
Sesto Fiorentino S.c.a.r.l. 182
Frejus S.c.ar.l.
Consorzio I.C.A.V. Imprese Consorziate Alta
Velocità
9
Other related parties
Railworks/Delta A Joint Venture Minnesota 7,062 4,318 640
Delta / Railroad JV - Purple Line Maryland 2,148 1,652 154
Talia Gestioni S.r.l. 50
2022 9,210 6,161 794 0 50

34 Acquisition of subsidiaries

Francesco Ventura Costruzioni Ferroviarie S.r.l. acquisition

In 23 December 2022, Salcef Group S.p.A. completed the acquisition of the entire quota capital of Francesco Ventura Costruzioni Ferroviarie S.r.l.. The closing took place when the final conditions precedent set out in the agreement reached with the Ventura family were met. These included the completion of the segregation of assets not directly related to the permanent way systems business, which remained with the sellers. Therefore, the above date is the acquisition date as per IFRS 3 since it was when the group gained control of the acquired company.

The agreed consideration for the acquisition of the interest in FVCF was €24,520 thousand, of which €13,720 thousand was paid at the closing. The remaining amount will be paid in instalments as per the acquisition contract. However, the consideration is subject to the usual price adjustment mechanisms (upwards or downwards) depending on variations in the investee's working capital.

The group self-financed this acquisition in full.

The table below summarises the acquisition-date fair value of the main components of the consideration transferred, which was determined considering the adjusted price provisionally calculated based on information available up to the preparation date of these consolidated financial statements. The amount could change if any additional information arises before the purchase price allocation process is completed.

(€'000)
Cash and cash equivalents 13,720
Contingent consideration 918
Total 14,638

Acquired assets and assumed liabilities at the acquisition date are summarised below. The data are based on the statement of financial position of FVCF at 31 December 2022, adjusted to comply with the IFRS endorsed by the European Commission and the basis of presentation adopted by the Salcef Group.

(€'000)
Intangible assets with finite useful lives 6,829
Property, plant and equipment 33,251
Equity-accounted investments 128
Other non-current assets 2,749
Right-of-use assets 980
Current tax assets 2,074
Deferred tax assets 5,265

Contract assets 7,165
Inventories 4,317
Trade receivables 25,311
Current financial assets 8,513
Other current assets 5,399
Cash and cash equivalents 266
Bank loans and borrowings (4,065)
Financial liabilities (48,064)
Lease liabilities (980)
Employee benefits (5,092)
Contract liabilities (13,131)
Current tax liabilities (6,002)
Deferred tax liabilities (1,838)
Provisions for risks (676)
Trade payables (36,109)
Other liabilities (5,784)
Total net identifiable assets (19,494)

Goodwill arising on the acquisition was recognised as follows:

(€'000)
Total fair value of transferred consideration 14,638
Total net identifiable assets 19,494
Total 34,132

For the preparation of these consolidated financial statements at 31 December 2022, the acquisition of FVCF was recognised, in accordance with IFRS 3, by allocating the provisional amounts of the transaction pursuant to paragraph 45 and following paragraphs of this standard. To this end, pending the group's definition of the long-term post-acquisition plan and the consequent purchase price allocation, the carrying amounts of the business unit's assets and liabilities were maintained, allocating the entire difference with respect to the consideration transferred to goodwill.

PSC business unit acquisition

The Salcef Group, with the subsidiary Euro Ferroviaria S.r.l., signed the contract for the acquisition of a business unit operating in the railway sector and, particular, in the design, construction and maintenance of electrical contact lines for electrical traction from the PSC Group.

The signing and closing took place on 8 March 2022, whereas the acquisition was recognised on 1 May 2022, which was the acquisition date, since it was when the group gained control of the acquired business as contractually agreed.

The agreed consideration for the acquisition of the business unit was approximately €26,614 thousand ("base price"), subject to the usual price adjustment mechanisms (upwards or downwards) depending on variations in the business unit's working capital. €23.1 million of the base price was paid at the closing and another €1.5 million was paid on 31 May 2022. If positive, the total of the residual price and the price adjustment determined on the basis of working capital at 30 April 2022 less any additional

liabilities that could arise in connection with the business unit referring to the period before 8 March 2022, will be paid when certain contractual conditions are satisfied.

The group self-financed the acquisition in full.

The table below summarises the acquisition-date fair value of the main components of the consideration transferred, which was determined considering the liabilities of the acquired business unit that had arisen up to the preparation date of these consolidated financial statements. The amount could change if any additional liabilities arise before the purchase price allocation is completed.

(€'000)

Cash and cash equivalents 24,614
Contingent consideration 58
Total 24,672

Acquired assets and assumed liabilities at the acquisition date are summarised below. The data are based on the statement of financial position of the PSC business unit at 1 May 2022, adjusted to comply with the IFRS endorsed by the European Commission and the basis of presentation adopted by the Salcef Group.

(€'000)
Property, plant and equipment 2,035
Right-of-use assets 1,107
Equity investments 17
Contract assets 8,237
Trade receivables 45
Other assets 128
Contract liabilities (5,047)
Employee benefits (174)
Lease liabilities (1,107)
Trade payables (3,856)
Other liabilities (678)
Total net identifiable assets 706

Goodwill arising on the acquisition was recognised as follows:

(€'000)

Total fair value of transferred consideration 24,672
Total net identifiable assets (706)

Total 23,966

For the preparation of these consolidated financial statements at 31 June 2022, the acquisition of the PSC business unit was recognised, in accordance with IFRS 3, by allocating the provisional amounts of the transaction pursuant to paragraph 45 and following paragraphs of this standard. To this end, pending the group's definition of the long-term post-acquisition plan and the consequent purchase price allocation, the carrying amounts of the PSC business unit's assets and liabilities were maintained, allocating the entire difference with respect to the consideration transferred to goodwill.

35 Assets held for sale and liabilities directly associated with assets held for sale

Non-current assets held for sale, net of directly associated liabilities, amount to €1,258 thousand at 31 December 2022 and refer to the assets and liabilities of Kampfmittelräumung Nord GmbH (indirectly controlled through Salcef Deutschland GmbH). The group finalised an agreement in 2022 with KMR Verwaltung und Beteiligung GmbH (as the acquirer) to sell such investment. Under the terms of the agreement, the sale took place on 16 January 2023 upon the payment of the agreed price of €1.3 million by the acquirer.

Based on the above, for the purposes of preparing the consolidated financial statements at 31 December 2022, the carrying amount of the net assets of Kampfmittelräumung Nord GmbH will be recovered through their sale rather than continuing use and the sale can be considered highly probable within a year. As a result, the assets and directly associated liabilities of the subsidiary are classified in the specific statement of financial position items, detailed as follows:

(€'000)
31.12.2022
Property, plant and equipment 936
Intangible assets with finite useful lives 6
Contract assets 94
Inventories 86
Trade receivables 955
Cash and cash equivalents 275
Other current assets 168
Other non-current assets 10
Assets held for sale 2,530
Trade payables (494)
Other current liabilities (310)
Crrent financial liabilities (468)
Liabilities directly associated with assets held for sale (1,272)

Net assets held for sale 1,258

In accordance with IFRS 5, the fair value less costs to sell was calculated to test for impairment on the carrying amounts. Such fair value less costs to sell was determined on the basis of the sales agreement and no impairment was detected.

36 Earnings per share

Basic earnings per share

Earnings per share are calculated by dividing the group's profit for the year by the weighted average number of ordinary shares outstanding in the same year, considering the repurchases of treasury shares. Basic earnings per share in 2022 are shown in the table below:

2022 2021
Numerator (€)
Profit attributable to the ordinary shareholders of the parent (A) 45,333,687 39,070,532
Denominator (unit)
(+) Weighted average of the ordinary shares
62,235,658 51,789,865
(-) Weighted average of the ordinary treasury shares (498,872) (437,790)
(=) Weighted average of the ordinary shares outstanding in the year (B) 61,736,786 51,352,075
Basic earnings per share (€) (A/B) 0.73 0.76

Diluted earnings per share

Diluted earnings per share are calculated considering the profit or loss for the year attributable to the shareholders of the parent and the weighted average number of ordinary shares outstanding in the year, adjusted to reflect the effects of all potential ordinary shares with a dilutive effect.

Diluted earnings (loss) per share in 2022 are shown in the table below:

2022 2021
Numerator (€)
(+) Profit attributable to the ordinary shareholders of the parent 45,333,687 39,070,532
(+/-) Changes in income/expense arising from the conversion of potential ordinary shares with a dilutive effect 0 -
= Adjusted profit attributable to the ordinary shareholders of the parent (A) 45,333,687 39,070,532
Denominator (unit)
(+) Weighted average of the ordinary shares 62,235,658 51,789,865
(-) Weighted average of the ordinary treasury shares (498,872) (437,790)
(+) Weighted average of potential ordinary shares with a dilutive effect 0 6,027,875
(=) Weighted average of the ordinary shares outstanding in the year (B) 61,736,786 57,379,951
Diluted earnings per share (€) (A/B) 0.73 0.68

There are no outstanding instruments at the reporting date that could potentially dilute the basic earnings per share because there were no special shares, performance shares or additional conversion warrants outstanding at that date, since all such instruments issued by Salcef Group S.p.A. had been fully converted and/or extinguished.

In 2021, the dilutive instruments considered were special shares and performance shares, whereas the additional conversion warrants had already been fully converted or settled at 31 December 2021. The comparative figure in the table above therefore considers the weighted average of only those ordinary shares that could be issued when the performance shares and special shares are converted into ordinary shares.

37 Contingent liabilities

Certain group companies are involved in civil, criminal, labour law and tax proceedings in connection with the ordinary course of business.

Management does not believe that any of these proceedings present a probable risk of financial expenditure or that they could give rise to significant liabilities in addition to that considered in the provision for risks and charges (see note 18). Consequently, no additional specific provisions are recognised in the consolidated financial statements at 31 December 2022.

Any adverse developments will be adequately assessed for the purposes of calculating any accruals. With regard to the rumours that appeared in the press in February 2022 making explicit reference to certain group companies, we hereby state that no group companies were involved in the mentioned proceedings.

38 Independent auditors' fees

Pursuant to article 149-duodecies of the Issuers' Regulation, the table below sets out the fees for audit, attestation and other services provided by the independent auditors and members of its network in 2022. The fees are governed by contracts and include any indexing, out-of-pocket expenses and supervisory contributions.

(€'000)
Type of service Service provider Beneficiary 2022 fee
A) Audit services KPMG S.p.A. Parent Salcef Group S.p.A. 214
Subsidiaries 232
B) Attestation services KPMG S.p.A. Parent Salcef Group S.p.A. 14
Subsidiaries 3
C) Other services KPMG network Parent Salcef Group S.p.A. 130
Total 593

Significant non-recurring events and transactions

The group's financial position, financial performance and cash flows were not affected by significant nonrecurring events and transactions during the year. Moreover, the group did not undertake atypical or unusual transactions during the year.

Events after the reporting date

No events have taken place from the reporting date to the date of preparation of this report that would have had a significant impact on the group's financial position at 31 December 2022 or its financial performance and cash flows for the year then ended.

Below are details of the events after the reporting date that did not have any impact on the group's financial position at 31 December 2022.

Relocation of administrative and registered offices

In January 2023, the parent relocated its registered office from Via di Pietralata 140 to Via Salaria 1027, remaining in Rome.

The registered offices of the subsidiaries Salcef S.p.A., Euro Ferroviaria S.r.l., Coget Impianti S.r.l., Overail S.r.l., SRT S.r.l., RECO S.r.l. and Consorzio Stabile Itaca S.c.a.r.l. were also relocated to the same address.

The subsidiary Francesco Ventura Costruzioni Ferroviarie S.r.l. relocated its registered office from Piazza Sant'Andrea della Valle 6 to Via Salaria 1027, remaining in Rome.

The group's new headquarters at the Via Salaria building became ready for use following a large-scale restructuring project, with over 8,000 square metres now available to meet the group's need for larger work spaces to match its expansion in recent years. The space is fit for new work methods: current, future and always evolving.

Croatia's adoption of the Euro

Croatia joined the Eurozone on 1 January 2023, with the Kuna conversion rate set at 7.53450 Kuna per Euro. The effects of translating the foreign currency balances of Salcef S.p.A.'s Croatian branch will be immaterial as the amounts are negligible and the aforementioned conversion rate is very similar to the rate used to translate such foreign operation's balances at 31 December 2022.

Group extends its presence in Scandinavian countries

In 2022, the Salcef Group signed agreements with the Norway-based Nordic Infrastructure Group to acquire a 60% interest in two companies, Salcef Nordic AS based in Olso (Norway) and Salcef Nordic AB based in

Stockholm (Sweden) with a view to expanding the group's presence in Scandinavia. The acquisition of the Norwegian company's shares was finalised in 2023, while the Swedish transaction will be completed over the coming months.

Repurchases of treasury shares

The parent continued its treasury share repurchase programme up to 13 March 2023, when it reached the maximum number of treasury shares that can be repurchased as per the terms and methods set by the shareholders at their meeting of 29 April 2022, as described in the "Treasury share repurchase programme" section of the directors' report to which reference should be made.

CEO (Valeriano Salciccia)

Attestation on the consolidated financial statements

Attestation on the consolidated financial statements pursuant to article 81-ter of Consob Regulation no. 11971 of 14 May 1999, as amended and supplemented

    1. In accordance with the provisions of article 154-bis.3/4 of Legislative decree no. 58 of 24 February 1998, the undersigned Valeriano Salciccia, CEO, and Fabio de Masi, the manager in charge of financial reporting of Salcef Group S.p.A. attest to:
    2. the adequacy with respect to the group's characteristics (taking into account any changes in the year) and
    3. the effective application of the administrative and accounting procedures for the preparation of the consolidated financial statements in 2022.
  • The activities were carried out considering the organisational structure and execution, control and monitoring processes of company activities necessary for the preparation of the consolidated financial statements.

No material aspects arose in this respect.

    1. Furthermore:
  • 3.1 the consolidated financial statements:
    • a) have been prepared in accordance with the IFRS endorsed by the European Community pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002;
    • b) match the accounting ledgers and entries;
    • c) give a true and fair view of the financial position, financial performance and cash flows of the issuer and the companies in the consolidation scope.

3.2 The directors' report comprises a reliable analysis of the performance and results of operations, as well as the financial position of the issuer and the companies in the consolidation scope, along with a description of the key risks and uncertainties to which they are exposed.

Rome, 16 March 2023

CEO Manager in charge of financial reporting Valeriano Salciccia Fabio De Masi

SEPARATE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2022

Separate financial statements as at and for the year ended 31 December 2022

Notes to the separate financial statements

Attestation on the separate financial statements

2022 Integrated Annual Report 348

4.1

Separate financial statements as at and for the year ended 31 December 2022

Statement of financial position

Income statement

Statement of comprehensive income

Statement of changes in equity

Statement of cash flows

STATEMENT OF FINANCIAL POSITION

ASSETS Note 31.12.2022 31.12.2021
Non-current assets
Intangible assets with finite useful lives 1 45,182 140,060
Property, plant and equipment 2 11,787,175 6,610,213
Right-of-use assets 3 1,004,085 1,369,883
- of which, with related parties 31 993,661 1,324,881
Equity investments measured at cost 4 138,105,578 123,467,102
Equity-accounted investments 5 0 7,900
Non-current financial assets 11 40,453,644 0
- of which, with related parties 31 40,453,644 0
Other non-current assets 6 10,097,505 11,600,753
Deferred tax assets 7 5,250,854 2,085,952
Total non-current assets 206,744,023 145,281,864
Current assets
Inventories 8 3,365,296 3,169,192
Contract assets 8 653,126 0
Trade receivables 9 10,940,559 9,178,511
- of which, with related parties 31 7,229,117 4,917,963
Current tax assets 10 256,848 2,228,095
Current financial assets 11 252,320,514 191,505,975
- of which, with related parties 31 122,600,439 93,714,654
Cash and cash equivalents 12 14,176,545 87,575,046
Other current assets 13 24,837,234 23,809,838
- of which, with related parties 31 14,038,780 14,304,105
Total current assets 306,550,122 317,466,657
TOTAL ASSETS 513,294,145 462,748,521
LIABILITIES Note 31.12.2022 31.12.2021
Equity
Share capital 141,544,532 141,544,532
Other reserves 139,851,423 134,161,763
Retained earnings 18,796,560 16,882,720
Profit for the year 36,032,511 33,300,893
TOTAL EQUITY 14 336,225,026 325,889,909
Non-current liabilities
Non-current financial liabilities 15 101,170,619 65,789,721
Lease liabilities 3-15 727,379 1,084,882
- of which, with related parties 31 727,379 1,070,223
Employee benefits 16 657,627 242,350
Provisions for risks and charges 17 515,386 515,386
Deferred tax liabilities 7 2,357,216 798,125
Other non-current liabilities 1,618,476 1,120,264
Total non-current liabilities 107,046,703 69,550,729
Current liabilities
Current financial liabilities 15 53,038,385 45,810,123
- of which, with related parties 31 723,328 256,640
Current portion of lease liabilities 3-15 354,052 361,881
- of which, with related parties 31 342,844 329,658
Current employee benefits 16 1,127,387 971,286
Contract liabilities 8 118,231 214,614
Trade payables 18 9,846,111 11,927,026
- of which, with related parties 31 3,880,744 7,064,685
Current tax liabilities 19 1,141,062 3,449,354
Other current liabilities 20 4,397,188 4,573,598
- of which, with related parties 31 937,598 0
Total current liabilities 70,022,416 67,307,883
TOTAL LIABILITIES 177,069,119 136,858,612
TOTAL EQUITY AND LIABILITIES 513,294,145 462,748,521

INCOME STATEMENT

Note 2022 2021
Revenue from contracts with customers 16,436,633 17,680,883
- of which, with related parties 31 10,570,375 11,297,289
Other income 547,672 550,160
- of which, with related parties 31 443,855 259,828
Total 21 16,984,305 18,231,043
Raw materials, supplies and goods 22 (636,586) (4,510,350)
- of which, with related parties 31 93,043 (10,183)
Services 23 (9,480,014) (9,706,482)
- of which, with related parties 31 (163,234) (3,220,208)
Personnel expense 24 (8,485,116) (8,127,291)
Amortisation, depreciation and impairment losses 25 (632,310) (837,481)
Impairment losses 26 (379,730) (1,310,525)
Other operating costs 27 (781,859) (1,331,278)
Total costs (20,395,615) (25,823,406)
Operating loss (3,411,310) (7,592,363)
Financial income 28 50,236,770 51,514,473
- of which, with related parties 31 47,212,190 47,165,026
Financial expense 28 (12,353,351) (10,455,453)
- of which, with related parties 31 50,342 (341,736)
Pre-tax profit 34,472,109 33,466,657
Income taxes 7 1,560,402 (165,764)
Profit for the year 36,032,511 33,300,893
STATEMENT OF COMPREHENSIVE INCOME
Note 2022 2021
Profit for the year 36,032,511 33,300,893
Other comprehensive income/(expense) that will not be subsequently
reclassified to profit or loss
Net actuarial gains/(losses) 16 5,133 (4,035)
Net fair value gains/(losses) on securities measured at FVOCI 11 (154,880) 0
Related tax 7 35,718 1,143
Total (114,029) (2,893)
Other comprehensive income/(expense) that will be subsequently
reclassified to profit or loss
Net hedging gains/(losses) 11-16 4,726,868 (1,715,899)
Related tax 7 (1,134,448) 411,816
Net exchange gains/(losses) (248,259) 1,602,912
Total 3,344,161 298,829
Other comprehensive income, net of tax 3,230,132 295,936
Comprehensive income 39,262,643 33,596,829

