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Sogefi

Interim / Quarterly Report Aug 2, 2025

4192_rns_2025-08-02_01f49353-a806-465d-a5d0-9d7182f2e1cd.pdf

Interim / Quarterly Report

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2025 (Translation into English of the original Italian version)

JOINT-STOCK COMPANY - SHARE CAPITAL EURO 62,461,355.84 COMPANY REGISTER OF MILAN MONZA-BRIANZA LODI AND TAX CODE 00607460201 COMPANY SUBJECT TO THE DIRECTION AND COORDINATION OF CIR S.p.A. REGISTERED OFFICE: 20121 MILAN (ITALY), VIA CIOVASSINO, 1 - PHONE 02.467501 OFFICES: 78280 GUYANCOURT (FRANCE), IMMEUBLE DE RENAISSANCE, AVENUE CLAUDE MONET 1 TEL. 0033 01 61374300

WEBSITE: WWW.SOGEFIGROUP.COM

CONTENTS

CORPORATE BODIES page 3
BOARD OF DIRECTORS' REPORT
ON OPERATIONS OF THE SOGEFI GROUP IN THE FIRST HALF page 4
YEAR OF 2025 (INTERIM REPORT ON OPERATIONS)
SOGEFI GROUP CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS AT 30 June 2025
- Consolidated Financial Statements page 18
- Explanatory and supplementary notes to the Consolidated Financial page 24
Statements
- Group companies: List of Group companies as of 30 June 2025 page 80
CERTIFICATION OF CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS PURSUANT TO ART. 81-TER OF CONSOB
REGULATION NO. 11971/99 OF 14 MAY 1999 AND SUBSEQUENT page 83
AMENDMENTS AND ADDITIONS
REPORT OF THE INDEPENDENT AUDITORS page 84

CORPORATE BODIES

Honorary Chair CARLO DE BENEDETTI

BOARD OF DIRECTORS

Executive Chairwoman MONICA MONDARDINI

Directors PATRIZIA ARIENTI (2) - (3) MAHA DAOUDI (2) RODOLFO DE BENEDETTI MAURO MELIS (1) - (2) - (3) - (4) RAFFAELLA PALLAVICINI MASSIMILIANO PICARDI (1) - (3) CHRISTIAN STREIFF (1) MARCO DE BENEDETTI

Secretary to the Board NICCOLO' MORESCHINI

BOARD OF AUDITORS

Chairwoman DANIELA DELFRATE

Acting Auditors GAETANO REBECCHINI RITA ROLLI

Alternate Auditors FRANCO ALDO ABBATE ANNA MARIA ALLIEVI LUIGI BORRÈ

INDEPENDENT AUDITORS

KPMG S.p.A.

  • (1) Members of the Appointment and Remuneration Committee.
  • (2) Members of the Control, Risk and Sustainability Committee.
  • (3) Members of the Committee on Related Party Transactions.

(4) Lead independent director

SOGEFI GROUP

BOARD OF DIRECTORS' REPORT ON OPERATIONS IN THE FIRST HALF OF 2025

THE AUTOMOTIVE MARKET IN THE FIRST HALF YEAR 2025

In the first half of 2025, global car production grew by 3.1% compared to the first half of 2024, with an 11.9% increase in China and a 3.8% decrease in Europe and 4.1% in NAFTA. Global Heavy Duty production was in line with that of the first half of 2024, but in Europe it fell by 7.7%.

Regarding the forecasts for the full year 2025, the latest figures published by S&P Global (IHS), in July 2025, indicate a growth of 0.4% for global car production, with a decline in Europe (3.6%) and in NAFTA (3.9%), and a growth in China (3.9%), in India (5.0%) and in Mercosur (7.2%).

However, market trends remain highly uncertain, given the difficulty of predicting the final measures that will actually be taken by the US administration on tariffs, as well as the impact on a macroeconomic and automotive industry level of the tariffs already in place.

KEY MANAGEMENT INFORMATION

In the first half of 2025, the weakness of the European and North American automotive market and exchange rate developments led to a 3.0% drop in revenue compared to the first half of 2024 and a 1.2% drop at constant exchange rates; nevertheless, the group achieved higher operating results and profit from continuing operations compared to the first half of 2024:

  • the EBITDA1 amounted to Euro 69.5 million (Euro 67.0 million in the first half of 2024), with an EBITDA margin increase at 13.7%, compared to 12.8%;
  • the EBIT amounted to Euro 32.7 million (Euro 27.8 million in the first six months of 2024), with an EBIT margin of 6.4% on revenue, compared to 5.3%;
  • Net result of continued operating activities amounted to Euro 19.8 million, compared to Euro 10.8 million in the first half of 2024, thanks also to lower financial expenses;
  • free cash flow (FCF) from continuing operations was Euro 15.2 million, compared to an FCF of Euro 20.7 million in H1 2024, which included positive non-recurring flows from the balance of intercompany items prior to the sale of the Filtration business unit.

Net indebtedness as at 30 June 2025, after the payment of dividends in the amount of Euro 17.9 million, amounted to Euro 59.3 million (Euro 55.0 million as at 31

1 EBITDA is calculated by adding "EBIT", the item "Depreciation and amortization" and the amount of writedowns of tangible and intangible assets posted in "Other non-operating expenses (income)" for Euro 0.4 million at 30 June 2025 (Euro 0 million in the corresponding period last year).

December 2024). This would correspond to Euro 19.3 million if the payables for rights of use according to IFRS16 were not considered.

RESULTS FOR THE FIRST HALF YEAR 2025

Sales revenues

Revenues for H1 2025 amounted to Euro 508.6 million, down 3.0% from the same period of 2024 and down 1.2% at constant exchange rates and net of Argentina's inflation.

Sales revenues by geographic area

1st Half
2025
1st Half
2024
reported
change 2025
vs 2024
constant
exchange
rates 2025
vs 2024
reference
market
production
(in millions of Euro) Amount Amount % % %
Europe 276.0 298.3 (7.5) (7.4) (3.8)
North America 112.3 109.9 2.1 5.6 (4.1)
South America 54.5 54.1 0.8 8.3 9.0
China 58.5 54.0 8.2 9.9 11.9
Intercompany eliminations 7.3 7.8
TOTAL 508.6 524.1 (3.0) (1.2) 3.1

In Europe, the group's largest market (54% of total revenues for the first half of 2025), revenues were down 7.5%, impacted by the unfavourable market trend, both for passenger cars and heavy duty vehicles; in North America (22% of total revenues), revenues were up 2.1% (5.6% at constant exchange rates), despite the market downturn. Also China had a positive performance, with 9.9% growth at constant exchange rates thanks to the good market trend and the development of business also with local manufacturers. South America as well, with 8.3% growth at constant exchange rates in a positive market in the first half of the year.

Sales revenues by business sector

1st Half 2025 1st Half 2024 reported
change 2025
vs 2024
constant
exchange
rates 2025
vs 2024
(in millions of Euro) Amount Amount % %
Suspensions 275.9 290.8 (5.1) (3.5)
Air&Cooling 232.4 234.0 (0.7) 1.2
Intercompany eliminations 0.3 (0.7)
TOTAL 508.6 524.1 (3.0) (1.2)

The two business sectors of the group show different trends, depending on the different geographical presence and composition of the customer portfolio.

The Suspension sector recorded a drop in revenues of 5.1% (-3.5% at constant exchange rates), being particularly affected by the weakness of the European market (which accounts for 68% of revenues), especially in the Heavy Duty segment; in China and South America, revenues at constant exchange rates grew by about 8%.

The Air and Cooling sector reported steady revenues, with a drop of 0.7% at current exchange rates and an increase of 1.2% at constant exchange rates. The 7.1% decline in Europe, a region accounting for 38% of total revenues, was more than offset by 5.6% growth at constant exchange rates in North America (the leading market) and 12% in China.

Income Statement

The main indicators of the consolidated income statement are shown below.

Note(*) 1st half 2025 1st half 2024 Changes
Amount % Amount % Amount %
508.6 100.0 524.1 100.0 (15.5) (3.0)
356.2 70.0 372.3 71.0 (16.1) (4.3)
152.4 30.0 151.8 29.0 0.6 0.4
(a) 78.9 15.6 82.3 15.7 (3.4) (4.1)
1.5 0.3 2.0 0.4 (0.5) (27.1)
(b) 2.5 0.4 0.5 0.1 2.0 400.8
(c) 69.5 13.7 67.0 12.8 2.5 3.8
(d) 36.8 7.3 39.2 7.5 (2.4) (6.1)
32.7 6.4 27.8 5.3 4.9 17.5
19.8 3.9 10.8 2.1 9.0 83.7
0.5 0.1 136.4 26.0 (135.9) (99.6)
(1.6) (0.3) (1.4) (0.3) (0.2) 11.5
18.7 3.7 145.8 27.8 (127.1) (87.2)

(*) The notes explaining the items in the table are given in detail in the appendix at the end of this report.

EBITDA amounted to Euro 69.5 million, compared to Euro 67.0 million in the first half of 2024, despite the drop in turnover.

The EBITDA margin was 13.7%, compared to 12.8% in the first half of 2024. The increase was mainly due to the contribution margin, which accounted for 30.0% of revenue compared to 29.0% in the same period of 2024, reflecting the slight decrease in raw material costs.

Fixed costs decreased by 4.1% and their impact on revenue was 15.6%, essentially stable compared to the first half of 2024 (15.7%).

Other expenses were a negative Euro 2.5 million, compared to a negative Euro 0.5 million in the first half of 2024, and mainly reflected exchange rate differences.

EBIT amounted to Euro 32.7 million, compared to Euro 27.8 million in the first half of 2024, and the ratio to turnover increased from 5.3% in 2024 to 6.4% in 2025.

Financial expenses amounted to Euro 5.7 million, down from 2024 (Euro 9.1 million) due to reduced indebtedness.

The tax charges amounted to Euro 7.2 million (down compared to Euro 8.0 million in 2024), mainly due to non-recurring tax charges recognised in 2024.

The net operating result was positive at Euro 19.8 million compared with Euro 10.8 million in the previous year.

In 2024, the Group had recorded a net profit from "discontinued operations" of Euro 136.4 million from Filtration, which was sold on 31 May 2024.

The comprehensive net income, taking into account the result attributable to minority interests and the net result of discontinued operations, amounted to Euro 18.7 million (Euro 145.8 million in the first half of 2024, including the net profit of Filtration in the first five months of the year and the significant capital gain realised

on the sale, net of transaction costs).

Consolidated operating cash flow

Note (*) 1st half 1st half
(in millions of Euro) 2025 2024
SELF-FINANCING (e) 59.5 47.4
Change in net working capital (9.2) 5.2
Other medium/long-term assets/liabilities (f) 0.7 3.6
CASH FLOW GENERATED BY OPERATIONS 51.0 56.2
Net decrease from sales of fixed assets (g) 0.5 0.4
TOTAL SOURCES 51.5 56.6
TOTAL APPLICATION OF FUNDS 35.5 32.5
Exchange differences on assets/liabilities and equity (h) (0.8) (3.4)
FREE CASH FLOW of operating activities 15.2 20.7
FREE CASH FLOW from discontinued operations (1.7) 321.8
TOTAL FREE CASH FLOW 13.6 342.5
Dividends paid by subsidiaries to non-controlling interests (17.9) (27.1)
Change in fair value derivative instruments - (0.5)
CHANGES IN SHAREHOLDERS' EQUITY (17.9) (27.6)
Change in net financial position (i) (4.3) 314.9
Opening net financial position (i) (55.0) (266.1)
CLOSING NET FINANCIAL POSITION (i) (59.3) 48.8

(*) The notes explaining the items in the table are given in detail in the appendix at the end of this report.

The Free Cash Flow of continuing operations amounted to Euro 15.2 million compared to Euro 20.7 million in the first half of 2024; the lower FCF compared to the same period last year was due to non-recurring flows recorded in 2024 for the settlement of intercompany payables by Filtration, prior to the sale, and higher investments in the development of new products for about Euro 3 million. Total free cash flow amounted to Euro 13.6 million, including an outlay of Euro 1.7 million related to discontinued operations, in particular the suspension business in Mexico, sold in 2023 (Euro 342.5 million in H1 2024, including Euro 321.8 million from Filtration).

Net indebtedness at the end of June 2025, after the payment of dividends in the amount of Euro 17.9 million, amounted to Euro 59.3 million. For comparison purposes: at the end of December 2024, net indebtedness was Euro 55.0 million and as at 30 June 2024 net financial position was a positive amount of Euro 48.8 million (after the collection of the consideration for the sale of the Filtration business unit and before the payment of the extraordinary dividend of Euro 110 million in July 2024).

The net indebtedness excluding liabilities for user rights as at 30 June 2025 was Euro 19.3 million, compared to Euro 9.5 million at 31 December 2024.

June 30, 2025 December 31, 2024 June 30, 2024
53.6 64.2 231.6
2.5 4.4 6.3
(17.6) (23.5) (79.2)
(97.8) (100.1) (109.9)
(59.3) (55.0) 48.8

(*) including current portions of medium and long-term financial debts

As at 30 June 2025, the Group had committed credit lines in excess of requirements of Euro 179 million.

(in millions of Euro) Note (*) June 30, 2025 December 31, 2024 June 30, 2024
Amount % Amount % Amount %
Short-term operating assets (l) 225.0 221.1 226.0
Short-term operating liabilities (m) (235.4) (228.9) (240.7)
Net working capital (10.4) (2.9) (7.8) (2.2) (14.7) (4.0)
Equity investments (n) - - - - - -
Intangible, tangible fixed assets and
other medium and long-term assets
(o) 444.1 125.6 461.9 127.6 466.8 126.0
CAPITAL INVESTED 433.7 122.7 454.1 125.4 452.1 122.0
Deferred Taxes/Pension Funds
/Provisions for risks (p) (41.9) (11.9) (52.1) (14.4) (41.1) (11.1)
Other medium and long-term liabilities (q) (38.3) (10.8) (39.7) (11.0) (40.6) (10.9)
NET CAPITAL INVESTED 353.5 100.0 362.3 100.0 370.4 100.0
Net financial indebtedness (r) 59.3 16.8 55.0 15.2 (48.8) (13.2)
Non - controlling interests 11.0 3.1 12.7 3.5 11.6 3.1
Consolidated equity of the Group 283.2 80.1 294.6 81.3 407.6 110.1
TOTAL 353.5 100.0 362.3 100.0 370.4 100.0

Consolidated net invested capital

(*) The notes explaining the items in the table are given in detail in the appendix at the end of this report.

As at 30 June 2025, consolidated shareholders' equity, excluding non-controlling interests, amounted to Euro 283.2 million, compared to Euro 294.6 million as at 31 December 2024. The development reflects the increase in the profit for the period and the decrease due to the distribution of dividends, as well as the exchange rate differences negative impact on equity.

As at 30 June 2025, the Sogefi Group's workforce was 3,306, slightly down compared to 3,351 as at 30 June 2024.

June 30, 2025 December 31, 2024 June 30, 2024
Number % Number % Number %
Suspensions 1,985 60.0 1,997 60.0 2,020 60.3
Air&Cooling 1,272 38.5 1,282 38.5 1,275 38.0
Others 49 1.5 51 1.5 56 1.7
TOTAL 3,306 100.0 3,330 100.0 3,351 100.0

PERFORMANCE BY BUSINESS DIVISION

"Suspensions" sector

Key indicators

In the first half of 2025, Suspensions achieved revenues of Euro 275.9 million, down by 5.1% from the same period of 2024 (-3.5% at constant exchange rates and net of Argentina's inflation).

The downturn was due to the performance in Europe, where revenues fell by 7.6%, mainly due to the 21.7% decline in the Heavy Duty segment, which was mainly attributable to market developments, down 21% in the full year 2024 compared to 2023 and 7.7% in the first half of 2025 compared to the first half of 2024; the Passenger Cars segment was more resilient, with a 1.2% decline.

Revenue trends were positive in China, +8.0% at constant exchange rates, thanks to the ramp up of new products also supplied to local players and in South America (+8.3% at constant exchange rates).

EBITDA amounted to Euro 31.7 million, compared to Euro 25.7 million in the same period of 2024, and the EBITDA margin increased from 8.9% to 11.5% in H1 2025, due to the favourable development of the contribution margin, which amounted to 30.5% of revenue, compared to 28.1% in the same period of 2024.

EBIT was equal to Euro 14.8 million, 5.4% of revenues, compared to Euro 9.3 million in the first half of 2024 (3.2% of revenues).

The operating result of China, Mercosur and Europe for Passenger Cars improved significantly, while the operating result for Heavy Duty vehicles was affected by low volumes.

Employees at 30 June 2025 were 1,985 (2,020 at 30 June 2024).

In the first half of 2025, the Suspension sector won several new orders in Europe, in the Passenger Car segment and in the Heavy Duty segment, with new orders also in non-automotive sectors (Defence and Railway applications).

59% of the value of new contracts entered into in the first half of 2025 concerns parts for hybrid or electric platforms. This percentage rises to 80% if the Heavy Duty segment is excluded.

"Air & Cooling" sector

Key indicators

In the first six months of 2025, the Air and Cooling sector reported revenues of Euro 232.4 million, down by 0.7% compared to 2024 at current exchange rates and by +1.2% at constant exchange rates. In Europe, revenues declined by 7.1%, attributable to the market trend, which was offset by 12% growth at constant exchange rates in China, thanks to the ramp-up of new products, and 5.6% in NAFTA, despite the negative trend in vehicle production, presumably also due to some acceleration in the sourcing of components by car manufacturers, in view of the coming into force of tariffs.

The EBITDA amounted to Euro 40.1 million, slightly lower than the first half of 2024 (Euro 43.7 million), with an EBITDA margin of 17.2% (18.7% in the first half of 2024). The contribution margin was 29.1% of sales, compared to 30.2% for the same period in 2024, due to the changing production mix in NAFTA.

EBIT was equal to Euro 21.3 million, 9.2% of revenues, compared to Euro 22.4 million in the previous FY (9.6% of revenues).

Employees at 30 June 2025 were 1,272 (1,275 at 30 June 2024).

During the first half of 2025, Air and Cooling entered into several new supply agreements, including supplies of cooling plates for electric vehicles to a leading North American manufacturer and to Chinese customers, including a battery manufacturer. In Europe, it also won new contracts for the supply of conventional components for internal combustion engines.

68% of the value of new contracts entered into in the first half of 2025 concerns parts for hybrid or electric platforms.

PERFORMANCE IN THE SECOND QUARTER OF 2025

The following table provides an overview of the comparative figures of the income statement for the second quarter compared with the corresponding quarter of the previous year.

(in millions of Euro) Note(*) Q2 2025 Q2 2024 Changes
Amount % Amount % Amount %
Sales revenues 252.5 100.0 260.9 100.0 (8.4) (3.2)
Variable cost of sales 175.7 69.6 183.8 70.5 (8.1) (4.4)
CONTRIBUTION MARGIN 76.8 30.4 77.1 29.5 (0.3) (0.4)
Fixed costs (a) 39.2 15.5 41.8 16.0 (2.6) (6.2)
Restructuring costs 0.4 0.2 1.4 0.5 (1.0) (67.0)
Other expenses (income) (b) 1.5 0.6 0.6 0.2 0.9 149.4
EBITDA (c) 35.7 14.1 33.3 12.8 2.4 7.3
Depreciation and amortization (d) 18.1 7.1 20.1 7.7 (2.0) (10.0)
EBIT 17.6 7.0 13.2 5.1 4.4 33.2
PROFIT (LOSS) FROM OPERATING
ACTIVITIES
10.0 4.0 5.2 2.0 4.8 92.8
Net
income
(loss)
from
discontinued
operations, net of tax effects
0.5 0.2 126.0 48.3 (125.5) (99.6)
Loss (Income) attributable to non -
controlling interests
(0.8) (0.4) (0.4) (0.2) (0.4) 100.8
GROUP NET RESULT 9.7 3.8 130.8 50.1 (121.1) (92.6)

(*) The notes explaining the items in the table are given in detail in the appendix at the end of this report.

In the second quarter of 2025, the Group recorded revenues of Euro 252.5 million (- 3.2% at current exchange rates and +0.9% at constant exchange rates), with positive trends in North America (+10.3%), South America (+14.9%) and China (+3.2%); however, a decrease of 5.8% was recorded in Europe. Air and Cooling revenue grew by 2.2% at constant exchange rates and Suspension revenue was broadly in line with the corresponding period of 2024 (-0.4%).

