Italmobiliare S.p.a.MIL: ITM

Interim Report at June 30, 2024

· Issued by Italmobiliare S.p.a.

Interim

Report

AT JUNE 30, 2024

2024

Interim

Report

AT JUNE 30, 2024

20242024 Interim Report

reviewed by the Board of Directors on July 31, 2024

ITALMOBILIARE

Società per Azioni

Registered Office: Via Borgonuovo, 20 - 20121 Milan - Italy

Fully paid-up Share Capital € 100,166,937

Milan Companies Register

Translation from the Italian original version which remains the definitive one.

4 |

Contents

GENERAL INFORMATION

Corporate bodies

6

Company officers and delegation of powers

7

Our investments at June 30, 2024

8

Net Asset Value at June 30, 2024

9

DIRECTORS' REPORT

Information on operations

12

Italmobiliare S.p.A.

24

Caffè Borbone

27

Officina Profumo-Farmaceutica di Santa Maria Novella

29

CDS-Casa della Salute

31

Italgen

33

SIDI Sport

35

Capitelli

37

Callmewine

39

Tecnica Group

41

ISEO

43

Bene Assicurazioni

45

Clessidra Group

46

Other consolidated companies

49

Outlook

51

Annex

53

CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

Consolidated financial statements

62

Notes to the condensed consolidated interim

67

financial statements

Annex

95

DECLARATION OF THE CHIEF EXECUTIVE OFFICER

104

AND THE MANAGER IN CHARGE

OF FINANCIAL REPORTING

REPORT OF THE INDEPENDENT AUDITORS

105

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GENERAL INFORMATION

Corporate Bodies

BOARD OF DIRECTORS

(Term ends on approval of financial statements at December 31, 2025)

Laura Zanetti

1-6

Chairman

Livio Strazzera

6

Deputy Chairman

Carlo Pesenti

1

Chief Executive Officer - Chief Operating Officer

Giorgio Bonomi

3

Mirja Cartia d'Asero

1-3-4-5

Valentina Casella

2-4-5

Marco Cipelletti

2-5

Elsa Fornero

1-4-5

Luca Minoli

Chiara Palmieri

2-3-5

Roberto Pesenti

Pietro Ruffini

1-5

  1. Member of the Committee for Sustainability and Social Responsibility
  2. Member of the Remuneration and Nominations Committee
  3. Member of the Control and Risk Committee
  4. Member of the Committee for Transactions with Related Parties
  5. Independent director (pursuant to the Corporate Governance Code and Legislative Decree no. 58 February 24, 1998)
  6. Independent director (only pursuant to Legislative Decree no. 58 February 24, 1998)

BOARD OF STATUTORY AUDITORS

(Term ends on approval of financial statements at December 31, 2025)

Standing Auditors

Alternate Auditors

Pierluigi De Biasi

Chairman

Michele Casò

Antonia Di Bella

Maria Maddalena Gnudi

Gabriele Villa

Maria Francesca Talamonti

FINANCIAL REPORTING OFFICER

Mauro Torri

INDEPENDENT AUDITORS

(Term ends on approval of financial statements at December 31, 2027)

Deloitte & Touche S.p.A.

Presentation | GENERAL INFORMATION | 7

Company officers and delegation of powers

The Board of Directors will remain in office until the approval of the financial statements at December 31, 2025. It was appointed by the Shareholders' Meeting held on April 27, 2023 and consists of 12 Directors.

Within the scope of the Board of Directors, the following powers have been granted.

The following duties have been assigned to the Chairman, Ms Laura Zanetti: to submit proposals to be resolved on by the Board of Directors; to supervise and ensure compliance with the principles of Corporate Governance approved by the Company and propose any amendment to them to be submitted to the Board of Directors for approval; to supervise the regularity of meetings and actions of the corporate bodies ensuring that the documentation relating to the items on the agenda is made available to Directors and Statutory Auditors suitably in advance; to supervise the work of the Chief Operating Officer with reference to real estate management transactions; to promote the Company's image; in agreement with and in coordination with the Chief Executive Officer, to maintain relations with the economic-financial community, institutional bodies and authorities.