STATEMENT OF CHANGES IN EQUITY

Note Share capital Other
reserves
Reserve for
treasury
shares
Actuarial
reserve
Hedging
reserve
Translation
reserve
Reserve for
warrants
Retained
earnings
Profit for the
year
Equity
Balance at 1 January 2021 62,106,165 93,508,244 (3,612,456) (11,386) (299,987) (4,335,677) (4,675,218) 13,957,947 24,545,124 181,182,756
Profit for the year 33,300,893 33,300,893
Other comprehensive expense (2,893) (1,304,084) 1,602,912 (639,259)
Comprehensive income - - - (2,893) (1,304,084) 1,602,912 - - 33,300,893 33,596,829
Allocation of prior year profit 1,227,256 23,317,868 (24,545,124) -
Exercise of warrants 74,638,367 24,416,473 4,675,218 103,730,058
Repurchase of treasury shares (4,752,702) (4,752,702)
Use of treasury shares 217,997 1,882,028 2,100,025
Dividend distribution (21,314,116) (21,314,116)
Share capital increase 4,800,000 26,547,059 31,347,059
Other variations/reclassifications 308,657 (308,657) -
Total owner transactions 79,438,367 52,717,442 (2,870,674) - - - 4,675,218 1,695,095 (24,545,124) 111,110,324
Balance at 31 December 2021 14 141,544,532 146,225,686 (6,483,131) (14,278) (1,604,071) (2,732,764) - 15,653,042 33,300,893 325,889,909
Profit for the year 36,032,511 36,032,511
Other comprehensive income (117,709) 3,680 3,592,420 (248,259) 3,230,132
Comprehensive income - (117,709) - 3,680 3,592,420 (248,259) - - 36,032,511 39,262,643
Allocation of prior year profit 1,665,045 31,635,848 (33,300,893) -
Dividend distribution (28,474,765) (28,474,765)
Repurchase of treasury shares (695,871) (695,871)
Stock grants 29 243,109 243,109
Other variations/reclassifications -
Total owner transactions - 1,908,154 (695,871) - - - - 3,161,083 (33,300,893) (28,927,526)
Balance at 31 December 2022 14 141,544,532 148,016,131 (7,179,002) (10,598) 1,988,349 (2,981,023) - 18,814,125 36,032,511 336,225,026

STATEMENT OF CASH FLOWS

Description Note 2022 2021
Profit for the year 36,032,511 33,300,893
Amortisation and depreciation 632,310 837,481
Impairment losses 379,730 1,310,525
Net financial income (37,883,419) (41,059,020)
Other adjustments for non-monetary items (1,005,366) (165,321)
Accruals 570,777 1,370,271
Income taxes (1,560,402) 166,179
(A) Cash flows used in operating activities before changes in working capital (2,833,859) (4,238,992)
(Increase) / decrease in contract assets/liabilities (945,788) (2,519,878)
(Increase) / decrease in trade receivables 585,619 (1,141,333)
Increase / (decrease) in trade payables (3,202,237) 2,370,771
(Increase) / decrease in other current and non-current assets 15,792,564 20,144,639
Increase / (decrease) in other current and non-current liabilities 321,801 (2,643,493)
(B) Changes in working capital 12,551,959 16,210,708
Cash flows generated by operating activities (A+B) 9,718,100 11,971,716
Interest paid (2,105,115) (771,160)
Income taxes paid (15,698,276) (8,849,674)
(C) Net cash flows generated by (used in) operating activities (8,085,291) 2,350,881
Investing activities
Interest collected 2,373,666 154,214
Investments in intangible assets (13,700) (78,065)
Acquisition of property, plant and equipment (6,231,414) (5,003,532)
Acquisition of equity investments and non-current securities (14,638,476) 4,400,000)
Investments in securities and other financial assets (64,416,563) (41,506,474)
Proceeds from the sale of property, plant and equipment 602,872 179,058
Proceeds from the sale of equity investments and securities 5,628,585 0
Exchange differences 45,299 (26,470)
(D) Cash flows used in investing activities (76,649,731) (54,681,269)
Financing activities
Change in other financial liabilities 0 6,112,565
Disbursement of loans 90,000,000 69,000,000
Repayment of loans (49,075,912) (30,651,694)
Repayment of lease liabilities (416,931) (413,277)
Proceeds from the issue of company shares 0 105,867,947
Repurchase of treasury shares (695,871) (4,752,702)
Dividends distributed (28,474,765) (21,314,116)
(E) Cash flows generated by financing activities 11,336,521 123,848,722
(F) Net change in cash and cash equivalents (C+D+E) (73,398,501) 75,518,334
(*) Opening cash and cash equivalents 87,575,046 12,056,712
Net change in cash and cash equivalents (73,398,505) 75,518,334
(*) Closing cash and cash equivalents 12 14,176,545 87,575,046

(*) Cash and cash equivalents are net of current bank loans and borrowings

4.2

Notes to the separate financial statements

General information on the reporting entity

Basis of preparation and compliance with the IFRS

Basis of presentation

Accounting policies

Key risks and uncertainties

Notes to the main statement of financial position captions

Notes to the main income statement captions

Other notes

Significant non-recurring events and transactions

Events after the reporting date

General information on the reporting entity

Salcef Group S.p.A. (the "company") is a company limited by shares with registered office in Rome (Italy) in Via Salaria 1027. It is the parent of a group of specialist companies active in the design, construction and maintenance of systems for railway infrastructure and tram and metro networks in Italy and abroad.

The company's ordinary shares are listed on the Euronext STAR Milan segment of the Euronext Milan market organised and managed by Borsa Italiana S.p.A..

At the preparation date of these separate financial statements, Finhold S.r.l. holds the absolute majority of Salcef Group S.p.A. shares but does not manage or coordinate it.

As the company holds significant controlling investments in other companies, it also prepares the group's consolidated financial statements, which are published together with these separate financial statements.

Salcef Group S.p.A.'s board of directors approved these separate financial statements as at and for the year ended 31 December 2022 and authorised them for publication on 16 March 2023.

On 6 October 2020, in accordance with articles 70.8 and 71.1-bis of the Issuers' Regulation, Salcef Group S.p.A.'s board of directors resolved to opt out of publishing the disclosures required by Annex 3B to the Issuers' Regulation for significant mergers, demergers, share capital increases through contributions in kind, acquisitions and sales.

Basis of preparation and compliance with the IFRS

In accordance with Regulation (EC) no. 106/2002 of 19 July 2002, the separate financial statements at 31 December 2022 have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Commission. The IFRS also include the International Accounting Standards (IAS) still in force and all interpretations of the International Financial Reporting Interpretations Committee (IFRIC), previously named the Standard Interpretations Committee (SIC), in force at the reporting date.

Basis of presentation

These separate financial statements at 31 December 2022 consist of the income statement, statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and these notes.

Among the various options for the presentation of the statement of financial position, Salcef Group S.p.A. has opted to classify assets and liabilities as current or non-current.

The income statement is presented with the classification of the individual captions by nature, which is consistent with the company's internal management reporting model and is therefore deemed more indicative than presenting the captions by use, as it provides more reliable and meaningful information according to the segment to which each caption belongs.

The income statement and the statement of comprehensive income are presented as two separate statements and, therefore, the company has prepared a statement that presents the profit or loss components (the income statement) and another statement that starts with the profit or loss for the year and adds the other items of other comprehensive income thereto (the statement of comprehensive income). The latter shows changes in equity generated by transactions other than owner transactions.

The company has prepared the statement of cash flows using the indirect method, classifying cash flows as generated by operating, investing and financing activities.

The statement of changes in equity complies with the presentation requirements of IAS 1.

Pursuant to Consob resolution no. 15519 of 28 July 2006, any income and expense on non-recurring transactions are recognised separately in profit or loss. Similarly, the balances of related party transactions are presented separately in the separate financial statements. Note 31 provides information and details of related party transactions.

The company's presentation currency is the Euro, which is also its functional currency. Assets and liabilities are presented separately without offsetting. The figures in the separate financial statements and the notes thereto are in Euros, unless indicated otherwise. Therefore, the total balances in some tables may be slightly different from the sum of the individual items due to the rounding effect.

Accounting policies

The general principle adopted to prepare these separate financial statements is that of historical cost, except for those captions that the IFRS require be measured at fair value.

The company has prepared the separate financial statements as at and for the year ended 31 December 2022 on a going concern basis and to give a true and fair view of its financial position, financial performance and cash flows for the year. Management has made use of estimates as described later.

The accounting standards and accounting policies are the same, where applicable, as those adopted in preparing the consolidated financial statements, to which reference should be made, except for the recognition and measurement of investments in subsidiaries, joint ventures and associates. The accounting policies applied to such items are described below.

Equity investments measured at cost

Investments in subsidiaries are classified as equity investments and measured at cost.

Subsidiaries are companies that Salcef Group S.p.A. controls, i.e., when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

If there is objective evidence of impairment, recoverability is tested by comparing the carrying amount of the investment with its recoverable amount, which is the higher of fair value less costs to sell and value in use.

Contingent consideration for the acquisition of equity investments is recognised at the acquisition‐date fair value of contingent consideration as an increase in the equity investment. The obligation to pay contingent consideration is classified as other current or non-current financial liabilities. Subsequent changes in the fair value of contingent consideration due to changes in estimates or the capitalisation of present value are recognised as increases or decreases in the equity investment.

Dividends received from the company's investees are recognised under financial income in the year in which the company has the right to receive payment.

Equity-accounted investments

Investments in associates are measured using the equity method.

Associates are entities for which the company has significant influence over the financial and operating policy decisions but does not have control.

Under the equity method, associates are initially recognised at cost, allocating the fair value of acquired assets and assumed liabilities to their carrying amount. Cost is adjusted thereafter for the post-acquisition change in the investor's share of net assets of the associate. Dividends received from associates are recognised as adjustments to the carrying amount of the equity investment.

Use of estimates

Preparation of these separate financial statements in accordance with the IFRS requires the use of judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, costs and revenue and disclosures. Estimates are based on the most recent information available to management when preparing these separate financial statements.

The accounting policies and the financial statements captions that required a higher degree of judgement in making estimates are as follows:

  • Equity investments measured at cost: if their carrying amount is greater than the company's share of equity, they are tested annually for impairment, and any impairment losses are taken to profit or loss. Specifically, impairment testing involves determining the recoverable amount of the equity investments by estimating their value in use or fair value less costs to sell. If their recoverable amount is lower than their carrying amount, they are impaired. Calculating the recoverable amount of equity investments involves the use of estimates that depend on factors that may change over time, with potentially significant effects on the valuations made by management.
  • Contract assets and contract liabilities: in measuring contract assets and liabilities, the company determines whether revenue is to be recognised over time or at a point in time and estimates the percentage of completion based on the actual progress of the work performed. Furthermore, any additional consideration for variations, price revisions, incentives and claims above those contractually agreed are estimated, as well as the plans of contracts from which provisions for onerous contracts may arise.
  • Impairment of non-current assets: property, plant and equipment and intangible assets with a finite useful life are tested for impairment. Any impairment losses are to be recognised when there are elements indicating that there may be difficulties in recovering the assets' carrying amount through use. Impairment testing requires management to make subjective assessments based on information available within the company and the market and on historical experience. In addition, a potential impairment loss is determined using appropriate valuation techniques. The correct identification of the elements indicating potential impairment and the estimates to calculate it depend on factors that may vary over time influencing management valuations and estimates.
  • Fair value measurement: when measuring the fair value of an asset or a liability, the company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as described in the Fair value measurement section of the notes to the consolidated financial statements, to which reference should be made.
  • Measurement of lease liabilities: this is affected by the lease term, being the non-cancellable contract period, to which both of the following periods should be added: (a) periods covered by extension options, if the lessee is reasonably certain to exercise the options; and (b) periods covered by the option to terminate the lease early, if the lessee is reasonably certain that it will not exercise the

option. Assessing the lease term involves the use of estimates that depend on factors that may change over time with potentially significant effects compared to the assessments made by management.

  • Measurement of the loss allowances for expected credit losses: in the event of impaired positions (customers with high credit risk or significant past due amounts), the company tests them individually using historical experience in order to estimate the expected losses on these positions. Estimates and assumptions are reviewed periodically and the effects of each change are reflected in profit or loss.
  • Measurement of defined benefit plans: actuarial valuations require the development of various scenarios that may differ from actual future developments. The results depend on the technical parameters adopted including, inter alia, the discount rate, the inflation rate, the rate of wage increases and expected turnover. All assumptions are reviewed annually.

Actual results may differ from those reported in these separate financial statements due to the uncertainty that characterises the assumptions on which the estimates are based. Estimates and assumptions are periodically reviewed and the effects of any changes are reflected in the period of change.

Standards and interpretations effective from 1 January 2022

The standards, amendments and interpretations effective from 1 January 2022 and endorsed by the European Commission are detailed below:

Reference to the Conceptual Framework (Amendments to IFRS 3)

The amendments update IFRS 3 so that it refers to the revised Conceptual Framework without changing the requirements of the standard. Following such amendments, to determine what constitutes an asset or a liability, an acquirer shall refer to the new definitions of assets and liabilities contained in the new Conceptual Framework published in March 2018, with the sole exception of liabilities assumed in a business combination, which shall be recognised in accordance with IAS 37 - Provisions, contingent liabilities and contingent assets or IFRIC 21 - Levies. This exception was added to avoid the acquirer recognising a liability or contingent liability on the basis of the new definition in the Conceptual Framework and then derecognising them in accordance with the criteria set out in IAS 37 and IFRIC 21.

Property, plant and equipment: proceeds before intended use (Amendments to IAS 16)

The IASB has clarified that proceeds from the sale of items produced while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management shall be taken to profit or loss. Following such amendments, it is no longer allowed to directly deduct from the cost

of the asset proceeds from selling items produced while the company is preparing the asset for its intended use, e.g., the sale of samples produced when testing whether the assets is functioning properly.

The items produced awaiting sale shall be recognised as inventories in accordance with IAS 2 - Inventories. The production cost of items produced would not include depreciation of the item of property, plant and equipment as the latter is not yet subject to depreciation.

The amounts of proceeds and cost that relate to items produced that are not an output of the entity's ordinary activities, and which line items in the statement of comprehensive income include such proceeds and cost, shall be disclosed in the notes (if not presented separately in the statement of comprehensive income).

Onerous contracts - Cost of fulfilling a contract (Amendments to IAS 37)

The IASB has clarified that the cost of fulfilling a contract comprises all the costs that relate directly to the contract and thus include: (i) incremental costs of fulfilling that contract (e.g., raw materials, direct labour, etc.), (ii) an allocation of other costs that relate directly to fulfilling contracts (e.g., the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract).

Furthermore, the IASB confirmed that, before establishing a provision for an onerous contract, the entity recognises any impairment loss that has occurred on non-current assets and clarified that the impairment losses shall be determined not only on assets used solely on the contract, but also other assets partially used to fulfil the contract.

Annual Improvements to IFRS – 2018-2020 cycle (Amendments to IFRS 1, IFRS 9 and IAS 41)

Annual Improvements to IFRS are the result of the annual improvement process aimed at resolving nonurgent issues related to inconsistencies or unclear terminology identified in the standards. The Annual Improvements to IFRS – 2018-2020 cycle also includes an amendment to IFRS 16 that is not subject to endorsement by the EU as it refers to an illustrative example which is not an integral part of IFRS 16.

The adoption of the new standards starting from 1 January 2022 did not have any impact.

Standards and interpretations published but not yet adopted

At the date of approval of these separate financial statements, the European Union has endorsed certain standards and interpretations that are not yet mandatory and that the company will adopt in subsequent years, if applicable. In addition, other standards and amendments to existing standards issued by the IASB or new interpretations issued by the IFRIC are currently undergoing the EU endorsement process. These new standards, amendments and interpretations are summarised below:

• Deferred tax related to assets and liabilities arising from a single transaction (Amendments to IAS

12): the amendments narrow the scope of application of the initial recognition exemption of deferred tax to exclude transactions in which equal amounts of deductible and taxable temporary differences arise on initial application. The amendments are effective for annual reporting periods beginning on or after 1 January 2023;

  • Classification of liabilities as current or non-current (Amendments to IAS 1): published in 2020, these amendments clarify the requirements for determining whether a liability is current or non-current and they are effective for annual reporting periods beginning on or after 1 January 2023. The IASB subsequently proposed further amendments to IAS 1 and deferred the effective date of the 2020 amendments to 1 January 2024. As a result, the company cannot ascertain the impact that these amendments will have on the consolidated financial statements in the year of first application and is carefully monitoring developments;
  • IFRS 17 Insurance contracts (and subsequent amendments) which replaces IFRS 4 and is effective for annual reporting periods beginning on or after 1 January 2023;
  • Disclosure of accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2): these amendments are effective for annual reporting periods beginning on or after 1 January 2023;
  • Definition of accounting estimates (Amendments to IAS 8): these amendments are effective for annual reporting periods beginning on or after 1 January 2023.

At the date of preparation of these separate financial statements, the company does not expect the new amendments or standards will have a significant impact on it.

Notes to the main statement of financial position captions

ASSETS

NON-CURRENT ASSETS

1 Intangible assets with finite useful lives

Intangible assets with finite useful lives amount to €45 thousand and €140 thousand at 31 December 2022 and 2021, respectively. This caption and changes in both years are analysed in the table below.

(€'000)
Industrial patents and
intellectual property
rights
Concessions,
licences,
trademarks and
similar rights
Assets under
development
Other TOTAL
Balance at 31 December 2021:
Cost 985 56 0 3,125 4,166
Accumulated amortisation (933) (8) 0 (3,085) (4,026)
Carrying amount at 31 December 2021 52 48 00 40 140
Investments - Historical cost
Disposals - Historical cost
Other variations - Historical cost
Reclassifications - Historical cost
Exchange differences - Historical cost
14 14
Amortisation
Disposals - Acc. amortisation
Other variations - Acc. amortisation
Reclassifications - Acc. amortisation
Exchange differences - Acc. amortisation
(52) (3) (54) (109)
Balance at 31 December 2022:
Cost 985 56 3,139 4,180
Accumulated amortisation (985) (11) (3,139) (4,135)
Carrying amount at 31 December 2022 0 45 00 0 45

At 31 December 2022, concessions, licences and trademarks refer to costs incurred to register the Salcef Group trademark.

2 Property, plant and equipment

This caption mainly consists of plant and machinery used in production. The following table shows a breakdown of the caption and changes of the year:

(€'000)

Land and
buildings
Plant and
machinery
Industrial and
commercial
equipment
Other assets Assets under
construction
TOTAL
Balance at 31 December 2021:
Cost 983 1,431 221 846 4,500 7,979
Accumulated depreciation 0 (500) (190) (680) - (1,369)
Carrying amount at 31 December 2021 983 931 31 166 4,500 6,610
Investments - Historical cost 8 4 15 6,205 6,232
Disposals - Historical cost (690) (85) (42) (817)
Reclassifications - Historical cost -
Impairment losses - Historical cost -
Other variations - Historical cost (1) (1)
Exchange differences - Historical cost (330) (38) (15) (383)
Depreciation (79) (3) (83) 0 (165)
Disposals - Acc. depreciation 122 64 29 215
Reclassifications - Acc. depreciation -
Impairment losses - Acc. depreciation -
Other variations - Acc. depreciation -
Exchange differences - Acc. depreciation 54 28 13 95
Balance at 31 December 2022:
Cost 982 419 102 804 10,705 13,012
Accumulated depreciation 0 (403) (102) (721) - (1,225)
Carrying amount at 31 December 2022 982 16 0 83 10,705 11,787

The increases of €6,205 thousand in assets under construction refer to costs incurred by Salcef Group S.p.A. to restructure the building in Via Saleria, Rome where the registered and administrative offices of the company and other group companies will be located in 2023.

The decreases of €817 thousand relate to assets that are no longer used in production or relevant to the company's activities.

3 Right-of-use assets

(€'000) 31.12.2022 31.12.2021 Carrying amount 1,004 1,370 Total 1,004 1,370

These refer to the buildings used as offices that Salcef Group S.p.A. occupies under operating leases. The company discounts the total amount of lease payments due and recognises it in this caption in accordance with IFRS 16. The assistance of an independent expert was used for the discounting.

Changes in the year in right-of-use assets and lease liabilities are summarised below.