EBITDA amounted to Euro 35.7 million compared to Euro 33.3 million in second quarter of 2024, thanks to the increase of the contribution margin from 29.5% of revenues in second quarter of 2024 to 30.4% in 2025.

EBIT was positive at Euro 17.6 million (compared to Euro 13.2 million in the second quarter of 2024).

Net result of operating activities amounted to Euro 10.0 million, compared to Euro 5.2 million in second quarter of 2024.

INVESTMENTS AND RESEARCH & DEVELOPMENT ACTIVITIES

The investments totalled Euro 35.5 million in the first half year 2025 (Euro 32.5 million in the first half of the previous year), of which Euro 17.4 million for new products.

The table below provides details of the investments

(in millions of Euro) June 30, 2025 June 30, 2024
Increase in intangible assets 5.7 3.9
Purchase of tangible assets 17.5 12.6
Purchase of Tooling 11.3 11.4
Increase in intangible assets for right of
use 1.0 4.7
TOTAL INVESTMENTS 35.5 32.5

IMPACTS OF THE MACROECONOMIC ENVIRONMENT, THE CONFLICTS IN UKRAINE AND THE MIDDLE EAST, AND THE CLIMATE CHANGE ON OPERATIONS

With reference to the macroeconomic scenario, before the US administration adopted disruptive tariff policies, a moderately positive evolution was expected in the economies of the main geographical areas in which Sogefi operates and a decline by 0.5% in global car production.

Following the US decisions on significant additional tariffs, central banks, financial institutions and research institutes revised their estimates for the world economy downwards. These estimates only include a first and partial assessment of the effects of the tariffs, against a background of drastic and changing announcements.

As far as the automotive sector is concerned, the pre-existing factors of uncertainty stemming mainly from the weak economic performance, the continuing conflict in Ukraine and the Middle East, and the transition to e-mobility (and in particular the Green Deal regulation in Europe) - were compounded by those arising from the tariffs adopted by the US administration.

In particular, it is currently difficult to predict: i) whether the current tariff plan is final, in a constantly changing framework; ii) the effects on the US automotive market, both in terms of domestic demand and in terms of the competitive landscape; iii) the effects on the export of cars to the US; iv) the impacts on the availability and costs of raw materials in the US, given the complexity of the supply chain and the tariffs adopted against China and on some materials in particular.

Specifically, for the automotive sector, the US administration currently has provided for the following:

  • i) an additional 25% duty on cars imported from countries other than China, Mexico and Canada (around 25% of the cars sold in the US each year), effective from 3 April 2025;
  • ii) a 25% tariff on imported components (30% from China), except for parts complying with the USMCA standard, as from 3 May 2025;
  • iii) a special regime for imports from Canada and Mexico (around 25% of the cars sold in the US each year), in force since 3 May 2025, which entails duty-

free treatment if the imported product is USMCA-certified2 or, if the product is not USMCA-certified, the application of a 25% duty on the content of the product not coming from the US.

In addition, there are further non-specific tariffs that may have a particularly significant impact on the North American automotive sector, namely those on steel and aluminium (50%).

However, it is likely that the automotive duties applied by the US administration, if maintained, will cause an increase in the prices of cars in the US, either i) imported, due to the 25% duties, or ii) manufactured locally, due to the increase in production costs caused by the duties on imported components and materials.

The price increase could lead to a decline in new car sales, given the significant price elasticity of demand, also recently demonstrated by the US market.

Declining demand from the North American market would have a negative impact on production within the USMCA area (US, Mexico, Canada) and imports into the US. In this regard, it should be noted that in 2024 about 750,000 cars were exported from Europe (EU27) to the US, about 6% of total EU production.

With regard to the direct impact on the Group, the Air & Cooling sector achieved a revenue of Euro 214 million in 2024 in the USMCA area, selling components manufactured in Canada and Mexico mainly to General Motor, Ford and Stellantis, of which 55% were for customers' production plants in Canada and Mexico and 45% imported by customers in the United States. It is estimated that about 70% of the revenues from components exported to the US are related to USMCA-compliant products and thus, based on current forecasts, not subject to tariffs.

Since Sogefi does not directly export to the United States - as its customers do and does not produce in the United States, and is therefore not subject to the import duties on materials and components in force, no significant direct impact from the new tariffs is currently foreseeable. Regarding procurement, following the introduction of retaliatory tariffs on steel products by Canada, Sogefi's manufacturing operations in Canada are experiencing increased costs for steel components purchased from U.S. suppliers, although the impact is not currently significant. Therefore, direct impacts are currently not significant.

In the medium term, Sogefi could be exposed to a risk of loss of competitiveness vis-à-vis competitors producing in the US due to the tariffs that North American customers have to pay on products purchased from Sogefi in Canada and Mexico; this risk could be mitigated, if not offset, by increases in production costs that competitors in the US could incur due to tariffs on imported raw materials and components.

In general, the Group is, however, exposed to the indirect impacts on the automotive market in relation to tariffs: if the tariffs should persist, we can expect weaker volumes in NAFTA and Europe (exports) and increased pressure on production costs in the months to come.

2 A product is USMCA-certified when it meets the following requirements: a) content from the United States, Mexico and Canada of more than 75%; b) at least 70% of steel and aluminium from the USMCA area; c) 40-45% of the value of labour from a workforce paid at least USD 16/hour.

Impacts of the conflicts in Ukraine and the Middle East on operations

The direct impact of the Russia-Ukraine conflict on operations was not significant. In fact, Sogefi had a marginal business activity in Russia that was discontinued as of March 2022 and the Russian subsidiary was liquidated in 2023.

Sogefi, like the entire automotive sector, suffered the indirect impacts of the war, and in particular the increase in energy and raw material prices. The trend reversed in the course of 2023, with some stabilisation in 2024, as already mentioned.

The conflict in the Middle East is not expected to have a direct impact on the Group's business as Sogefi has no operations in the affected areas. With regard to indirect impacts, the increase in energy costs over May-June 2025 should be noted, as well as the risk on the supply chain, particularly related to late delivery of materials transiting the Suez Canal and the Strait of Hormuz. Sogefi closely monitors this risk by taking appropriate mitigation measures (creation of safety stocks, evaluation of alternative suppliers). At present, it is not possible to identify any further indirect impacts.

Climate change: physical and transition risks

Please refer to the Annual Financial Statements as at 31 December 2024 for an analysis of impacts related to climate change and transition risks.

MANAGEMENT OF THE MAIN BUSINESS RISKS

The main risks to which the Sogefi Group is exposed are related to the business in which the Group operates and are substantially in line with 2024.

These risks, which are shared with other players in the automotive sector, include:

  • risks related to technological innovation and project management in connection with the industry's transition to e-mobility;
  • risks on sales volumes, related to uncertainty on macro-economic developments, the effects of tariffs and ongoing technological developments in the automotive sector.

In order to preserve its profitability, the Sogefi Group has set up a constant dialogue with its customers and suppliers in order to promptly capture any new market requirements.

Please refer to the Annual Financial Statements as at 31 December 2024 for a detailed analysis of the main business risks.

TREASURY SHARES

As of 30 June 2025, the Parent Company held 1,007,363 treasury shares in its portfolio, equal to 0.8386% of the share capital at an average unit price of Euro 2.28. In the first half of 2025, treasury shares in portfolio decreased following the allocation to beneficiaries of the Company's stock-based incentive plans. No treasury shares were purchased during the first half of 2025.

RELATED PARTY TRANSACTIONS

The Company's Board of Directors has established a Related Party Transactions Committee and adopted the Procedure for Related Party Transactions (the "Procedure"), which establishes the principles of conduct and the rules adopted by Sogefi S.p.A. to ensure the transparency and substantive and procedural fairness of transactions with its related parties carried out by the Company directly or through its subsidiaries. The Procedure was last updated on 28 June 2021, subject to the favourable opinion of the Committee for Related Party Transactions, in order to incorporate the changes introduced by Consob Regulation no. 21624 of 10 December 2020 and has been in force since 1 July 2021.

The Procedure can be found on the Company's website at www.sogefigroup.com, under "Shareholders - Corporate Governance".

We point out that no transactions have been carried out with related parties or with entities or individuals other than related parties that, according to the definition used by Consob, are atypical or unusual, do not relate to the normal business activity or have a significant impact on the Group's results, balance and financial position.

Information on the most important economic transactions and balances with related parties is provided in the explanatory and supplementary notes to the consolidated financial statements, in the section entitled "Related Party Transactions".

Dealings between Group companies are conducted at arm's length, taking into account the quality and type of services rendered.

In accordance with Art. 2497 bis of Italian Civil Code, we point out that Sogefi S.p.A. is subject to policy guidance and coordination by its parent company CIR S.p.A.

DISCLOSURES PURSUANT TO ART. 70 AND 71 OF CONSOB RULES FOR ISSUERS

Under a resolution of the Board of Directors of 23 October 2012, the Company adopted the simplified procedure provided for by art. 70, paragraph 8 and art. 71, paragraph 1-bis of Consob Regulation issued under Consob Resolution no. 11971 of 14 May 1999 as amended, and made use of the exemption from the obligation to publish the information documents required for significant transactions consisting in mergers, spin-offs, capital increases by means of the conferral of assets in kind, takeovers and transfers.

SIGNIFICANT SUBSEQUENT EVENTS AFTER 30 JUNE 2025

No significant events occurred after 30 June 2025 such as could have an impact on the financial disclosure as at 30 June 2025.

OUTLOOK FOR OPERATIONS

The visibility of the automotive market's performance in the coming months is strongly affected by uncertainties regarding tariffs and their impacts.

The latest estimate by S&P Global (IHS) expects that, after the decline recorded in 2024 (-1.1%), global car production will record a slight increase (+0.4%). By geographical area, we expect further decreases in production in Europe and

NAFTA, by 3.6% and 3.9% respectively, and growth of 3.9% in China, 5% in India and 7.2% in South America.

With regard to commodity and energy prices, after trending favourably in 2024 and continuing during the first half of 2025 (with the exception of energy), there is a risk of increased volatility depending on the impact of US tariffs on the supply chain.

For 2025, Sogefi confirms its forecast of a mid-single digit decline in revenues and a slightly higher EBIT margin than in 2024, excluding any non-recurring charges and new events/circumstances negatively impacting the automotive market. In particular, these forecasts do not incorporate the effects of the ongoing trade war on the world economy and car production, as they are difficult to predict. However, it cannot be ruled out that volumes will fall in the coming months to a greater extent than currently expected.

Milan, 25 July 2025

FOR THE BOARD OF DIRECTORS Executive Chairwoman Monica Mondardini

ANNEX: NOTES RECONCILING THE FINANCIAL STATEMENTS SHOWN IN THE REPORT ON OPERATIONS AND THE FINANCIAL STATEMENTS CONTAINED IN THE NOTES TO THE HALF-YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH IAS/IFRS

Notes relating to the Half-Year Condensed Consolidated Financial Statements

  • a) The heading agrees with the sum of the line items "Manufacturing and R&D overheads", "Distribution and sales fixed expenses" and "Administrative and general expenses" of the Consolidated Income Statement;
  • b) the heading agrees with the sum of the line items "Losses (gains) on disposal", "Exchange (gains) losses" and "Other non-operating expenses (income)", with the exception of the amount relating to write-downs of tangible and intangible fixed assets of the Consolidated Income Statement;
  • c) the heading agrees with the sum of the line items "EBIT", "Depreciation and Amortization" and the writedowns of tangible and intangible fixed assets included in the item "Other non-operating expenses (income)" of the Consolidated Income Statement;
  • d) the heading agrees with the sum of the line items "Depreciation and amortization" and the write-downs of tangible and intangible fixed assets included in the item "Other non-operating expenses (income)" of the Consolidated Income Statement;
  • e) the heading mainly includes the sum of the line items "Result for the period" (excluding the Operating results, net of tax effects, of the discontinued operations), "Net income (loss) of held for sale activities, net of tax effects", "Non-controlling interests", "Depreciation, amortization and writedowns", "Accrued costs for stock-based incentive plans", "Provisions for risks and restructuring" and "Post-retirement and other employee benefits" in the Consolidated Cash Flow Statement with the exception of the financial component relating to pension funds and the deferred taxes included in the item "Income taxes";
  • f) the heading is included in line item "Other medium/long-term assets/liabilities" in the Consolidated Cash Flow Statement;
  • g) the heading agrees with the sum of the line items "Losses/(gains) on disposal of fixed assets and noncurrent assets held for sale", "Cash receipts from the sale of property, plant and equipment and disposal of non-current assets held for sale" and "Cash receipts from the sale of intangible assets" in the Consolidated Cash Flow Statement;
  • h) the heading agrees with the line items "Exchange differences" in the Consolidated Cash Flow Statement, excluding exchange differences on medium/long-term financial receivables and payables;
  • i) these headings differ from those shown in the Consolidated Cash Flow Statement as they refer to the total net financial position and not just to cash and cash equivalents;
  • (l) the heading agrees with the sum of the line items "Inventories", "Trade receivables", "Other receivables", "Current tax assets", "Other assets" and "Assets held for sale" in the Consolidated Statement Of Financial Position;
  • (m) the heading agrees with the sum of the line items "Trade and other payables", "Current tax liabilities", "Other current liabilities" and "Liabilities directly related to assets held for sale" in the Consolidated Statement Of Financial Position;
  • (n) the item corresponds to the line "Other financial assets held for sale" included in the line "Other financial assets - non-current" in the Consolidated Statement of Financial Position;
  • (o) the heading agrees with the sum of the line items "Land", "Property, plant and equipment", "Other tangible fixed assets", "Rights of use", "Intangible assets", "Other receivables" and "Deferred tax assets" in the Consolidated Statement Of Financial Position;
  • (p) the heading agrees with the sum of the line items "Current provisions", "Non-current provisions" and "Deferred tax liabilities" in the Consolidated Statement of Financial Position;
  • (q) the heading agrees with the line item "Other payables" in the Consolidated Statement Of Financial Position; (r) the heading agrees with the sum of the line items "Cash and cash equivalents", "Other financial assets – current", "Other financial assets - non-current" (excluding the amount of "Other financial assets held for sale"), "Financial receivables – non-current", "Bank overdrafts and short-term loans", "Current portion of
  • medium/long-term financial debts and other loans", "Current financial payables for rights of use", "Other short-term liabilities for derivative financial instruments", "Non-current bank liabilities", "Non-current portion of medium/long-term financial debts and other loans", "Medium/long-term financial payables for rights of use" and "Other medium/long-term liabilities for derivative financial instruments" in the Consolidated Statement Of Financial Position.

DEFINITION OF THE PERFORMANCE INDICATORS

In accordance with ESMA Guidelines (ESMA/2015/1415) published on 5 October 2015, the criteria used for constructing the main performance indicators deemed by the management to be useful for the purpose of monitoring Group performance are provided below.

EBITDA: EBITDA is calculated as the sum of "EBIT", "Depreciation and Amortization" and the impairment losses of tangible and intangible fixed assets included in the item "Other nonoperating expenses (income)".

"Other non-operating expenses (income)" include amounts that do not relate to ordinary business activities such as:

  • writedowns of tangible and intangible fixed assets
  • imputed cost of stock grant plans
  • accruals to provisions for legal disputes with employees and third parties
  • product warranty costs

  • strategic consulting services

Normalised EBITDA (used to calculate covenants): it is calculated by summing "EBITDA" and the following expenses and revenues arising from non-ordinary operations: "Restructuring costs" and "Losses (gains) on disposal".

"Restructuring costs" include voluntary redundancy incentives for all employee categories (managers, clerical staff, blue collar workers) and costs relating to the shutdown of a plant or the discontinuation of individual business lines (personnel costs and related costs associated with shutdown).

"Losses (gains) on disposal" include the difference between the net book value of sold assets and selling price.

"Net financial indebtedness" is calculated by adding up the following items from the Statement Of Financial Position: "Cash and cash equivalents", "Other financial assets – current", "Other financial assets - non-current" (excluding the amount of "Other financial assets held for sale"), "Financial receivables – non-current", "Bank overdrafts and short-term loans", "Current portion of medium/long-term financial debts and other loans", "Current financial payables for rights of use", "Other short-term liabilities for derivative financial instruments", "Non-current bank liabilities", "Non-current portion of medium/long-term financial debts and other loans", "Medium/long-term financial payables for rights of use", "Other medium/long-term liabilities for derivative financial instruments".

Please note that at 30 June 2025 there are no non-recurring charges as defined by Consob in its communication no. DEM/6064293 of 28 July 2006.

SOGEFI GROUP HALF-YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 June 2025

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (in thousands of Euro)

ASSETS Note June 30, 2025 December 31, 2024
CURRENT ASSETS
Cash and cash equivalents 4 45,770 57,327
Other financial assets 5 7,840 6,868
Inventories 6 84,609 85,118
Trade receivables 7 100,572 88,738
Other receivables 7 7,923 14,901
Tax receivables 7 27,173 29,531
Other assets 7 4,991 2,799
ASSETS HELD FOR SALE 14 - -
TOTAL CURRENT ASSETS 278,878 285,282
NON-CURRENT ASSETS
Land 8 3,707 3,741
Property, plant and equipment 8 269,738 277,108
Other tangible fixed assets 8 3,762 4,013
Right of use 8 36,813 41,780
Intangible assets 9 103,310 106,465
Investments in joint ventures 10 - -
Other financial assets 11 2,505 4,358
Other receivables 12 4,456 5,144
Deferred tax assets 13 21,967 23,690
TOTAL NON-CURRENT ASSETS 446,258 466,299
TOTAL ASSETS 725,136 751,581

LIABILITIES Note June 30, 2025 December 31, 2024
CURRENT LIABILITIES
Bank overdrafts and short-term loans 15 585 326
Current portion of medium/long-term
financial debts and other loans 15 8,414 13,297
Short-term financial debts for right of use 15 8,606 9,858
Other short-term liabilities for derivative
financial instruments 15 - 12
Trade and other payables 16 206,075 200,134
Tax payables 16 7,609 4,545
Other current liabilities 17 21,680 24,214
Current provisions 18 8,867 17,443
LIABILITIES RELATED TO ASSETS HELD FOR SALE 14 - -
TOTAL CURRENT LIABILITIES 261,836 269,829
NON-CURRENT LIABILITIES
Financial debts to bank 15 66,022 64,014
Non current portion of medium/long term financial
debts and other loans 15 375 407
Medium/long-term financial debts for right of use 15 31,417 35,635
Other medium/long-term financial liabilities
for derivative financial instruments 15 - -
Non-current provisions 18 15,503 15,709
Other payables 18 38,297 39,743
Deferred tax liabilities 13 17,534 18,961
TOTAL NON-CURRENT LIABILITIES 169,148 174,469
SHAREHOLDERS' EQUITY
Share capital 19 62,461 62,461
Reserves and retained earnings (accumulated losses) 19 201,957 90,813
Group net result for the period 19 18,732 141,288
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE
TO THE HOLDING COMPANY 283,150 294,562
Non-controlling interests 19 11,002 12,721
TOTAL SHAREHOLDERS' EQUITY 294,152 307,283
TOTAL LIABILITIES AND EQUITY 725,136 751,581

CONSOLIDATED INCOME STATEMENT

(in thousands of Euro)

Note 1st half 2025 1st half 2024
Amount % Amount %
Sales revenues 21 508,560 100.0 524,115 100.0
Variable cost of sales 23 356,115 70.0 372,306 71.0
CONTRIBUTION MARGIN 152,445 30.0 151,809 29.0
Manufacturing and R&D overheads 24 44,825 8.8 46,659 8.9
Depreciation and amortization 25 37,172 7.3 39,185 7.5
Distribution and sales fixed expenses 26 7,782 1.6 7,356 1.5
Administrative and general expenses 27 26,367 5.2 28,332 5.4
Restructuring costs 29 1,470 0.3 2,016 0.4
Losses (gains) on disposal 30 (10) - 27 -
Exchange (gains) losses 31 1,515 0.3 (822) (0.2)
Other non-operating expenses (income) 32 606 0.1 1,220 0.2
EBIT 32,718 6.4 27,836 5.3
Financial expenses 33 7,011 1.4 15,781 3.0
Financial (income) 33 (1,273) (0.3) (6,682) (1.3)
Losses (gains) from equity investments 34 - - - -
RESULT BEFORE TAXES 26,980 5.3 18,737 3.6
Income taxes 35 7,195 1.4 7,962 1.5
NET INCOME (LOSS) OF OPERATING ACTIVITIES 19,785 3.9 10,775 2.1
Income (loss) from discontinued operations, net of tax
effects
36 542 0.1 136,441 26.0
NET RESULT INCLUDING THIRD PARTY 20,327 4.0 147,216 28.1
Loss (Income) attributable to non-controlling interests (1,595) (0.3) (1,430) (0.3)
GROUP NET RESULT 18,732 3.7 145,786 27.8
Earnings per share (EPS) (Euro): 37
Basic 0.157 1.229
Diluted 0.157 1.229

