Financial statements as of 31 december 2024

CONTENTS

Report on Operations for the year 2024 ....................................................................................................... 6

Consolidated Financial Statements of the IRCE Group as at 31 December 2024 .......................................... 71

Consolidated Statement of Financial Position ............................................................................................. 72

Consolidated Income Statement ................................................................................................................. 74

Consolidated Statement of Comprehensive Income .................................................................................... 75

Consolidated Statement of Changes in Equity ............................................................................................. 76

Consolidated Statement of Cash Flows ....................................................................................................... 77

Accounting standards and explanatory notes to the consolidated financial statements as at 31 december

2024 ........................................................................................................................................................... 78

Attachment 1 List of Equity Investments Held by Directors, Statutory Auditors as well as their Spouses and

Underage Children .................................................................................................................................... 124

Attachment 2 Certification of the annual consolidated financial statements pursuant to Article 154-bis,

paragraph 5, of Italian Legislative Decree No. 58 of 24 February 1998 ....................................................... 125

Attachment 3 Statement of Sustainability Reporting pursuant to art. 81-ter, paragraph 1, of Consob

Regulation no. 11971 of 14 May 1999 as amended and supplemented ..................................................... 126

IRCE S.p.A.'s Separate Financial Statements as at 31 December 2024 ....................................................... 127

Statement of Financial Position ................................................................................................................. 128

Income Statement .................................................................................................................................... 130

Statement of Comprehensive Income ....................................................................................................... 131

Statement of Changes in Equity ................................................................................................................ 132

Statement of Cash Flows ........................................................................................................................... 133

Accounting standards and explanatory notes to the separate financial statements as at 31 december 2024

................................................................................................................................................................. 134

Attachment 1 Certification of the annual separate financial statements of IRCE S.p.A. pursuant to Article

154-bis, paragraph 5, of Italian Legislative Decree No. 58 of 24 February 1998 ......................................... 179

Attachment 2 List of Equity Investments in Direct Subsidiaries .................................................................. 180

Report of the Independent Auditors on the Consolidated Non Financial Statements

Report of the Independent Auditors on the Consolidated Financial Statements

Report of the Independent Auditors on the Separate Financial Statements

Report of the Board of Statutory Auditors on the Separate Financial Statements

CORPORATE BODIES

Board of Directors

Chairman Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Independent Director Independent Director Mr Mr Filippo Casadio

Ms

Mr Ms

Mr Ms

Francesco Gandolfi Colleoni Gianfranco Sepriano Francesca Pischedda Orfeo Dallago Gigliola Di Chiara Claudia Peri

Board of Statutory Auditors

Chairman

Standing Statutory Auditor Standing Statutory Auditor Alternate Statutory Auditor Alternate Statutory Auditor

Mr Mr

Ms Mr

Ms Donatella Vitanza Fabrizio Zappi Giuseppe Di Rocco Federico Polini Debora Frezzini

Independent Auditors

Deloitte & Touche S.p.A.

Components

Control and Risks Committee Remuneration Committee Related Parties Committee

Ms Gigliola Di Chiara Mr Gianfranco Sepriano Ms Claudia Peri

Ms Francesca Pischedda

■ ■ ■

■ ■ ■

■

■ ■

Financial Reporting Officer

Ms Elena Casadio

Internal Auditor

Mr Fabrizio Bianchimani

Supervisory Board

Mr Francesco Bassi Mr Gabriele Fanti Mr Gianluca Piffanelli Our shareholders are called to participate to an Ordinary Shareholder's Meeting to be held at the Registered Office on 28th April 2025 at 11,00 am in a first call and on the second call, if necessary, on 2nd May 2025 at the same time to discuss and vote the following

AGENDA

•  Separate financial statements as at 31/12/2024 and related reports of the Board of Directors and the Board of Statutory Auditors, and consequent resolutions;

•  Allocation of result of the year 2024

•  Presentation of the Consolidated Financial Statements as at 31 December 2024;

•  Appointment of the Board of Directors for the years 2025-2026-2027;

•  Determination of the BoD members' annual remuneration;

•  Proposal for authorisation to purchase and dispose of treasury shares, methods of purchase and disposal;

•  Remuneration Report, review of Section I (i.e. remuneration policy), resolution pursuant to Article 123-ter, paragraph 3-bis, of Italian Legislative Decree no. 58 of 24/02/98;