(€'000)
RIGHT-OF-USE ASSETS Land and buildings TOTAL
Carrying amount at 1 January 2022 1,370 1,370
Depreciation (359) (359)
Increases - -
Derecognition - -
Exchange differences (7) (7)
Carrying amount at 31 December 2022 1,004 1,004

(€'000)

LEASE LIABILITIES TOTAL
Carrying amount at 1 January 2022 1,447
Payments (409)
Increases 0
Interest expense 52
Exchange differences (9)
Carrying amount at 31 December 2022 1,081
of which, current 354
of which, non-current 727

At the reporting date, the company has signed a finance lease with a major leasing company but the underlying asset (the building to which it will relocate its administrative offices) is not yet available as it is still being restructured. Therefore, such lease was not included in the calculation of right-of-use assets and lease liabilities. The restructuring of a portion of the building was completed in 2023 and, as a result, the administrative offices and registered office of the company and the subsidiaries Salcef S.p.A, Euro Ferroviaria S.r.l., Coget Impianti S.r.l., Overail S.r.l., SRT S.r.l., RECO S.r.l., Consorzio Stabile Itaca S.c.a r.l. e Francesco Ventura Costruzioni Ferroviarie S.r.l. were relocated there. The company is also currently holding talks with the lessor to terminate the lease early through redemption of the building. This option will be considered in the recognition of right-of-use assets and lease liabilities in 2023.

4 Equity investments measured at cost

At 31 December 2022, equity investments measured at cost amount to €138,104 thousand compared to €123,467 thousand at 31 December 2021 as follows:

(€'000)

REGISTERED OFFICE 31.12.2022 31.12.2021 Variation
Subsidiaries
Salcef S.p.A. single-member company Rome - Italy 81,733 76,536 5,197
Euro Ferroviaria S.r.l. single-member company Rome - Italy 457 457 0
SRT S.r.l. single-member company Rome - Italy 5,044 5,044 0
Overail S.r.l. single-member company Rome - Italy 8,839 8,839 (0)
Coget Impianti S.r.l. Rome - Italy 10,429 15,626 (5,197)
RECO S.r.l. single-member company Rome - Italy 659 659 0
Francesco Ventura Costruzioni Ferroviarie S.r.l. Rome - Italy 14,638 0 14,638
Salcef USA Inc. Wilmington (DE) - USA 8,485 8,485 (0)
Salcef Deutschland GmbH Landsberg Am Lech - Germany 7,820 7,820 (0)
Total 138,104 123,467 14,637

Changes in the year are summarised below:

(€'000)

% of investment
31.12.2021
Carrying amount
31.12.2021
Increases Decreases Carrying amount
31.12.2022
% of
investment
31.12.2022
Salcef S.p.A. 100% 76,536 5,197 81,733 100%
Euro Ferroviaria S.r.l. 100% 457 457 100%
SRT S.r.l. 100% 5,044 5,044 100%
Overail S.r.l. 100% 8,839 8,839 100%
Coget Impianti S.r.l. 100% 15,626 (5,197) 10,429 100%
RECO S.r.l. 100% 659 659 100%
Francesco Ventura Costruzioni Ferroviarie S.r.l. 0% 0 14,638 14,638 100%
Salcef USA Inc. 100% 8,485 8,485 100%
Salcef Deutschland GmbH 100% 7,820 7,820 100%
Carrying amount 123,467 19,835 (5,197) 138,104

On 23 December 2022, Salcef Group S.p.A. completed the acquisition of the entire quota capital of Francesco Ventura Costruzioni Ferroviarie S.r.l.. The closing took place when the final conditions precedent set out in the agreement reached with the Ventura family were met. These included the completion of the segregation of assets not directly related to the permanent way systems business, which remained with the sellers.

€13,720 thousand of the agreed consideration for the acquisition of the interest in FVCF was paid at the closing. The remaining amount will be paid in instalments. The consideration is subject to the usual price adjustment mechanisms (upwards or downwards) which, in order to determine the carrying amount of the equity investment at 31 December 2022, were calculated depending on variations in the net working capital items. The company self-financed this acquisition in full.

The other variations in the investments in Salcef S.p.A. and Coget Impianti S.r.l. refer to the demerger of the business unit during the year. The carrying amount of the demerged business unit was reflected as a decrease in the carrying amount of the investment in the transferor (Coget Impianti S.r.l.) and an equal increase in the carrying amount of the investment in the transferee (Salcef S.p.A.).

The table below summarises key information on investees at 31 December 2022:

(€'000)
EQUITY INVESTMENTS MEASURED AT
COST
REGISTERED OFFICE Currency Share/quota
capital
% of
investment
Carrying amount
31.12.2022
Equity Profit/(loss)
for the year
Equity
accounted
investments
Salcef S.p.A. single-member company Rome - Italy Euro 60,000,000 100% 81,733 153,183 32,365 153,183
Euro Ferroviaria S.r.l. single-member company Rome - Italy Euro 100,000 100% 457 25,849 3,126 25,849
SRT S.r.l. single-member company Rome - Italy Euro 100,000 100% 5,044 13,762 2,253 6,988
Overail S.r.l. single-member company Rome - Italy Euro 100,000 100% 8,839 34,165 8,048 34,686
Coget Impianti S.r.l. Rome - Italy Euro 1,000,000 100% 10,429 8,838 1,412 15,919
RECO S.r.l. single-member company Rome - Italy Euro 100,000 100% 659 1,102 39 1,344
Francesco Ventura Costruzioni Ferroviarie S.r.l. Rome - Italy Euro 420,000 100% 14,638 (19,493) (18,342) 14,639
Salcef USA Inc. Wilmington (DE) - USA USD 10,000,000 100% 8,485 12,605 (562) 12,605
Salcef Deutschland GmbH Landsberg Am Lech - Germany Euro 162,750 100% 7,820 1,389 310 7,342
Total 138,104 272,555

At 31 December 2022, the company performed an impairment test on the equity investments whose carrying amount at that date was higher than the company's share of equity. This involved calculating the equity investments' value in use applying the discounted cash flow (DCF) method to the estimated cash flows for the current three-year period (2023-2025), based on the equity investments' forward-looking financial figures, to which a WACC of 8.92% was applied for investees operating on the Italian market, 6.79% for investees operating on the German market and 8.42% for investees operating in North America.

The operating cash flows considered for the impairment test were taken from the forward-looking financial figures in the 2022-2024 plan approved by Salcef Group S.p.A.'s board of directors. In addition, estimated cash flows for the third year of the explicit forecast period (2025) were determined on the basis of the performance that can be inferred from the 2022-2024 plan.

The discount rate was estimated as follows:

  • the risk free rate was determined to be equal to the average yield over the past six months on tenyear government securities: 3.9% for Italy, 1.7% for Germany and 3.5% for North America;
  • the equity risk premium was 5.5%;
  • levered beta of 0.84 for Italy, 0.82 for Germany and 0.83 for the US was determined considering a sample of listed companies operating in the same sector as the subsidiaries;
  • the additional risk premium was 3.1%.

The terminal value was calculated using the perpetuity formula in which an average nominal growth rate of cash flows available after the explicit period and in perpetuity (g-rate) of 1.5% was used to determine the terminal value.

The acquisition fair value was used in testing the investment in FVCF acquired in late December 2022 for impairment.

The recoverable amounts were compared with the equity investments' carrying amounts at 31 December 2022.

The recoverable amounts resulting from the impairment test were higher than the equity investments' carrying amounts.

5 Equity-accounted investments

The following table details the company's equity-accounted investments in associates and joint ventures at the reporting date.

(€'000)
31.12.2022 31.12.2021 Variation
Associates 0 8 (8)
Total 0 8 (8)

The breakdown and details of the changes in the year are reported below:

(€'000)
REGISTERED OFFICE 31.12.2022 31.12.2021 Variation
Associates and other companies
Frejus S.c.a.r.l. Bologna - Italy 0
8
(8)
Total 0
8
(8)

(€'000)

Associates Total
Carrying amount at 31 December 2021 8 8
Increases/Capital increases 0 0
Investees wound up (8) (8)
Impairment losses 0 0
Carrying amount at 31 December 2022 0 0

The decrease is due to the winding up of Frejus S.c.a.r.l. in June 2022.

6 Other non-current assets

The table below shows other non-current assets at 31 December 2022 and 2021:

(€'000) 31.12.2022 31.12.2021 Variation
Guarantee deposits 228 226 2
Performance bonds 9,813 11,203 (1,390)
Other assets 57 172 (115)
Total 10,098 11,601 (1,503)

The guarantee deposits include amounts paid by group companies to guarantee the supply of goods and services to be received and for property leases. The performance bonds are amounts invoiced and/or to be invoiced to customers and will be collected once the inspection of the related assets has been carried out.

7 Deferred tax assets - Deferred tax liabilities - Current and deferred taxes

Income taxes, recognised in the income statement and statement of comprehensive income, may be analysed as follows:

(€'000)
INCOME TAXES 2022 2021
IRES 149 384
IRAP (7) -
Foreign income taxes (461) -
Total current taxes (319) 384
Change in deferred tax assets 2,726 81
Change in deferred tax liabilities (21) (610)
Total deferred taxes 2,705 (529)
Prior year taxes (826) (21)
Total income taxes 1,560 (166)
(€'000)
TAXES RECOGNISED IN OTHER COMPREHENSIVE
INCOME/(EXPENSE)
Pre
tax
Tax benefit
(expense)
Post-tax
Other comprehensive income/(expense) that will not be
subsequently reclassified to profit or loss
Net actuarial gains/(losses) 5 (1) 4
Net fair value gains/(losses) on securities measured at FVOCI (155) 37 (118)
Total (150) 36 (114)
Other comprehensive income/(expense) that will be
subsequently reclassified to profit or loss
Net hedging gains/(losses) 4,727 (1,134) 3,593
Total 4,727 (1,134) 3,593

2022 4,577 (1,098) 3,479

As the parent and consolidator, Salcef Group S.p.A. has set up a domestic tax consolidation scheme for IRES (corporate income tax) with the subsidiaries Salcef S.p.A., Euro Ferroviaria S.r.l., RECO S.r.l., SRT S.r.l., Overail S.r.l. and Coget Impianti S.r.l.. Consequently, in these separate financial statements, the company has presented the amount due from/to the tax authorities for IRES under the tax consolidation scheme as current tax assets/liabilities and the amounts due from/to the companies participating in the tax consolidation scheme in respect of the tax assets/liabilities that they have transferred to such scheme as other current assets/liabilities.

At 31 December 2022, deferred tax assets and liabilities amount to €5,251 thousand (31 December 2021: €2,086 thousand) and €2,357 thousand (31 December 2021: €798 thousand), respectively. Changes in these two captions are analysed below.

(€'000) Other
DEFERRED TAX ASSETS 01.01.2022 Accruals Utilisations variations 31.12.2022
Unrealised exchange differences 3 71 (3) 71
Tax loss 244 244
Stock grants 20 58 78
MBO 283 371 (233) 421
Loss allowance 1 1
Provision for litigation 124 124
Derivative financial instruments 507 405 912
Actuarial gains/losses on employee benefits 5 18 (1) 22
Impairment losses as per IFRS 9 319 57 376
Fair value of securities 0 1,689 37 1,726
ACE (aid to economic growth) excess 0 987 987
Listing costs 580 (289) 291
Total 2,086 3,251 (525) 441 5,251
(€'000)
DEFERRED TAX LIABILITIES 01.01.2022 Accruals Utilisations Other variations 31.12.2022
Unrealised exchange differences 352 819 (352) 819
Derivative financial instruments 0 1,538 1,538
Fair value of securities 446 (446) 0
Total 798 819 (798) 1,538 2,357

The temporary differences that generated deferred taxes are detailed below with indication of the rates used:

(€'000)
DEFERRED TAX ASSETS Temporary differences Rate 31.12.2022
Unrealised exchange differences 294 24% 71
Tax loss 1,019 24% 244
Stock grants 325 24% 78

MBO 1,757 24% 422
Loss allowance 4 24% 1
Provision for litigation 515 24% 124
Derivative financial instruments 3,800 24% 912
Actuarial gains/losses on employee
benefits
92 24% 22
Impairment losses as per IFRS 9 1,567 24% 376
Fair value of securities 7,194 24% 1,726
ACE excess 4,114 24% 987
Listing costs 1,212 24% 291
Total 5,251

(€'000)

DEFERRED TAX LIABILITIES Temporary differences Rate 31.12.2022
Unrealised exchange differences 3,412 24% 819
Derivative financial instruments 6,410 24% 1,538
Fair value of securities 0 24% 0
Total 2,357

Deferred tax assets are recognised since it is deemed probable, on the basis of business plans, that the company will generate future taxable income sufficient for their recovery.

Furthermore, there are no tax loss carryforwards on which deferred tax assets could be recognised.

A reconciliation of the theoretical tax rate, calculated in line with the ruling tax laws, and the effective rate is as follows:

(€'000)
Reconciliation of actual tax rate
Pre-tax profit 34,472
Theoretical IRES (8,273) (24%)
Lower taxes:
- Non-taxable income 10,281 29.83%
- Other 62 0.18%
Greater taxes:
- Other (1,922) (5.57%)
Total current income taxes (IRES) 149 0.43%
IRAP (7) (0.02%)
Foreign taxes (461) (1.34%)
Prior year taxes (826) (2.40%)
Deferred taxes 2,705 7.85%
Total income taxes 1,560 4.52%

CURRENT ASSETS

8 Inventories and contract assets and liabilities

Inventories, of €3,365 thousand (31 December 2021: €3,169 thousand), mainly comprise a rail grinder acquired by the Saudi Arabian branch for its subsequent resale to third-party customers in the same country.

Contract assets include the contractual consideration for work in progress certified by progress reports issued by the customer's works manager or internal reports prepared by the company and not yet invoiced.

(€'000)
31.12.2022 31.12.2021 Variation
Contract assets 653 0 653
Impairment losses 0 0 0
Total 653 0 653

The following table provides a breakdown of contract assets by geographical segment:

(€'000)
---------
31.12.2022 31.12.2021 Variation
Africa 653 0 653
Total 653 0 653

The following table provides information on financial assets and contract assets and liabilities:

(€'000)
31.12.2022 31.12.2021 Variation
Trade receivables 10,941 9,179 1,762
Contract assets 653 0 653
Contract liabilities (118) (215) 97
TOTAL 11,476 8,964 2,513

As mentioned previously, contract assets are mainly comprised of the company's right to receive payment for that portion of work in progress that has been completed but not invoiced at the reporting date as per contracts in place with customers.

Contract liabilities are mainly comprised of advances on contracts awarded to the company, which will be subsequently invoiced on the basis of the progress reports issued and approved by the customer.

(€'000)

31.12.2022 31.12.2021 Variation
Contract liabilities 118 215 (97)
Total 118 215 (97)

At 31 December 2022, this caption mainly relates to the advance from NAT – National Authority for Tunnel for the construction of a railway hub in Kozzyka (Egypt).

Contract liabilities at 31 December 2022 will become revenue in 2023.

9 Trade receivables

The table shows the caption at 31 December 2022 with comparative prior year end figures:

(€'000)
31.12.2022 31.12.2021 Variation
Third parties 5,426 5,598 (172)
Loss allowance (1,714) (1,338) (376)
Total third parties 3,712 4,261 (549)
Subsidiaries 7,229 4,637 2,592
Associates - 281 (281)
Total related parties 7,229 4,918 2,311
Total 10,941 9,179 1,762

The following table shows changes in the loss allowance during the year:

(€'000)
Carrying amount at 1 January 2022 (1,338)
Utilisations/Releases -
Accruals (376)
Other variations -

Carrying amount at 31 December 2022 (1,714)

Although Salcef Group S.p.A.'s exposure to credit risk is mainly related to the specific characteristics of each customer, company management also considers variables typical of the company's backlog, including the insolvency risk of the customer's sector and country.

The increase in the loss allowance is mostly due to the impairment of a specific receivable considered to be in level 3 of the fair value hierarchy established by IFRS 9.

Trade receivables from subsidiaries of €7,229 thousand (31 December 2021: €4,637 thousand) mainly refer to the amounts due from Salcef S.p.A., Euro Ferroviaria S.r.l., SRT S.r.l., RECO S.r.l., Overail S.r.l. and Coget Impianti S.p.A. for the balance of services not yet invoiced that Salcef Group S.p.A. provided to group companies in 2021 under a master agreement.

(€'000)
31.12.2022 % 31.12.2021 %
Italy 1,432 39% 1,749 41%
Europe (excluding Italy) 0 0% 67 2%
Egypt 210 6% 699 16%
Saudi Arabia 2,070 55% 1,746 41%
Total third parties 3,712 4,261

The following table provides a breakdown of trade receivables by geographical segment:

10 Current tax assets

Current tax assets amount to €257 thousand compared to €2,228 thousand at 31 December 2021. The year-end balance mostly consists of the asset for direct income taxes paid in advance abroad as well as IRES payments on account during the year.

11 Current and non-current financial assets

Non-current financial assets, amounting to €40,454 thousand at 31 December 2022 (nil balance at 31 December 2021), refer to interest-bearing medium/long-term loans granted to the subsidiaries Euro

Ferroviaria S.r.l. (€27,448) to provide the subsidiary with the funds to acquire the business unit from the PSC Group), FVCF S.r.l. (€12,000 thousand) and SRT S.r.l. (€1,006 thousand).

(€'000) 31.12.2022 31.12.2021 Variation Securities 123,368 97,826 25,542 Loans to subsidiaries 122,600 93,715 28,885 Hedging derivatives 6,410 13 6,397 Impairment loss (58) (47) (11) Total 252,320 191,506 60,814

A breakdown of current financial assets at 31 December 2022 and 2021 is as follows:

The 31 December 2022 balance refers to loans that Salcef Group S.p.A. granted to subsidiaries, specifically: €22,798 thousand to SRT S.r.l., €18,354 thousand to Overail S.r.l., €30,600 thousand to Salcef Deutschland GmbH, €14,263 thousand to Salcef S.p.A., €2,915 thousand to Euro Ferroviaria S.r.l., €30,258 thousand to Salcef USA Inc., €1,643 thousand to Coget Impianti S.r.l., €1,018 thousand to RECO S.r.l. and, finally, €750 thousand to Francesco Ventura Costruzioni Ferroviarie S.r.l..

Securities of €123,368 thousand represent the investments existing at the reporting date in mutual property funds, certificates, policies, Italian treasury notes ("BTPs"), bonds and time deposits made by Salcef Group S.p.A. to invest the liquidity obtained following the capital increases performed in 2021 and previous years. The measurement method applied to such assets depends on both the business model used by the company to manage the assets in order to generate cash flows and the characteristics of the security. Specifically, the company holds such assets to collect contractual cash flows and sell them in favourable economic situations (the hold to collect and sell model). Therefore, they are measured at FVOCI when the expected cash flows are solely payments of principal and interest (SPPI). In all other cases, they are measured at fair value (level 1 according to the IFRS 13 hierarchy) and the related gains and losses are taken to profit or loss.

The following table shows variations in the caption during the year:

(€'000)
Measured
at
01.01.2022 Purchases Sales Variations in fair
Variations in fair
value to profit or
value to OCI
loss
31.12.2022
Unicredit mutual funds FVTPL 7,025 344 (762) (812) 5,795
Unicredit certificates FVTPL 1,268 (147) 1,123
Intesa Eurizon SGR FVTPL 7,330 (534) 6,798
Intesa Eurizon Titolo FVTPL 7,979 (794) 7,185
BPS FVTPL 6,567 (910) 5,658
UBI BAP life policy FVTPL 8,154 (158) 7,996
MPS fiduciary mandate FVTPL 4,978 (4,978) 0
MPS policy FVTPL 5,089 (745) 4,344
Servizio Italia Cardiff policy FVTPL 15,674 (1,044) 14,630
Fineco mutual funds FVTPL 4,006 820 (319) 4,507
Banca Aletti FVTPL 7,191 2,500 (904) 8,787
Fineco insurance products FVTPL 9,546 1,200 (334) 10,413
Kairos Partners securities portfolio FVTPL 4,968 (399) 4,569
Deutsche Bank portfolio management FVTPL 3,092 (12) (346) 2,734

Fondo AZIMUT FVTPL 4,960 7,000 (367) 11,593
J.P. Morgan FVTPL 0 15,000 (1,085) 13,915
Mediobanca bonds and certificates FVOCI 0 13,479 (155) 13,324
Total 97,826 40,343 (5,752) (8,900) (155) 123,368

Note 15 provides a description of all the company's derivatives, which include the above hedging derivatives of €6,410 thousand at the reporting date (€13 thousand at 31 December 2021).