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME (in thousands of Euro)

Note 1st half 2025 1st half 2024
Net result before non-controlling interests 20,327 147,216
Other Comprehensive Income: - -
Items that will not be reclassified to profit or loss - -
- Actuarial gain (loss) 19 - 1,372
- Tax on items that will not be reclassified to profit or
loss
19 - (347)
Total items that will not be reclassified to profit or
loss
- 1,025
Items that may be reclassified to profit or loss
- Profit (loss) booked to cash flow hedging reserve 19 - (2,747)
- Tax on items that may be reclassified to profit or
loss 19 - 659
- Profit (loss) booked to translation reserve 19 (15,275) 4,487
Total items that may be reclassified to profit or loss (15,275) 2,399
Other Comprehensive Income (15,275) 3,424
Total comprehensive result for the period 5,052 150,640
Attributable to:
- Shareholders of the Holding Company 3,568 149,182
- Non-controlling interests 1,484 1,458

CONSOLIDATED CASH FLOW STATEMENT

(in thousands of Euro)

1st half 2025 1st half 2024
Cash flows from operating activities
Net result 18,732 145,786
Adjustments:
- non-controlling interests 1,595 1,430
- depreciation, amortization and writedowns 36,818 39,227
- expenses recognised for share-based incentive plans 477 268
- capital gain disposal filtration - (114,262)
- losses/(gains) on disposal of fixed assets and non-current assets
held for sale (10) 8
- provisions for risks, restructuring and deferred taxes 88 (3,564)
- post-retirement and other employee benefits 59 1,399
- net financial expenses 5,738 10,945
- income taxes 7,195 7,962
- change in net working capital (17,587) 3,477
- other medium/long-term assets/liabilities 1,640 3,839
CASH FLOWS FROM OPERATING ACTIVITIES 54,745 96,515
Interests paid (5,826) (9,815)
Income tax paid 1,292 (4,961)
Cash flow from discontinued operating activities (959) (37,601)
NET CASH FLOWS FROM OPERATING ACTIVITIES 49,252 44,138
INVESTING ACTIVITIES
Interest received 2,388 3,270
Net financial position of entities acquired/sold during the period - -
Price paid for business combination - (2,153)
Purchase of property, plant and equipment (28,827) (24,000)
Purchase of intangible assets (5,665) (3,856)
Sale of property, plant, equipment and businesses held for sale 509 409
Cash flow from investment activities from discontinued operating activities (697) (9,196)
Amount received for business transfers - 325,544
NET CASH FLOWS FROM INVESTING ACTIVITIES (32,292) 290,018
FINANCING ACTIVITIES
Dividends paid to Holding Company shareholders and non-controlling
interests
New (repayment of) long-term loans
(17,863)
(3,449)
(27,134)
(134,542)
Change in financial assets (1,162) (132,067)
New (repayment of) leases (5,070) (4,854)
Cash flow from financing activities from discontinued operating activities - (14,980)
NET CASH FLOWS FROM FINANCING ACTIVITIES (27,544) (313,577)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (10,584) 20,579
Balance at the beginning of the period 57,001 77,526
(Decrease) increase in cash and cash equivalents (10,584) 20,579
Exchange differences (1,232) (3,643)
BALANCE AT THE END OF THE PERIOD 45,185 94,462

Note:

  • this table shows the elements that bring about the change in cash and cash equivalents, as expressly required by IAS 7. The cash flow statement included in the Report of the board of directors on operations shows the various operational components of cash flow, thereby explaining all of the changes in the overall net financial position;
  • the values for "Assets available for sale and discontinued operating activities" are shown separately on the appropriate lines.

-

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in thousands of Euro)

ibuta
ble t
o th
e sh
areh
olde
f the
Attr
ent
rs o
par
com
pany
Thir
d
l
Tota
Sha
re
ital
cap
Sha
re
miu
pre
m
rese
rve
Res
erve
for
trea
sury
sha
res
Trea
sury
sha
res
Leg
al
rese
rve
Stoc
k
bas
ed
ince
ntiv
e
pla
ns
reve
rve
Tran
slat
ion
rese
rve
Cas
h flo
w
hed
ging
rese
rve
Actu
aria
l ga
in
(los
s) r
eser
ve
Tax
item
on
s
boo
ked
in O
ther
hen
Com
sive
pre
Inco
me
Oth
er
rese
rves
Reta
ined
ings
earn
Net
lt fo
resu
r
the p
d
erio
Tota
l
Bal
De
ber
31,
202
3
e at
anc
cem
62,4
61
20,3
76
3,51
3
(3,5
13)
12,6
40
944 (67,
436
)
2,74
7
(28,
310
)
8,05
0
12,2
01
191
,41
7
57,7
66
272
,856
14,4
51
287
,30
7
Paid
sha
apita
l inc
re c
reas
e
- - - - - - - - - - - - - - - -
Allo
catio
n of
202
3 ne
fit:
t pro
Leg
al re
serv
e
D
ivide
nds
R
etain
ed e
arnin
gs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(23,
730)
57,7
66
-
-
(57,
766)
-
(23,
730)
-
-
(3,4
04)
-
-
(27,
134)
-
Rec
ogni
tion
of sh
base
d inc
entiv
e pla
are-
ns
- - - - - 268 - - - - - - - 268 - 268
Oth
hang
er c
es
- 372 (372
)
372 - (165
)
- - - - - 8,78
2
- 8,98
9
(921
)
8,06
8
hen
ult f
he p
d
Com
sive
erio
or t
pre
res
Fair
valu
sh f
low
hedg
ing i
nstr
nts
e ca
ume
- - - - - - - (2,7
47)
- - - - - (2,7
47)
- (2,7
47)
Act
uari
al ga
in (l
oss)
- - - - - - - - 1,37
2
- - - - 1,37
2
- 1,37
2
item
s bo
oked
in
Tax
on
Oth
rehe
nsiv
er C
e In
omp
com
e
- - - - - - - - - 312 - - - 312 - 312
slati
on d
iffer
Curr
tran
ency
ence
s
- - - - - - 4,45
9
- - - - - - 4,45
9
28 4,48
7
ult f
or th
riod
Net
res
e pe
- - - - - - - - - - - - 145,
786
145,
786
1,43
0
147,
216
Tota
l co
ehe
nsiv
sult
for
the
iod
mpr
e re
per
- - - - - - 4,45
9
(2,7
47)
1,37
2
312 - - 145
,786
149
,182
1,45
8
150
,640
Bal
Jun
e 30
, 20
24
e at
anc
62,4
61
20,7
48
3,14
1
(3,1
41)
12,6
40
1,04
7
(62,
977
)
- (26,
938
)
8,36
2
12,2
01
234
,235
145
,786
407
,565
11,5
84
419
,149
Bal
De
ber
31,
202
4
e at
anc
cem
62,4
61
155 2,47
9
(2,4
79)
12,4
92
372 (64,
253
)
- (27,
139)
8,42
1
4,45
0
156
,315
141
,288
294
,562
12,7
21
307
,283
Paid
sha
apita
l inc
re c
reas
e
- - - - - - - - - - - - - - - -
Allo
catio
n of
202
4 ne
fit:
t pro
Leg
al re
serv
e
D
ivide
nds
etain
ed e
arnin
R
gs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(17,
860)
141,
288
-
-
(141
)
,288
-
(17,
860)
-
-
(3,2
03)
-
-
(21,
063)
-
ogni
tion
of sh
base
d inc
entiv
e pla
Rec
are-
ns
- - - - - 477 - - - - - - - 477 - 477
Oth
hang
er c
es
- - (175
)
175 - (82) - - - - - 2,48
5
- 2,40
3
- 2,40
3
Com
hen
ult f
he p
d
sive
erio
or t
pre
res
Curr
slati
on d
iffer
tran
ency
ence
s
- - - - - - (15,
164)
- - - - - - (15,
164)
(111
)
(15,
275)
ult f
or th
riod
Net
res
e pe
- - - - - - - - - - - - 18,7
32
18,7
32
1,59
5
20,3
27
l co
ehe
sult
for
the
iod
Tota
nsiv
mpr
e re
per
- - - - - - (15,
164)
- - - - - 18,7
32
3,56
8
1,48
4
5,05
2
Bal
Jun
e 30
, 20
25
e at
anc
62,4
61
155 2,30
4
(2,3
04)
12,4
92
767 (79,
417
)
- (27,
139)
8,42
1
4,45
0
282
,228
18,7
32
283
,150
11,0
02
294
,152

EXPLANATORY AND SUPPLEMENTARY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: CONTENTS

Chapter Note no. Description
A GENERAL ASPECTS
1 Content and format of the consolidated financial statements
2 Consolidation principles and accounting policies
B SEGMENT INFORMATION
3 Operating segments
C NOTES ON THE MAIN ITEMS OF THE STATEMENT OF FINANCIAL POSITION
C1 ASSETS
4 Cash and cash equivalents
5 Other financial assets
6 Inventories
7 Trade and other receivables
8 Land, property, plant and equipment, other tangible fixed assets and rights of use
9 Intangible assets
10 Investments in joint ventures
11 Other financial assets
12 Financial receivables and other non-current receivables
13 Deferred tax assets and liabilities
14 Assets held for sale and liabilities directly related to assets held for sale
C2 LIABILITIES
15 Financial debts to banks, other financing creditors and other financial liabilities for derivatives
16 Trade payables, other payables and tax payables
17 Other current liabilities
18 Current provisions, Non-current provisions and Other payables
19 Share capital and reserves
20 Analysis of the total financial indebtedness
D NOTES ON THE MAIN INCOME STATEMENT ITEMS: INCOME STATEMENT
21 Sales revenues
22 Seasonal nature of sales
23 Variable cost of sales
24 Manufacturing and R&D overheads
25 Depreciation and amortization
26 Distribution and sales fixed expenses
27 Administrative and general expenses
28 Personnel costs
29 Restructuring costs
30 Losses (gains) on disposal
31 Exchange (gains) losses
32 Other non-operating expenses (income)
33 Financial expenses (income), net
34 Losses (gains) from equity investments
35 Income taxes
36 Income (loss) from discontinued operations, net of tax effects
37 Dividends paid
38 Earnings per share (EPS)
E 39 RELATED PARTY TRANSACTIONS
F COMMITMENTS AND RISKS
40 Investment commitments
41 Guarantees given
42 Other risks
43 Contingent assets/liabilities
44 Atypical or unusual transactions
45 Subsequent events
G 46 FINANCIAL INSTRUMENTS
H GROUP COMPANIES
47 List of Group companies as of 30 June 2025

A) GENERAL ASPECTS

1. CONTENT AND FORMAT OF THE CONSOLIDATED FINANCIAL STATEMENTS

The half-year condensed Consolidated Financial Statements for the period 1 January - 30 June 2025 have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and adopted by the European Union and have been prepared according to IAS 34 – "Interim Financial Reporting", applying the same accounting policies used in the preparation of the Consolidated Financial Statements at 31 December 2024 except as provided by note no. 2 "Consolidation principles and accounting policies". "IFRS" also means the International Accounting Standards ("IAS") currently in force, as well as all of the interpretation documents issued by the International Financial Reporting Standards Interpretations Committee ("IFRS IC", formerly "IFRIC") previously called the Standing Interpretations Committee ("SIC"). To this end, the figures of the financial statements of the consolidated subsidiaries have been appropriately reclassified and adjusted.

As a partial exception to IAS 34 provisions, these half-year condensed consolidated financial statements provide detailed as opposed to condensed statements in order to provide a better and clearer overview of the changes that have taken place in the Company's assets and liabilities, financial position and results during the half-year.

They also contain the disclosures required by IAS 34 with the explanatory and supplementary information considered useful for a clearer understanding of these half-year condensed consolidated financial statements.

The half-year condensed consolidated financial statements as at 30 June 2025 should be read in conjunction with the annual financial statements as at 31 December 2024.

With reference to IAS 1, the Board Directors confirm that, considering the economic forecasts, the capitalisation and the financial position of the Group, the same operates as a going concern.

The half-year condensed consolidated financial statements as at 30 June 2025 were approved and authorised for publication by the Board of Directors on 25 July 2025.

1.1 Format of the consolidated financial statements

The financial statements as at 30 June 2025 are consistent with those used for the annual report as at 31 December 2024.

The Income Statement also provides the following intermediate results in order to give a clearer understanding of the typical results of normal manufacturing activities, the financial side of the business and the impact of taxation:

  • Contribution margin;
  • EBIT (earnings before interest and tax);
  • Result before taxes;
  • Profit (loss) from operations;
  • Net result before non-controlling interests;
  • Profit (loss) of the Group.

1.2 Content of the half-year condensed consolidated financial statements

The half-year condensed consolidated financial statements for the six-month period ending 30 June 2025 include the Parent Company Sogefi S.p.A. and its controlled subsidiaries.

Section H of these notes gives a list of the companies included in the scope of consolidation and the percentages held.

These financial statements are presented in Euro and all figures are rounded up or down to the nearest thousand Euro, unless otherwise indicated.

Group companies prepare their financial statements in the local functional currency of the country concerned.

The functional currency of the Parent Company is the Euro and this is the presentation currency in which the half-year condensed consolidated financial statements are prepared and published.

The half-year condensed consolidated financial statements have been prepared according to the consolidation method on a line-by-line basis of the statements of Sogefi S.p.A., the Parent Company, and those of all Italian and foreign companies under its control.

No changes occurred in the scope of consolidation and events relating to interests in subsidiaries occurred during the period. The liquidation process of Allevard Springs Ltd, which started in 2024, is still ongoing as at 30 June 2025.

1.3 Group composition

As required by IFRS 12, Group composition as at 30 June 2025 and 31 December 2024 was as follows:

Wholly-owned consolidated
subsidiaries
Business Unit Region June 30, 2025 December 31,
2024
Air&Cooling Canada 1 1
France 2 2
Mexico 1 1
Romania 1 1
China (*) 2 2
USA 1 1
Suspensions France 2 2
Italy 2 2
Great Britain 2 2
Germany 1 1
The Netherlands 1 1
Romania 1 1
Brazil 1 1
Argentina 1 1
Sogefi Gestion S.A.S. France 1 1
TOTAL 20 20

(*) This subsidiary works also for Suspensions business unit.

Business Unit Region Non-wholly-owned consolidated
subsidiaries
June 30, 2025 December 31,
2024
Suspensions France 1 1
Spain 1 1
India 1 1
TOTAL 3 3

2. CONSOLIDATION PRINCIPLES AND ACCOUNTING POLICIES

The consolidation and accounting policies applied in preparing the condensed consolidated financial statements for the six-month period ended 30 June 2025 are consistent with those used for the annual financial statements as of 31 December 2024 to which the reader should refer.

Business combinations

Business combinations are recognised under the acquisition method. According to this method, the consideration transferred to a business combination is measured at fair value calculated as the aggregate of the acquisition-date fair value of the assets transferred and liabilities assumed by the Group and of the equity instruments issued in exchange for the control of the acquired entity. Incidental transaction costs are generally recognised in the income statement when they are incurred.

On the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition-date fair value; the following items represent exception to the above and are valued according to their reference principle:

  • o deferred tax assets and liabilities;
  • o assets and liabilities relating to employee benefits;
  • o liabilities or equity instruments relating to share-based payments of the acquired entity or share-based payments relating to the Group, issued as a replacement of contracts of the acquired entity;
  • o assets held for sale and discontinued assets and liabilities.

Goodwill is measured as the surplus between the sum of the consideration transferred to the business combination, the value of non-controlling interests and the fair value of previously-held equity interest in the acquiree with respect to the fair value of the net assets transferred and liabilities assumed as at the acquisition-date. If the fair value of the net assets transferred and liabilities assumed as at the acquisition-date exceeds the sum of the consideration transferred, the value of non-controlling interests and the fair value of the previously-held equity interest in the acquiree, said surplus is immediately booked to the Income Statement as gain resulting from said transaction.

The share of non-controlling interests as at the acquisition-date may be measured at fair value or as a proportion of the value of net assets in the acquiree. The measurement method adopted is decided on a transaction-by-transaction basis.

Non-current assets held for sale and discontinued operations

Non-current assets and current and non-current assets and liabilities of groups being discontinued are classified as held for sale, if their carrying amount will be recovered mainly through sale, rather than through continued use. This condition occurs when the sale is highly probable and the business or group being discontinued is available for immediate sale in its current condition. When there is a plan to sell a subsidiary that results in the loss of control, all of the assets and liabilities of that investee are classified as held for sale, regardless of whether or not an ownership interest is retained after the sale. Non-current assets held for sale, current and non-current assets of groups being discontinued and directly associated liabilities are recognised in the balance sheet separately from the company's other assets and liabilities. Immediately prior to classification as held for sale, non-current assets and/or assets and liabilities referred to a group being discontinued are measured in accordance

with the accounting principles applicable to them. Subsequently, non-current assets held for sale are not depreciated/amortised and are measured at the lower of their carrying value and their fair value less costs of sale. Any difference between the carrying amount of non-current assets and the fair value less costs of sale is recognised in the income statement as a write-down; any subsequent reversals are recognised to the extent of previously recognised write-downs, including those recognised prior to the asset being classified as held for sale. Non-current assets classified as held for sale and groups being discontinued are considered discontinued operations if, alternatively: (i) they represent a significant stand-alone line of business or a significant geographical area of operations; (ii) they are part of a plan to dispose of a significant stand-alone line of business or a significant geographical area of operations; or (iii) they are a subsidiary acquired exclusively for the purpose of its sale. The results of discontinued operations, as well as any gain/loss realised on disposal, are posted separately in the income statement in a separate item, net of related tax effects; the economic values of discontinued operations are restated also for the periods considered for comparison. When events occur that no longer allow non-current assets or groups being discontinued to be classified as held for sale, they are reclassified to the respective balance sheet items and recognised at the lower of: (i) the carrying amount at the date of classification as held for sale, adjusted for depreciation, amortization, write-downs and write-ups that would have been recognised had the assets or group being discontinued not been classified as held for sale; and (ii) the recoverable amount at the date of reclassification. Similarly, if the transfer plan is discontinued, the restatement of values from the time of classification as held for sale/discontinued operations also affects equity investments, or their shares, previously classified as held for sale/discontinued operations.

Critical estimates and assumptions

The preparation of the half-year condensed consolidated financial statements requires Directors to make estimates and assumptions, which affect the values of revenues, costs, assets and liabilities and the information regarding potential assets and liabilities as at the date of the interim condensed financial statements. If in the future said estimates and assumptions, which are based on the best estimates of the Directors, should change due to actual circumstances, they will be adjusted accordingly in the period in which said circumstances change.

It should also be noted that some measurement processes, in particular the more complex ones, such as the calculation of any impairment of non-current assets, are generally fully made only when the annual financial statements are prepared, when all of the information that may be required is available, with the exception of the cases in which there are impairment indicators that require the performance of an impairment test.

The main items subjected to such assessments are as follows:

• goodwill (Euro 47,047 thousand as at 30 June 2025): at 30 June 2025, the Group conducted an analysis to verify the presence of any impairment indicators, taking into consideration the outcome of the analysis conducted at 31 December 2024. The performance of the business units' operating results in the first half of 2025 does not show any significant deviations from the trends projected in the 2025 budget, the 2025-2028 strategic plan and the 2025-2028 projections for the CGU Suspensions, approved by the Board of Directors respectively on 13 December 2024, 27 January 2025 and 28

February 2025, which currently represent the best estimate of the CGUs' cash generation expectations.