•  Remuneration Report, examination of Section II (i.e. remuneration paid in the year) resolution pursuant to Article 123-ter, paragraph 6, of Legislative Decree 24/02/98 no. 58

SHARE CAPITAL AND VOTING RIGHTS

The company's share capital stands at € 14,626,560 and is divided into 28,128,000 ordinary shares. Each ordinary share gives the right to one vote in the ordinary and extraordinary Shareholders' Meetings of the Company. As of the current date, the Company owns 1,681,569 treasury shares that represent 5.98% of the share capital, and whose vote is suspended in accordance with art. 2357-ter of the Italian Civil Code.

PARTICIPATION IN THE SHAREHOLDERS' MEETING AND VOTING RIGHTS

Pursuant to article 83-sexies of Legislative Decree 58/1998 the right to participate in the Meeting and to exercise voting rights is conditional upon the Company receiving notice of the subject's right to vote by an intermediary. This must be in conformity with the intermediary's accounting records and balances recorded at the end of the seventh trading day prior to the date established for the first call of the Meeting by 15 April 2025; credit or debit recordings made to the account after the said term do not influence the right to exercise a vote in the Meeting. Those determined to be owners of Company shares only after that date will not be entitled to attend and vote in the Meeting. The company must receive the above-mentioned notice sent by the intermediary by the end of the third trading day prior to the date set for the Shareholders' Meeting on first call 23 April 2025. The above does not prejudice the entitlement to attend and vote, should the Company receive the communication beyond that date but before the beginning of the Meeting in first call.

Each Shareholder may appoint a representative, according to the applicable laws, by undersigning the proxy form, released on request by those who have the right through enabled intermediaries, or it can be downloaded from the websitewww.irce.it. The proxy may also be sent to the Registered office by registered letter with return receipt or sent by certified e-mail to the following address: ircespa-pec@legalmail.it. A copy of a currently valid identification card of the shareholder must be attached.

DESIGNATED REPRESENTATIVE AND PROXY APPOINTMENT

For the Shareholders' Meeting referred to in this notice, the Company has therefore appointed the Lawyer Stefania Salvini as Designated Representative, pursuant to art. 135-undecies of Legislative Decree 58/1998 (TUF). The proxy can be granted to the lawyer Stefania Salvini by registered mail with return receipt at Via Tinti 16, 40026 Imola (BO), or by certified e-mail message to the addressavvstefaniasalvini@ordineavvocatibopec.it. The Company prepares a specific form which will be made available on the company's websitewww.irce.it. The proxy to the designated representative must contain voting instructions on all or some of the proposals on the agenda and must reach the aforementioned Representative by the second open market day preceding the date of the Shareholders' Meeting on first call by 24 April 2025. By said date, the proxy and voting instructions may always be revoked in the manner described above for the appointment. The proxy shall be effective only with respect to items for which voting instructions have been provided.

APPOINTMENT OF THE BOARD OF DIRECTORS

Shareholders holding, on aggregate, at least a 2.5% stake in the Company retain the right to present lists for the appointment of the Board of Directors. These lists must be filed at the registered office of the Company - also by means of a registered letter with receipt of return addressed to the registered office of the Company, or sent by certified email to the addressircespa-pec@legalmail.itat least twenty-five days before the date set for the first call of the Shareholders' Meeting, along with detailed information on the personal and professional characteristics, i.e. by 3 April 2025, of the candidates as well as declarations in which the individual candidates irrevocably accept their office, on the condition of their appointment, and certify, under their own responsibility, the inexistence of causes for ineligibility and incompatibility, and whether they meet the independence requirements as per Article 148, paragraph 3 of the Consolidated Financial Act and the Corporate Governance Code for listed companies, in addition to specifying the identity of the shareholders which presented the list and the overall percentage stake held.

QUESTIONS ON THE SUBJECTS ON THE AGENDA

Shareholders entitled to attend the Shareholders' Meeting may submit questions on the items on the agenda even before the Shareholders' Meeting sending by the seventh trading day before the Shareholders' Meeting by 15 April 2025 by registered mail with return receipt at the registered office of the Company or sent by certified e-mail to the following addressircespa-pec@legalmail.it. They will be answered at the latest by the third trading day before the date of the Shareholders' Meeting by publication on thewww.irce.itwebsite.