12 Cash and cash equivalents

(€'000)

31.12.2022 31.12.2021 Variation
Bank and postal accounts 14,173 87,571 (73,398)
Cash-in-hand and cash equivalents 4 5 (1)
Total 14,177 87,575 (73,398)

These amount to €14,177 thousand, compared to €87,575 thousand at the previous year end, and include bank deposits of €14,173 thousand and cash and cash equivalents of €4 thousand at 31 December 2022.

13 Other current assets

The table below shows other current assets at 31 December 2022 and 2021:

(€'000)
31.12.2022 31.12.2021 Variation
Other tax assets 5,646 4,389 1,257
Other assets with subsidiaries 13,934 14,304 (370)
Other assets 2,525 2,463 62
Prepayments and accrued income 2,733 2,654 79
Total 24,838 23,810 1,028

Other tax assets consist of the amounts due from the tax authorities for indirect taxes (VAT) paid in Italy and abroad.

Other assets with subsidiaries refer to the IRES liability that they respectively transferred to Salcef Group S.p.A. under the domestic tax consolidation scheme, specifically Salcef S.p.A. (€11,101 thousand), Overail S.r.l. (€2,095 thousand), SRT S.r.l. (€677 thousand) and Coget Impianti S.r.l. (€60 thousand).

Prepayments amount to €2,733 thousand (31 December 2021: €2,654 thousand) and refer to the portion of costs incurred in the year pertaining to subsequent years.

They are mostly insurance premiums for the headquarters and work sites and bank surety commissions. The increase on the previous year end is due to the down payment for the lease signed by Salcef Group S.p.A. for a building in Rome which will house the company's administrative offices once it has been restructured. As the relevant conditions about the lease inception date are not met at the reporting date, the leased building has not been recognised under right-of-use assets (see note 4).

Other assets mainly consist of advances paid to suppliers and employees, including cash advances for the work sites in order to begin day-to-day operations and the value of the participating financial instruments received from Astaldi S.p.A., as Salcef Group S.p.A. is its unsecured creditor (€1,804 thousand).

LIABILITIES

TOTAL EQUITY AND LIABILITIES

14 Equity

The main equity captions and changes therein are commented on below.

Share capital

The company's fully paid-up share capital at 31 December 2022 amounts to €141,544,532.20 and is comprised of 62,399,906 shares without nominal value.

In accordance with the by-laws, all of the company's remaining performance and special shares were converted into ordinary shares in 2022. This did not lead to increases in the share capital.

Reserves

At 31 December 2022, reserves mainly comprise:

  • Legal reserve: this reserve of €4,120 thousand includes prior year profits allocated in accordance with Italian law;
  • Extraordinary reserve: totalling €13,310 thousand, it includes prior year profits allocated thereto by the shareholders;
  • Revaluation reserves: these reserves of €28,060 thousand were set up for the revaluations of property, plant and equipment made in accordance with Laws no. 342/2000, no. 266/2005 and no. 2/2009;
  • Translation reserve: with a negative balance of €2,981 thousand;
  • Negative goodwill: amounting to €45,000 thousand, this negative goodwill arose on the recognition of the merger of Salcef Group S.p.A. and Indstars 3 that took place on 8 November 2019;
  • Actuarial reserve: this reserve contains the actuarial gains and losses on the remeasurement of postemployment benefit liabilities in accordance with IAS 19 and shows a negative balance of €11 thousand;
  • Hedging reserve: amounting to €1,988 thousand, this reserve reflects the fair value gains and losses on the interest rate swap hedging cash flow risk on the payment of interest on loans and the fair value gains and losses on the currency forwards hedging currency risk on the loan in US dollars granted to the subsidiary Salcef USA Inc.. The reserve will be taken to the income statement over the years as the cash flows generated by the hedged item affect profit or loss;
  • Reserve for financial assets measured at FVOCI: with a negative balance of €118 thousand, this reflects changes in the fair value of financial assets measured at FVOCI (see note 12) net of the relative deferred tax assets/liabilities;
  • Reserve for repurchase of treasury shares: with a negative balance of €7,179 thousand, this reserve includes the value of the company's treasury shares repurchased on the market and held in

accordance with the resolutions passed during the ordinary shareholders' meeting;

  • Share premium: recognised in 2021 for €27,200 thousand after the capital increase achieved through the accelerated bookbuild offering and generated by the difference between the subscription price of newly issued shares (€16.00 per share) and the existing accounting par value (€2.40 per share) multiplied by the number of newly issued shares (2,000,000 new ordinary shares);
  • Reserve for capital increase costs: this reserve with a negative balance of €653 thousand includes the costs directly attributable to the issue or repurchase of treasury shares.

At their ordinary meeting of 29 April 2022, the company's shareholders approved the separate financial statements as at and for the year ended 31 December 2021, which show a profit for the year of €33,300,893, and were presented with the consolidated financial statements as at and for the year ended 31 December 2021, which show a profit for the year attributable to the owners of the parent of €39,070,532.

The shareholders also resolved to distribute a dividend of €0.46 per eligible ordinary share at the record date (i.e., 17 May 2022). The coupon detachment date is 16 May 2022 and the payment date is 18 May 2022. Considering the number of treasury shares held by the company at 17 May 2022, the total dividend is €28,474,764.98. More information about changes in equity is provided in the statement of changes in equity.

Capital management

The company's capital management policies entail maintaining a high level of capital to keep its stakeholders' trust and also lay the foundation for the company's future. Additionally, management monitors return on capital and the amount of dividends to distribute to ordinary shareholders. The board of directors strives to balance the achievement of higher returns through greater leverage with the advantages and security of a sound financial position.

NON-CURRENT LIABILITIES

15 Current and non-current financial liabilities – Lease liabilities

Lease liabilities and bank loans and borrowings may be analysed as follows:

(€'000)
31.12.2022 31.12.2021 Variation
Bank loans - non-current portion 97,377 63,667 33,710
Hedging derivatives 3,794 2,123 1,671
Total 101,171 65,790 35,381
Lease liabilities 727 1,085 (358)
Total 727 1,085 (358)
TOTAL NON-CURRENT 101,898 66,875 35,023
Loans from related parties 723 257 466
Bank loans and borrowings - current portion 52,315 45,553 6,762
Total 53,038 45,810 7,228
Lease liabilities 354 362 (8)
Total 354 362 (8)
TOTAL CURRENT 53,392 46,172 7,220
TOTAL LOANS AND BORROWINGS 155,290 113,047 42,243

Loans from related parties of €723 thousand refer to the interest-bearing borrowings granted to the Romanian branch.

The bank loans are medium/long-term loans from banks to Salcef Group S.p.A., the terms of which are detailed below at 31 December 2022.

(€'000)
31.12.2022
Interest rate Year of maturity Nominal
amount
Carrying
amount
Intesa Sanpaolo - unsecured loan 1% + 3-month Euribor 2023 417 416
Deutsche Bank - unsecured loan 1% + 3-month Euribor 2023 833 833
MPS - unsecured loan 0.60% + 6-month Euribor with a floor
of 0
2023 833 833
Unicredit - loan 1.54% + 3-month Euribor 2025 13,151 13,149
UBI Banca - unsecured loan 0.80% 2023 1,680 1,680
UBI Banca - unsecured loan 0.80% 2023 1,541 1,540
MPS - unsecured loan 0.60% + 6-month Euribor with a floor
of 0
2023 1,667 1,666
Crédit Agricole - unsecured loan 0.55% + 3-month Euribor with a floor
of 0
2024 3,342 3,340
Banca Popolare di Sondrio - unsecured loan 0.90% + 3-month Euribor 2025 2,577 2,576
Intesa Sanpaolo - unsecured loan 1.54% + 3-month Euribor 2026 21,000 21,000
CDP - loan 1% + 6-month Euribor with a floor of 0 2026 19,444 19,444
Crédit Agricole - loan 1% + 3-month Euribor with a floor of 0 2027 20,000 19,921
Intesa - loan 0.90% + 3-month Euribor 2025 25,000 25,000
Banco BPM - loan 1.10% + 3-month Euribor 2026 20,000 19,975
EMARKET
SDIR
CERTIFIED
BNL - loan 0.90% + 3-month Euribor 2025 18,333 18,318
Total 149,818 149,691

The above bank loans include: (i) the loan from Unicredit S.p.A. (remaining unpaid amount of €13,151 thousand) which the latter used to acquire the Delta Group (as described earlier), 60% of which is guaranteed by SACE S.p.A.; (ii) the five-year €30,000 thousand "S-Loan" with Intesa Sanpaolo S.p.A. entered into on 30 June 2021, which is backed by the SACE S.p.A. green guarantee and involves the identification and monitoring of certain ESG performance indicators, improvements in which may trigger decreases in the interest rate; (iii) the five-year €20,000 thousand loan that Crédit Agricole granted in February 2022, which also involves the identification and monitoring of certain ESG performance indicators, improvements in which may trigger decreases in the interest rate.

The company is required to comply with covenants on the loans in place at the reporting date. Specifically, the covenants relate to: (i) the loan granted by Unicredit S.p.A. in September 2020, maturing in September 2025; (ii) the loan granted by Intesa Sanpaolo on 30 June 2021, maturing in June 2026; (iii) the loan granted by Cassa Depositi e Prestiti (CDP) in two instalments in July 2021 and December 2021, maturing in June 2026; (iv) the loan granted by Banco BPM S.p.A. in July 2022, maturing in December 2026, and (v) the loan granted by BNL S.p.A. in July 2022, maturing in July 2025.

The Unicredit S.p.A. loan provides for the following covenants:

  • net financial position/gross operating profit (loss) ratio lower than or equal to 3 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;
  • net financial position/equity ratio lower than or equal to 1 for the entire term of the loan, monitored on the basis of Salcef Group S.p.A.'s separate financial statements.

The Intesa Sanpaolo S.p.A. loan provides for the following covenants:

  • net financial position/gross operating profit (loss) ratio lower than or equal to 3 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;
  • net financial position/equity ratio lower than or equal to 0.9 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements.

The CDP loan provides for the following covenants:

  • net financial position/gross operating profit (loss) ratio lower than or equal to 3 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;
  • net financial position/equity ratio lower than or equal to 1 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements.

The Banco BPM S.p.A. loan provides for the following covenants:

• net financial position/gross operating profit (loss) ratio lower than or equal to 3 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements.

The BNL S.p.A. loan provides for the following covenants:

  • net financial position/gross operating profit (loss) ratio lower than or equal to 3 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements;
  • net financial position/equity ratio lower than or equal to 1 for the entire term of the loan, monitored on the basis of the Salcef Group's consolidated financial statements.

Furthermore, the company holds derivatives specifically for hedging interest rate and currency risks. Specifically, the company has the following interest rate swaps at 31 December 2022:

  • an interest rate swap with Unicredit S.p.A. entered into in September 2020, maturing in 2025 and with a notional amount of €13,151 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €13,151 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Banca Popolare di Sondrio entered into in January 2021, maturing in 2025 and with a notional amount of €2,577 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €2,577 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Intesa Sanpaolo S.p.A., entered into in June 2021, maturing in 2026 and with a notional amount of €21,000 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €21,000 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Unicredit S.p.A. entered into in August 2021, maturing in 2026 and with a notional amount of €3,889 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the first tranche of the variable-rate loan with an outstanding balance of €3,889 thousand at the reporting date disbursed by CDP with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Unicredit S.p.A. entered into in January 2022, maturing in 2026 and with a notional amount of €15,556 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the second instalment of the variable-rate loan with an outstanding balance of €15,556 thousand at the reporting date disbursed by CDP on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;

  • an interest rate swap with Crédit Agricole entered into in February 2022, maturing in 2027 and with a notional amount of €20,000 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €20,000 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Intesa Sanpaolo S.p.A., entered into in May 2022, maturing in 2025 and with a notional amount of €25,000 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €25,000 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with Banco BPM S.p.A. entered into in July 2022, maturing in 2026 and with a notional amount of €20,000 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €20,000 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve;
  • an interest rate swap with BNL S.p.A. entered into in July 2022, maturing in 2025 and with a notional amount of €18,333 thousand at 31 December 2022. This swap hedges cash flow risk on interest paid on the variable-rate loan with an outstanding balance of €18,333 thousand at the reporting date disbursed by the bank on the same date as the swap and with the same term. Accordingly, the swap has been designated as a cash flow hedge and the fair value gains and losses at each reporting date are taken in full to the hedging reserve.

The swaps listed above, which have a positive fair value at the reporting date, are not included under current financial liabilities, but are recognised under current financial assets (see note 12).

In December 2020, Salcef Group S.p.A. entered into five currency forwards with Unicredit S.p.A. maturing on 31 December 2025 (of which three are still in place at 31 December 2022) to hedge cash flow risk on the loan in US dollars to the subsidiary Salcef USA Inc.. The cash flows consist of the interest (USD706 thousand) due each year and the repayment of principal on 31 December 2025 (USD28,240 thousand). These derivative contracts have been designated as cash flow hedges, as the underlying notional amount, currencies and maturity dates reflect the loan in place. Accordingly, the fair value gains and losses at each reporting date are taken in full to the hedging reserve.

The hedging reserve for the hedged item will be released to the income statement over the years as the cash flows generated by the hedged item affect profit or loss.

The table below provides a breakdown of the company's net financial position at 31 December 2022 and 31 December 2021, in accordance with the presentation method for net financial position established in the ESMA Guidelines dated 4 March 2021.

(€'000)
Note 31.12.2022 31.12.2021 Variation
(A) Cash 14,177 87,575 (73,398)
(B) Cash equivalents 0 0 0
(C) Other current financial assets 1 252,321 191,506 60,815
(D) Liquidity (A + B + C) 266,498 279,081 (12,583)
(E) Current financial debt (1,077) (362) (715)
(F) Current portion of non-current financial debt (52,315) (45,810) (6,505)
(G) Current financial indebtedness (E + F) (53,392) (46,172) (7,220)
(H) Net current financial position (G + D) 213,106 232,909 (19,803)
(I) Non-current financial debt (101,898) (66,875) (35,023)
(J) Debt instruments 0 0 0
(K) Trade payables and other non-current financial liabilities 0 0 0
(L) Non-current financial indebtedness (I + J + K) (101,898) (66,875) (35,023)
(M) Net financial position (H + L) 2 111,208 166,034 (54,826)
(N) Adjustment for events unrelated to the core business and/or
related to non-recurring transactions
3 7,194 0 7,194
(O) Adjusted net financial position (M + N) 118,402 166,034 (47,632)

Note

(1) The balance at 31 December 2022 reflects the impact of fair value losses on the company's short-term investments due to the downturn in international financial markets.

(2) Net financial position calculated as per Consob communication no. 6064293 of 28 July 2006 and in compliance with ESMA Guidelines of 4 March 2021.

(3) The adjustments refer to the fair value losses on securities in 2022, as mentioned in note (1). This latter adjustment is not offset by the fair value gains recorded up to 31 December 2021 (€1,860 thousand).

The following tables show the company's financial liabilities by maturity bracket at 31 December 2022 and 31 December 2021 and changes therein:

(€'000)
Due within one
year
Due after one
year and within
five years
Due after five
years
TOTAL
Bank loans 45,553 63,667 - 109,220
Current loans from related parties 257 - - 257

Lease liabilities 362 1,085 - 1,447
Hedging derivatives - 2,123 - 2,123
Carrying amount at 31 December 2021 46,172 66,875 - 113,047
Bank loans 52,315 97,377 - 149,692
Current loans from related parties 723 - - 723
Lease liabilities 354 727 - 1,081
Hedging derivatives - 3,794 - 3,794
Carrying amount at 31 December 2022 53,392 101,898 - 155,290

(€'000)

Loans and borrowings at 1 January 2021 114,498
Net fair value gains on derivatives 1,728
Proceeds from new loans 69,000
Repayment of loans (36,277)
Change in other loans and borrowings - current (16,323)
New lease liabilities 107
Repayment of lease liabilities (413)
Other changes in lease liabilities 0
Change in warrants (19,274)
Total at 31 December 2021 113,047
Net fair value gains on derivatives 1,671
Proceeds from new loans 90,000
Repayment of loans (49,076)
Change in other loans and borrowings - current 14
Interest expense on lease liabilities 51
Repayment of lease liabilities (417)
Total at 31 December 2022 155,290

16 Employee benefits

This caption includes the company's estimated liability, calculated using actuarial techniques, for the postemployment benefits due to employees when their employment relationship ends, as the benefits are defined benefit plans under IAS 19.

The liability is calculated by an independent expert using the following actuarial assumptions:

31.12.2022 31.12.2021
Turnover rate 2.30% 2.30%
Annual discount rate 3.77% 0.98%
Annual inflation rate 2.3% 1.8%
Annual post-employment benefits growth rate 3.225% 2.8%

Had there been reasonably possible variations in the actuarial assumptions at the reporting date, they would have had the following impact on defined obligation benefits:

(€'000)
31.12.2022
SENSITIVITY ANALYSIS Increase Decrease
Turnover rate (+/- 1.00%) 28,140 27,800
Annual discount rate (+/- 0.25%) 27,381 28,588
Inflation rate (+/- 0.25%) 28,360 27,598

The average weighted term of defined obligation benefits is 9.5 years at the reporting date.

This caption also includes the accrual for the portion vested at 31 December 2022 of the management incentive plan (€1,547 thousand), which will be disbursed in 2023 (€658 thousand) and the remaining amount in 2024.

Changes in this caption are shown in the following table:

(€'000)

Carrying amount at 31 December 2021 1,214
Accruals 1,485
Utilisations/Transfers (971)
Other variations 61
Interest cost 1
Net actuarial gains (5)
Carrying amount at 31 December 2022 1,785
of which, non-current 658
of which, current 1,127

The current service cost mostly relates to the management incentive plan (MBO) introduced by the company to formally and clearly communicate the strategic objectives defined each year to all the beneficiary managers so that they can steer the entire workforce towards achieving them. Should the company achieve the defined milestones, the plan beneficiaries may receive a variable remuneration pegged to their gross annual remuneration and their achievement of the individual objectives assigned to them.

The MBO plan is the first phase of the performance management model that the group intends to gradually introduce, based on the specific objectives assigned and the degree of compliance of the manager's conduct with the group's values. These values and the conduct indicators will be the basis for the group's leadership model. Assessment of the objectives achieved (What) with the conduct applied (How) will be fundamental to safeguard the group's organisational culture along its growth journey and to provide department heads with a structured tool to provide employees with feedback useful for the ongoing improvement of their performances.

17 Provisions for risks and charges

This caption of €515 thousand is unchanged from 31 December 2022.

The provision for litigation represents an estimate of the probable liabilities that Salcef Group S.p.A. will incur in respect of the disputes underway or the claims currently pending and being assessed in which the company may be asked to pay for the damage suffered by the counterparty.

CURRENT LIABILITIES

18 Trade payables

(€'000)
31.12.2022 31.12.2021 Variation
Third parties 5,965 4,862 1,103
Subsidiaries 3,881 6,949 (3,068)
Associates 0 115 (115)
Total 9,846 11,927 (2,080)

Trade payables to third parties of €5,965 thousand (31 December 2021: €4,862 thousand) include trade payables to Italian and foreign suppliers for invoices received and to be received.

Trade payables to subsidiaries amount to €3,881 thousand (€6,949 thousand at 31 December 2021) and refer to Salcef S.p.A. (including its branches) for the secondment of personnel and cost recharges (€3,559 thousand).

Trade payables to associates show s nil balance following the winding up of the consortium Frejus S.c.a.r.l.

The following table provides a breakdown of trade payables by geographical segment:

(€'000)
31.12.2022 % 31.12.2021 %
Italy 4,612 47% 3,301 28%
Europe (excluding Italy) 3,934 40% 3,941 33%
Egypt 11 0% 617 5%
Middle East 1,264 13% 4,067 34%
North America 21 0% 0 0%
Australia 4 0% 0 0%
Total 9,846 11,927

19 Current tax liabilities

The table below shows current tax liabilities at 31 December 2022 and 2021:

(€'000)

31.12.2022 31.12.2021 Variation
Direct taxes 477 2,731 (2,254)
Tax provision 664
719
(55)
Total 1,141 3,449 (2,308)

The accrual of €664 thousand to the tax provision at 31 December 2022 refers to a prudent estimate of potential tax liabilities that the company could be required to cover in the event of access, inspections or assessments by the tax authorities (€550 thousand) and a tax assessment in progress at its Egyptian branch (€114 thousand).