Taking into account:

  • the differences existing between the value in use and the book value of the CGUs as at 31 December 2024,
  • the market rate trend as at 30 June 2025,
  • the results for the first half of 2025 and unchanged long-term growth forecasts,
  • the absence of other impairment indicators,

the results of the impairment tests performed with reference to the consolidated financial statements as at 31 December 2024, to which reference is made, can be reasonably confirmed for the half-year condensed consolidated financial statements as at 30 June 2025;

  • recoverability of deferred tax assets on tax losses (Euro 5,902 thousand as at 30 June 2025), recognised to "Deferred tax assets": as at 30 June 2025, deferred tax assets on tax losses incurred during the current and previous years (mainly referred to the subsidiaries Sogefi HD Suspensions Germany GmbH, Sogefi Engine Systems Mexico S. de R.L. de C.V. and Sogefi Air & Cooling USA Inc.) were accounted for to the extent that it is probable that taxable income will be available in the future against which they can be utilised. Such probability is also determined based on the fact that such losses have originated mainly under extraordinary circumstances that are unlikely to occur again in the future and that the same could be recovered throughout an unlimited or long-term time frame;
  • pension plans (Euro 11,924 thousand as of 30 June 2025): actuaries who offer their consulting services to the Group use different statistic assumptions in order to anticipate future events for the purpose of estimating pension plan expenses, liabilities and assets. Such assumptions concern discount rate, expected return on pension plan assets (this particular assumption concerns nearly exclusively British pension funds), future wage inflation rates, mortality and turnover rates.

IFRS accounting standards, amendments and interpretations applicable since 1 January 2025

The following IFRS accounting standards, amendments and interpretations were first adopted by the Group as from 1 January 2025:

• Amendments to IAS 21: "The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (released on 15 August 2023). This amendment as at 30 June 2025 did not have impacts on half-year condensed consolidated financial statements of the Sogefi Group.

IFRS and IFRIC accounting standards, amendments and interpretations approved by the European Union but not yet mandatory applicable and not early adopted by the Group as at 30 June 2025

The Group has not adopted the following new and amended standards that have been issued but are not yet applicable:

  • Amendment to IFRS 9 and IFRS 7: "Classification and Measurement of Financial Instruments" (issued on 30 May 2024). These amendments are to be applied for financial periods beginning on 1 January 2026.
  • Annual improvements to IFRS Accounting Standards Volume 11 (issued on 18 July 2024). These amendments are to be applied for financial periods beginning on 1 January 2026.
  • Amendment to IFRS 9 and IFRS 7: "Contracts Referencing Naturedependent Electricity" (issued on 18 December 2024). These amendments are to be applied for financial periods beginning on 1 January 2026.

IFRS and IFRIC accounting standards, amendments and interpretations not yet endorsed by the European Union

The European Union has not yet completed its endorsement process for the standards and amendments below reported at the date of these Financial Statements. The Directors are evaluating the possible effects of applying these amendments to the Group's Consolidated Financial Statements:

  • IFRS 18: "Presentation and Disclosure in Financial Statements" (issued on 9 April 2024). These amendments are to be applied for financial periods beginning on 1 January 2027.
  • IFRS 19: "Subsidiaries without Public Accountability: Disclosures" (issued on 9 May 2024). These amendments are to be applied for financial periods beginning on 1 January 2027.

Exchange rates

1st half 2025 1st half 2024 2024
Average 06.30 Average 06.30 12.31
US dollar 1.0930 1.1720 1.0812 1.0705 1.0389
Pound sterling 0.8423 0.8555 0.8545 0.8464 0.8292
Brazilian real 6.2909 6.4384 5.4945 5.8915 6.4253
Argentine peso 1391.4393 1391.4393 975.3883 975.3883 1070.8061
Chinese renminbi 7.9258 8.3970 7.8009 7.7748 7.5833
Indian rupee 94.0734 100.5605 90.0090 89.2495 88.9335
New romanian Leu 5.0040 5.0785 4.9741 4.9773 4.9743
Canadian dollar 1.5403 1.6027 1.4685 1.4670 1.4948
Mexican peso 21.8103 22.0899 18.5185 19.5654 21.5504
Moroccan dirham 10.4603 10.5820 10.8319 10.6550 10.5140

The following exchange rates have been used for translation purposes:

B) SEGMENT INFORMATION

3. OPERATING SEGMENTS

In compliance with the provisions of IFRS 8, the following information is provided by operating segments (business segments).

The operating segments and performance indicators have been determined on the basis of the reports used by corporate management to take strategic decisions.

Business segments

With regard to the business segments, disclosures concerning the two business units are as follows: Suspensions, and Air and Cooling. Figures for the Parent Company Sogefi S.p.A. and the subsidiary Sogefi Gestion S.A.S. are also provided for the purpose of reconciliation with consolidated values. For further details, please refer to note 39 "Related party transactions".

The tables below provide the income statement and statement of financial position figures of the Group for the first half of 2024 and 2025:

(in thousands of Euro) June 30, 2024
Air & Suspensions Filtration Sogefi SpA Adjustments Sogefi
Cooling / Sogefi Group
Gestion consolida
S.A.S. tion
TOTAL REVENUES 233,989 290,752 - 9,781 (10,407) 524,115
RESULTS
EBIT 22,413 9,294 0 (4,256) 385 27,836
Financial expenses, net (9,099)
Income from
equity investments -
Losses from
equity investments -
Result before taxes 18,737
Income taxes (7,962)
NET INCOME (LOSS) OF
OPERATING ACTIVITIES 10,775
Net income (loss) from
discontinued operations 136,441
NET RESULT INCLUDED
THIRD PARTY SHARE 147,216
Profit (loss) from third
parties (1,430)
GROUP NET RESULT 145,786
STATEMENT OF FINANCIAL POSITION
ASSETS
Segment assets 412,456 449,884 615,114 (597,790) 879,664
Unallocated assets - - - - 51,094 51,094
TOTAL ASSETS 412,456 449,884 - 615,114 (546,696) 930,758
LIABILITIES
Segment liabilities 222,631 397,993 (0) 252,050 (361,063) 511,612
TOTAL LIABILITIES 222,631 397,993 (0) 252,050 (361,063) 511,612
OTHER INFORMATION
Increase in tangible and
intangible fixed assets 16,370 12,745 11,404 434 (1,692) 39,261
Depreciation, amortization
and writedowns 21,241 16,451 12,940 2,833 644 54,108

(in thousands of Euro) June 30, 2025
Air & Suspensions Filtration Sogefi SpA Adjustments Sogefi
Cooling / Sogefi Group
Gestion consolida
S.A.S. tion
TOTAL REVENUES 232,386 275,893 - 8,375 (8,094) 508,560
RESULTS
EBIT 21,323 14,799 - (2,434) (970) 32,718
Financial expenses, net (5,738)
Income from
equity investments -
Losses from
equity investments -
Result before taxes 26,980
Income taxes (7,195)
NET INCOME (LOSS) OF
OPERATING ACTIVITIES 19,785
Net income (loss) from
discontinued operations 542
NET RESULT INCLUDED
THIRD PARTY SHARE 20,327
Profit (loss) from third
parties (1,595)
GROUP NET RESULT 18,732
STATEMENT OF FINANCIAL POSITION
ASSETS
Segment assets 340,918 431,952 - 441,238 (538,807) 675,301
Unallocated assets - - - 49,835 49,835
TOTAL ASSETS 340,918 431,952 - 441,238 (488,972) 725,136
LIABILITIES
Segment liabilities 190,998 222,064 - 162,450 (144,529) 430,983
TOTAL LIABILITIES 190,998 222,064 - 162,450 (144,529) 430,983
OTHER INFORMATION
Increase in tangible and
intangible fixed assets 22,133 12,347 - 12 - 34,492
Depreciation, amortization

Adjustments to "Intersegment sales" mainly refer to services provided by the Parent Company Sogefi S.p.A. and by subsidiary Sogefi Gestion S.A.S. to other Group companies (see note 39 for further details on the nature of the services provided). This item also includes intersegment sales between the business units. Intersegment transactions are conducted according to the Group's transfer pricing policy.

In the Statement of Financial Position, the adjustments to the item "Segment assets" refer to the consolidation entry of investments in subsidiaries and intercompany receivables.

Adjustments to "Unallocated assets" mainly include the goodwill and the fixed assets revaluations resulting from the acquisitions of: the Allevard Ressorts Automobile Group, Sogefi Rejna S.p.A., the Systemes Moteurs Group and the company ATN Molds & Parts S.A.S..

"Depreciation, amortization and writedowns" includes reversals for tangible and intangible fixed assets in the amount of Euro 355 thousand, of which Euro 134 thousand allocated to the Suspension business unit and Euro 221 thousand to the Air and Cooling business unit.

Information on the main customers

Revenues from sales to third parties as of 30 June 2025 accounting for over 10% of Group revenues are shown in the following table:

(in thousands of Euro) June 30, 2025
Group Group BU Air & Cooling BU Suspensions
Amount % Amount Amount
Stellantis 101,048 19.9 48,211 52,837
Daimler 70,206 13.8 65,739 4,467
GM 63,247 12.4 5,182 58,065
Ford 56,698 11.1 44,966 11,732

Information on geographic areas

The breakdown of revenues by geographical area is analysed in note 21 "Sales Revenues".

The following table shows a breakdown of total assets by geographical area:

(in thousands of Euro) June 30, 2024
Europe South America North America Asia Adjustments Sogefi Group
consolidation
TOTAL ASSETS 1,138,932 61,072 120,851 124,565 (514,662) 930,758
(in thousands of Euro) June 30, 2025
Europe South America North America Asia Adjustments Sogefi Group
consolidation
TOTAL ASSETS 984,327 56,007 121,333 114,517 (551,048) 725,136

C) NOTES ON THE MAIN INCOME STATEMENT ITEMS: STATEMENT OF FINANCIAL POSITION

C 1) ASSETS

4. CASH AND CASH EQUIVALENTS

Cash and cash equivalents amount to Euro 45,770 thousand compared to Euro 57,327 thousand as of 31 December 2024 and break down as follows:

December 31, 2024
57,327
57,327

Bank deposits earn interest at a floating rate.

For further details on changes in the various components of the net financial position, please see note 20.

As of 30 June 2025, the Group has unused lines of credit for the amount of Euro 200,362 thousand. These funds are available for use on demand, because the conditions required for their availability are met.

5. OTHER FINANCIAL ASSETS

"Other financial assets" can be broken down as follows:

December 31, 2024
2,244
4,624
-
6,868

The item "Other current financial assets valued at amortized cost" amounted to Euro 1,898 thousand and refers to investments made by the Argentine subsidiary Sogefi Suspension Argentina S.A. in dollar-linked bond instruments to mitigate the effects of the devaluation of the local currency.

Financial receivables mainly refer to financial instruments issued by leading Chinese banks, at the request of some customers, as payment for supplies made by the Chinese subsidiaries.

"Assets for derivative financial instruments" amount to Euro 30 thousand and refer to the fair value of forward foreign currency contracts.

6. INVENTORIES

December 31, 2024
Net
46,239
14,947
23,932
85,118

The breakdown of inventories is as follows:

The net value of inventories decreased by Euro 509 thousand compared to 31 December 2024; at constant exchange rates, it should be noted that the item would show an increase of Euro 2,871 thousand.

7. TRADE AND OTHER RECEIVABLES

Current receivables break down as follows:

(in thousands of Euro) June 30, 2025 December 31, 2024
Trade receivables 100,572 88,738
of which: -
Due to Parent Company 2,287 4,456
Trade receivables 100,692 86,889
Less: Allowance for bad debts (2,407) (2,607)
Trade receivables, net 98,285 84,282
Tax receivables 27,173 29,531
Other receivables 7,923 14,901
Other assets 4,991 2,799
TOTAL 140,659 135,969

As at 30 June 2025, "Trade and other receivables" amounted to Euro 140,659 thousand compared to Euro 135,969 thousand as at 31 December 2024.

"Trade receivables, net" amounted to Euro 98,285 thousand and increased by Euro 14,003 thousand compared to its amount as at 31 December 2024 (which would have been Euro 21,120 thousand at constant exchange rates). As at 30 June 2025, the Group factored trade receivables for Euro 54,584 thousand (Euro 48,752 thousand as at 31 December 2024), including an amount of Euro 47,034 thousand which was not notified (Euro 41,467 thousand as at 31 December 2024) and for which the Group continues to manage collection services. The risks and benefits related to these receivables have been transferred to the factor; therefore these receivables have been derecognised in the Statement of Financial Position debiting the consideration received from the factoring company.

"Due from Parent Company" includes net receivables resulting from the participation in the Group tax filing system, due to Italian companies from the Parent Company CIR S.p.A.. Outstanding receivables as at 31 December 2024 collected in the first

half-year 2025 amounted to Euro 2,650 thousand. For further details, please refer to note 39.

"Current tax assets" include tax credits due to Group companies by the tax authorities of various countries for direct and indirect taxation. It does not include deferred tax assets which are treated separately.

"Other receivables" break down as in the following table:

(in thousands of Euro) June 30, 2025 December 31, 2024
Amounts due from social security institutions 199 153
Amounts due from employees 47 71
Advances to suppliers 5,395 5,602
Due from others 2,282 9,075
TOTAL 7,923 14,901

The item "Due from others", amounting to Euro 2,282 thousand, decreased compared to 31 December 2024 by Euro 6,793 thousand, of which Euro 4,932 related to the consideration for the sale of the Suspensions business in Mexico. For details on this sale, reference should be made to Note 18 ("Current Provisions, Noncurrent provisions and Other payables").

"Other assets" mainly consist of accrued income and prepayments on insurance premiums and indirect taxes on buildings.

The increase in this item is seasonal and it is mainly due to the prepaid insurance policies, the indirect taxes on buildings, and the IT maintenance fees paid in the first few months of the year but relative to the year as a whole.

8. LAND, PROPERTY, PLANT AND EQUIPMENT, OTHER TANGIBLE FIXED ASSETS AND RIGHTS OF USE

The net carrying amount of tangible fixed assets as of 30 June 2025 amounted to Euro 314,020 thousand versus Euro 326,642 thousand at the end of the previous year and breaks down as follows:

(in thousands of Euro)
Property, plant and equipment
Land Buildings, Assets under Other Tooling Tooling Right of TOTAL
plant and construction tangible under use /
machinery, and fixed construction finance
commercial payments on assets leases IAS
and account 17
industrial
equipment
Balance at December 31, 2024
Historical cost 4,185 662,916 38,839 22,948 162,857 33,113 92,209 1,017,067
Accumulated depreciation 444 490,101 330 18,935 129,845 341 50,429 690,425
Net value 3,741 172,815 38,509 4,013 33,012 32,772 41,780 326,642
Additions of the period - 4,361 12,861 255 1,470 9,880 960 29,787
Disposals/reductions during the period - - (261) (29) - - (254) (544)
Exchange differences (34) (5,789) (1,288) (371) (1,912) (1,216) (2,130) (12,740)
Depreciation for the period - (15,770) - (691) (9,054) - (3,862) (29,377)
(Writedowns)/revaluations during the
period - - - (11) - 1 - (10)
Other changes - 10,339 (10,528) 596 5,629 (6,094) 319 261
Balance at June 30, 2025 3,707 165,957 39,293 3,762 29,145 35,343 36,813 314,020
Historical cost 4,151 645,808 39,623 21,786 159,343 36,329 75,402 982,442
Accumulated depreciation 444 479,851 330 18,024 130,198 986 38,589 668,422
Net value 3,707 165,957 39,293 3,762 29,145 35,343 36,813 314,020

Investments during the period amounted to Euro 29,787 thousand; of which Euro 11,350 thousand related to Tooling, Euro 960 thousand related to rights of use, and Euro 17,477 thousand related to other investments.

Other investments include Euro 900 thousand for the new plant in Romania, Euro 6,142 thousand for the development of new products, including products for electric vehicles, Euro 1,482 thousand for the improvement of production efficiency, and Euro 8,953 thousand for miscellaneous investments, including investments to increase production capacity, replace machinery, and investments in health and safety.

Disinvestments for the period amounted to Euro 544 thousand and for Euro 254 thousand refer to the category "Rights of use" for the early termination of lease agreements.

Depreciation for the period was equal to Euro 29,377 thousand; it has been recorded in the appropriate item in the Income Statement.

Impairment losses less reversals are booked to "Other non-operating expenses (income)".

"Other changes" mainly refer to the completion of projects that were under way at the end of the previous year and their reclassification under the pertinent items. The item also includes the revaluation of the tangible fixed assets of the Argentine subsidiary Sogefi Suspension Argentina S.A. as a result of the application of IAS 29.

Guarantees

For information on the guarantees, see note 40 "Guarantees given".

Purchase commitments

For information on commitments, please refer to note 40 "Guarantees given".

Rights of use

The net carrying amount of rights of use as of 30 June 2025 amounted to Euro 36,813 thousand versus Euro 41,780 thousand at 31 December 2024 and breaks down as follows:

(in thousands of Euro)
Industrial Other Plant and Commercial Other TOTAL
Buildings buildings machinary and assets
industrial
equipment
Balance at December 31, 2024
Historical cost 68,316 4,708 8,581 724 9,885 92,214
Accumulated depreciation 33,957 2,917 8,423 560 4,577 50,434
Net value 34,359 1,791 158 164 5,308 41,780
Additions of the period 55 1 - - 904 960
Disposals during the period - - - (4) (250) (254)
Exchange differences (1,984) (50) - - (96) (2,130)
Depreciation for the period (2,592) (239) (12) (15) (1,004) (3,862)
Change in the scope of consolidation - - - - - -
Other changes 275 - (58) (129) 231 319
Balance at June 30, 2025 30,113 1,503 88 16 5,093 36,813
Historical cost 61,297 3,875 110 39 10,081 75,402
Accumulated depreciation 31,184 2,372 22 23 4,988 38,589
Net value 30,113 1,503 88 16 5,093 36,813

Increases for the period amounted to Euro 960 thousand and are largely attributable to the subsidiaries Sogefi Suspensions S.A., Sogefi Suspensions Passenger Car Italy S.p.A. and Sogefi HD Suspensions Germany Gmbh.

Depreciation for the period was equal to Euro 3,862 thousand; it has been recorded in the appropriate item in the Income Statement.

9. INTANGIBLE ASSETS

At 30 June 2025 intangible assets amount to Euro 103,310 thousand against Euro 106,465 thousand at the end of the previous year and break down as follows:

(in thousands of Euro)
Develop Industrial Other, assets Customer Trade Goodwill TOTAL
ment patents and under Relationship name
costs intellectual construction Systemes
property and Moteurs
rights, payments on
concessions account
licences and
trademarks
Balance at December 31, 2024
Historical cost 150,464 60,930 6,050 20,488 8,437 61,405 307,774
Accumulated amortization 112,836 50,596 4,413 13,277 5,829 14,358 201,309
Net value 37,628 10,334 1,637 7,211 2,608 47,047 106,465
- - - - - - -
Balance at December 31, 2024 37,628 10,334 1,637 7,211 2,608 47,047 106,465
Additions of the period 3,823 42 1,799 - - - 5,664
Exchange differences (2,311) (89) 34 - - - (2,366)
(Writedowns) / revaluations during the period (6,651) (321) (112) (495) (217) - (7,796)
(Writedowns)/revaluations during the period 365 - - - - - 365
Change in the scope of consolidation - -
Other changes 6,089 (6,391) 1,280 - - - 978
Balance at June 30, 2025 38,943 3,575 4,638 6,716 2,391 47,047 103,310
Historical cost 140,562 51,020 8,961 20,488 8,437 61,405 290,873
Accumulated amortization 101,619 47,445 4,323 13,772 6,046 14,358 187,563
Net value 38,943 3,575 4,638 6,716 2,391 47,047 103,310

Investments in the half year amounted to Euro 5,664 thousand.

The increases in "Development costs" for the amount of Euro 3,823 thousand refer to the capitalisation of costs incurred by Group companies to develop new products in collaboration with leading motor vehicle manufacturers (after obtaining the nomination letter from the customer). The most significant investments refer to the subsidiaries Sogefi Air & Cooling Canada Corp., Sogefi (Suzhou) Auto Parts Co., Ltd, and Sogefi Air & Cooling S.A.S..