INTEGRATION OF THE AGENDA AND PRESENTATION OF NEW RESOLUTION PROPOSALS

Shareholders who, even jointly, represent at least one fortieth of the share capital may request in writing, within 10 days of the publication of this notice by 29 March 2025 and in compliance with the provisions of Article 126-bis of Legislative Decree 58/1998 (TUF), the integration of the agenda's items indicating in the request the additional topics proposed or submitting proposals for resolutions on items already on the agenda. The requests, together with the certification certifying the ownership of the shares are sent by registered mail with return receipt at the registered office of the Company or by certified e-mail message to the addressircespa-pec@legalmail.it. Within this period and in the same way it must be delivered to the Board of Directors of the Company a report that contains the motivation of the resolution proposals on the new matters or the motivation related to the new resolution proposals. Notice of integration to the agenda or presentation of further resolution proposals on items already on the agenda shall be given in the same form as required for the publication of the notice of the general meeting, at least 15 days before the date of shareholders' meeting on first call, i.e. by 15 April 2025.

Further resolution proposals on items already on the agenda, as well as the aforementioned explanatory reports (accompanied by any assessments by the Board of Directors) will be made available by the Company at the registered office and on the website at the same time as the publication of the presentation notice.

Pursuant to the provisions of Article 126-bis, paragraph 3, of the TUF, the integration of the agenda by the Shareholders is not allowed for the topics on which the Shareholders' Meeting is called to resolve on the proposal of the Directors or on the basis of a project prepared by them.

DOCUMENTATION

Documents relating to the Meeting will be made available at the Registered office, at the Borsa Italiana SpA (Italian Stock Market) and on the websitewww.irce.it, within the terms set by the applicable laws. Shareholders are entitled to obtain a copy of the filed documentation.

Any changes and/or supplements to the information given in the notice, will be made available on the company's websitewww.irce.itand using the other procedures envisaged by the law.

This notice will also be published on the website of the Company and on the newspaper "Il Sole 24 Ore".

Introduction

Given the significant impact of the activities of the Parent Company IRCE S.p.A. (hereinafter also referred to as "IRCE", the "Company", the "Parent Company") within the IRCE Group and pursuant to article 40, paragraph 2 bis of Italian Legislative Decree No. 127/1991, this Report on Operations is drafted jointly for the separate financial statements of IRCE S.p.A. and the consolidated financial statements of the IRCE Group.

Macroeconomic Scenario

Dear Shareholders,

The economic scenario that characterised 2024 was not one of the best. A significant part of the economic activity in the sectors for which our products are intended is going through a difficult period. The difficulties of the German economy made themselves felt and the expected recovery in demand for our products, predicted at the beginning of the year, did not materialise.

Sectors such as household appliances and automobiles continue to struggle with no clear prospects regarding how and they will recover, including the electric car market which has slowed down.

Demand driven by the transition to electric vehicles has remained high and we expect it to remain so, even if there are signs that suggest it will take longer to achieve the objectives set by the strategies for limiting the environmental impact.

The world is experiencing a period of unprecedented change, the effects of which are difficult to identify and quantify. The new protectionist climate will in all probability lead to the definition of new supply chains, where some sectors will benefit, while others will be disrupted, with equilibria that are difficult to define. We tend to think that, for us, the advantages could outweigh the disadvantages.

Our strategy of diversifying our production in different geographical areas, with the plant that has already been operating for some time with positive results in Brazil, the new plant under construction in China, and the plant in the Czech Republic which is aimed at strengthening the Group's position in Europe, puts us in the best position to face the changes that will characterise 2025 and the years to come.

In this scenario, for the IRCE Group (hereinafter also referred to as the "Group"), 2024 ended with consolidated net profit of € 6.9 million.

Consolidated Performance for 2024

Consolidated turnover was € 397.65 million, down by 1.3% compared to € 402.78 million in 2023, a fall due above all to the lower volumes sold and, partly offset by the increase in the price of copper (the average LME price of copper in Euro in 2024 was 7.8%, higher than that of the same period in 2023).