The direct taxes include the IRES liability for the domestic tax consolidation scheme.

20 Other current and non current liabilities

The table below shows other current liabilities at 31 December 2022 and 2021:

(€'000)
31.12.2022 31.12.2021 Variation
Other non current liabilities 1,618 1,120 498
Total Other non current liabilities 1,618 1,120 498
Social security institutions 714 289 425
Employees 849 727 122
Other liabilities with subsidiaries 938 0 938
Other 1,678 3,111 (1,433)
Accrued expenses and deferred income 136 11 125
Other tax liabilities 83 435 (352)
Total Other current liabilities 4,398 4,574 (175)

Amounts due to employees refer to unpaid remuneration and untaken holidays at the reporting date.

"Other" at 31 December 2022 mainly includes amounts due within one year for the acquisition of the investment in Coget Impianti S.r.l. (€265 thousand) and Salcef Deutschland (€120 thousand). The remaining amounts that, based on the agreements with the sellers, are due after one year (including the balance due for the acquisition of Francesco Ventura Costruzioni Ferroviarie S.r.l.) are classified under other non-current liabilities.

Apart from that described in the note on commitments and risks, the company's liabilities are not secured by collateral.

Notes to the main income statement captions

21 Revenue – Other income

(€'000)
2022 2021 Variation
Revenue from contracts with customers 16,437 17,681 (1,244)
Other income 548 550 (2)
Total 16,985 18,231 (1,246)

Revenue amounts to €16,437 thousand, compared to €17,681 thousand in 2021, and mainly consists of consideration invoiced for permanent way systems (2022: €6,883 thousand; 2021: €9,598 thousand) and services provided to the group companies (2022: €9,554 thousand; 2021: €8,083 thousand).

(€'000)
BREAKDOWN OF
REVENUE FROM CONTRACTS WITH CUSTOMERS
2022 2021 Variation
Timing of revenue recognition
Products transferred at a point in time 9,554 8,083 1,471
Products and services transferred over time 6,883 9,598 2,715
Total 16,437 17,681 1,244
Main products/services
Services 9,554 8,083 1,471
Permanent way systems 6,883 9,598 (2,715)
Total 16,437 17,681 1,244
Main geographical segments
Italy 9,554 8,083 1,471
Europe (excluding Italy) 2,043 2,488 (445)
North America 32 0 32
Africa 0 2,290 (2,290)
Middle East 4,808 4,820 (12)
Total 16,437 17,681 1,244

A breakdown of other income in 2022 and 2021 is as follows:

(€'000)

2022 2021 Variation
Recharges to third parties 444 269 175
Insurance and other compensation 0 53 (53)
Gains on sale of assets 0 92 (92)
Other sundry income 104 136 (32)
Total 548 550 (2)

Recharges to third parties refer to the recovery of costs and/or reimbursement of costs incurred on behalf of third parties.

22 Raw materials, supplies and goods

Raw materials, supplies and goods of €637 thousand (2021: €4,510 thousand) include raw materials for railway construction (€414 thousand), consumables (€213 thousand) and spare parts for company assets used in production and other residual production costs (€1 thousand).

(€'000)
2022 2021 Variation
Raw materials for railway construction 414 817 (403)
Consumables 213 3,384 (3,171)
Spare parts 1 267 (266)
Other residual production costs 9 42 (33)
Total 637 4,510 (3,873)

23 Services

This caption of €9,479 thousand may be analysed as follows:

(€'000)

2022 2021 Variation
Outsourcing work, technical consultancy 4,748 960 3,788
Insurance and sureties 437 741 (304)
Advisory, legal and notary services 0 708 (708)
Consultants' and temporary workers' fees 73 233 (160)
Costs of employees on secondment 122 93 29
Other external services 0 3,059 (3,059)
Utilities 283 243 40
Directors' fees 1,167 891 276
Statutory auditors' fees 75 49 26
Committee members' fees 67 62 5
Travel, food and accommodation for employees on business trips 865 666 199
Commercial costs 623 394 229
General and administrative costs 293 231 62

Transport 169 337 (168)
Motor vehicles and cars 51 86 (35)
Other services 506 954 (448)
Total 9,479 9,706 (227)

24 Personnel expense

This caption includes all direct and indirect expenses related to the company's employees as follows:

(€'000)
2022 2021 Variation
Wages and salaries 5,789 5,174 615
Social security contributions 1,587 1,361 226
Post-employment benefits, pensions and other benefits 282 276 6
Other costs 827 1,317 (490)
Total 8,485 8,127 358

The next table shows the company's workforce by category:

2022 2021
Managers 17 16
White collars 42 40
Blue collars 32 36
Total 91 92

25 Amortisation, depreciation and impairment losses

Amortisation, depreciation and impairment losses are detailed in the table below:

(€'000)
2022 2021 Variation
Amortisation of intangible assets 109 222 (113)
Depreciation of property, plant and equipment 165 229 (64)
Depreciation of right-of-use assets as per IFRS 16 359 386 (27)
Total 633 837 (204)

For additional information on the amortisation and depreciation methods and impairment losses, reference should be made to the notes to intangible assets (note 1), property, plant and equipment (note 2) and rightof-use assets (note 3).

26 Impairment losses

The table below shows impairment losses determined by applying the expected credit loss model of IFRS 9 to the company's asset categories:

(€'000)

2022 2021 Variation
Trade receivables 376 1,241 (865)
Contract assets 0 0 0
Cash and cash equivalents (7) 8 (15)
Other non-current assets 2 0 2
Other current assets 6 0 6
Current tax assets (9) 13 (22)
Current financial assets 11 26 (15)
Securities 0 22 (22)
Total 379 1,310 (931)

27 Other operating costs

A breakdown of other operating costs in 2022 and 2021 is as follows:

(€'000)
2022 2021 Variation
Rent and leases 302 689 (387)
Indirect taxes and duties 254 358 (104)
Fines and penalties 6 8 (2)
Other costs 220 277 (57)
Total 782 1,331 (549)

Rent and leases include leases of less than 12 months or with underlying assets of a low value for which the company availed of the simplifications allowed by IFRS 16. The standard allows the recognition of the lease payments as a cost over the lease term instead of the recognition of a right-of-use asset and lease liability.

28 Financial income and expense

Financial income and expense are shown below:

2022 2021 Variation
45,094 46,000 (906)
58 1,234 (1,176)
82 1,238 (1,156)
0 238 (238)
2,317 1,320 997
2,686 1,486 1,200
50,237 51,514 (1,277)
(110) (1) (109)
0 0 0
(1,801) (983) (818)
0 (9,737) 9,737

Fair value losses on securities (8,900) 0 (8,900)
Lease costs (52) (72) 20
Financial expense (369) (202) (167)
Exchange losses (1,121) 539 (1,660)
Total (12,353) (10,455) (1,898)

Financial expense includes the net fair value losses on the company's short-term investments due to the widespread downturn in international financial markets. Net fair value losses of €9,737 thousand in 2021 referred to the additional conversion warrants up until their complete extinguishment on 22 July 2021 following their conversion or expiry for not being exercised before the term set in their regulation since the acceleration condition was met.

Other notes

29 Share-based payments

The company has the following share-based payment agreements at the reporting date:

  • 2021-2024 stock grant plan approved by the shareholders during their ordinary meeting of 29 April 2021 and implemented by resolution of the board of directors of 25 June 2021, determining the beneficiaries and the number of rights granted. This plan entails the granting of rights to receive a maximum of 25,463 Salcef Group S.p.A. ordinary shares for free at the end of the vesting period if certain performance objectives are reached. This plan is reserved to 31 executive directors, key management personnel, and/or other employees, consultants and other managerial personnel of Salcef Group S.p.A. and/or of its subsidiaries pursuant to article 93 of Legislative decree no. 58 of 24 February 1998. The rights assigned to each beneficiary are divided into two equal instalments subject to different vesting periods:
  • the first instalment consists of 50% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2022;
  • the second instalment will be for the remaining 50% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2023.

The vesting period starts from the date on which the company and the employees agree to the stock grant plan and both have acknowledged its terms and conditions. This date was 25 June 2021. The fair value of the assigned shares used for the valuation of the 2021-2024 stock grant plan is €13.90.

  • 2022-2025 stock grant plan approved by the shareholders during their ordinary meeting of 29 April 2022 and implemented by resolution of the board of directors of 27 June 2022, determining the beneficiaries and the number of rights granted. This plan entails the granting of rights to receive a maximum of 17,648 Salcef Group S.p.A. ordinary shares for free at the end of the vesting period if certain performance objectives are reached. This plan is reserved to 39 executive directors, key management personnel, and/or other employees, consultants and other managerial personnel of Salcef Group S.p.A. and/or of its subsidiaries pursuant to article 93 of Legislative decree no. 58 of 24 February 1998. The rights assigned to each beneficiary are divided into two equal instalments subject to different vesting periods:
  • the first instalment consists of 50% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2023;
  • the second instalment will be for the remaining 50% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2024.

The vesting period starts from the date on which the company and the employees agree to the stock grant plan and both have acknowledged its terms and conditions. This date was 27 June 2022.

The fair value of the assigned shares used for the valuation of the 2022-2025 stock grant plan is €16.74.

  • 2022-2023 performance shares plan approved by the shareholders during their ordinary meeting of 29 April 2022 and implemented by resolution of the board of directors of 27 June 2022, determining the beneficiaries and the number of rights granted. This plan entails the granting of rights to receive a maximum of 5,540 Salcef Group S.p.A. ordinary shares for free at the end of the vesting period if certain performance objectives are reached. This right is reserved to two beneficiaries. The rights assigned to each beneficiary are divided into two equal instalments subject to different vesting periods:
  • the first instalment consists of 60% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2023;
  • the second instalment will be for the remaining 40% of the rights assigned, which will have a vesting period that will end with the approval of the consolidated financial statements at 31 December 2026.

The vesting period starts from the date on which the company and the employees agree to the performance shares plan and both have acknowledged its terms and conditions. This date was 27 June 2022.

The fair value of the assigned shares used for the valuation of the 2022-2023 performance shares plan is €16.74.

For a detailed description of the incentive plans described, reference should be made to the respective information memorandums prepared pursuant to article 84-bis of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999 as amended and supplemented, published on the company's website www.salcef.com in the Governance/Shareholders' Meeting section.

The cost of these plans in 2022, amounting to €243 thousand (€82 thousand in 2021), is recognised in personnel expense.

30 Commitments and risks

These amount to €30,064 thousand at 31 December 2022, compared to €33,189 thousand at 31 December 2021.

They include sureties given by banks to Salcef Group S.p.A. on behalf of third parties to guarantee the correct performance of ongoing commercial relationships (€29,127 thousand at 31 December 2022 and €32,306 thousand at 31 December 2021) and sureties given to banks for the group companies' loans (€937thousand at 31 December 2022 and €883 thousand at 31 December 2021).

31 Related party transactions

As required by IAS 24, details of financial and trading transactions with related parties are presented at the end of the notes.

In accordance with article 2427.22-bis of the Italian Civil Code, the company did not carry out significant transactions at other than market conditions during the period, either in terms of the prices applied or the reasons underlying them.

During the year, the company provided and received services to/from related parties and recharged costs for mutually-shared services and other services. These transactions took place at normal market conditions and/or on the basis of the effectively incurred costs and are described in the notes to the individual captions. Other than that described herein, no other transactions with related parties took place during the year.

(€'000)
ASSETS AND LIABILITIES Right-of
use assets
Trade
receivables
Non-current
financial
assets
Current
financial
assets
Other
current
assets
Trade
payables
Lease
liabilities
Loans and
borrowings
Other
current
liabilities
Subsidiaries
Salcef S.p.A. 5,727 14,263 11,206 3,566 723
Euro Ferroviaria S.r.l. 735 27,448 2,915 45 931
Overail S.r.l. 337 18,354 2,095
SRT S.r.l. 125 1,006 22,798 678 228
RECO S.r.l. 27 1,018 42 6
Coget Impianti S.r.l. 276 1,643 60
Salcef USA Inc. 30,258
Salcef Deutschland GmbH 30,600
FVCF S.r.l. 1 12,000 750
Associates
Frejus S.c.ar.l.
Other related parties
Consorzio Contese 2
Talia Gestioni S.r.l. 994 1,070
31 December 2022 994 7,229 40,454 122,600 14,039 3,881 1,070 723 938
(€'000)
REVENUE AND COSTS Revenue Other income Raw materials Services Financial
income
Financial
expense
Subsidiaries
Salcef S.p.A. 7,069 365 5 (126) 35,370
Euro Ferroviaria S.r.l. 1,548 29 5,320

Overail S.r.l. 834 2 3,111
SRT S.r.l. 479 88 2,510
RECO S.r.l. 108 (37) 7
Coget Impianti S.r.l. 530 48 9
Salcef Bau GmbH
Salcef USA Inc. 576
Salcef Deutschland GmbH 310
Associates
Frejus S.c.ar.l.
Other related parties
Consorzio Contese 2
Talia Gestioni S.r.l. 50
2022 10,570 444 93 (163) 47,212 50

Revenue and trade receivables from SRT S.r.l., RECO S.r.l., Euro Ferroviaria S.r.l., Salcef S.p.A., Overail S.r.l. and Coget Impianti S.p.A. mainly relate to the services that Salcef Group S.p.A. provided in 2022 to the group companies under the master agreement.

Other income refers to the recharging of costs incurred by Salcef Group S.p.A. on behalf of the subsidiaries. Services provided to Salcef S.p.A. include the secondment of personnel and the restructuring of the new property.

Financial income refers to dividends distributed to the company by Salcef S.p.A. (€35,090 thousand), Euro Ferroviaria S.r.l. (€4,800 thousand), SRT S.r.l. (€2,300 thousand) and Overail S.r.l. (€2,900 thousand). Other financial income and expense include interest accrued on loans granted within the group.

Reference should be made to the respective notes for additional information on trade receivables and payables.

32 Contingent liabilities

Certain subsidiaries are involved in civil, labour law and tax proceedings in connection with the ordinary course of business.

Management does not believe that any of these proceedings present a probable risk of financial expenditure or that they could give rise to significant liabilities in addition to that considered in the provision for risks and charges (see note 17). Consequently, no additional specific provisions are recognised in the separate financial statements at 31 December 2022.

Any adverse developments will be adequately assessed for the purposes of calculating any accruals. With regard to the rumours that appeared in the press in February 2022 making explicit reference to certain group companies, we hereby state that no group companies were involved in the mentioned proceedings.

33 Independent auditors' fees

Pursuant to article 149-duodecies of the Issuers' Regulation, the table below sets out the fees for audit, attestation and other services provided by the independent auditors and members of its network in 2022. The fees are governed by contracts and include any indexing, out-of-pocket expenses and supervisory contributions.

(€'000)
Type of service Service provider Beneficiary 2022 fee
A) Audit services KPMG S.p.A. Salcef Group S.p.A. 214
B) Attestation services KPMG S.p.A. Salcef Group S.p.A. 14
C) Other services KPMG S.p.A. Salcef Group S.p.A. 130
Total 358

Significant non-recurring events and transactions

Salcef Group S.p.A.'s financial position, financial performance and cash flows were not affected by significant non-recurring events or transactions during the year. Moreover, the company did not undertake atypical or unusual transactions in 2022.

Events after the reporting date

No events have taken place from the reporting date to the date of preparation of this report that would have had a significant impact on the company's financial position at 31 December 2022 or its financial performance and cash flows for the year then ended.

Below are details of the events after the reporting date that did not have any impact on the company's financial position at 31 December 2022.

Relocation of administrative and registered offices

In January 2023, the company relocated its registered office from Via di Pietralata 140 to Via Salaria 1027, remaining in Rome.

Croatia's adoption of the Euro

Croatia joined the Eurozone on 1 January 2023, with the Kuna conversion rate set at 7.53450 Kuna per Euro. The effects of translating the foreign currency balances of the subsidiary Salcef S.p.A.'s Croatian branch will be immaterial as the amounts are negligible and the aforementioned conversion rate is very similar to the rate used to translate such foreign operation's balances at 31 December 2022.

Group extends its presence in Scandinavian countries

In 2022, the company signed agreements with the Norway-based Nordic Infrastructure Group to acquire a 60% interest in two companies, Salcef Nordic AS based in Olso (Norway) and Salcef Nordic AB based in Stockholm (Sweden) with a view to expanding the group's presence in Scandinavia. The acquisition of the Norwegian company's shares was finalised in 2023, while the Swedish transaction will be completed over the coming months.

Repurchases of treasury shares

The company continued its treasury share repurchase programme up to 13 March 2023, when it reached the maximum number of treasury shares that can be repurchased as per the terms and methods set by the shareholders at their meeting of 29 April 2022, as described in the "Treasury share repurchase programme" section of the directors' report to which reference should be made.

CEO (Valeriano Salciccia)

Attestation on the separate financial statements

Attestation on the separate financial statements pursuant to article 81-ter of Consob Regulation no. 11971 of 14 May 1999, as amended and supplemented

    1. In accordance with the provisions of article 154-bis.3/4 of Legislative decree no. 58 of 24 February 1998, the undersigned Valeriano Salciccia, CEO, and Fabio de Masi, the manager in charge of financial reporting of Salcef Group S.p.A. attest to:
  • the adequacy with respect to the company's characteristics (taking into account any changes in the year) and
  • the effective application of the administrative and accounting procedures for the preparation of the separate financial statements in 2022.
    1. The activities were carried out considering the organisational structure and execution, control and monitoring processes of company activities for the preparation of the separate financial statements. No material aspects arose in this respect.
      1. Furthermore:

3.1 the separate financial statements:

  • a) have been prepared in accordance with the IFRS endorsed by the European Community pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002;
  • b) match the accounting ledgers and entries;
  • c) give a true and fair view of the financial position, financial performance and cash flows of the issuer and the companies in the consolidation scope.

3.2 The directors' report comprises a reliable analysis of the performance and results of operations, as well as the financial position of the issuer and the companies in the consolidation scope, along with a description of the key risks and uncertainties to which they are exposed.

Rome, 16 March 2023

CEO Manager in charge of financial reporting Valeriano Salciccia Fabio De Masi

Independent auditors' reports

Independent auditors' report on the consolidated financial statements as at and for the year ended 31 December 2022

Independent auditors' report on the separate financial statements as at and for the year ended 31 December 2022

Independent auditors' report on the 2022 consolidated nonfinancial statement

KPMG S.p.A. Revisione e organizzazione contabile Via Curtatone, 3 00185 ROMA RM Telefono +39 06 80961.1 Email [email protected] PEC [email protected]

(The accompanying translated consolidated financial statements of the Salcef Group constitute a nonofficial version which is not compliant with the provisions of Commission Delegated Regulation (EU) 2019/815. This independent auditors' report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative.)

Independent auditors' report pursuant to article 14 of Legislative decree no. 39 of 27 January 2010 and article 10 of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of Salcef Group S.p.A.

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of the Salcef Group (the "group"), which comprise the statement of financial position as at 31 December 2022, the income statement and the statements of comprehensive income, changes in equity and cash flows for the year then ended and notes thereto, which include a summary of the significant accounting policies.

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Salcef Group as at 31 December 2022 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the "Auditors' responsibilities for the audit of the consolidated financial statements" section of our report. We are independent of Salcef Group S.p.A. (the "parent") in accordance with the ethics and independence rules and standards applicable in Italy to audits of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese.