Increases in "Other, assets under construction and payments on account", for the amount of Euro 1,799 thousand, refer mainly to a large number of investments in the development and implementation of the new products not yet flowed into production, as well as to investments in development costs. Of these, the most significant ones were recognised for the subsidiaries Sogefi Air & Cooling S.A.S., S.C. Sogefi Air & Cooling S.r.l., Iberica De Suspensiones S.L. (ISSA) and Sogefi Suspension Brasil Ltda.

Amortization for the period was equal to Euro 7,796 thousand; it has been recorded in the appropriate item in the Income Statement.

"Writedowns/revaluations during the period" totalled Euro 365 thousand and mainly relates to writeups of research and development projects.

There are no intangible assets with an indefinite useful life except for goodwill.

The goodwill of CGU "air and cooling", which also includes the goodwill determined with reference to the acquisition of ATN Molds and Parts S.A.S., amounts to Euro 35,039 thousand and the goodwill of CGU "Car Suspension" amounts to Euro 12,007 thousand.

As at 30 June 2025, the Group conducted an analysis to verify the presence of any impairment indicators, taking into consideration the outcome of the analysis conducted at 31 December 2024. The performance of the business units' operating results in the first half of 2025 does not show any significant deviations from the trends projected in the 2025 budget, the 2025-2028 strategic plan and the 2025-2028 projections for the CGU Suspensions, approved by the Board of Directors respectively on 13 December 2024, 27 January 2025 and 28 February 2025, which currently represent the best estimate of the CGUs' cash generation expectations.

Market capitalization as of June 30, 2025, up from December 31, 2024, is lower than book value but shows a trend toward alignment.

Taking into account:

  • the differences existing between the value in use and the book value of the CGUs as at 31 December 2024,
  • the market rate trend as at 30 June 2025,
  • the results for the first half of 2025 and unchanged long-term growth forecasts,
  • the absence of other impairment indicators,

the results of the impairment tests performed with reference to the consolidated financial statements as at 31 December 2024, to which reference is made, can be reasonably confirmed for the half-year condensed consolidated financial statements as at 30 June 2025.

10. INVESTMENTS IN JOINT VENTURES

This item was zero as at 30 June 2025 as there were no investments in joint ventures.

11. OTHER FINANCIAL ASSETS

As at 30 June 2025, they amounted to Euro 2,505 thousand, compared with Euro 4,358 thousand at December 2024.

(in thousands of Euro) June 30, 2025 December 31, 2024
Other financial assets available for sale 3 3
Other financial assets valued at amortized cost 2,502 4,355
TOTAL 2,505 4,358

The item "Other financial assets valued at amortized cost" amounted to Euro 2,502 thousand and refers to investments made by the Argentine subsidiary Sogefi Suspension Argentina S.A. in dollar-linked bond instruments to mitigate the effects of the devaluation of the local currency.

12. FINANCIAL RECEIVABLES AND OTHER NON-CURRENT RECEIVABLES

The item "Other receivables" amounted to Euro 4,456 thousand (Euro 5,144 thousand as at 31 December 2024) includes tax credits relating to the research and development activities of the French subsidiaries, other tax credits and non-interest bearing guarantee deposits for leased properties.

13. DEFERRED TAX ASSETS AND LIABILITIES

The net balance of deferred tax assets and deferred tax liabilities as at 30 June 2025 can be broken down as follows:

(in thousands of Euro) June 30, 2025 December 31, 2024
Deferred tax assets 21,967 23,690
Deferred tax liabilities (17,534) (18,961)
TOTAL 4,433 4,729

As at 30 June 2025, deferred tax assets amount to Euro 21,967 thousand compared to Euro 23,690 thousand as at 31 December 2024.

This amount mainly relates to the expected benefits on deductible temporary differences, booked to the extent that it is likely to be recovered.

As at 30 June 2025, Deferred tax assets for tax losses amount to Euro 5,902 thousand (Euro 5,246 thousand as at 31 December 2024), and mainly refer to subsidiaries Sogefi HD Suspensions Germany GmbH( Euro 2,343 thousand, unchanged from 31 December 2024), Sogefi Engine Systems Mexico S. de R.L. de C.V. (Euro 2,155 thousand compared to Euro 2,431 thousand as at 31 December 2024), and Sogefi Air & Cooling USA, Inc. (Euro 1,404 thousand, compared to Euro 472 thousand as at 31 December 2024). These taxes were recognised because it is believed to be probable that taxable income will be available in the future against which such tax losses can be utilised. Such probability is determined based on the fact that losses have originated under extraordinary circumstances that are unlikely to occur again, such as restructuring plans currently under way or occurred in the past.

Losses of the German subsidiary can be carried forward indefinitely to cover possible future profits; with reference to the amount that can be used annually, there is no limitation on the use of losses carried forward of less than Euro 1 million, while

there is an annual limit of 70% of income for losses above this threshold. The losses of the Mexican subsidiary can be carried forward within a five-year limit, but there are no limitations on their use. Losses of the US subsidiary referred to federal tax can be carried forward indefinitely, but the amount that can be used is limited to 80% of income; with reference to Michigan state tax, losses can be carried forward for 10 years, but there are no limitations on their use.

As at 30 June 2025, deferred tax liabilities amount to Euro 17,534 thousand compared to Euro 18,961 thousand as at 31 December 2024. This amount relates to the expected taxation on taxable temporary differences.

14. ASSETS HELD FOR SALE AND LIABILITIES DIRECTLY RELATED TO ASSETS HELD FOR SALE

As at 30 June 2025, this item amounts to zero.

C 2) LIABILITIES

15. FINANCIAL DEBTS TO BANKS, OTHER FINANCING CREDITORS AND OTHER FINANCIAL LIABILITIES FOR DERIVATIVES

These break down as follows:

Current portion

(in thousands of Euro) June 30, 2025 December 31, 2024
Bank overdrafts and short-term loans 585 326
Current portion of
medium/long-term financial debts and
other loans 8,414 13,297
Short-term financial debts for right of use 8,606 9,858
TOTAL SHORT-TERM FINANCIAL DEBTS 17,605 23,481
Other short-term liabilities for derivative financial instruments - 12
TOTAL SHORT-TERM FINANCIAL DEBTS AND
DERIVATIVE FINANCIAL INSTRUMENTS 17,605 23,493

Non-current portion

(in thousands of Euro) June 30, 2025 December 31, 2024
Financial debts to banks 66,022 64,014
Non current portion of medium/long-term financial debts and
other loans 375 407
Medium/long-term financial debts for right of use 31,417 35,635
TOTAL MEDIUM/LONG-TERM FINANCIAL DEBTS 97,814 100,056
Other medium/long-term liabilities for derivative financial
instruments - -
TOTAL MEDIUM/LONG-TERM FINANCIAL DEBTS
AND DERIVATIVE FINANCIAL INSTRUMENTS 97,814 100,056

Bank overdrafts and short-term loans

Further details can be found in the Analysis of the total financial indebtedness contained in note 20.

Current and non-current portions of medium/long-term financial debts

Details are as follows (in thousands of Euro):

Balance at 30 June 2025:

Company Bank/Credit Institute Signing date Due date Original
amount
loan
Interest rate Current
portion
Non
current
portion
Total
amount
Real
Guarantees
Sogefi S.p.A. Banca Nazionale del
Lavoro S.p.A.
Apr - 2022 Apr - 2028 60,000 Euribor 3m. +
190 bps
- 59,928 59,928 N/A
Sogefi S.p.A. Cassa depositi e
prestiti S.p.A.
Nov - 2021 Jul - 2026 10,000 Euribor 6m.
+ 210 bps
2,857 1,416 4,273 N/A
Sogefi S.p.A. Cassa depositi e
prestiti S.p.A.
Jun - 2021 Jun - 2026 10,000 Euribor 6m.
+ 200 bps
2,857 - 2,857 N/A
Sogefi S.p.A. Banca Intesa Sanpaolo
S.p.A.
Nov - 2024 Dec - 2028 50,000 Euribor 3m. +
120 bps
- 4,862 4,862 N/A
Other loans/ deferrals
of up front fees
2,700 (184) 2,516
Total 8,414 66,022 74,436

The line "Other loans" includes other minor loans and the amount of up front fees to be deferred.

Company Bank/Credit Institute Signing date Due date Original
amount
loan
Interest rate Current
portion
Non
current
portion
Total
amount
Real
Guarantees
Sogefi S.p.A. Banca Nazionale del
Lavoro S.p.A.
Apr - 2022 Apr - 2028 60,000 Euribor 3m +
190 bps
- 59,908 59,908 N/A
Sogefi S.p.A. Cassa depositi e
prestiti S.p.A.
Nov - 2021 Jul - 2026 10,000 Euribor 6m +
210 bps
2,857 2,839 5,696 N/A
Sogefi S.p.A. Cassa depositi e
prestiti S.p.A.
Jun - 2021 Jun - 2026 10,000 Euribor 6m +
200 bps
4,286 1,412 5,698 N/A
Other loans/ deferrals
of up front fees
6,154 (145) 6,009
TOTAL 13,297 64,014 77,311

Balance at 31 December 2024:

During the first half of 2025, the Parent Company Sogefi S.p.A. carried out the following transactions:

  • repayment in January of the current portion (Euro 1,429 thousand) of the loan from Cassa Depositi e Prestiti S.p.A., expiring in July 2026 and taken out in November 2021;

  • repayment in January of the current portion (Euro 1,429 thousand) and in June the current portion of the loan from Cassa Depositi e Prestiti S.p.A., expiring in June 2026 and taken out in June 2021;

  • partial use (for an amount of Euro 5 million), in May, of the revolving loan from Intesa Sanpaolo S.p.A. expiring in 2028, taken out in May 2018 and then renegotiated in February 2022 and November 2024.

The existing loans of the Parent Company Sogefi S.p.A. are not secured by the Company's assets. Furthermore, note that, contractually, the spreads relating to some of the loans of the Parent Company are reviewed every six months on the basis of the computation of the consolidated NFP/normalised consolidated EBITDA ratio and on the basis of the verification of sustainability-related indicators. For an analysis of the covenants relating to loans outstanding at the end of the financial year, please refer to the Note 20 below entitled "Analysis of total financial indebtedness".

The item "Other loans/deferrals of up front fees" also includes the portion of interest accrued and not yet paid.

Other short-term liabilities for derivative financial instruments

As at 30 June 2025, this item amounts to zero. Reference should be made to chapter G "46. Financial Instruments" for further details concerning derivatives.

Other medium/long-term financial debts

As at 30 June 2025, other long-term loans amounted to Euro 375 thousand (Euro 407 thousand as at 31 December 2024) and included minor loans.

Other medium/long-term financial liabilities for derivative financial instruments

As at 30 June 2025, this item amounts to zero.

Reference should be made to chapter G "46. Financial Instruments" for further details concerning derivatives.

Financial payables for rights of use

Details are as follows:

(in thousands of Euro) June 30, 2025 December 31, 2024
Short-term financial debts for right of use 8,606 9,858
Medium / long-term financial debts for rights of use 31,417 35,635
TOTAL 40,023 45,493

The item includes payables for Rights of Use recorded following the application of the accounting standard IFRS 16 "Leases".

As at 30 June 2025, the item mainly refers to the residual debt of property rental agreements. The main property rental agreements refer to the subsidiaries Sogefi Suspensions Eastern Europe S.r.l. (Euro 16.2 million), Sogefi Engine Systems Mexico S. de R.L. de C.V. (Euro 7.9 million), Sogefi (Suzhou) Auto Parts Co., Ltd (Euro 5.0 million), Sogefi Suspension Argentina S.A. (Euro 1.9 million) and S.C. Sogefi Air&Cooling Srl (Romania) (Euro 1.6 million).

16. TRADE PAYABLES, OTHER PAYABLES AND TAX PAYABLES

The amounts shown in the financial statements can be broken down into the following categories:

(in thousands of Euro) June 30, 2025 December 31, 2024
Trade and other payables 206,075 200,134
Tax payables 7,609 4,545
TOTAL 213,684 204,679

Details of trade and other payables are as follows:

(in thousands of Euro) June 30, 2025 December 31, 2024
Due to suppliers 153,560 148,107
Due to the parent company 402 875
Due to tax authorities for indirect and other taxes 9,220 9,991
Due to social and security institutions 9,741 10,499
Due to employees 21,590 23,318
Other commercial payables to customers 5,554 6,094
Other payables 6,008 1,250
TOTAL 206,075 200,134

As at 30 June 2025, trade payables "Due to suppliers" amounted to Euro 153,560 thousand and recorded an increase of Euro 5,453 thousand compared to the corresponding value as at 31 December 2024 (at constant exchange rates, the increase would be Euro 13,198 thousand).

Amounts "Due to the parent company" refer to the debt amounting to Euro 17 thousand due to the Parent Company CIR S.p.A. for services rendered in the first half of 2025; Euro 210 thousand reflect the tax liabilities in connection with the CIR Group tax filing system; Euro 70 thousand refer to the consideration due for the fiscal surplus transferred by companies that have joined the CIR Group tax filing system; the amount of Euro 24 thousand reflects to remuneration payable to directors transferred to the parent company CIR S.p.A. And the amount of Euro 81 thousand refers to premiums paid by the Parent Company for the third-party liability insurance of directors, statutory auditors and managers. For further details, please refer to note 39.

The item "Other payables" as at 30 June 2025 includes the payable (Euro 3,200 thousand) related to dividends, pertaining to third parties, as resolved by the subsidiary Iberica de Suspensiones S.L. (ISSA) but not yet paid as at 30 June 2025.

"Current tax liabilities" amounted to Euro 7,609 thousand at 30 June 2025 compared to Euro 4,545 thousand at 31 December 2024 and reflect taxes accrued during 2025.

17. OTHER CURRENT LIABILITIES

As at 30 June 2025, this item amounts to Euro 21,680 thousand compared to Euro 24,214 thousand as of 31 December 2024.

"Other current liabilities" mainly includes liabilities recognised for entering into contracts with customers. These liabilities represent the amounts received from customers for the sale of tooling and prototypes that will be recognised in the income statement over the life of the product.

This item also includes adjustments to costs and revenues for the period so as to ensure compliance with the accruals based principle (accrued expenses and deferred income) and advances received from customers for orders still to be delivered.

18. CURRENT PROVISIONS, NON-CURRENT PROVISIONS AND OTHER PAYABLES

Current provisions and non-current provisions

These are made up as follows:

(in thousands of Euro) June 30, 2025
Current Non-current Total
Pension funds - 11,924 11,924
Employment termination indemnities - 980 980
Provision for restructuring 451 263 714
Provision for product warranties 5,795 - 5,795
Provision for rights of use restoration - 1,796 1,796
Provision for disputes in progress and other risks 2,621 540 3,161
TOTAL 8,867 15,503 24,370

(in thousands of Euro) December 31, 2024
Current Non-current Total
Pension funds - 11,733 11,733
Employment termination indemnities - 951 951
Provision for restructuring 782 655 1,437
Provision for product warranties 5,811 - 5,811
Provision for rights of use restoration - 1,944 1,944
Provision for disputes in progress and other risks 10,850 426 11,276
TOTAL 17,443 15,709 33,152

Details of the main items are given below.

Pension funds

Changes in this item over the period are shown below:

(in thousands of Euro) June 30, 2025 December 31, 2024
Opening balance 11,733 10,473
Cost of benefits charged to income statement 389 677
Amounts recognised in "Other Comprehensive Income" - (1,165)
Contributions paid (198) (1,633)
Change in the scope of consolidation - 3,700
Exchange differences - (319)
TOTAL 11,924 11,733

The following table shows the balances of pension funds by geographical area of the relevant subsidiaries:

(in thousands of Euro) June 30, 2025 December 31, 2024
France 9,975 9,669
Other 1,949 2,064
TOTAL 11,924 11,733

Employment termination indemnities

Changes in this item over the period are shown below:

(in thousands of Euro) June 30, 2025 December 31, 2024
Opening balance 951 2,194
Accruals for the period 33 67
Amounts recognised in "Other Comprehensive Income" - (6)
Change in the scope of consolidation - (1,121)
Contributions paid (4) (183)
TOTAL 980 951

Provision for restructuring

These are amounts set aside for restructuring operations that have been officially announced and communicated to those concerned, as required by IAS/IFRS.

The provision changed as follows during the period:

(in thousands of Euro) June 30, 2025 December 31, 2024
Opening balance 1,437 3,100
Accruals for the period 89 1,033
Utilizations (718) (2,656)
Provisions not used during the period (94) (14)
Change in the scope of consolidation - (81)
Exchange differences - 55
TOTAL 714 1,437

The "Utilizations" (recorded as a reduction of the provisions previously allocated) (Euro 718 thousand) mainly refer to the European subsidiaries.

As at 30 June 2025, "Accruals for the period" net of the "Provisions not used during the period" (amounts set aside during previous years in excess of amounts actually paid); this figure is booked to the Income Statement under "Restructuring costs".

Provision for product warranties

The provision changed as follows during the period:

(in thousands of Euro) June 30, 2025 December 31, 2024
Opening balance 5,811 7,111
Accruals for the period 448 5,850
Utilizations - (3,615)
Provisions not used during the period (31) (854)
Change in the scope of consolidation - (2,710)
Exchange differences (433) 29
TOTAL 5,795 5,811

The item includes provisions for risks concerning the cost of replacing products under warranty made by Group companies.

The provision of Euro 448 thousand mainly refers to one European subsidiary.

Provision for restoration of rights of use

The item Provision for restoration of rights of use, for the amount of Euro 1,796 thousand (compared to Euro 1,944 thousand as at 31 December 2024), includes an estimate of the costs that the lessees of leased assets will have to incur in order to dismantle and remove the asset and restore the site or asset to the condition provided for in the lease terms.

Lawsuits and other risks

The provision changed as follows during the period:

(in thousands of Euro) June 30, 2025 December 31, 2024
Opening balance 11,276 3,281
Accruals for the period 744 10,336
Utilizations (2,422) (306)
Provisions not used during the period (56) (894)
Other changes (6,012) (975)
Change in the scope of consolidation - (110)
Exchange differences (369) (56)
Total 3,161 11,276

The provision includes liabilities toward employees and other individuals or entities. Amounts stated in the financial statements represent the best possible estimates of liabilities at the reporting date.

The provision as at 31 December 2024 included provisions of Euro 8,563 thousand (Euro 296 thousand at 30 June 2025) for indemnities to be paid to the purchaser of the suspension business in Mexico, which was sold in 2023, in order to guarantee continuity of production to customers. It should be noted that, in the first half of 2025, the amount of Euro 6,012 thousand was paid to the counterparty by offsetting receivables claimed by the Sogefi Group (of which Euro 4,932 thousand included in "Other receivables" and Euro 1,080 thousand included in "Trade receivables") and the amount of Euro 2,255 thousand was used to cover cash outflows.

Other payables

As at 30 June 2025, the item "Other payables" amounts to Euro 38,297 thousand (Euro 39,743 thousand as at 31 December 2024), and mainly reflects the non-current portion of the liabilities recorded upon contracts with customers. These liabilities represent the amounts received from customers for the sale of tooling and prototypes that will be recognised in the income statement over the life of the product.

19. SHARE CAPITAL AND RESERVES

Share capital

The share capital of the Parent Company Sogefi S.p.A. is fully paid in and amounts to Euro 62,461 thousand as of 30 June 2025 (not changed compared to 31 December 2024), split into 120,117,992 ordinary shares with a par value of Euro 0.52 each.

As at 30 June 2025, the Company has 1,007,363 treasury shares (1,082,735 as at 31 December 2024) in its portfolio, corresponding to 0.84% of share capital (0.9% as at 31 December 2024), at an average price of Euro 2.28 each.

Share premium reserve

This item amounts to Euro 155 thousand, unchanged compared to the previous financial year.

Treasury shares

Item "Treasury shares" reflects the purchase price of treasury shares. Movements during the year amount to Euro 175 thousand and reflect the free grant of 75,372 treasury shares as reported in the note to "Stock-based incentive plans reserve".

Translation reserve

This reserve is used to record the exchange differences arising from the translation of foreign subsidiaries' financial statements.

Changes during the period show a decrease of Euro 15,164 thousand mainly due to the depreciation of the Argentine peso, Canadian dollar, US dollar and Chinese renminbi.