The Chairman has been granted the following powers: to represent the Company in court; to represent the Company before any authority or public body of an administrative nature, as well as before territorial industrial or trade associations; to represent the Company as a shareholder at Ordinary and Extraordinary Shareholders' Meetings of other companies; to appoint consultants in general; to appoint special and general attorneys; to negotiate and conclude any transaction or contract for real estate purchase or sale, exchange and division, for the establishment of easements or property rights in general, with the limit of Euro 25 million with joint signature together with the Chief Executive Officer.

The Chief Executive Officer and Chief Operating Officer Carlo Pesenti has been assigned the following tasks, inter alia and in addition to the general representation of the Company: to submit proposals to be resolved on by the Board of Directors; to oversee the execution and implementation of the investment plans defined by the Board of Directors; to look after the management policies, corporate development strategies of Italmobiliare S.p.A. and its subsidiaries, held directly or indirectly; to oversee and direct the activities of Italmobiliare S.p.A. and its direct or indirect subsidiaries; to assist in setting guidelines for managing the companies in which Italmobiliare S.p.A., directly or indirectly, holds an equity investment that allows it to exercise significant influence; to look after corporate organisation and propose any changes to the Board of Directors.

To carry out the above mentioned tasks, the Chief Executive Officer can perform any appropriate initiative and, by way of example: as part of the Company's general policies on accounting reporting (i) to prepare the separate and consolidated draft financial statements (accompanied by the necessary reports and notes accompanying them) to be submitted for approval by the Board of Directors and (ii) to prepare the half-yearly and quarterly financial statements required by current regulations; to prepare Italmobiliare S.p.A.'s budgets and long-term development and investment plans to be submitted to the Board of Directors for approval; to define the general guidelines for the financial management of the Company and the group; to determine the addresses relating to the choice of the main managers of Italmobiliare S.p.A., excluding the Chief Operating Officer, whose appointment falls under the competence of the Board of Directors, and of the main companies directly or indirectly controlled, as well as, for Italmobiliare S.p.A. only, to personnel management.

The same person has been granted the powers to carry out managerial, developmental, and decision-making activities. The powers granted for the office of Chief Operating Officer can be exercised within a limit of Euro 25 million for individual transaction. The powers granted for the office of Chief Executive Officer can be exercised within a limit of Euro 25 million, except for transactions on derivatives and the provision of guarantees in general (in the interest of the Company or its subsidiaries), which can be made within a limit of Euro 50 million, transactions to sell securities of listed companies, which can be made within a limit of Euro 100 million per single trading day, and real estate transactions, which can be made within a limit of Euro 10 million and, if exceeding that amount, up to 25 million euro, require the joint signature of the Chairman.

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Our investments at June 30, 2024

PORTFOLIO

COMPANIES

PRIVATE

EQUITY

OTHER

INVESTMENTS

CASH AND

OTHER ACTIVITIES

FINANCIAL ASSETS, TRADING AND CASH

REAL ESTATE AND RELATED ACTIVITIES

Presentation | GENERAL INFORMATION | 9

Net Asset Value at June 30, 2024

FINANCIAL ASSETS, TRADING AND CASH

10.8%

OTHER EQUITY INVESTMENTS

7.2%

PRIVATE EQUITY FUNDS

12.0%

NAV PER SHARE

50.4€

PROPERTIES AND

RELATED ASSETS

3.2%

2,128.9

PORTFOLIO

million euro

COMPANIES

66.7%

(million euro)

Portfolio Companies

1,420.9

Other equity investments

154.0

Private Equity Funds

256.0

Properties and related assets

68.9

Financial assets, trading and cash

229.1

Total NAV at June 30, 2024

2,128.9