Ancona Bari Bergamo Bologna Bolzano Brescia Catania Como Firenze Genova Lecce Milano Napoli Novara Padova Palermo Parma Perugia Pescara Roma Torino Treviso Trieste Varese Verona

Società per azioni Capitale sociale Euro 10.415.500,00 i.v. Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Vittor Pisani, 25 20124 Milano MI ITALIA

Recoverability of goodwill

Notes to the consolidated financial statements: section on "Accounting policies" - paragraphs "Intangible assets with finite useful lives and goodwill", "Impairment of non-financial assets" and "Use of estimates", note 2 "Goodwill" and note 34 "Acquisition of subsidiaries"

Measurement of contract assets and liabilities and recognition of contract revenue

Notes to the consolidated financial statements: section on "Accounting policies" - paragraphs "Revenue from contracts with customers and contract assets/liabilities", "Use of estimates", note 9 "Contract assets and liabilities" and note 22 "Revenue – Other income"

Key audit matter Audit procedures addressing the key audit matter
The consolidated financial statements at 31 December
2022 include contract assets of €156,034 thousand,
contract liabilities of €77,764 thousand and contract
revenue of €554,709 thousand recognised using the
percentage of completion method based on the output
method.
Measuring contract assets and liabilities and
recognising contract revenue are based on the actual
progress of the work performed at the reporting date
measured on the basis of the contract consideration.
These estimates are affected by many factors,
including:

any claims for additional consideration for contract
variations, price adjustments, incentives and
claims compared to that contractually agreed;

any disputes with customers for fines and
damages;

the contract activities' long timeframe, size and
engineering and operating complexity.
Therefore, we believe that the measurement of contract
assets and liabilities and the recognition of contract
revenue are a key audit matter.
Our audit procedures included:

updating our understanding of the process for the
measurement of contract assets and liabilities and
recognition of contract revenue;

assessing the design and implementation of
controls and performing procedures to assess the
operating effectiveness of material controls;

For a sample of contracts:
analysing contracts with customers in order to
-
check that the significant factors have been
appropriately considered by the group;
visiting work sites;
-
analysing the reasonableness of the
-
assumptions underlying the measurement of
the actual progress of the work performed
through discussions with the contracts' project
controllers and project managers, examining
the correspondence with customers;
analysing the most significant discrepancies
-
between past years' estimates and actual
figures, in order to check the accuracy of the
estimation process;
discussing any claims for additional
-
consideration, fines and damages relating to
contracts with customers with the internal
legal experts and contracts' project managers
and sending requests for information to the
external legal advisors possibly involved;
analysing the events after the reporting date to
-
gather useful information for the measurement
of contract assets and liabilities and
recognition of contract revenue;
assessing the appropriateness of the
-
disclosures provided in the notes about
contract assets, liabilities and revenue.

Responsibilities of the parent's directors and board of statutory auditors ("Collegio Sindacale") for the consolidated financial statements

The directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The directors are responsible for assessing the group's ability to continue as a going concern and for the appropriate use of the going concern basis in the preparation of the consolidated financial statements and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless the directors believe that the conditions for liquidating the parent or ceasing operations exist, or have no realistic alternative but to do so.

The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the group's financial reporting process.

Auditors' responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control;
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;
  • conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the group to cease to continue as a going concern;

  • evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
  • obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance, identified at the appropriate level required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the ethics and independence rules and standards applicable in Italy and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the measures taken to eliminate those threats or the safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year and are, therefore, the key audit matters. We describe these matters in our auditors' report.

Other information required by article 10 of Regulation (EU) no. 537/14

On 5 October 2020, the parent's shareholders appointed us to perform the statutory audit of its separate and consolidated financial statements as at and for the years ending from 31 December 2020 to 31 December 2028.

We declare that we did not provide the prohibited non-audit services referred to in article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the parent in conducting the statutory audit.

We confirm that the opinion on the consolidated financial statements expressed herein is consistent with the additional report to the Collegio Sindacale, in its capacity as audit committee, prepared in accordance with article 11 of the Regulation mentioned above.

Report on other legal and regulatory requirements

Opinion on the compliance with the provisions of Commission Delegated Regulation (EU) 2019/815

The parent's directors are responsible for the application of the provisions of Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (ESEF) to the consolidated financial statements at 31 December 2022 to be included in the annual financial report.

We have performed the procedures required by Standard on Auditing (SA Italia) 700B in order to express an opinion on the compliance of the consolidated financial statements with Commission Delegated Regulation (EU) 2019/815.

In our opinion, the consolidated financial statements at 31 December 2022 have been prepared in XHTML format and have been marked up, in all material respects, in compliance with the provisions of Commission Delegated Regulation (EU) 2019/815.

Due to certain technical limitations, some information included in the notes to the consolidated financial statements when extracted from the XHTML format to an XBRL instance may not be reproduced in an

identical manner with respect to the corresponding information presented in the consolidated financial statements in XHTML format.

Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article 123-bis.4 of Legislative decree no. 58/98

The parent's directors are responsible for the preparation of the group's directors' report and report on corporate governance and ownership structure at 31 December 2022 and for the consistency of such reports with the related consolidated financial statements and their compliance with the applicable law.

We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to express an opinion on the consistency of the directors' report and the specific information presented in the report on corporate governance and ownership structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the group's consolidated financial statements at 31 December 2022 and their compliance with the applicable law and to state whether we have identified material misstatements.

In our opinion, the directors' report and the specific information presented in the report on corporate governance and ownership structure referred to above are consistent with the group's consolidated financial statements at 31 December 2022 and have been prepared in compliance with the applicable law.

With reference to the above statement required by article 14.2.e) of Legislative decree no. 39/10, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report.

Statement pursuant to article 4 of the Consob regulation implementing Legislative decree no. 254/16

The directors of Salcef Group S.p.A. are responsible for the preparation of a consolidated non-financial statement pursuant to Legislative decree no. 254/16. We have checked that the directors had approved such consolidated non-financial statement. In accordance with article 3.10 of Legislative decree no. 254/16, we attested the compliance of the consolidated non-financial statement separately.

Rome, 31 March 2023

KPMG S.p.A.

(signed on the original)

Marco Giordano Director of Audit

KPMG S.p.A. Revisione e organizzazione contabile Via Curtatone, 3 00185 ROMA RM Telefono +39 06 80961.1 Email [email protected] PEC [email protected]

(The accompanying translated separate financial statements of Salcef Group S.p.A. constitute a non-official version which is not compliant with the provisions of Commission Delegated Regulation (EU) 2019/815. This independent auditors' report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative.)

Independent auditors' report pursuant to article 14 of Legislative decree no. 39 of 27 January 2010 and article 10 of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of Salcef Group S.p.A.

Report on the audit of the separate financial statements

Opinion

We have audited the separate financial statements of Salcef Group S.p.A. (the "company"), which comprise the statement of financial position as at 31 December 2022, the income statement and the statements of comprehensive income, changes in equity and cash flows for the year then ended and notes thereto, which include a summary of the significant accounting policies.

In our opinion, the separate financial statements give a true and fair view of the financial position of Salcef Group S.p.A. as at 31 December 2022 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the "Auditors' responsibilities for the audit of the financial statements" section of our report. We are independent of the company in accordance with the ethics and independence rules and standards applicable in Italy to audits of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the separate financial statements of the current year. These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese.

Ancona Bari Bergamo Bologna Bolzano Brescia Catania Como Firenze Genova Lecce Milano Napoli Novara Padova Palermo Parma Perugia Pescara Roma Torino Treviso Trieste Varese Verona

Società per azioni Capitale sociale Euro 10.415.500,00 i.v. Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Vittor Pisani, 25 20124 Milano MI ITALIA

Recoverability of the carrying amount of equity investments measured at cost

Notes to the separate financial statements: section on "Accounting policies" – paragraphs "Equity investments measured at cost", "Impairment of non-financial assets" and "Use of estimates" and note 4 "Equity investments measured at cost"

Key audit matter Audit procedures addressing the key audit matter
The separate financial statements at 31 December Our audit procedures included:
2022 include investments measured at cost of
€138,106 thousand.

updating our understanding of the process adopted
for impairment testing approved by the company's
When there are indicators of impairment, they are board of directors;
tested for impairment, by discounting the cash flows
that are expected to be generated by the investees
using the discounted cash flow model to calculate their
recoverable amount.

updating our understanding of the process adopted
to prepare the 2022-2024 business plan approved
by the company's board of directors (the "plan")
from which the expected cash flows used for
The model is very complex and entails the use of
estimates which, by their very nature, are uncertain and
subjective, about:
impairment testing have been derived, as well as
analysing the reasonableness of the main
assumptions used;

the expected cash flows, calculated by taking into
account the general economic performance and
that of the investees' sector, the cash flows
generated in recent years and the projected growth

analysing the most significant discrepancies
between the previous year business plans' figures
and actual figures, in order to check the accuracy
of the estimation process adopted by the directors;
rates;

the financial parameters used to calculate the
discount rate.

comparing the cash flows used for impairment
testing to the cash flows forecast in the plan and
analysing any discrepancies;
For the above reasons, we believe that the
recoverability of the equity investments measured at
cost is a key audit matter.

involving experts of the KPMG network in the
assessment of the reasonableness of the
impairment testing model and related assumptions,
including by means of a comparison with external
data and information;

assessing the appropriateness of the disclosures
provided in the notes about equity investments
measured at cost and related impairment tests.

Responsibilities of the company's directors and board of statutory auditors ("Collegio Sindacale") for the separate financial statements

The directors are responsible for the preparation of separate financial statements that give a true and fair view in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The directors are responsible for assessing the company's ability to continue as a going concern and for the appropriate use of the going concern basis in the preparation of the separate financial statements and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless the directors believe that the conditions for liquidating the company or ceasing operations exist, or have no realistic alternative but to do so.

The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the company's financial reporting process.

Auditors' responsibilities for the audit of the separate financial statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control;
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;
  • conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the company to cease to continue as a going concern;
  • evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance, identified at the appropriate level required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the ethics and independence rules and standards applicable in Italy and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the measures taken to eliminate those threats or the safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the current year and are, therefore, the key audit matters. We describe these matters in our auditors' report.

Other information required by article 10 of Regulation (EU) no. 537/14

On 5 October 2020, the company's shareholders appointed us to perform the statutory audit of its separate and consolidated financial statements as at and for the years ending from 31 December 2020 to 31 December 2028.

We declare that we did not provide the prohibited non-audit services referred to in article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the company in conducting the statutory audit.

We confirm that the opinion on the separate financial statements expressed herein is consistent with the additional report to the Collegio Sindacale, in its capacity as audit committee, prepared in accordance with article 11 of the Regulation mentioned above.

Report on other legal and regulatory requirements

Opinion on the compliance with the provisions of Commission Delegated Regulation (EU) 2019/815

The company's directors are responsible for the application of the provisions of Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (ESEF) to the separate financial statements at 31 December 2022 to be included in the annual financial report.

We have performed the procedures required by Standard on Auditing (SA Italia) 700B in order to express an opinion on the compliance of the separate financial statements with Commission Delegated Regulation (EU) 2019/815.

In our opinion, the separate financial statements at 31 December 2022 have been prepared in XHTML format in compliance with the provisions of Commission Delegated Regulation (EU) 2019/815.

Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article 123-bis.4 of Legislative decree no. 58/98

The company's directors are responsible for the preparation of a directors' report and a report on corporate governance and ownership structure at 31 December 2022 and for the consistency of such reports with the related separate financial statements and their compliance with the applicable law.

We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to express an opinion on the consistency of the directors' report and the specific information presented in the report on corporate governance and ownership structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the company's separate financial statements at 31 December 2022 and their compliance with the applicable law and to state whether we have identified material misstatements.

In our opinion, the directors' report and the specific information presented in the report on corporate governance and ownership structure referred to above are consistent with the company's separate financial statements at 31 December 2022 and have been prepared in compliance with the applicable law.

With reference to the above statement required by article 14.2.e) of Legislative decree no. 39/10, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report.

Rome, 31 March 2023

KPMG S.p.A.

(signed on the original)

Marco Giordano Director of Audit

KPMG S.p.A. Revisione e organizzazione contabile Via Curtatone, 3 00185 ROMA RM Telefono +39 06 80961.1 Email [email protected] PEC [email protected]

(This independent auditors' report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative.)

Independent auditors' report on the consolidated non-financial statement pursuant to article 3.10 of Legislative decree no. 254 of 30 December 2016 and article 5 of the Consob Regulation adopted with Resolution no. 20267 of 18 January 2018

To the board of directors of Salcef Group S.p.A.

Pursuant to article 3.10 of Legislative decree no. 254 of 30 December 2016 (the "decree") and article 5.1.g) of the Consob (the Italian Commission for listed companies and the stock exchange) Regulation adopted with Resolution no. 20267 of 18 January 2018, we have been engaged to perform a limited assurance engagement on the 2022 consolidated non-financial statement of the Salcef Group (the "group") prepared in accordance with article 4 of the decree and approved by the board of directors on 16 March 2023 (the "NFS").

Our procedures did not cover the information set out in the "EU taxonomy reporting" section of the NFS required by article 8 of Regulation (EU) 852 of 18 June 2020.

Responsibilities of the directors and board of statutory auditors ("Collegio Sindacale") of Salcef Group S.p.A. (the "parent") for the NFS

The directors are responsible for the preparation of an NFS in accordance with articles 3 and 4 of the decree and the "Global Reporting Initiative Sustainability Reporting Standards" issued by GRI - Global Reporting Initiative (the "GRI Standards"), which they have identified as the reporting standards.

The directors are also responsible, within the terms established by the Italian law, for such internal control as they determine is necessary to enable the preparation of an NFS that is free from material misstatement, whether due to fraud or error.

Moreover, the directors are responsible for the identification of the content of the NFS, considering the aspects indicated in article 3.1 of the decree and the group's business and characteristics, to the extent necessary to enable an understanding of the group's business, performance, results and the impacts it generates.

The directors' responsibility also includes the design of an internal model for the management and organisation of the group's activities, as well as, with reference to the aspects identified and disclosed in the NFS, the group's policies and the identification and management of the risks generated or borne.

KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese.

Ancona Bari Bergamo Bologna Bolzano Brescia Catania Como Firenze Genova Lecce Milano Napoli Novara Padova Palermo Parma Perugia Pescara Roma Torino Treviso Trieste Varese Verona

Società per azioni Capitale sociale Euro 10.415.500,00 i.v. Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Vittor Pisani, 25 20124 Milano MI ITALIA

The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, compliance with the decree's provisions.

Auditors' independence and quality control

We are independent in compliance with the independence and all other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards, the IESBA Code) issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. Our company applies International Standard on Quality Control 1 (ISQC Italia 1) and, accordingly, maintains a system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditors' responsibility

Our responsibility is to express a conclusion, based on the procedures performed, about the compliance of the NFS with the requirements of the decree and the GRI Standards. We carried out our work in accordance with the criteria established by "International Standard on Assurance Engagements 3000 (revised) - Assurance Engagements other than Audits or Reviews of Historical Financial Information" ("ISAE 3000 revised"), issued by the International Auditing and Assurance Standards Board applicable to limited assurance engagements. This standard requires that we plan and perform the engagement to obtain limited assurance about whether the NFS is free from material misstatement. A limited assurance engagement is less in scope than a reasonable assurance engagement carried out in accordance with ISAE 3000 revised, and consequently does not enable us to obtain assurance that we would become aware of all significant matters and events that might be identified in a reasonable assurance engagement.

The procedures we performed on the NFS are based on our professional judgement and include inquiries, primarily of the parent's personnel responsible for the preparation of the information presented in the NFS, documental analyses, recalculations and other evidence gathering procedures, as appropriate.

Specifically, we performed the following procedures:

    1. Analysing the material aspects based on the group's business and characteristics disclosed in the NFS, in order to assess the reasonableness of the identification process adopted on the basis of the provisions of article 3 of the decree and taking into account the reporting standards applied.
    1. Analysing and assessing the identification criteria for the reporting scope, in order to check their compliance with the decree.
    1. Comparing the financial disclosures presented in the NFS with those included in the group's consolidated financial statements.
    1. Gaining an understanding of the following:
    2. the group's business management and organisational model, with reference to the management of the aspects set out in article 3 of the decree;
    3. the group's policies in connection with the aspects set out in article 3 of the decree, the achieved results and the related key performance indicators;
    4. the main risks generated or borne in connection with the aspects set out in article 3 of the decree.

Moreover, we checked the above against the disclosures presented in the NFS and carried out the procedures described in point 5.a).

  1. Understanding the processes underlying the generation, recording and management of the significant qualitative and quantitative information disclosed in the NFS.

Specifically, we held interviews and discussions with the management personnel of the parent, Salcef S.p.A., Delta Railroad Construction Inc., Overail S.r.l. and Coget Impianti S.r.l.. We also performed selected procedures on documentation to gather information on the processes and procedures used to gather, combine, process and transmit non-financial data and information to the office that prepares the NFS.

Furthermore, with respect to significant information, considering the group's business and characteristics:

  • at group level:
    • a) we held interviews and obtained supporting documentation to check the qualitative information presented in the NFS and, specifically, the business model, the policies applied and main risks for consistency with available evidence;
    • b) we carried out analytical and limited procedures to check, on a sample basis, the correct aggregation of data in the quantitative information;
  • we respect to Salcef Group S.p.A., Salcef S.p.A., Delta Railroad Construction Inc., Overail S.r.l. and Coget Impianti S.r.l., which we have selected on the basis of their business, contribution to the key performance indicators at consolidated level and location, we obtained documentary evidence supporting the correct application of the procedures and methods used to calculate the indicators. We visited the parent and Salcef S.p.A. to meet their management.

Conclusion

Based on the procedures performed, nothing has come to our attention that causes us to believe that the 2022 consolidated non-financial statement of the Salcef Group has not been prepared, in all material respects, in accordance with the requirements of articles 3 and 4 of the decree and the GRI Standards.

Our conclusion does not extend to the information set out in the "EU taxonomy reporting" section of the NFS required by article 8 of Regulation (EU) 852 of 18 June 2020.

Rome, 31 March 2023

KPMG S.p.A.

(signed on the original)

Marco Giordano Director of Audit

Report of the board of statutory auditors

SALCEF GROUP S.p.A

**********

REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS' MEETING DRAWN UP PURSUANT TO ART. 153 OF THE LEGISLATIVE DECREE 58/1998 AND ART. 2429 OF THE CIVIL CODE

**********

Dear Shareholders,

in compliance with the art. 153 Legislative Decree no. 58 of 24 February 1998, we present this Report to report to you on the supervisory and control activity carried out during the year, also in our role as Internal Control and Audit Committee, concluded with the financial statements as at 31 December 2022, financial statements which are presented to you accompanied by the report on management performance and the information documents in which the performance of Salcef Group S.p.A. is adequately illustrated. (hereinafter also the "Company") and its subsidiaries, with equity, economic and financial data and the results achieved.

This report has been drafted in compliance with current legislation on companies listed on the stock exchange, since the Company's shares are traded on Euronext Milan organized and managed by Borsa Italiana S.p.A. Salcef Group S.p.A. is the holding company of the Group and therefore also draws up the consolidated financial statements; it is not subject to the direction and coordination of others.

Appointment and activities of the Board of Statutory Auditors

The Board of Statutory Auditors in office at the date of this Report was appointed, for the three-year period 2022-2024, by the Shareholders' Meeting of 29 April 2022.

Upon taking office, the Board verified the existence of the independence requirements of its members and the absence of hypotheses of ineligibility or forfeiture of the same pursuant to articles 2399 of the civil code and 148, paragraph 3, T.U.F. and of the Corporate Governance Code (formerly the Code of Conduct for listed companies), and verified their compliance with the limits on the accumulation of offices set out in art. 144-terdecies of the Issuers' Regulation, in compliance with the Regulation adopted by the Board itself. The Board also carried out the self-assessment of its members, also verifying the adequacy of its composition; the results of this self-assessment process were communicated to the Board of Directors.

As regards the control of the accounts and the financial statements, this was carried out by the Independent Auditors KPMG S.p.A., a task conferred by the Shareholders' Meeting of 5 October

2020 for the period 2020-2028.

During the financial year ended 31 December 2022, the Board of Statutory Auditors carried out the supervisory activity required by law, in particular pursuant to the combined provisions of article 149, paragraph 1 of Legislative Decree 24 February 1998 n. 58 and of the art. 19, paragraph 1 of Legislative Decree 27 January 2010, n. 39 as amended by Legislative Decree 17 July 2016, n. 135 also taking into account the rules of conduct of the board of statutory auditors of listed companies recommended by the National Council of Chartered Accountants and Accounting Experts, the CONSOB provisions on corporate controls and the indications contained in the Corporate Governance Code of Borsa Italiana to which the Company has joined.

During the year, n. 13 meetings of the Board of Statutory Auditors (of which 6 in its current composition and 7 in its previous composition) the results of which were duly reported in the appropriate minutes.