Reserve for actuarial gains/losses

The reserve includes actuarial gains (losses) recognised in Other Comprehensive Income, as required by IAS 19 "Employee Benefits".

Stock-based incentive plans reserve

The reserve refers to credit to equity for stock-based incentive plans, assigned to Directors and employees.

In the first half of 2025, further to Stock Grant Plan beneficiaries exercising their rights and due to the corresponding free grant of 75,372 treasury shares, the amount of Euro 82 thousand, corresponding to the fair value at right (Unit) allocation date, was reclassified from "Stock- based incentive plans reserve" to "Retained earnings reserve" (increased of Euro 83 thousand).

While the increase by Euro 477 thousand refers to the cost of accruing plans.

Other reserves

This item amounts to Euro 4,450 thousand (unchanged compared to 31 December 2024).

Retained earnings

These totalled Euro 282,228 thousand and include amounts of profit that have not been distributed.

The increase of Euro 2,485 thousand refers to the following events:

  • reclassification from the "Stock-based incentive plans reserve" for a total amount of Euro 82 thousand;
  • the effect of the application of IAS 29 "Financial Reporting in Hyperinflationary Economies" in the Argentine subsidiaries (increase of Euro 2,403 thousand).

Tax on items booked in Other Comprehensive Income

The table below shows the amount of income taxes relating to each item of Other Comprehensive Income:

(in thousands of Euro) 1st half 2025 1st half 2024
Gross Tax effect Net Gross Tax effect Net
Amount Amount Amount Amount
- Profit (loss) booked to cash
flow hedge reserve - - - (2,747) 659 (2,088)
- Actuarial profit (loss) - - - 1,372 (347) 1,025
- Profit (loss) booked to translation reserve (15,275) - (15,275) 4,487 - 4,487
Total Profit (loss) booked in Other
Comprehenive Income (15,275) - (15,275) 3,112 312 3,424

NON-CONTROLLING INTERESTS

The balance amounts to Euro 11,002 thousand and refers to the portion of shareholders' equity attributable to non-controlling interests.

Details of non-controlling interests are given below:

(in thousands of Euro) % owned by third parties Loss (profit) attributable
to non-controlling
interests
Shareholders' equity
attributable to non
controlling interests
Subsidiary's name Region 06.30.2025 12.31.2024 06.30.2024 06.30.2025 06.30.2024 06.30.2025 12.31.2024
S.ARA Composite S.A.S. France 4.21% 4.21% 4.21% - (3) 13 14
Iberica de Suspensiones S.L. (ISSA) Spain 50.00% 50.00% 50.00% 1,506 1,621 10,185 11,881
Sogefi ADM Supensions Private Limited India 25.77% 25.77% 25.77% 89 (191) 780 801
Sogefi Suspensions Passenger Car Italy S.p.A. Italy 0.12% 0.12% 0.12% - - 11 11
Sogefi Suspensions Heavy Duty Italy S.p.A. Italy 0.12% 0.12% 0.12% - 3 13 14
TOTAL 1,595 1,430 11,002 12,721

With reference to the above table, please note that the company Iberica de Suspensiones S.L. (ISSA) – which is 50% owned – is treated as a subsidiary because the Group controls the majority of votes of the board of directors, which is the corporate body tasked with deciding on the entity's relevant activities.

20. ANALYSIS OF THE TOTAL FINANCIAL INDEBTEDNESS

The following table provides details of the Financial Indebtedness as required by Consob in its communication no. DEM/6064293 of 28 July 2006 as subsequently updated, according to ESMA Guidelines ESMA32-382-1138 dated 4 March 2021:

(in thousands of Euro) June 30, 2025 December 31, 2024
A. Cash 45,770 57,327
B. Cash equivalent - -
C. Other current financial assets 7,840 6,868
D. Liquidity (A) + (B) + (C) 53,610 64,195
E. Current Financial Debt (including debt instruments, but excluding
current portion of non-current financial debt) 1,129 338
F. Current portion of non-current financial debt 16,476 23,155
G. Current financial indebtedness (E) + (F) 17,605 23,493
H. Net current financial indebtedness (G) - (D) (36,005) (40,702)
I. Non-current financial debt (excluding the current portion and debt
instruments) 97,814 100,056
J. Debt instruments - -
K. Non-current trade and other payables - -
L. Non-current financial indebtedness (I) + (J) + (K) 97,814 100,056
M. Net indebtedness (H) + (L) 61,809 59,354
Other non-current financial assets 2,502 4,355
Other current liabilities - -
Net Indebteness (as per the "Net financial position"
included in the Report on Operations) 59,307 55,000

It should be noted that item "F. Current portion of non-current financial debt" includes short-term liabilities related to lease agreements for Euro 8,606 thousand (Euro 9,858 thousand as at 31 December 2024) and item "I. Non-current financial debt (excluding the current portion and debt instruments)" includes long-term liabilities relating to leases for Euro 31,417 thousand (Euro 35,635 thousand as at 31 December 2024).

Details of the covenants applying to loans outstanding at the end of the first half year 2025 are as follows (please read Note 15 "Financial debts to banks and other financing creditors" above for further details on loans):

  • loan of Euro 25,000 thousand from Unicredit S.p.A.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less or equal to 4; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3;

  • loan of Euro 60,000 thousand from Banca Nazionale del Lavoro S.p.A.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less than or equal to 4; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3;

  • loan of Euro 35,000 thousand from Ing Bank N.V.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less or equal to 4; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3;

  • loan of Euro 50,000 thousand from Intesa Sanpaolo S.p.A.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less or equal to 4; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3;

  • loan of Euro 10,000 thousand from Cassa depositi e prestiti S.p.A. (entered into in June 2021): the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less or equal to 4; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3;

  • loan of Euro 10,000 thousand from Cassa depositi e prestiti S.p.A. (entered into in November 2021): the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less or equal to 4; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3.

  • loan of Euro 20,000 thousand from Citibank, N.A. Milan Branch: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less or equal to 4; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3.

The Group met these covenants at the end of the first half of 2025. Therefore, the related loans were classified as current or non-current liabilities at 30 June 2025 on the basis of their respective contractual maturities.

The Group expects to comply with the covenants for at least 12 months after the end of the current financial year.

D) NOTES ON THE MAIN INCOME STATEMENT ITEMS: INCOME STATEMENT

21. SALES REVENUES

Revenues from sales and services

Revenues for the first half year 2025 amounted to Euro 508.6 million, down 3.0% from the same period of 2024 and down 1.2% at constant exchange rates and net of Argentina's inflation.

Revenues by business sector and geographic area break down as follows:

By business sector:

(in thousands of Euro) 1st half 2025 1st half 2024
Amount % Amount %
Suspensions 275,893 54.2 290,752 55.5
Air&Cooling 232,386 45.7 233,989 44.6
Intercompany eliminations 281 0.1 (626) (0.1)
TOTAL 508,560 100.0 524,115 100.0

The Suspension sector recorded a drop in revenues of 5.1% (-3.5% at constant exchange rates), being particularly affected by the weakness of the European market (which accounts for 68% of revenues), especially in the Heavy Duty segment; in China and South America, revenues at constant exchange rates grew by about 8%.

The Air and Cooling sector reported virtually steady revenues, with a drop of 0.7% at current exchange rates, and an increase of 1.2% at constant exchange rates. The 7.1% decline in Europe, a region accounting for 38% of total revenues, was more than offset by 5.6% growth at constant exchange rates in North America (the leading market for this business unit) and 12% in China.

(in thousands of Euro) 1st half 2025 1st half 2024
Amount % Amount %
Europe 276,004 54.3 298,309 56.9
North America 112,255 22.1 109,920 21.0
South America 54,482 10.7 54,052 10.3
India 7,658 1.5 9,384 1.8
Cina 58,479 11.5 54,044 10.3
Intercompany eliminations (318) (0.1) (1,594) (0.3)
TOTAL 508,560 100.0 524,115 100.0

By geographic area:

In Europe, the group's largest market (54% of total revenues for the first half of 2025), sales were down 7.5%, impacted by the unfavourable market trend, both for Passenger Cars and Heavy Duty vehicles; in NAFTA, the group's second largest market (22% of revenues), sales increased by 2.1% and 5.6% at constant exchange rates, despite the downturn in the market, also helped by a probable increase in customer inventories before the new tariffs apply. Also China had a positive performance, with 9.9% growth at constant exchange rates thanks to the good market trend and the development of business also with local manufacturers. Mercosur as

well, with 8.3% growth at constant exchange rates in a positive market in the first half of 2025.

22. SEASONAL NATURE OF SALES

The type of products sold by the company and the sectors in which the Group operates mean that revenues record a reasonably linear trend over the course of the year and are not subject to particular cyclical phenomena when considered on a likefor-like basis.

Sales by half-year period for the past year are shown below:

(in thousands of Euro) 1st half 2nd half Total year
FY 2024 524,115 498,162 1,022,277

23. VARIABLE COST OF SALES

Details are as follows:

(in thousands of Euro) 1st half 2025 1st half 2024
Materials 272,308 287,297
Direct labour cost 38,364 38,518
Energy costs 16,735 16,774
Sub-contracted work 12,931 13,114
Ancillary materials 7,120 8,194
Variable sales and distribution costs 7,843 7,703
Royalties paid to third parties on sales 62 27
Other variable costs 752 679
TOTAL 356,115 372,306

The impact of "Variable cost of sales" on revenues stands at 70%, steady compared to the same period in the previous year.

"Other variable costs" represent the portion of direct labour cost and fixed cost included in the change in the inventory of finished goods and semi-finished products. Please note that the portion of change in inventory relating to raw materials is included in the line "Materials".

24. MANUFACTURING AND R&D OVERHEADS

(in thousands of Euro) 1st half 2025 1st half 2024
Labour cost 31,893 33,537
Materials, maintenance and repairs 11,754 12,092
Rental and hire charges 161 495
Personnel services 2,325 2,495
Technical consulting 2,203 2,905
Sub-contracted work 87 223
Insurance 902 809
Utilities 834 979
Capitalization of internal construction costs (6,878) (7,898)
Other 1,544 1,022
TOTAL 44,825 46,659

Details are as follows:

"Manufacturing and R&D overheads" show a decrease of Euro 1,834 thousand compared with the first half year 2024. At constant exchange rates and excluding the inflationary impact of Argentina, the decrease would be Euro 1,250 thousand.

"Labour cost", in particular, decreased by Euro 1,644 thousand compared to the first half of 2024, due to an exchange rate effect of Euro 419 thousand and to the reduction in the average number of employees of the category being analysed.

The heading "Materials, maintenance and repairs" decreased by Euro 338 thousand compared to the first half of 2024, linked to less maintenance work.

"Technical consulting" decreased by Euro 702 thousand compared to the first semester 2024 as a consequence of a less extensive use of external consultants related to research and development activities, especially by the French subsidiaries Sogefi Suspensions S.A. and United Springs S.A.S. and by the Romanian subsidiary Sogefi Suspensions Eastern Europe S.R.L..

The item "Personnel services" decreased by Euro 170 thousand compared to the first semester 2024 and refers to lower travel expenses and staff service expenses.

It should be noted that the item "Rents and hires" includes costs relating to variable payments and ancillary costs due for leases not included in the valuation of lease liabilities, short-term leases and leases of small value assets.

"Capitalization of internal construction costs" mainly reflects capitalised product development costs.

The item "Other" includes other services in support of industrial and research and development activities, as well as contributions for research and development of the French subsidiaries.

Total costs for Research and Development (not reported in the table but included mainly under the headings "Labour cost", "Materials, maintenance and repairs" and

"Technical consulting") amount to Euro 10,091 thousand compared to Euro 10,592 thousand as of 30 June 2024.

25. DEPRECIATION AND AMORTIZATION

Details are as follows:

(in thousands of Euro) 1st half 2025 1st half 2024
Depreciation of tangible fixed assets 25,513 27,008
Depreciation of Right of Use/asset under finance leases IAS 17 3,862 3,536
Amortization of intangible assets 7,797 8,641
TOTAL 37,172 39,185

Item "Depreciation and amortization" amounts to Euro 37,172 thousand compared with Euro 39,185 thousand in the first half year 2024.

At constant exchange rates and excluding the inflationary impact of Argentina, the item would overall decrease by Euro 1,509 thousand.

26. DISTRIBUTION AND SALES FIXED EXPENSES

The table below shows the main components of this item:

1st half 2025 1st half 2024
5,828 5,943
296 265
338 163
360 300
241 277
67 62
652 346
7,782 7,356

"Distribution and sales fixed expenses" increased by Euro 426 thousand. At constant exchange rates and excluding the inflationary impact of Argentina, the item would increase by Euro 554 thousand.

The item "Other" includes other services in support of distribution activities and recorded an increase of Euro 307 thousand compared to first semester 2024, in particular for storage services in external warehouses.

27. ADMINISTRATIVE AND GENERAL EXPENSES

(in thousands of Euro) 1st half 2025 1st half 2024
Labour cost 11,703 13,616
Personnel services 1,299 1,256
Maintenance and repairs 2,101 1,995
Cleaning and security 696 712
Consulting 2,302 2,950
Utilities 573 618
Rental and hire charges 501 591
Insurance 1,224 1,139
Participation des salaries 531 989
Administrative, financial and tax-related services provided by
Parent Company 174 173
Audit fees and related expenses 689 665
Directors' and statutory auditors' remuneration 414 511
Sub-contracted work 297 307
Capitalization of internal construction costs (12) (216)
Indirect taxes 2,403 1,804
Other fiscal charges 359 433
Other 1,113 789
TOTAL 26,367 28,332

These can be broken down as follows:

In the first half of 2025, "Administrative and general expenses" decreased by Euro 1,965 thousand compared to the first semester 2024. At constant exchange rates and excluding the inflationary impact of Argentina, the decrease would be Euro 1,746 thousand.

"Labour cost", in particular, decreased by Euro 1,913 thousand compared to the first half of 2024, mainly due to the reduction in the average number of employees of the category being analysed.

The decrease in the item "Consulting" of Euro 648 thousand was mainly due to decreased legal, tax and administrative consulting services for the subsidiary Sogefi Gestion S.A.S. and some European subsidiaries.

The decrease of item "Participation des salaries" of Euro 458 thousand is traced back to the worse tax results obtained by the French subsidiaries, which are the basis for calculating this cost item.

With reference to the header "Administrative, financial and tax-related services provided by Parent Company", please refer to Note 39 "Related party transactions" for more details.

"Indirect taxes" include tax charges such as property tax, taxes on sales revenues (taxe organic of the French companies), non-deductible VAT and taxes on professional training.

"Other fiscal charges" consist of the cotisation économique territoriale (previously called taxe professionnelle) relating to the French companies, which is calculated on the value of fixed assets and on added value.

28. PERSONNEL COSTS

Personnel

Personnel costs can be broken down as follows:

(in thousands of Euro) 1st half 2025 1st half 2024
Wages, salaries and contributions 87,200 91,046
Pension costs: defined benefit plans 247 252
Pension costs: defined contribution plans 341 316
Participation des salaries 531 989
Imputed cost of stock option and stock grant plans 477 268
Other costs 8 3
TOTAL 88,804 92,874

"Personnel costs" of Euro 88,804 thousand decreased by Euro 4,070 thousand compared to the first half of 2024. At constant exchange rates and excluding the inflationary impact of Argentina, the item "Personnel costs" would decrease by Euro 2,919 thousand.

The impact of "Personnel costs" on revenues is 17.5%, in line compared to 17.7% as at 30 June 2024.

"Wages, salaries and contributions", "Pension costs: defined benefit plans" and "Pension costs: defined contribution plans" are posted in the tables provided above at line "Labour cost".

"Other costs" is included in "Administrative and general expenses".

"Imputed cost of Stock Grant plans" is included in "Other non-operating expenses (income)". The following paragraph "Personnel benefits" provides details of the Stock Option and Stock Grant plans.

The average number of employees broken down by category is as follows:

(Number of employees) 1st half 2025 1st half 2024
Managers 32 35
Clerical staff 812 842
Blue collar workers 2,460 2,457
TOTAL 3,304 3,334

Personnel benefits

Sogefi S.p.A. implements stock-based incentive plans for the employees of the Company and of its subsidiaries that hold important positions of responsibility within the Group. The purpose is to foster greater loyalty to the Group and to provide an incentive that will raise their commitment to improving business performance and generating value in the long term.

The stock-based incentive plans of Sogefi S.p.A. are first approved by the Shareholders' Meeting.

Except as outlined at the following paragraphs "Stock Grant plans", the Group has not carried out any other transaction that involves the purchase of goods or services with payments based on shares or any other kind of instrument representing portions of equity. As a result, it is not necessary to disclose the fair value of such goods or services.

The Group has issued plans from 2015 to 2025 of which the main details are provided blow.

Stock Grant plans

The Stock Grant plans provide for the free assignment of conditional rights (called units) that cannot be transferred to third parties or other beneficiaries; each of them entitles to the free assignment of one Sogefi S.p.A. share.

Until 2019, the plans provided for two categories of units:

• Time-based Units, the vesting of which is subject to the passing of the established time periods;

• Performance Units type A, whose vesting is subject to the passing of the time periods and the achievement of the targets based on the market value of the share, as set out in the regulation.

Starting with the 2020 Stock Grant Plan, an additional category of units was added:

• Performance Units type B, whose vesting is subject to the passing of the time periods and the achievement of the Economic-Financial Targets set out in the regulation.

In this regard, it should be noted that with the issuance of the 2022 Stock Grant Plan, the Type B Performance Units are also subject to the achievement of the Non-Financial Targets, measured on the basis of the comparison between the Non-Financial Results and the Non-Financial Targets set forth in the regulation.

The regulation provides for a minimum holding period during which the shares held for the plan can not be disposed of.

All shares assigned under these plans will be treasury shares held by Sogefi S.p.A. According to the regulation, a pre-condition for assigning the shares is a continued employer-employee relationship or the continued appointment as a director/executive of the Company or one of its subsidiaries throughout the vesting period of the rights.

On 24 April 2025, the Board of Directors executed the 2025 Stock Grant plan approved by the Shareholders' Meeting held on the same date to assign a maximum of 1,250,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 755,000 Units (377,500 of which were Time-based Units, 226,500 Performance Units type A and 151,000 Performance Units type B).

The Time-Based Units will vest in twelve instalments, each equal to 8.33% of the total number of Time-Based Units granted, on a quarterly basis commencing on 24 April 2027, with final vesting on 24 January 2030.

Performance Units type A will vest at the same vesting dates established for Timebased Units, provided that the increase in price value of Sogefi S.p.A. shares at each

vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) at that date.

Performance Units type B will vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, starting on 30 July 2027, at the following vesting dates and under the following conditions:

1) the first portion, with effect from 30 July 2027, depending on the achievement of the Economic-Financial Targets and Non-Financial Targets for the financial year 2026, in accordance with the Regulation;

2) the second portion, with effect from 30 July 2028, depending on the achievement of the Economic-Financial Targets and Non-Financial Targets for the financial year 2027, in accordance with the Regulation;

3) the third portion, with effect from 30 July 2029, depending on the achievement of the Economic-Financial Targets and Non-Financial Targets for the financial year 2028, in accordance with the Regulation.

The fair value of the units granted during 2025 was determined at the time of granting, with the help of an external consultant, and was calculated on the basis of the binomial model for the valuation of American options known as the Cox, Ross and Rubinstein (CRR) model for Time-based units and Performance Units type B, and on the basis of the model called 'Monte Carlo simulation' for Performance Units type A. The overall fair value amounts to a total of Euro 1,235 thousand.

Input data used for measuring the fair value of the 2025 stock grant plan are provided below:

  • curves of EUR/SEK/CHF-riskless interest rates as at 24 April 2025;

  • price of the Sogefi S.p.A. share as at 24 April 2025 (equal to Euro 1.862), and of the securities included in the benchmark basket, again as at 24 April 2025;

  • standard prices of the Sogefi S.p.A. share and of the securities included in the benchmark basket, calculated as an average of the prices during the period starting on 24 March 2025 and ending on 23 April 2025 for the determination of the limit for Stock Grant Performance Units type A;

  • 260-day historical volatility values observed at 24 April 2025 for stocks and foreign exchange rates;

  • Dividend yield of zero and modest dividend of Euro 0.15 for the year 2025;

  • historical series of the logarithmic returns of involved securities and EUR/SEK and EUR/CHF exchange rates to calculate the correlation among securities and among the 2 non-EUR denominated securities and associated exchange rates (to adjust for estimated trends), calculated for the period starting on 24 April 2024 and ending on 24 April 2025.