During 2024, market demand remained weak, worsening further in the fourth quarter with a consequent drop in sales in both business lines. The winding conductor sector suffered a contraction, especially in the latter part of the year. In cables, the traditional outlet markets of construction and cabling remained weak, partly compensated by long-term orders in the infrastructure sector. The extraordinary provision for Group reorganization expenses negatively impacted on the results of the last quarter, in the absence of which they would have been in line with previous periods.

Consolidated turnover without metal1 decreased by 3.1%; the winding wire sector fell by 4.3%, while the cable sector increased by 0.1%.

In detail:

% Value

1 Turnover or revenues without metal corresponds to overall turnover after deducting the metal component.

The following table shows the changes in results compared to the previous year, including adjusted EBITDA and EBIT.

Consolidated income statement data

31/12/2024

31/12/2023

Change

(€/million)

Value

Value

Value

Turnover2

Turnover without metal3

EBITDA4

EBIT

Profit/(Loss) before tax

Group's profit (loss) for the period

Adjusted EBITDA5

Adjusted EBIT ⁴

402.78 (5.13)

99.23 (3.04)

21.37 (0.48)

14.42 0.05

12.47 0.43

8.23 (1.33)

21.51 (0.14)

14.56 0.39

Consolidated statement of financial position data

31/12/2024

31/12/2023

Change

(€/million)

Value

Value

Value

Net invested capital6

Shareholders' equity

Net financial position 7

197.13 150.62 46.51

178.98 18.15

153.33 (2.71)

25.65 20.86

The net financial position as at 31 December 2024 amounted to €46.51 million, an increase compared to €25.65 million as at 31 December 2023, due to the significant investments made in the period, which largely concerned the project in the Czech Republic.

The €2.71 million decrease in shareholders' equity compared to 31 December 2023 is attributable, in addition to the dividend payment of €1.59 million, to the negative change in the translation reserve of €7.78 million caused by the devaluation of the Brazilian Real, which in 2024 depreciated by about 16.5% against the Euro, only partially offset by the result for the period.

Investments

The Group's investments in 2024 amounted to approximately €35.0 million and mainly concerned the construction of the industrial plant in the Czech Republic, which was completed at the end of February 2025 with a forecast of starting the production within the first half of the year, and the first part of the 'China' project, for which production is expected to start in early 2026.

• 2 The item "Turnover" consists in the "Revenues" as recognised in the income statement.

• 3 Turnover without metal corresponds to overall turnover after deducting the metal component.

• 4 EBITDA is a performance indicator the Group's Management uses to assess the operating performance of the company and is not an IFRS measure;

IRCE S.p.A. calculates it by adding depreciation/amortisation, provisions and write-downs to EBIT.

5 Adjusted EBITDA and EBIT are calculated as the sum of EBITDA and EBIT and the gains/losses on copper and electricity derivatives transactions realized (€ +0.48 million in 2024 and € +0.14 million in 2023). These are indicators the Group's Management uses to monitor and assess its own operating performance and are not IFRS measures. Given that the composition of these measures is not regulated by the reference accounting standards, the criterion used by the Group may not be consistent with that adopted by others and is therefore not comparable.

6 Net invested capital is the sum of net working capital, fixed assets, other receivables, net respectively of other payables, provisions for risks and charges and provisions for employee benefits.

7 The means of measuring the net financial position conform to CONSOB Warning notice 5/21 of 29 April 2021, which transposes the ESMA guideline of 4 March 2021.

IRCE Share Price Performance

Below is a summary of the performance of IRCE S.p.A.'s shares, listed on Borsa Italiana's Mercato Telematico Azionario - STAR segment.

Stock market indices

Stock market price

The Group's main risks and uncertainties, as well as risk management policies, are detailed below.

Market risk

The Group is focused on the European market; the risk of contractions in demand or of worsening of the competitive scenario may impact the results. To address these risks, the Group's medium to long-term strategy provides for a geographic diversification in non-EU countries.

Risk associated with changes in financial and economic variables

•  Exchange rate risk

  The Group primarily uses the Euro as the reference currency for its sales transactions. It is exposed to exchange rate risks mainly in relation to its copper purchases, which it partly carries out in dollars; it may hedge such transactions using forward contracts. It is also exposed to foreign currency translation risks for its investments in Brazil, the UK, India, Switzerland, Poland, China, and Czech Republic.