The Board of Statutory Auditors participated in the meetings of the corporate bodies, carried out periodic checks and met the heads of the Independent Auditors, the members of the Control and Risk Committee and the Manager in charge of preparing the corporate accounting documents, for an exchange of information on the activity carried out and on the control programmes. Also through participation in the aforementioned meetings, as well as on the occasion of meetings with the top management of the Company, and in exchanges with the control bodies of the subsidiaries, the Board received information on the activity carried out and on the management acts performed.

Among the significant events of the year, which the Board of Statutory Auditors deems it appropriate to recall in consideration of their relevance and consistency with the strategic lines of the Salcef Group, we highlight:

  • the proportional partial demerger of Coget Impianti S.p.A. in favor of Salcef S.p.A., an operation aimed at rationalizing and making the activities of the Salcef Group more efficient through the transfer to the Beneficiary company of the business unit destined for the design, construction and maintenance of electric contact lines for electric traction (the " TE Branch");

  • the acquisition, through the subsidiary Euro Ferroviaria S.r.l., of the company branch operating in the railway sector owned by the PSC S.p.A. Group, functional to the Group's objective of consolidating its leadership in the electric railway traction sector, as well as preparatory to the development of new business segments;

  • the acquisition of Francesco Ventura Costruzioni Ferroviarie S.r.l., a company active in the railway infrastructure sector, for the design, construction, maintenance and renewal of railway lines, completed on 23 December 2022 upon fulfillment of the last conditions precedent envisaged in the preliminary agreements. For detailed information and, for the other significant transactions carried

out, please refer to the Report on Operations, noting that, on the basis of the information acquired and the supervision carried out, the Board can reasonably affirm that the management choices were made having adequate information flows are available.

Pursuant to art. 153 of Legislative Decree 58/1998 (hereinafter also "TUF"), also taking into account the indications provided by Consob Communication n. 1025564 of 6 April 2001 and subsequent updates, we report the following:

• we have supervised compliance with the law and the articles of association;

• we obtained from the Directors, with due periodicity, information on the general management performance and its foreseeable evolution as well as on the activity carried out and on the operations of greater economic, financial and equity significance carried out during the year, also through subsidiaries , verifying that they were compliant with the law and the deed of incorporation and that they were not manifestly imprudent or risky, in potential conflict of interest, in contrast with the resolutions passed by the shareholders' meeting, or such as to compromise the integrity of the corporate assets and the business continuity;

• we have not found or received indications from the Board of Directors, from the Independent Auditors or from the Control and Risk Committee regarding the existence of atypical and/or unusual transactions carried out with third parties, related parties or infragroup companies;

• if the conditions do not exist, no information has been given in the directors' management report on atypical and/or unusual transactions;

• the directors have provided explanations in the report on management performance, in the explanatory notes to the consolidated financial statements of the Salcef Group and in the explanatory notes to the separate financial statements of Salcef Group S.p.A., of the transactions of an ordinary nature carried out during the year with related parties or intragroup company. We refer to these documents as far as we are concerned and in particular as regards the description of their characteristics and the related economic and equity effects.

In relation to these transactions, as well as the Board of Directors and the Control and Risk Committee, we have verified the existence and compliance with procedures suitable for guaranteeing that the same are concluded under congruous conditions and that respond to the interests of the Company and that they can reasonably considered to be compliant with the principles of good administration, compatible with the Company's articles of association and consistent with the spirit of current legislation;

• we supervised the compliance of the Procedure relating to transactions with related parties, established pursuant to Consob Regulation 17221 of 12 March 2010 and subsequent amendments and additions, to the principles contained in the Regulation itself, as well as the effective observance of

the same Procedure by the Company .;

• we have ascertained that the information flows provided by the subsidiaries are adequate to carry out the control activity of the annual and interim accounts pursuant to art. 114, paragraph 2 of the T:U.F.

• the Independent Auditors sent the Board of Statutory Auditors its Reports on the separate and consolidated financial statements of the Group closed on 31 December 2022, issued on 31 March 2023 pursuant to art. 14 of the Legislative Decree n. 39 of 27 January 2010 and of the art. 10 of EU Regulation 537/2014, in which an opinion on the financial statements is expressed without exceptions, findings or disclosures, thereby certifying that the same complies with the rules that govern it, including the provisions of the ESEF regulation. The reports also include the judgment of conformity and consistency required by art. 14, paragraph 2, lett. e), of the same Legislative Decree and a section in which four key aspects of the audit were illustrated (Key Audit Matters);

• during the year, or subsequently, up to the drafting date of this report, no complaints pursuant to art. 2408 of the Civil Code, nor were any complaints received;

• to the auditing firm KPMG S.p.A., the Company has not conferred any assignments not permitted by law, as envisaged by the law, the further assignments have been previously authorized by the Board of Statutory Auditors. Details of the fees for the year paid to the independent auditors KPMG S.p.A. is reported in the Annex to the notes of the 2022 consolidated financial statements, as required by article 149-duodecies, second paragraph, of Legislative Decree no. 58/1998 and by CONSOB Resolution no. 11571 of 05/14/1999. During the year, the Independent Auditors did not issue opinions pursuant to the law in the absence of the occurrence of the conditions for their release. From the supervision of the Board of Statutory Auditors on the independence of the Independent Auditors, carried out pursuant to art. 19 of Legislative Decree 39/2010, no critical aspects to report emerged;

• we verified the correct application of the assessment criteria and procedures adopted by the Board of Directors to assess the independence of its members. We also verified compliance with the independence criteria of the members of the Board of Statutory Auditors itself;

• during the year, the Board (in its previous composition) attended the Shareholders' Meeting held on 29 April 2022;

• during the year, the Board of Statutory Auditors, or its Chairman and/or other Statutory Auditor, participated in no. 9 meetings of the Board of Directors, to n. 5 meetings of the Related Parties Committee, to n. 10 meetings of the Control and Risk Committee and no. 6 meetings of the Appointments and Remuneration Committee;

• we have acquired knowledge and supervised, to the extent of our competence, compliance with the principles of correct administration and the adequacy of the organizational structure and the

instructions given by the Company to the subsidiaries pursuant to art. 114, paragraph 2, of Legislative Decree 58/1998, through direct observations, acquisition of information from the heads of the competent corporate functions, meetings with the Independent Auditors, with the Manager in charge of preparing the corporate accounting documents as well as with the boards of statutory auditors of the subsidiaries for the purpose of mutual exchange of relevant data and information with the Supervisory Body referred to in Legislative Decree no. 231/01 which informed about the activity carried out during the year 2022;

• we have acquired knowledge and supervised, to the extent of our competence pursuant to art. 19 of Legislative Decree 39/2010, on the adequacy and effectiveness of the internal control and risk management system, on the activity carried out by the internal auditor, on the adequacy and effectiveness of the administrative-accounting system, on the reliability of the latter in correctly representing management events, by obtaining information from the heads of the respective functions, examining the company documents and the work performed by the Independent Auditors, participating in the meetings of the Control Committee and Risks and through meetings with the directors in charge of the internal control and risk management system and with the Manager in charge of preparing the corporate accounting documents;

• we supervised the financial reporting process pursuant to art. 19 of Legislative Decree 39/2010;

• on 30 March 2023, the Independent Auditors released the report required by art. 19 of Legislative Decree 39/2010 and by art. 11 of EU Regulation 537/2014 from which there is no evidence of significant deficiencies in the internal control and risk management system. Attached to this Report, the Independent Auditors presented the declaration of independence to the Board of Statutory Auditors, as required by art. 6 of Regulation (EU) no. 537/2014 from which no situations emerge that could compromise their independence. The Board also took note of the 2022 Transparency Report prepared by the independent auditors, published on its website pursuant to art. 13 of the EU Regulation. 537/2014;

• following the contacts with the corresponding bodies of the subsidiaries, no significant aspects or aspects worthy of mention emerged;

• during the meetings held with the Independent Auditors pursuant to art. 150, paragraph 3, of Legislative Decree 58/1998, no significant or worthy of mentioning aspects emerged, nor were significant deficiencies found in the internal control system in relation to the financial reporting process;

• we have ascertained, through direct checks and information obtained from the Independent Auditors and the Manager in charge of preparing the corporate accounting documents, compliance with the provisions of the law relating to the formation and setting up of the consolidated financial statements

of the Salcef Group, the separate branch of Salcef Group S.p.A. and the respective explanatory notes. The Board also ascertained that in the financial statements file, in the explanatory and supplementary notes to the consolidated and statutory financial statements, information pertaining to pending disputes and potential liabilities learned in the context of the supervisory activity carried out was reported. The Board has carefully monitored and continues to follow the procedural events referred to therein, maintaining constant dialogue with the top management and with the lawyers concerned. To date we have no evidence to report;

• we monitored compliance with the law regarding the preparation of the consolidated non-financial statement of the Salcef Group for the year 2022 drawn up pursuant to articles 3 and 4 of Legislative Decree 30 December 2016, n. 254 and compliant with the GRI Sustainability Reporting Standards and the "Guidelines on the disclosure of non-financial information" issued by the European Commission on 26 June 2017, the "Public statement on European common enforcement priorities for 2020 annual financial reports" published by ESMA dated 28 October 2020. The document also responds to the requests of EU Regulation 852/2020 and of the Delegated Act relating to article 8 of the same Regulation regarding activities, capital expenditure and operating expenses associated with eco-sustainable activities.

The non-financial statement, included in the Management Report, was approved by the Company's Board of Directors on 16 March 2023 and, in accordance with the provisions of Legislative Decree 254/2016, subjected to a compliance opinion by the independent auditors KPMG S.p.A.. The Board of Statutory Auditors received periodic updates on the preparatory activities and support processes for the preparation of the non-financial statement during meetings with the responsible functions.

Salcef Group S.p.A. granted KPMG S.p.A. the assignment provided for by article 3, paragraph 10 of Legislative Decree 254/2016 and by art. 5 of the Consob Regulation implementing the Decree (adopted with Resolution no. 20267 of 18 January 2018). KPMG has issued a report expressing a judgment of conformity (limited assurance engagement) pursuant to articles 3 and 4 of Legislative Decree 254/2016 on the basis of a verification activity conducted in compliance with the ISAE3000 "International Standard on Assurance Engagements 3000 - Revised". The Board of Statutory Auditors has no remarks to formulate regarding the non-financial declaration of the Salcef Group;

• we acknowledge that the Report on Corporate Governance and the ownership structure relating to the 2022 financial year, pursuant to art. 123-bis, paragraph 2, lett. d-bis) of the TUF, illustrates in detail the application principles and criteria adopted by the Company, in order to explain which recommendations of the aforementioned Code have been adopted and in force for the 2022 financial year, and with which methods and behaviors have actually been applied, recalling also the information provided on remuneration in the Remuneration Report approved by the Board of

Directors pursuant to art. 123-ter of Legislative Decree no. 58/1998, reports the information requested about the diversity policies applied by Salcef Group in relation to the composition of the administrative body and the board of statutory auditors in relation to aspects such as age, gender composition and training and professional background, as well as a description of the objectives, methods of implementation and results of these policies. As far as its specific competence is concerned, the Board of Statutory Auditors supervised the methods of concrete implementation of the corporate governance rules which the Company, through disclosure to the public, declared to comply with, taking care, among other things, that in the Corporate Governance Report of Salcef Group S.p.A. the results of the verification by the Board of Statutory Auditors regarding the existence of the independence requirements for the Statutory Auditors, determined on the basis of the same criteria established with reference to the Independent Directors referred to in the current Corporate Governance Code as adopted by the Company, were presented;

• the Board issued the opinions or formulated the observations requested by the legislation in force, in particular regarding the remuneration due to directors vested with particular offices;

• we have supervised, pursuant to art. 19 of Legislative Decree 39/2010, on the statutory audit of the annual and consolidated accounts;

Taking all of the foregoing into account, we have not identified, in our areas of responsibility, any impediments to the approval of the financial statements as at 31 December 2022, nor any observations on the proposal for the allocation of the operating result contained in the report on operations as at separate financial statements of Salcef Group S.p.A., prepared by the Board of Directors.

Rome, 31 March 2023

For the Board of Statutory Auditors

Pierluigi Pace – Chairman

Maria Assunta Coluccia

Giovanni Bacicalupi

Annexes

GRI Content Index

SASB - GRI matrix

EU Taxonomy tables

GRI Content Index

GRI 1-3

GRI Content Index – In accordance with the GRI Standards
Statement of use Salcef Group's consolidated non-financial statement for the period from
1 January to 31 December 2022 has been prepared in accordance with
the GRI standards.
GRI 1 adopted GRI 1 Foundation 2021
GRI
Sector
Standards
applicable
Not applicable/not available

GRI Standards – General disclosures

Disclosure Location Omission GRI sector
standard
No. Description Omitted
requirements
Reason Explanation Reference no.
GRI 2: General Disclosures 2021
The organization and its reporting practices
2-1 Organizational details Annual report
2-2 Entities included in the
organization's sustainability
reporting
Methodological note
Annual report
2-3 Reporting period, frequency and
contact point
Methodological note
2-4 Restatements of information Methodological note
2-5 External assurance Independent auditors' report
Activities and workers
2-6 Activities, value chain and other
business relationships
2.1 Business model and strategy / Value
chain and business relationships
2.1 Business model and strategy /
Salcef's sustainable development
strategy and commitment
2-7 Employees 2.5 Sustainability performance / Human
resources
2-8 Workers who are not employees 2.5 Sustainability performance / Human
resources
Governance
2-9 Governance structure and
composition
2.2 Governance and responsible
business conduct / Company bodies
and committees
2.2 Governance and responsible
business conduct / Corporate
governance

2-10 Nomination and selection of the
highest governance body
2.2 Governance and responsible
business conduct / Company bodies
and committees
2-11 Chair of the highest governance
body
2.2 Governance and responsible
business conduct / Company bodies
and committees
2-12 Role of the highest governance
body in overseeing the
management of impacts
2.2 Governance and responsible
business conduct / Company bodies
and committees
2-13 Delegation of responsibility for
managing impacts
2.2 Governance and responsible
business conduct / Corporate
governance
2-14 Role of the highest governance
body in sustainability reporting
2.2 Governance and responsible
business conduct / Corporate
governance
2-15 Conflicts of interest 2.2 Governance and responsible
business conduct / Company bodies
and committees
2-16 Communication of critical concerns 2.2 Governance and responsible
business conduct / Corporate
governance
2-17 Collective knowledge of the highest
governance body
2.2 Governance and responsible
business conduct / Company bodies
and committees
2-18 Evaluation of the performance of
the highest governance body
2.2 Governance and responsible
business conduct / Corporate
governance
2-19 Remuneration policies 2.2 Governance and responsible
business conduct / Corporate
governance
2-20 Process to determine remuneration 2.2 Governance and responsible
business conduct / Corporate
governance
2-21 Annual total compensation ratio Confidentia

lity constraints Not included in the 2022 NFS

2-22 Statement on sustainable
development strategy
Letter to the stakeholders
2-23 Policy commitments 2.1 Business model and strategy /
Salcef's sustainable development
strategy and commitment
2.2 Governance and responsible
business conduct / Responsible
business conduct
2.2 Governance and responsible
business conduct / Management
systems
2-24 Embedding policy commitments 2.1 Business model and strategy /
Salcef's sustainable development
strategy and commitment
2.2 Governance and responsible
business conduct / Responsible
business conduct
2.2 Governance and responsible
business conduct / Management
systems
2-25 Processes to remediate negative
impacts
2.2 Governance and responsible
business conduct / Responsible
business conduct
2-26 Mechanisms for seeking advice and
raising concerns
2.2 Governance and responsible
business conduct / Responsible
business conduct

Strategy, policies and practice

2-27 Compliance with laws and
regulations
2.2 Governance and responsible
business conduct / Legislative
compliance
2-28 Membership associations 2.2 Governance and responsible
business conduct / Participation in
external initiatives and memberships
Stakeholder engagement
2-29 Approach to stakeholder
engagement
2.1 Business model and strategy /
Stakeholders: role and engagement
2-30 Collective bargaining agreements 2.5 Sustainability performance / Human
resources

GRI Standards – Disclosures on material topics / Topic-specific disclosures

The tables provide the GRI Topic Standards reference used to report on the material topics. The following information is provided for a clearer understanding:

  • The standards reported in the table relate to the reporting of the material topics identified.
  • Any disclosure requirements in the standards referring to the material topics which are not relevant to the business model and impacts of operations are shown in the list but flagged as omitted as they do not apply.
  • Any omissions of the disclosure recommendations / requirements in the standards referring to the material topics which are not reported, in whole or in part, and the reasons for such omission, in relation to the unavailability of the information and quantitative data, are reported.
  • Unless specified otherwise, the GRI Standards published in 2016 were used. For disclosures on water withdrawals and occupational health and safety, GRI 303 Water and effluents 2018 and GRI 403 Occupational health and safety 2018, respectively, were used. For the disclosures on waste, GRI 306 Waste 2020 was used. For disclosures on taxation, GRI 207 Tax 2019 was applied.
  • Sector standard not published / available (not applicable).
Disclosure Location Omission GRI sector
standard
No. Description Omitted
requirement
s
Reason Explanation Reference
no.
GRI 3: Material Topics 2021
3-1 Process to determine material
topics
2.1 Business model and strategy
/ Stakeholders: role and
engagement
Risk management
2.4 Material topics / Impacts and
material topics
3-2 List of material topics 2.4 Material topics / Material
topics for Salcef Group
Material
topic
Financial performance
3-3 Management of material
topics
Annual report
Topic-specific GRI standards
[Economic topics]
201-1 Direct economic value
generated and distributed
Annual report
201-4 Financial assistance received Annual report

from government

Material
topic
Investments - innovation
and digitisation
3-3 Management of material
topics
Topic-specific GRI standards
[Economic topics]
203-1 Infrastructure investments
and services supported
Annual report
203-2 Significant indirect economic
impacts
2.1 Business model and strategy
/ Salcef's sustainable
development strategy and
commitment
n.a. Disclosure not
relevant to the
business model
and impacts of
Material
topic
Business ethics and
integrity and compliance
3-3 Management of material
topics
2.5 Sustainability performance /
Compliance and integrity in
business
Topic-specific GRI standards
[Economic topics]
205-1 Operations assessed for risks
related to corruption
2.5 Sustainability performance /
Compliance and integrity in
business
205-2 Communication and training
about anti-corruption policies
and procedures
2.5 Sustainability performance /
Compliance and integrity in
business
205-3 Confirmed incidents of
corruption and actions taken
2.5 Sustainability performance /
Compliance and integrity in
business
206-1 Legal actions for anti
competitive behavior, anti
trust, and monopoly practices
2.5 Sustainability performance /
Compliance and integrity in
business
207-1 Approach to tax 2.5 Sustainability performance /
Compliance and integrity in
business
207-2 Tax governance, control, and
risk management
2.5 Sustainability performance /
Compliance and integrity in
business
207-3 Stakeholder engagement and
management of concerns
related to tax
2.5 Sustainability performance /
Compliance and integrity in
business
207-4 Country-by-country reporting 2.5 Sustainability performance /
Compliance and integrity in
business
Materials and use of natural
resources
Management of material 2.5 Sustainability performance /
topics Materials
Topic-specific GRI standards
[Environmental topics]
Materials used by weight or 2.5 Sustainability performance /
volume Materials
Recycled input materials used 2.5 Sustainability performance /
Reclaimed products and their n.a. Disclosure not
business model
packaging materials Materials relevant to the

Material topic Energy consumption and efficiency 3-3 Management of material topics 2.5 Sustainability performance / Energy, emissions and climate change Topic-specific GRI standards [Environmental topics] 302-1 Energy consumption within the organization 2.5 Sustainability performance / Energy, emissions and climate change 302-2 Energy consumed outside of the organization Information not available / incomplete See 305-3. Mapping and analysis underway focussed primarily

on the other indirect (Scope 3) GHG emissions

and impacts of operations

operations

302-3 Energy intensity 2.5 Sustainability performance /
Energy, emissions and climate
change
302-4 Reduction of energy 2.5 Sustainability performance /
consumption Energy, emissions and climate
change
302-5 Reductions in energy
requirements of products and
services

n.a. Disclosure not relevant to the business model and impacts of operations

Material
topic
Water withdrawal and
consumption
3-3 Management of material
topics
2.5 Sustainability performance /
Water
Topic-specific GRI standards
[Environmental topics]
303-1 Interactions with water as a
shared resource
2.5 Sustainability performance /
Water
303-2 Management of water
discharge-related impacts
2.5 Sustainability performance /
Water
303-3 Water withdrawal 2.5 Sustainability performance /
Water
303-4 Water discharge 2.5 Sustainability performance /
Water
303-5 Water consumption 2.5 Sustainability performance /
Water
Material
topic
COemissions and climate
change
3-3 Management of material
topics
2.5 Sustainability performance /
Energy, emissions and climate
change
Topic-specific GRI standards
[Environmental topics]
305-1 Direct (Scope 1) GHG
emissions
2.5 Sustainability performance /
Energy, emissions and climate
change
305-2 Energy indirect (Scope 2) 2.5 Sustainability performance /
GHG emissions Energy, emissions and climate
change
305-3 Other indirect (Scope 3) GHG
emissions
2.5 Sustainability performance /
Energy, emissions and climate
change
Gross other
indirect
(Scope 3)
GHG
emissions in
tCO2 and
consequent
other specific
requirements
Information not
available /
incomplete
Mapping of the
perimeter of the
Scope 3 GHG
emissions to be
completed
305-4 GHG emissions intensity 2.5 Sustainability performance /
Energy, emissions and climate
change
305-5 Reduction of GHG emissions GHG
emissions
reduction
directly
related to
specific
initiatives, in
tCO2 or
CO2e and
consequent
other specific
Information not
available /
incomplete
Salcef has not yet
defined specific
targets for the
detailed reporting
of the reduction of
its GHG emissions
pursuant to 305-5.