The main characteristics of the Stock Grant plans approved during previous years and still under way are outlined below:

• 2015 Stock Grant plan to assign a maximum of 1,500,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 441,004 Units (190,335 of which were Time-based Units and 250,669 Performance Units).

The Time-based Units were scheduled to vest in tranches on a three-monthly basis, accounting for 12.5% of their respective total, starting on 20 October 2017 and ending on 20 July 2019.

The Performance Units were scheduled to vest at the same vesting dates established for Time-based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) on that date.

On 30 June 2025, 56,397 Time-based Units and 179,805 Performance Units expired as per regulation. While 126,948 Time-based Units and 67,943 Performance Units had been exercised.

• 2016 Stock Grant plan to assign a maximum of 750,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 500,095 Units (217,036 of which were Time-based Units and 283,059 Performance Units).

The Time-based Units were scheduled to vest in tranches on a three-monthly basis, accounting for 12.5% of their respective total, starting on 27 July 2018 and ending on 27 April 2020.

The Performance Units were scheduled to vest at the same vesting dates established for Time-based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) on that date.

On 30 June 2025, 77,399 Time-based Units and 100,948 Performance Units expired as per regulation. While 139,638 Time-based Units and 182,111 Performance Units had been exercised. Therefore, as at 30 June 2025, no Units remain that could be exercised with respect to this plan.

• 2017 Stock Grant plan to assign a maximum of 750,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 287,144 Units (117,295 of which were Time-based Units and 169,849 Performance Units).

The Time-based Units were scheduled to vest in tranches on a three-monthly basis, accounting for 12.5% of their respective total, starting on 26 July 2019 and ending on 26 April 2021.

The Performance Units were scheduled to vest at the same vesting dates established for Time-based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) on that date.

On 30 June 2025, 36,703 Time-based Units and 169,849 Performance Units expired as per regulation. While 79,547 Time-based Units had been exercised.

• 2018 Stock Grant plan to assign a maximum of 500,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 415,000 Units (171,580 of which were Time-based Units and 243,420 Performance Units).

The Time-based Units were scheduled to vest in tranches on a three-monthly basis, accounting for 12.5% of their respective total, starting on 23 July 2020 and ending on 23 April 2022.

The Performance Units were scheduled to vest at the same vesting dates established for Time-based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) on that date.

On 30 June 2025, 95,446 Time-based Units and 243,420 Performance Units expired as per regulation. While 74,244 Time-based Units had been exercised.

• 2019 Stock Grant plan to assign a maximum of 500,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 469,577 Units (213,866 of which were Time-based Units and 255,711 Performance Units).

The Time-based Units were scheduled to vest in tranches on a three-monthly basis, accounting for 12.5% of their respective total, starting on 22 October 2021 and ending on 22 July 2023.

The Performance Units were scheduled to vest at the same vesting dates established for Time-based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) on that date.

On 30 June 2025, 112,416 Time-based Units and 140,424 Performance Units expired as per regulation. While 99,366 Time-based Units and 113,210 Performance Units had been exercised.

• 2020 Stock Grant plan to assign a maximum of 1,000,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 790,000 Units (235,000 of which were Time-based Units and 277,500 Performance Units type A and 277,500 Performance Units type B).

The Time-based Units were scheduled to vest in tranches on a three-monthly basis, accounting for 12.5% of their respective total, starting on 31 January 2023 and ending on 31 October 2024.

The Performance Units type A were scheduled to vest at the same vesting dates established for Time-based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) on that date.

The Performance Units type B were scheduled to vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, from 31 January 2023 to 31 July 2024, depending on the achievement of the Economic-Financial Targets set out in the regulation.

On 30 June 2025, 96,500 Time-based Units, 190,750 Performance Units type A and no. 201,729 Performance Units type B expired as per regulation. While 131,313 Time-based Units, 83,157 Performance Units type A and no. 72,853 Performance Units type B had been exercised.

• 2021 Stock Grant plan to assign a maximum of 1,000,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 897,500 Units (292,084 of which were Time-based Units and 302,708 Performance Units type A and 302,708 Performance Units type B).

Time-based Units will vest in tranches on a three-monthly basis, accounting for 8.33% of their respective total, starting on 30 April 2023 and ending on 31 January 2026.

Performance Units type A will vest at the same vesting dates established for Timebased Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) at that date.

Performance Units type B will vest in three annual tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, from 31 July 2023 to 31 July 2025, depending on the achievement of the Economic-Financial Targets set out in the regulation.

On 30 June 2025, 154,932 Time-based Units, 158,159 Performance Units type A and no. 181,840 Performance Units type B expired as per regulation. While 109,655

Time-based Units, 119,237 Performance Units type A and no. 90,315 Performance Units type B had been exercised.

• 2022 Stock Grant plan to assign a maximum of 1,000,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 995,000 Units (294,166 of which were Time-based Units and 350,417 Performance Units type A and 350,417 Performance Units type B).

Time-based Units will vest in tranches on a three-monthly basis, accounting for 8.33% of their respective total, starting on 30 April 2024 and ending on 31 January 2027.

Performance Units type A will vest at the same vesting dates established for Timebased Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) at that date.

Performance Units type B will vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, from 31 July 2024 to 31 July 2026, depending on the achievement of the Economic-Financial Targets set out in the regulation.

On 30 June 2025, 155,347 Time-based Units, 186,701 Performance Units type A and no. 183,222 Performance Units type B expired as per regulation. While 55,554 Timebased Units, 71,600 Performance Units type A and no. 66,250 Performance Units type B had been exercised.

• 2023 Stock Grant plan to assign a maximum of 1,250,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 980,000 Units (277,500 of which were Time-based Units and 351,250 Performance Units type A and 351,250 Performance Units type B).

Time-based Units will vest in tranches on a three-monthly basis, accounting for 8.33% of their respective total, starting on 22 December 2025 and ending on 22 September 2028.

Performance Units type A will vest at the same vesting dates established for Timebased Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) at that date.

Performance Units type B will vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, from 22 December 2025 to 22 December 2027, depending on the achievement of the Economic-Financial Targets set out in the regulation.

On 30 June 2025, 135,834 Time-based Units and 179,583 Performance Units type A and 179,583 Performance Units type B expired as per regulation.

• 2024 Stock Grant plan to assign a maximum of 1,250,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 718,000 Units (359,000 of which were Time-based Units and 215,400 Performance Units type A and 146,300 Performance Units type B).

Time-based Units will vest in tranches on a three-monthly basis, accounting for 8.33% of their respective total, starting on 13 December 2026 and ending on 13 September 2029.

Performance Units type A will vest at the same vesting dates established for Timebased Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) at that date.

Performance Units type B will vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, from 13 December 2026 to 13 December 2029, depending on the achievement of the Economic-Financial Targets set out in the regulation.

The imputed cost for 2025 for existing Stock Grant plans is Euro 477 thousand, and is booked to the Consolidated Income Statement under "Other non-operating expenses (income)".

June 30, 2025 December 31, 2024
Not exercised/not exercisable at the start of the period 1,677,431 2,503,788
Garanted during the period 755,000 718,000
Cancelled during the period (8,667) (1,089,936)
Exercised during the period (75,372) (454,421)
Not exercised/not exercisable at the end of the period 2,348,392 1,677,431
Exercisable at the end of the period 95,334 95,334

The line "Not exercised/not exercisable at the end of the period" refers to the total number of options, net of those exercised or cancelled during the current and previous periods.

The line "Exercisable at the end of the period" refers to the total amount of options matured at the end of the period and not yet subscribed.

29. RESTRUCTURING COSTS

The "Restructuring costs" amount to Euro 1,470 thousand (Euro 2,016 thousand in the first half year of the previous year).

The item "Restructuring costs" mainly includes personnel costs and is comprised of costs incurred and paid in the first half of 2025 in the amount of Euro 1,905 thousand and use of allocations of the previous years net of the new provisions made to "Provision for restructuring" in the amount of Euro 435 thousand.

30. LOSSES (GAINS) ON DISPOSAL

Net gains on disposal amounted to Euro 10 thousand compared to Euro 27 thousand net losses in the first six months of the previous year.

31. EXCHANGE (GAINS) LOSSES

Net exchange losses as at 30 June 2025 amount to Euro 1,515 thousand compared to net exchange gains of Euro 822 thousand in the first half of 2024.

32. OTHER NON-OPERATING EXPENSES (INCOME)

Net non-operating costs amounted to Euro 606 thousand, compared to net nonoperating costs of Euro 1,220 thousand in the first six months of the previous year.

The following table shows the main elements:

(in thousands of Euro) 1st half 2025 1st half 2024
Write-downs
of
tangible
and
intangible
fixed
assets/
(revaluation during the period) (355) (34)
Product warranty costs 284 445
Cost of stock options and stock grant plans 477 268
Litigations 670 544
Other ordinary (income) expenses (470) (3)
TOTAL 606 1,220

The item "Writedowns of tangible and intangible fixed assets (revaluation during the period)", positive for Euro 355 thousand, includes impairment reversals of tangible fixed assets, and of intangible fixed assets written down in previous years for which the writedown requirements no longer exist.

33. FINANCIAL EXPENSES (INCOME), NET

Financial expenses are detailed as follows:

(in thousands of Euro) 1st half 2025 1st half 2024
Interests on bonds - 820
Interest on amounts due to banks 1,883 6,474
Financial charges under lease contracts 963 1,054
Financial component of pension funds and termination
indemnities 162 103
Financial component IAS 29 1,041 1,886
Other interest and commissions 2,962 5,444
TOTAL FINANCIAL EXPENSES 7,011 15,781

Financial income is detailed as follows:

(in thousands of Euro) 1st half 2025 1st half 2024
Fair value financial income from IRS in cash flow hedge - (2,254)
Financial income from IRS in cash flow hedge - (1,124)
Interest on amounts given to banks (1,047) (1,900)
Other interest and commissions (226) (1,404)
TOTAL FINANCIAL INCOME (1,273) (6,682)
TOTAL FINANCIAL EXPENSES (INCOME), NET 5,738 9,099

Net financial expenses amount to Euro 5,738 thousand, down by Euro 3,361 thousand compared to the first half of 2024, thanks to lower indebtedness.

Please note that the item "Other interest and commissions - financial expenses", amounting to Euro 2,962 thousand as at 30 June 2025, includes Euro 1,649 thousand related to the Argentine subsidiary Sogefi Suspension Argentina S.A. with reference

to the exchange loss recognised using part of the liquidity for the payment of suppliers in US dollars.

It should also be noted that the item "Other interest and commissions - financial income" (equal to Euro 226 thousand as at 30 June 2025) includes a negative amount of Euro 71 thousand (a positive amount of Euro 1,284 thousand as at 30 June 2024) related to dollar-linked bond instruments, measured at amortised cost, held to mitigate the effects of the devaluation of the Argentine Peso (ARS).

34. LOSSES (GAINS) FROM EQUITY INVESTMENTS

This item amounts to zero (unchanged compared to 30 June 2024).

35. INCOME TAXES

The detail is given below:

(in thousands of Euro) 1st half 2025 1st half 2024
Current taxes 7,156 8,970
Deferred tax liabilities (assets) 29 (921)
(Gain) loss from partecipation to fiscal consolidation 10 (87)
TOTAL 7,195 7,962

The average tax rate at 30 June 2025 is 26.7% (42.5% as at 30 June 2024).

The Pillar 2/GloBE rules came into force in Italy as of 1 January 2024 by means of Italian Legislative Decree no. 209/2023 implementing Directive No. 2523/2022/EU in Italy and are applicable to Sogefi S.p.A., providing that the entities that are part of the group - wherever they are located - are subject to an effective income tax rate of at least 15%, to be determined on the basis of a detailed calculation based on the accounting and tax data of such entities. Where the actual level of taxation is lower than the minimum level, this results in the application of a minimum tax (so-called "Top-Up Tax") up to the value of actual taxation of 15%.

From a regulatory standpoint, it should be noted that during 2024 and the first half of 2025, the process of implementing Italian Legislative Decree No. 209/2023 continued through the release of a number of Ministerial Decrees with implementing functions, thereby completing the regulatory framework envisaged by the legislator. However, a number of further measures still remain to be issued to regulate specific operational and procedural steps.

The Sogefi Group has carried out an estimation of the impacts resulting from the entry into force of the Pillar 2/GloBE rules, with the support of an external consultant, in order to identify the scope of application and the potential impact of this new legislation on the jurisdictions within its consolidation scope, also making use of the so-called CbCR Transitional Safe Harbours ("TSH") applicable in the three-year period 2024-2026 (the so-called Transition Period) as provided by art. 39 of Italian Legislative Decree No. 209/2023 and by the Decree of 20 May 2024 of the Minister of Economy and Finance on the implementation of the rules on simplified regimes.

In accordance with the OECD guidelines and Italian implementation regulations, the CbCR Transitional Safe Harbours tests have been prepared using - from a forwardlooking perspective - the information available in the "Country-by-Country Report"

(CbCR) of the Ultimate Parent Entity for the year 2024 with an approach that considers the "aggregated" data of the entities that are part of the Group located within the same jurisdiction as the one the group operates ("jurisdictional blending approach").

Based on this activity, CbCR Transitional Safe Harbours were positively found for the following jurisdictions where the Sogefi Group operates: Argentina, Brazil, Canada, France, Germany, India, Mexico, Netherlands, United Kingdom, Romania, Spain, Sweden.

In these jurisdictions - for the first half of 2025 - there were no changes in the business structure and local legislation, which would suggest a change in the conclusions of the tests performed, except for the jurisdictions in which the entities of the so-called "Filtration" business unit operated, which was divested during 2024 (effective from June 2024). In this regard, the jurisdictions where there were entities belonging to the so-called "Filtration" business unit are as follows: France, Germany, India, Italy, Morocco, the Netherlands, Romania, Slovenia, Spain, Sweden and the United Kingdom.

It should be noted that, as a result of the sale of the "Filtration" business unit, the Sogefi Group no longer operates in Morocco and Sweden.

Based on the 2024 FY data, i.e. the Group's Country-by-Country Report data, supplemented by the additional data as at 31 December 2024 required for the purposes of the CbCR Transitional Safe Harbours, which are the latest available GloBE/Pillar 2 data, jurisdictions that have not passed any of the applicable tests during the transition period and which, therefore, could result in the application of the supplementary tax are China, Italy, Slovenia, and Morocco. With regard to the Italian and Slovenian jurisdictions, it is noted that, although the CbCR Transitional Safe Harbours were not applicable, no top-up tax has been estimated, as the Pillar 2/GloBE calculation estimate resulted in no amount due. Based on the data available for the year 2024 (reporting packages prepared by the subsidiaries for the purpose of preparing the consolidated financial statements of the group and data of the CbCR), prospectively and prudentially, considering the "adjustments" that could have an impact on the level of effective taxation in 2025, for the entities of the group located in China and Morocco the estimated supplementary tax would amount to a total of about Euro 106 thousand (of which Euro 30 thousand relating to China, Euro 76 thousand relating to Morocco, jurisdiction in which the Sogefi Group no longer operates following the sale of the "Filtration" business unit). The amounts as posted are equivalent to the estimated impact for the financial year 2024, divided by half because it refers to a half year.

This estimated value - based on a forward-looking approach of the data available to date, as detailed above - represents the Group's best estimate to date of the expected impact of the articulated set of Pillar 2/GloBE rules on the financial year 2025 and was determined by considering the amount of the pre-tax income (as resulting from the CbCR for the financial year 2024), the amount of the "Substance-Based Income Exclusion" and a tax rate applied to calculate the estimated impact equal to the difference between 15% and the effective tax rate applied in the individual jurisdiction (obtained on the basis of the "Simplified effective tax rate test" described above). Since not all of the adjustments that would have been required by the Pillar 2/GloBE rules "when fully implemented" have been included in the calculation estimate, the actual impact that such rules could have on the Sogefi Group's income could differ from the initial estimate made for the 2024 financial year and will be subject - for the same financial year - to a more precise determination when calculating the effective tax rate pursuant to the Pillar 2/GloBE rules.

Finally, it should be noted that the Group did not recognise any effect for deferred taxation purposes resulting from the entry into force of the Pillar 2 rules as of 1 January 2024.

36. INCOME (LOSS) FROM DISCONTINUED OPERATIONS NET OF TAX EFFECTS

The item amounted to Euro 542 thousand for the first half of 2025 (Euro 136,441 thousand as at 30 June 2024), and includes the values referred to the Filtration division sold in May 2024.

In particular, the amount of Euro 542 thousand refers to tax income recognised following the finalisation of the calculation of taxes relating to the transaction in question.

The following table shows the Result of discontinued operations at 30 June 2025 and 30 June 2024.

(in thousands of Euro) 1st half 2025 1st half 2024
Filtration Division
Sales revenues - 244,844
Costs - (214,639)
Operating income - 30,205
Financial expenses (income), net - (1,846)
Income taxes - (6,180)
Net Operating income, net of tax effects (A) - 22,179
Result of held for sale/discontinued activities - 130,493
Reclassification of differences from equity to profit (loss) over
the period - (6,017)
Ancillary charges (tax charges and costs arising from the sale
transaction) 542 (10,214)
Net income (loss) of held for sale
activities, net of tax
effects (B)
542 114,262
Income
(loss)
from discontinued
operations
net
of
tax
effects (A + B) 542 136,441
Earnings
per
share
(EPS),
without
discounted
operations
(Euro):
Basic 0.153 0.079
Diluted 0.153 0.079

37. DIVIDENDS PAID

In the first half of 2025, dividends in the amount of Euro 17,860 thousand were paid, equal to a dividend of Euro 0.15 per share.

The Company did not issue any shares other than ordinary shares; treasury shares are always excluded from the dividend.

38. EARNINGS PER SHARE (EPS)

Basic earnings per share is calculated by dividing the net profit/(loss) for the year, the profit/(loss) from operating activities and the profit/(loss) from discontinued operations, attributable to Shareholders holding ordinary shares of the Parent Company, by the weighted average number of shares outstanding during the year, excluding treasury shares. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to take into account all potential ordinary shares that may result in a dilutive effect. The Company only has one category of potential ordinary shares, namely those deriving from the potential exercise of the stock grant plans granted to employees. The calculation of outstanding ordinary shares excludes treasury shares.

Basic EPS

Information on shares for the calculation of basic earnings per share is set out below.

2025 2024
Net result attributable to the ordinary shareholders
(in thousands of Euro) 18,732 145,786
Weighted average number of shares outstanding (thousands) 119,070 118,622
Basic EPS (Euro) 0.157 1.229
2025 2024
Consolidated Statement of other comprensive income
attributable to the ordinary shareholders
(in thousands of Euro) 3,568 149,182
Weighted average number of shares outstanding (thousands) 119,070 118,622
Basic EPS (Euro) 0.030 1.258
2025 2024
Net result of operating activity (in thousands of Euro) 19,785 10,775
Weighted average number of shares outstanding (thousands) 119,070 118,622
Basic EPS (Euro) 0.166 0.091
2025 2024
Net income (loss) from discountinued operations (in
thousands of Euro) 542 136,441
Weighted average number of shares outstanding (thousands) 119,070 118,622
Basic EPS (Euro) 0.005 1.150

Diluted EPS

Information on shares for the calculation of diluted earnings per share is set out below.

2025 2024
Net result attributable to the ordinary shareholders
(in thousands of Euro) 18,732 145,786
Weighted average number of shares outstanding (thousands) 119,070 118,622
Weighted average number of stock grant (thousands) 79 46
Adjusted weighted average number of shares outstanding
(thousands) 119,149 118,668
Diluted EPS (Euro) 0.157 1.229
2025 2024
Consolidated Statement of other comprensive income
attributable to the ordinary shareholders
(in thousands of Euro) 3,568 149,182
Weighted average number of shares outstanding (thousands) 119,070 118,622
Weighted average number of stock grant (thousands) 79 46
Adjusted weighted average number of shares outstanding
(thousands) 119,149 118,668
Diluted EPS (Euro) 0.030 1.257
2025 2024
Net result of operating activity (in thousands of Euro) 19,785 10,775
Weighted average number of shares outstanding (thousands) 119,070 118,622
Weighted average number of stock grant (thousands) 79 46
Adjusted weighted average number of shares outstanding
(thousands) 119,149 118,668
Diluted EPS (Euro) 0.166 0.091
2025 2024
Net income (loss) from discountinued operations (in
thousands of Euro) 542 136,441
Weighted average number of shares outstanding (thousands) 119,070 118,622
Weighted average number of stock grant (thousands) 79 46
Adjusted weighted average number of shares outstanding
(thousands) 119,149 118,668
Diluted EPS (Euro) 0.005 1.150

E) 39. RELATED PARTY TRANSACTIONS

See IAS 24 and the related communications from Consob for the definition of related party transactions.