  As for the foreign currency translation risk of subsidiaries, the Group believes this risk mainly concerns the investment in Brazil due to the high volatility of Brazilian Real, which affects the carrying amount of the investment. As at 31 December 2024 the spot exchange rate for the Brazilian Real against the Euro of 6.42 depreciated by around 16.5%% compared to the previous year, with a significantly negative impact on the translation reserve. At the beginning of 2025, the €/BRL exchange rate appreciated to 6.08 at the end of February.

•  Interest rate risk

  In the past the Group financed itself in the medium/long term mainly by borrowing at a variable interest rate (connected to the Euribor), thus exposing itself to risk from a rise in interest rates. The Group will assess whether to make hedges on the basis of the terms and conditions offered by the market and the expectations for the trend in interest rates.

  Short-term lines of credit are always at variable rates.

•  Risk related to fluctuation in the price of copper

  The main raw material used by the Group is copper. The changes in its price can affect margins as well as financial requirements. In order to mitigate the potential impact of changes in the price of copper on margins, the Group implements a hedging policy using forward contracts on the positions generated by operating activities. However, given falling copper prices, the risk remains of having to measure the final inventories at their expected realisable value, should it be below the average weighted cost for the period, with

a negative impact on the result. The average price of copper in 2024 on the London Metal Exchange was 8.45 €/Kg, up by around 8 per cent compared to the price in the previous year of 7.84€/Kg, while the price at the end of the year was 8.38 €/Kg, up by around 9 per cent on 7.70 €/Kg at 31 December 2023. It should also be noted that the upward trend in the price of copper continued at the beginning of 2025, reaching 8.99 €/kg at the end of February.

•  Financial risks

  These are risks associated with financial resources.

  • o Credit risk

    There are no significant concentrations of credit risk. The Group monitors this risk using assessment and lending procedures with respect to each credit position. In addition, considering that the Group's main customers are established, industry-leading firms, there are no particular risks that could cause days sales outstanding or credit quality to deteriorate, also considering the potential effects of the Russia-Ukraine and Israel-Palestine wars. It should also be noted that as from 2023 the Group has also selectively activated insurance hedges in order to limit the risk of insolvency.

  • o Liquidity risk

    The financial situation and the credit lines available, together with the Group's high standing which makes it possible to acquire new loans quickly at competitive prices, are such as to rule out difficulties in fulfilling the obligations associated with the liabilities.

Climate change risks

The Group has assessed the significant elements of climate change risk for its activities and its business. In particular, on one hand, it is expected that the sector it belongs to may be positively impacted by an increase in demand both in specific fields, such as home and industrial automation and automotive, as well as more generally by the need to boost electric grids; on the other, the strong demand for green raw materials (in particular, copper cathodes and electricity) could drive an increase in prices, potentially complicating its prompt and complete transfer to end users.

In relation to the acute physical risks connected to extreme weather events, it is believed that the presence of a Recovery Plan, on which the procedures to be put in place to ensure continuity in supplies within contractual times, together with the signing of insurance policies with leading insurance companies should contain the negative impacts of adverse weather phenomena in both economic and business terms.

At present, although climate change may lead to an acceleration in investments as well as to an increase in operating costs, it is believed that the expected growth in volumes is more an opportunity for the Group rather than a risk.

For further details, reference should be made to paragraph "Climate change - Impacts on financial statements" of the Notes to the Group's consolidated and separate financial statements.

Risks linked to the Russia-Ukraine and Middle-East conflicts

The IRCE Group does not have substantial risks from the conflicts between Russia and Ukraine and in the Middle East since it is not present in these countries and does not have customers or suppliers in them. Likewise, there do not seem to be significant risks either to the supply chain or to sales since transactions which include the transit of containers through the Suez Canal are limited.

Cybersecurity Risks

The spread of technologies allowing to transfer and share sensitive information virtually gives rise to computer vulnerabilities that could affect the business and compromise the business continuity of the Group.

Given the increasing frequency and breadth of cyber-attacks, IRCE identified potential issues inside and outside the company, and implemented a cybersecurity plan as well as a recovery procedure.

In the current context, given the ongoing Russia-Ukraine and Middle-East conflicts, the Group intensified monitoring and defensive activities in relation to possible malware attacks, adopting appropriate measures to mitigate risks.

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