305-6 Emissions of ozone-depleting substances (ODS)

requirements

n.a. Emissions of ozone-depleting substances are immaterial to Salcef Group's operations.

305-7 Nitrogen oxide (NOx), sulfur oxides (SOx) and other significant air emissions

2.5 Sustainability performance / Energy, emissions and climate change

Material
topic
Waste management and the
circular economy
3-3 Management of material
topics
2.5 Sustainability performance /
Waste generation and
management
Topic-specific GRI standards
[Environmental topics]
306-1 Waste generation and
significant waste-related
impacts
2.5 Sustainability performance /
Waste generation and
management
306-2 Management of significant
waste-related impacts
2.5 Sustainability performance /
Waste generation and
management
306-3 Waste generated 2.5 Sustainability performance /
Waste generation and
management
306-4 Waste diverted from disposal 2.5 Sustainability performance /
Waste generation and
management
306-5 Waste directed to disposal 2.5 Sustainability performance /
Waste generation and
management
Material
topic
Supply chain management
3-3 Management of material
topics
2.5 Sustainability performance /
Supply chain management
Topic-specific GRI standards
204-1 Proportion of spending on
local suppliers
2.5 Sustainability performance /
Supply chain management
308-1 New suppliers that were
screened using
environmental criteria
2.5 Sustainability performance /
Supply chain management
308-2 Negative environmental
impacts in the supply chain
and actions taken
n.a. Disclosure not
relevant to the
business model
and impacts of
operations
414-1 New suppliers that were
screened using social criteria
2.5 Sustainability performance /
Supply chain management
414-2 Negative social impacts in the
supply chain and actions
taken
n.a. Disclosure not
relevant to the
business model
and impacts of
operations
Material
topic
Attraction and
enhancement of human
resources
3-3 Management of material
topics
2.5 Sustainability performance /
Human resources
Topic-specific GRI standards
[Social topics]
401-1 New employee hires and
employee turnover
2.5 Sustainability performance /
Human resources
401-2 Benefits provided to full-time
employees that are not
provided to temporary or
part-time employees
2.5 Sustainability performance /
Human resources
401-3 Parental leave 2.5 Sustainability performance /
Human resources
404-1 Average hours of training per
year per employee
2.5 Sustainability performance /
Human resources
404-2 Programs for upgrading
employee skills and transition
assistance programs
2.5 Sustainability performance /
Human resources
404-3 Percentage of employees
receiving regular
performance and career
development reviews
2.5 Sustainability performance /
Human resources

Material
topic
Occupational health and
safety
3-3 Management of material
topics
2.5 Sustainability performance /
Occupational health and safety
Topic-specific GRI standards
[Social topics]
403-1 Occupational health and
safety management system
2.5 Sustainability performance /
Occupational health and safety
403-2 Hazard identification, risk
assessment, and incident
investigation
2.5 Sustainability performance /
Occupational health and safety
403-3 Occupational health services 2.5 Sustainability performance /
Occupational health and safety
403-4 Worker participation,
consultation, and
communication on
occupational health and
safety
2.5 Sustainability performance /
Occupational health and safety
403-5 Worker training on
occupational health and
safety
2.5 Sustainability performance /
Occupational health and safety
403-6 Promotion of worker health 2.5 Sustainability performance /
Occupational health and safety
403-7 Prevention and mitigation of
occupational health and
safety impacts directly linked
by business relationships
2.5 Sustainability performance /
Occupational health and safety
403-8 Workers covered by an
occupational health and
safety management system
2.5 Sustainability performance /
Occupational health and safety
403-9 Work-related injuries 2.5 Sustainability performance /
Occupational health and safety
403-10 Work-related ill health 2.5 Sustainability performance /
Occupational health and safety
Material
topic
Working environment -
Diversity and equal
opportunities
3-3 Management of material
topics
2.5 Sustainability performance /
Human resources
Topic-specific GRI standards
[Social topics]
405-1 Diversity of governance
bodies and employees
2.2 Governance and responsible
business conduct / Company
bodies and committees
2.5 Sustainability performance /
Human resources
405-2 Ratio of basic salary and
remuneration of women to
men
2.5 Sustainability performance /
Human resources
406-1 Incidents of discrimination
and corrective actions taken
2.5 Sustainability performance /
Human resources
Material
topic
Engagement with and
development of the local
area/suppliers and local
communities
3-3 Management of material
topics
2.5 Sustainability performance /
Development of the local area
and communities
Topic-specific GRI standards
[Social topics]
413-1 Operations with local
community engagement,
impact assessments, and
development programs
2.5 Sustainability performance /
Development of the local area
and communities
413-2 Operations with significant
actual and potential negative
impacts on local communities
n.a. Disclosure not
relevant to the
business model
and impacts of
operations

Material
topic
Product and service quality
and safety
3-3 Management of material
topics
2.5 Sustainability performance /
Product and service quality and
safety
Topic-specific GRI standards
[Social topics]
416-1 Assessment of the health and
safety impacts of product and
service categories.
2.5 Sustainability performance /
Product and service quality and
safety
416-2 Incidents of non-compliance
concerning the health and
safety impacts of products
and services
2.5 Sustainability performance /
Product and service quality and
safety
Material
topic
Cybersecurity and privacy
3-3 Management of material
topics
2.5 Sustainability performance /
Compliance and integrity in
business
Topic-specific GRI standards
[Social topics]
418-1 Substantiated complaints 2.5 Sustainability performance /

concerning breaches of customer privacy and losses of customer data Compliance and integrity in business

2022 Integrated Annual Report 433

SASB – GRI Matrix

Sectors: INFRASTRUCTURE - ENGINEERING
& CONSTRUCTION SERVICES
Material topic
SALCEF GROUP'S NFS
Dimension General
Issue
Category
Disclosure
Topic / Code
Description GRI
Standard
Disclosure Chapter/Paragraph
Environmental
Impacts of
Project
Development
/ IF-EN-160a.1
Number of incidents
of non-compliance
with environmental
permits, standards,
and regulations
Ethics and
integrity in
business
operations and
compliance
2-27 Compliance with
laws and
regulations
Environment Ecological
impacts
Environmental
Impacts of
Project
Development
/ IF-EN-160a.2
Discussion of
processes to assess
and manage
environmental risks
associated with
project design,
using
308-1
criteria
Supply chain
management
308-2
New suppliers that
were screened
environmental
siting, and
construction
Negative
environmental
impacts in the
supply chain and
actions taken
Structural
Integrity &
Safety / IF-EN
250a.1
Amount of defect
and safety-related
rework costs
416-1 Assessment of the
health and safety
impacts of product
and service
categories.
Social
Capital
Product
quality and
safety
Structural
Integrity &
Safety / IF-EN
250a.2
Total amount of
monetary losses as a
result of legal
proceedings
associated with
defect- and safety
related incidents
Product and
service quality
and safety
416-2 Incidents of non
compliance
concerning the
health and safety
impacts of
products and
services
Human
Capital
Employee
Health &
Safety
Workforce
Health &
Safety / IF-EN
320a.1
(1) Total recordable
incident rate (TRIR)
and (2) fatality rate
for (a) direct
employees and (b)
contract employees
Occupational
health and
safety
403-9 Work-related
injuries
Business
Model &
Innovation
Product
Design &
Lifecycle
Management
Lifecycle
Impacts of
Buildings &
Infrastructure
/ IF-EN-410a.1
Lifecycle
Impacts of
Buildings &
Infrastructure
/ IF-EN-410a.2
Number of (1)
commissioned
projects certified to a
third-party
multiattribute
sustainability
standard and (2)
active projects
seeking such
certification
Discussion of
process to
incorporate
operational-phase
energy and water
efficiency
considerations into
project planning and
design

Climate
Impacts of
Business Mix /
IF-EN-410b.1
Amount of backlog
for (1) hydrocarbon
related projects and
(2) renewable energy
projects
Amount of backlog
Energy
consumption
and efficiency
302-5 Reductions in
energy
requirements of
products and
services
Climate
Impacts of
Business Mix /
IF-EN-410b.2
cancellations
associated with
hydrocarbon related
projects
Amount of backlog
Investments -
innovation and
203-1 Infrastructure
investments and
services
Climate
Impacts of
Business Mix /
IF-EN-410b.3
for non-energy
projects associated
with climate change
mitigation
digitisation supported
Business
Ethics / IF-EN
510a.1
(1) Number of active
projects and (2)
backlog in countries
that have the 20
lowest rankings in
Transparency
International's
Corruption
Perception Index
205-1 Operations
assessed for risks
related to
corruption
Leadership
&
Governance
Business
Ethics
Business
Ethics / IF-EN
510a.2
Total amount of
monetary losses as a
result of legal
proceedings
associated with
charges of (1) bribery
or corruption and (2)
anti-competitive
practices
Ethics and
integrity in
business
operations and
compliance
205-3
206-1
Confirmed
incidents of
corruption and
actions taken
Legal actions for
anti-competitive
behaviour, anti
trust, and
monopoly
practices
Business
Ethics / IF-EN
510a.3
Description of
policies and
practices for
prevention of (1)
bribery and
corruption, and (2)
anti-competitive
behavior in the
project bidding
processes
2-23
205-2
Policy
commitments
Communication
and training about
anti-corruption
policies and
procedures
Sectors: RESOURCE TRANSFORMATION -
Industrial Machinery & Goods
Material topic Salcef Group's NFS
Dimension General Issue
Category
Topic Accounting
metric
GRI
Standard
Disclosure Chapter/Paragraph
Environment Energy Management Energy
Management /
RT-IG-130a.1
(1) Total energy
consumed, (2)
percentage grid
electricity, (3)
percentage
renewable
Energy
consumption
and efficiency
302-1 Energy
consumption
within the
organization
302-2 Energy consumed
outside of the
organization
Human
Capital
Employee Health &
Safety
Employee
Health & Safety /
RT-IG-320a.1
(1) Total
recordable
incident rate
(TRIR), (2) fatality
rate, and (3)
near miss
Occupational
health and
safety
403-9 Work-related
injuries

frequency rate
(NMFR)
Product Design &
Lifecycle
Management
Fuel Economy &
Emissions in
Use-phase / RT
IG-410a.1
Sales-weighted
fleet fuel
efficiency for
medium- and
heavy-duty
vehicles
Energy
consumption
and efficiency
302-3 Energy intensity
Fuel Economy &
Emissions in
Use-phase / RT
IG-410a.2
Sales-weighted
fuel efficiency
for non-road
equipment
Fuel Economy &
Emissions in
Use-phase / RT
IG-410a.3
Sales-weighted
fuel efficiency
for stationary
generators
Business
Model &
Innovation
Fuel Economy &
Emissions in
Use-phase / RT
IG-410a.4
Sales-weighted
emissions of: (1)
nitrogen
oxides (NOx)
and (2)
particulate
matter (PM)
for: (a) marine
diesel engines,
(b) locomotive
diesel engines,
(c) on-road
medium- and
heavy-duty
engines, and (d)
other non-road
diesel engines
305-4 GHG emissions
intensity
Materials Sourcing &
Efficiency
Materials
Sourcing / RT-IG
440a.1
Supply chain
management
2-6 Activities, value
chain and other
business
relationships
Description of
the
management of
risks
associated with
the use of
critical materials
308-1 New suppliers that
were screened
using
environmental
criteria
308-2 Negative
environmental
impacts in the
supply chain and
actions taken
414-1 New suppliers that
were screened
using social criteria
414-2 Negative social
impacts in the
supply chain and
actions taken
Materials and
use of natural
resources
301-1 Materials used by
weight or volume

Remanufacturing Revenue from
remanufactured
Materials and 301-2 Recycled input
materials used
Design &
Services / RT-IG
440b.1
products and
remanufacturing
services
use of natural
resources
301-3 Reclaimed
products and their
packaging
materials

EU Taxonomy tables

Portion of turnover from products or services associated with taxonomy-aligned economic activities in 2022
Economic activities NACE
code
Turnover
(€ million)
% of
turnover
Substantial contribution
(%)
Do no significant harm
(YES/NO)
Minimum
safeguards
(YES/NO)
Taxonomy
aligned
turnover
(%)
Eligible
activities
(A)
Transition
activities
(T)
Business unit Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular economy Pollution Biodiversity/
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular
economy Pollution
Biodiversity/
ecosystems
A Taxonomy-eligible activities
A.1 Environmentally sustainable activities
Taxonomy-aligned activities
Track & Light Civil Works 6.14 Railway transport infrastructures F.42.12 291,247,401 58.73% 100% YES YES YES YES YES YES 58.7% A
Energy, Signalling & 6.14 Railway transport infrastructures F.42.12 62,410,864 12.59% 100% YES YES YES YES YES YES 12.6% A
Telecommunication
Heavy Civil Works
6.14 Railway transport infrastructures F.42.12 52,487,357 10.58% 100% - N/A YES YES YES YES YES YES 10.6% A
Rail Grinding & Diagnostics 6.14 Railway transport infrastructures F.42.12 15,158,004 3.06% 100% YES YES YES YES YES YES 3.1% A
Turnover from environmentally sustainable activities
(taxonomy-aligned) (A.1)
421,303,626 84.96% 84.96% 84.96% 0%
A.2 Eligible activities under the EU Taxonomy but not
Track & Light Civil Works 6.14 Railway transport infrastructures F.42.12 1,169,668 0.24%
Energy, Signalling &
Telecommunication
6.14 Railway transport infrastructures F.42.12 250,646 0.05%
Heavy Civil Works 6.14 Railway transport infrastructures F.42.12 210,793 0.04%
Rail Grinding & Diagnostics 6.14 Railway transport infrastructures F.42.12 60,876 0.01%
Railway machines 3.3 Manufacture of low-carbon technologies for
transport
C.33.17 6,502,721 1.31%
Turnover from taxonomy-eligible but not
environmentally sustainable activities (not taxonomy
aligned) (A.2)
8,194,703 1.65%
Total turnover from eligible activities (A.1 + A.2) 429,498,329 86.61%
B Taxonomy-non-eligible
Turnover from taxonomy-non-eligible activities (B)
66,376,659 13.39%
Total (A) + (B) 495,874,988 100.0%

Portion of CapEx associated with taxonomy-aligned economic activities in 2022
Economic activities NACE
code
CapEx
(€ million)
CapEx % Substantial contribution(%) Do no significant harm
(YES/NO)
Minimum
safeguards
(YES/NO)
Taxonomy
aligned
CapEx
(%)
Eligible
activities
(A)
Transition
activities
(T)
Business unit Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular
economy
Pollution Biodiversity/
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular
economy
Pollution Biodiversity/
ecosystems
A
A.1
Taxonomy-eligible activities
Environmentally sustainable activities
Taxonomy-aligned activities
Heavy Civil Works Track & Light Civil Works6.14 Railway transport infrastructures
Energy, Signalling & Tele6.14 Railway transport infrastructures
6.14 Railway transport infrastructures
Rail Grinding & Diagnost 6.14 Railway transport infrastructures
F.42.12
F.42.12
F.42.12
F.42.12
17,018,425
1,748,616
1,291,310
4,980,000
44.41%
4.56%
3.37%
13.00%
100%
100%
100%
- N/A YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
44.41% A
4.56% A
3.37% A
13.00% A
activities CapEx for environmentally sustainable 25,038,351 65.34% 65.34% 65.34% 0%
A.2 Eligible activities under the EU Taxonomy
but not environmentally sustainable (not
taxonomy-aligned)
Track & Light Civil
Works
6.14 Railway transport infrastructures F.42.12 68,347 0.18%
Energy, Signalling &
Telecommunication
6.14 Railway transport infrastructures F.42.12 7,023 0.02%
Heavy Civil Works 6.14 Railway transport infrastructures F.42.12 5,186 0.01%
Rail Grinding &
Diagnostics
6.14 Railway transport infrastructures F.42.12 20,000 0.05%
Railway machines 3.3 Manufacture of low-carbon
technologies for transport
C.33.17 4,792,085 12.51%
CapEx for taxonomy-eligible but not
environmentally sustainable activities (not
taxonomy-aligned) (A.2)
4,892,640 12.77%
Total CapEx for eligible activities (A.1 + A.2) 29,930,992 78.11%
B (B) Taxonomy-non-eligible
CapEx for taxonomy-non-eligible activities
8,386,885 21.89%
Total (A) + (B) 38,317,877 100.00%

Portion of OpEx for products or services associated with taxonomy-aligned economic activities in 2022
Economic activities NACE
code
OpEx
(€ million) OpEx %
Substantial contribution(%) Do no significant harm (YES/NO) Minimum
safeguards
(YES/NO)
Taxonomy
aligned
OpEx
(%)
Eligible
activities
(A)
Transition
activities
(T)
Business unit Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular economy Pollution Biodiversity/
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular economy Pollution Biodiversity/
ecosystems
A Taxonomy-eligible activities
A.1 Environmentally sustainable activities
Taxonomy-aligned activities
Track & Light Civil Works 6.14 Railway transport infrastructures F.42.12 10,103,692 69.57% 100% YES YES YES YES YES YES 69.57% A
Energy, Signalling & Telecommu6.14 Railway transport infrastructures F.42.12 1,251,659 8.62% 100% - N/A YES YES YES YES YES YES 8.62% A
Heavy Civil Works 6.14 Railway transport infrastructures F.42.12 1,183,054 8.15% 100% YES YES YES YES YES YES 8.15% A
Rail Grinding & Diagnostics 6.14 Railway transport infrastructures F.42.12 238,087 1.64% 1.64% A
OpEx for environmentally sustainable activities
(taxonomy-aligned) (A.1)
12,776,492 87.98% 87.98% 87.98% 0%
A.2 Eligible activities under the EU Taxonomy but not
environmentally sustainable (not taxonomy-aligned)
Track & Light Civil Works 6.14 Railway transport infrastructures F.42.12 40,577 0.28%
Energy, Signalling & Telecommu6.14 Railway transport infrastructures F.42.12 5,027 0.03%
Heavy Civil Works 6.14 Railway transport infrastructures F.42.12 4,751 0.03%
Rail Grinding & Diagnostics 6.14 Railway transport infrastructures F.42.12 956 0.01%
Railway machines 3.3 Manufacture of low-carbon technologies for
transport
C.33.17 360,096 2.48%
OpEx for taxonomy-eligible but not environmentally
sustainable activities (not taxonomy-aligned) (A.2)
411,407 2.83%
Total OpEx for taxonomy-eligible activities (not taxono 13,187,900 90.81%
B Taxonomy-non-eligible
OpEx for taxonomy-ineligible activities (B) 1,334,156 9.19%
Total (A) + (B) 14,522,056 100.0%

2022 Integrated Annual Report 441

Talk to a Data Expert

Have a question? We'll get back to you promptly.