The Group is controlled by the Parent Company CIR S.p.A. (which in turn is controlled by the ultimate Parent Company Fratelli De Benedetti S.p.A.), which as at 30 June 2025 held 59.60% of the share capital (60.11% of outstanding shares, excluding treasury shares). The shares of Sogefi S.p.A. are listed on the Euronext Star Milan Market.

The Group's half-year condensed consolidated financial statements include the financial statements of the consolidated companies, listed in chapter H "Group companies" along with the stake held in the same by the Group.

Dealings between Group companies are conducted at arm's length, taking into account the quality and type of services rendered.

The Parent Company Sogefi S.p.A., because of its role of Holding company, provides administrative, financial and management services directly to the two French sub-holding operative companies (Sogefi Suspensions S.A. and Sogefi Air & Cooling S.A.S.) which, in turn, beside dealing with the services provided by the Parent Company to the companies operating in the relevant business units, provide directly to the latter support services as well as operating and business services. The Parent Company also debits and credits interest at a market spread to those subsidiaries that have joined the Group's cash pooling system. The Parent Company is also charging royalties fees on the Group "SAP" information system to those subsidiaries at which implementation has been completed.

The subsidiary Sogefi Gestion S.A.S. carries out centralised functions and charges Group companies for administrative, financial, legal, industrial and IT services as well as royalties for the use of Group-wide IT applications.

As part of its activity, the Parent Company Sogefi S.p.A. makes use of the services provided by CIR S.p.A., its Parent Company, in areas such as planning and control, sustainability, administration, finance and corporate governance, IT support and consulting for communication and institutional matters. This relationship is regulated by contracts at arm's-length conditions and the cost is commensurate to the effective value of such services to the Sogefi Group in terms of the resources devoted to them and the specific economic advantages obtained as a result. It should be noted that Sogefi Group's interest in the provision of services by the parent company is considered to be preferable to services provided by third parties because of, among other things, its extensive knowledge acquired over time in its specific business and market environment.

Services provided to Sogefi S.p.A. by the Parent Company CIR S.p.A. as at 30 June 2025 amount to Euro 83 thousand, compared to Euro 92 thousand as at 30 June 2024. At 30 June 2025, amounts payable to the Parent Company CIR S.p.A. by Sogefi S.p.A. totalled Euro 17 thousand.

The Parent Company Sogefi S.p.A. had entered into a rental contract with the holding company CIR S.p.A. on the offices located in Milan, via Ciovassino 1 where Sogefi has its registered offices and administration.

As at 30 June 2025, the Italian companies of the Sogefi Group showed receivables from the parent company CIR S.p.A. relating to joining the tax filing system for Euro 2,287 thousand (Euro 4,456 thousand as at 31 December 2024, of which Euro 2,650 thousand collected during the first half of 2025) and payables for Euro 280 thousand also relating to the tax filing system (Euro 845 thousand as at 31 December 2024).

At the end of the first half of 2025, the Italian subsidiaries recorded an income of Euro 60 thousand following the transfer of fiscal surplus to companies that have joined the CIR Group tax filing system in order to have an interest cost deduction; the amount receivable as at 30 June 2025 of the Italian subsidiaries from the Parent Company CIR S.p.A. is equal to Euro 60 thousand.

At 30 June 2025, the Parent Company Sogefi S.p.A. records liabilities amounting to Euro 70 thousand reflecting the consideration due for the fiscal surplus transferred by companies that have joined the CIR Group tax filing system. The amount payable by Sogefi S.p.A. to Parent Company CIR S.p.A. for such consideration as at 30 June 2025 is Euro 70 thousand.

As regards economic transactions with the Board of Directors, Statutory Auditors, the Chief Executive Officer and the Managers with strategic responsibility, please refer to the attached table for remuneration paid in the first half of 2025.

Apart from those mentioned above and shown in the tables below, at the date of these half-year condensed consolidated financial statements, we are not aware of any other related party transactions.

The following tables summarise related party transactions:

(in thousands of Euro) June 30, 2025 December 31, 2024
Receivables
- for the Group tax filing to CIR S.p.A. 2,227 4,430
- for income following the transfer of fiscal surplus to the CIR Group 60 26
Payables
- for Director's remuneration 24 14
- for cost recharged from CIR S.p.A 81 -
- for services received from CIR S.p.A. 17 16
- for the cost of transferring tax surpluses from the CIR Group 70 26
- for the Group tax filing to CIR S.p.A. 210 819
Right of use (*)
- for rental property 440 546
Financial debts for right of use (*)
- for rental property 472 561
(in thousands of Euro)
Costs
1st half 2025 1st half 2024
- for services received from CIR S.p.A. 83 92
- for rental contract from CIR S.p.A. 10 -
- for reversal cost from the CIR S.p.A. 81 81
- amortization of right of use (*) 53 53
- for the cost of transferring tax surpluses from the CIR Group 70 -
Revenues
- for income following the transfer of fiscal surplus to the CIR Group 60 87
Compensation of directors and statutory auditors
- directors 274 382
- directors charged back to the parent company 10 10
- statutory auditors 47 47
- contribution charges on compensation to directors and statutory auditors 27 27
Compensation and related contributions to the General Manager (**) - 506
Compensation and related contributions to Manager with strategic
responsibilities ex Consob resolution no. 17221/2010 (***)
1,359 454

(*) As of 30 June 2025, rental payments of Euro 60 thousand have accrued relating to the rental contract of the headquarters in Via Ciovassino 1, Milan accounted for in accordance with IFRS 16.

(**) Position terminated on August 31, 2024.

(***) The item also includes the net imputed cost of Stock Grant plans for Euro 344 thousand (Euro 45 thousand in first half 2024) recognised in item "Other non-operating expenses (income)".

F) COMMITMENTS AND RISKS

40. INVESTMENT COMMITMENTS

At 30 June 2025, Group companies have binding commitments for investments relating to the purchase of property, plant and equipment for Euro 1,250 thousand (Euro 174 thousand at 31 December 2024).

41. GUARANTEES GIVEN

Details of guarantees are as follows:

(in thousands of Euro) June 30, 2025 December 31, 2024
PERSONAL GUARANTEES GIVEN
a) Sureties to third parties 481 481
b) Other personal guarantees in favour of third parties 1,750 1,750
TOTAL PERSONAL GUARANTEES GIVEN 2,231 2,231
REAL GUARANTEES GIVEN
a) Against liabilities shown in the financial statement 3,160 3,819
TOTAL REAL GUARANTEES GIVEN 3,160 3,819

The guarantees given in favour of third parties mainly relate to guarantees given to certain customers by subsidiary Sogefi Suspensions Heavy Duty Italy S.p.A.; guarantees are shown at a value equal to the outstanding commitment at the end of the reporting period. These accounts indicate risks, commitments and guarantees provided by Group companies to third parties.

The "Other personal guarantees in favour of third parties" relate to the commitment of the subsidiary Sogefi HD Suspensions Germany GmbH to the employee pension fund for the two business lines at the time it was acquired in 1996; this commitment is covered by the contractual obligations of the seller, who is a leading German operator.

"Real guarantees given" refer to subsidiaries Sogefi (Suzhou) Auto Parts Co., Ltd and Sogefi ADM Suspensions Private Limited, which pledged tangible fixed assets, trade receivables, and inventories as real guarantees (for an overall amount of Euro 3,160 thousand) to secure loans obtained from financial institutions equal to Euro 788 thousand.

42. OTHER RISKS

As at 30 June 2025, the Group had third-party goods and materials held at Group companies worth Euro 1,871 thousand.

43. CONTINGENT ASSETS/LIABILITIES

Potential liabilities

Sogefi Group is managing environmental issues in some production plants. No relevant costs are expected.

In October 2016, the Parent Company Sogefi S.p.A. received four notices of assessment relating to fiscal periods 2011 and 2012, as a result of a tax audit carried out during the first half year 2016, with two irregularities: i) undue detraction of Euro 0.6 million of VAT paid on purchases of goods and services, ii) non-deductibility from IRES tax (and relating non-deductibility for VAT of Euro 0.2 million) of the expense for services performed by parent company CIR S.p.A., for the overall taxable amount of Euro 1.3 million, not including interest and fines. The notices were challenged by the Company before the Province Tax Commission of Mantua, which on 14 July 2017 filed judgement no. 119/02/2017, ruling in favour of the Company on all claims. The Italian Tax Agency filed an appeal against parts of the judgement, requesting that only the notices of VAT assessment be sustained, and finally waiving the notices of IRES assessment (Italian Corporate Income Tax).

The Company has filed its rebuttal arguments against this partial appeal. On 19 November 2019, a hearing was held at the Lombardy Regional Tax Committee, which accepted the Authority's argument.

The judgement of the Regional Tax Committee (C.T.R.) of Lombardy, Brescia local unit, (no. 1/26/2020) was challenged by the Company before the Cassation on 30 September 2020. The Authority, through the Avvocatura Generale dello Stato (office of State lawyers), filed a defence.

On 31 December 2020, pending judgment on the merits, the Company paid the provisional amount ordered under Regional Tax Committee judgement no. 1/26/2020. This amount of Euro 1.3 million is included in the item "Tax receivables".

The public hearing was held on 6 November 2024. On 21 December 2024, the Italian Court of Cassation upheld the Company's appeal, overturning the CTR's judgment and referring it to another section of the Lombardy Tax Court of Second Instance to ascertain whether the system for determining the pro rata VAT used by the Company "is capable of identifying transactions that are actually eligible for deduction".

Following this victory, on 19 June 2025, the Company resumed proceedings before the Lombardy Tax Court of Second Instance, pursuant to Article 63 of Italian Legislative Decree no. 546/1992.

Based on the tax advisor's opinion, Directors believe the risk of losing to be possible but not likely.

Consequently, the Company did not set aside any amount for tax risks to contingent liabilities in financial statements as at 30 June 2025.

44. ATYPICAL OR UNUSUAL TRANSACTIONS

Pursuant to Consob Communication dated 28 July 2006, it is specified that the Group did not implement any atypical and/or unusual transactions during the first half-year 2025.

45. SUBSEQUENT EVENTS

No significant events occurred after 30 June 2025.

G) 46. FINANCIAL INSTRUMENTS

A) Exchange risk – not designated in hedge accounting

As at 30 June 2025 the following forward purchase/sale contracts were maintained to hedge the exchange risk on intercompany financial positions and on commercial positions:

Company Forward purchase/
Forward sale
Date opened Currency
exchange
Spot price Date closed Forward
price
Fair value at
06.30.2025 (*)
Sogefi Suspension
Brasil Ltda
S USD 250,000 04/25/2025 BRL/value 5.6738 07/10/2025 5.7730 13
Sogefi Suspension
Brasil Ltda
S USD 350,000 06/16/2025 BRL/value 5.5652 07/31/2025 5.5485 4
Sogefi Suspensions
Argentina
P USD 200,000 05/19/2025 ARP/value 1.1350 07/31/2025 1.1950 4
Sogefi Suspensions
Argentina
P USD 200,000 05/19/2025 ARP/value 1.1350 07/31/2025 1.1950 4
Sogefi Suspensions
Argentina
P USD 200,000 06/19/2025 ARP/value 1.1600 08/29/2025 1.2430 3
Sogefi Suspensions
Argentina
P USD 200,000 06/19/2025 ARP/value 1.1620 08/29/2025 1.2470 3

* Fair values have been recognised under "Other short-term assets for derivative financial instruments".

B) Fair value of derivatives

The fair value of all derivatives was calculated using the forward curves of exchange and interest rates as at 30 June 2025, also taking into account a credit valuation adjustment/debit valuation adjustment. The fair value amounts of derivatives are classified as Level 2 in fair value hierarchy, based on the significance of the inputs used in fair value measurements.

H) GROUP COMPANIES

47. LIST OF GROUP COMPANIES AS AT 30 June 2025

SUBSIDIARIES CONSOLIDATED ON A LINE-BY-LINE BASIS

Direct equity investments Currency Share capital Number of % held Par value per Par value of the
shares share interest held
SOGEFI SUSPENSIONS S.A. Euro 232,902,666 4,345,198 99.999 54 232,902,613
Guyancourt (France)
SOGEFI GESTION S.A.S. Euro 100,000 10,000 100 10 100,000
Guyancourt (France)
SHANGHAI SOGEFI AUTO USD 13,000,000 (1) 100 (2) 13,000,000
PARTS Co., Ltd
Shanghai (China)
SOGEFI AIR & COOLING S.A.S. Euro 54,938,125 36,025 100 1,525 54,938,125
Guyancourt (France)
SOGEFI (SUZHOU) AUTO USD 37,400,000 (1) 100 (2) 37,400,000
PARTS CO., Ltd
Wujiang (China)

(1) The share capital is not divided in shares or quotas.

(2) There is no unit nominal value.

Indirect equity investments Currency Share capital Number of
shares
% held Par value per
share
Par value of the
interest held
AIR&COOLING BUSINESS UNIT
SOGEFI AIR & COOLING CANADA CORP. CAD 67,584,600 2,283 100 (2) 67,584,600
Nova Scotia (Canada)
held by Sogefi Air & Cooling S.A.S.
SOGEFI AIR & COOLING USA, Inc. USD 100 1,000 100 0.10 100
Wilmington (U.S.A.)
held by Sogefi Air & Cooling S.A.S.
S.C. SOGEFI AIR & COOLING S.r.l. RON 7,087,610 708,761 100 10 7,087,610
Titesti (Romania)
held by Sogefi Air & Cooling S.A.S.
ATN MOLD & PARTS (SAS) EUR 400,000 4,000 100 100 400,000
Alsazia (France)
held by Sogefi Air & Cooling S.A.S.
SOGEFI ENGINE SYSTEMS MEXICO S. de
R.L. de C.V. MXN 955,920,910 100 955,920,909
Apodaca (Mexico)
0.0000007921% held by Sogefi Air & Cooling 1 1
S.A.S.
99.9999992079% held by Sogefi Air & Cooling
Canada Corp. 1 955,920,909

(2) There is no unit nominal value.

Indirect equity investments Currency Share capital Number of
shares
% held Par value per
share
Par value of the
interest held
SUSPENSIONS BUSINESS UNIT
ALLEVARD SPRINGS Ltd GBP 19,000,002 19,000,002 100 1 19,000,002
Clydach (Great Britain)
held by Sogefi Suspensions S.A.
SOGEFI HD SUSPENSIONS GERMANY Euro 50,000 1 100 50,000 50,000
Volklingen (Germany)
held by Sogefi Suspensions S.A.
SOGEFI SUSPENSION ARGENTINA S.A. ARP 61,356,535 61,351,555 99.99 1 61,351,555
Buenos Aires (Argentina)
89.999% held by Sogefi Suspensions S.A.
9.9918% held by Sogefi Suspension Brasil Ltda
IBERICA DE SUSPENSIONES S.L. (ISSA) Euro 10,529,668 5,264,834 50 1 5,264,834
Alsasua (Spain)
held by Sogefi Suspensions S.A.
SOGEFI SUSPENSION BRASIL Ltda BRL 37,161,683 37,161,683 100 1 37,161,683
São Paulo (Brazil)
held by Sogefi Suspensions S.A.
UNITED SPRINGS Limited GBP 4,500,000 4,500,000 100 1 4,500,000
Rochdale (Great Britain)
held by Sogefi Suspensions S.A.
UNITED SPRINGS B.V. Euro 254,979 254,979 100 1 254,979
Hengelo (Holland)
held by Sogefi Suspensions S.A.
UNITED SPRINGS S.A.S. Euro 5,109,000 2,043,600 100 2.5 5,109,000
Guyancourt (France)
held by Sogefi Suspensions S.A.
S.ARA COMPOSITE S.A.S. Euro 13,000,000 25,000,000 96.15 0.5 12,500,000
Guyancourt (France)
held by Sogefi Suspensions S.A.
SOGEFI ADM SUSPENSIONS Private Limited INR 432,000,000 32,066,926 74.23 10 320,669,260
Pune (India)
held by Sogefi Suspensions S.A.
SOGEFI SUSPENSIONS HEAVY DUTY Euro 6,000,000 5,992,531 99.88 1 5,992,531
Puegnago sul Garda (Italy)
held by Sogefi Suspensions S.A.
SOGEFI SUSPENSIONS PASSENGER CAR Euro 8,000,000 7,990,043 99.88 1 7,990,043
Settimo Torinese (Italy)
held by Sogefi Suspensions S.A.
SOGEFI SUSPENSION EASTERN EUROPE RON 146,852,960 14,685,296 100.00 10 146,852,960
Oradea (Romania)
held by Sogefi Suspensions S.A.

CERTIFICATION OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO ART. 81-TER OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999 AND SUBSEQUENT AMENDMENTS AND ADDITIONS

1. The undersigned:

Monica Mondardini– Executive Chairwoman of Sogefi S.p.A. Maria Beatrice De Minicis – Manager responsible for preparing Sogefi S.p.A.'s financial reports

hereby certify, having also taken into consideration the provisions of Article 154 bis, paragraph 3 and 4, of Italian Legislative Decree n. 58 of February 24, 1998, that:

the administrative and accounting procedures for the preparation of the condensed interim consolidated financial statements for the 2025 first half:

  • are adequate with respect to the company structure and
  • have been effectively applied.
  • 2. No relevant aspects are to be reported on this subject.

3. It is also certified that:

  • 3.1 the condensed interim consolidated financial statements as at June 30, 2025:
    • have been prepared in accordance with international accounting standards as endorsed by the European Union through Regulation (EC) 1606/2002 of the European Parliament and of the Council of July 19, 2002;
    • correspond to the books and accounting records;
    • provide a true and fair representation of the financial position, result of operations and cash flow of the issuer and the subsidiaries included in the scope of consolidation.
  • 3.2 the interim report on operations of the Group includes a reliable analysis of the significant events that occurred in the first half of the year and their impact on the half-year condensed interim consolidated financial statements. In addition, the report includes a description of the main risks and uncertainties for the remaining six months of the year and a reliable analysis of the information about any significant related party transactions.

Milan, July 25, 2025

Executive Chairwoman Manager responsible for preparing financial reports

Monica Mondardini Maria Beatrice De Minicis

KPMG S.p.A. Revisione e organizzazione contabile Via Vittor Pisani, 25 20124 MILANO MI Telefono +39 02 6763.1 Email [email protected] PEC [email protected]

(Translation from the Italian original which remains the definitive version)

Report on review of condensed interim consolidated financial statements

To the shareholders of Sogefi S.p.A.

Introduction

We have reviewed the accompanying condensed interim consolidated financial statements of the Sogefi Group comprising the consolidated statement of financial position, consolidated income statement, consolidated statement of other comprehensive income, consolidated cash flow statement, consolidated statement of changes in equity and explanatory and supplementary notes thereto, as at and for the sixmonth period ended 30 June 2025. The parent's directors are responsible for the preparation of these condensed interim consolidated financial statements in accordance with the IFRS Accounting Standard applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and endorsed by the European Union. Our responsibility is to express a conclusion on these condensed interim consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with Consob (the Italian Commission for Listed Companies and the Stock Exchange) guidelines set out in Consob resolution no. 10867 dated 31 July 1997. A review of condensed interim consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the condensed interim consolidated financial statements.

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

Sogefi Group Report on review of condensed interim consolidated financial statements 30 June 2025

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed interim consolidated financial statements of the Sogefi Group as at and for the six-month period ended 30 June 2025 have not been prepared, in all material respects, in accordance with the IFRS Accounting Standard applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and endorsed by the European Union.

Milan, 31 July 2025

KPMG S.p.A.

(signed on the original)

Luca Magnano San Lio Director of Audit

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