Interim Management Report as at 30 September 2024

INTERIM MANAGEMENT REPORT

AT 30 SEPTEMBER 2024

CONTENTS

1. GENERAL INFORMATION
2. 1. Corporate officers and information
   2. Group Structure
   3. Landi Renzo Group Financial Highlights
   4. Significant events during the period
3. DIRECTORS' OBSERVATIONS ON BUSINESS PERFORMANCE
4. 1. Performance and notes on the main changes in the consolidated financial statements as at 30 September 2024
   2. Information upon request of Consob pursuant to art. 114, Legislative Decree no. 58/1999 ("TUF")
   3. Significant events after the end of the quarter and likely future developments
5. INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 2024
6. 1. General accounting standards and consolidation principles
   2. Consolidated Statement of Financial Position
   3. Consolidated Income Statement
   4. Consolidated Statement of Comprehensive Income
   5. Consolidated Cash Flow Statement
   6. Consolidated Statement of Changes in Shareholders' Equity

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1. GENERAL INFORMATION

1.1. CORPORATE OFFICERS AND INFORMATION

On the date this Interim Management Report was drafted, the company officers were as follows:

1. Silvia Landi and Diana Rizzo, Director and Statutory Auditor Landi Renzo S.p.A., respectively, resigned from office effective as of the date of the subscription and full payment of the share capital increase reserved to Invitalia - Agenzia nazionale per l'attrazione degli investimenti e lo sviluppo d'impresa S.p.A.
   (**) The Director also holds the office of Lead Independent Director

Registered office and company details

Landi Renzo S.p.A.

Via Nobel 2/4

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42025 Corte Tegge - Cavriago (RE) - Italy Tel. +39 0522 9433

Share capital: Euro 22,500,000

Tax ID and VAT Reg. No. IT00523300358

This report is available online at:

www.landirenzogroup.com

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1.3. LANDI RENZO GROUP FINANCIAL HIGHLIGHTS

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1. The data does not include the recognition of non-recurring costs. As EBITDA is not identified as an accounting measure under IAS/IFRS, it may be calculated in different manners. EBITDA is a measure used by the company's management to monitor and evaluate its operating performance. Management believes that EBITDA is an important parameter to measure the company's operating performance, as it is not influenced by the effects of the different criteria for determining the tax base, the amount and characteristics of invested capital and relative amortisation and depreciation policies. The company's way of calculating EBITDA may not be the same as the methods adopted by other companies/groups, and therefore its value may not be comparable with the EBITDA calculated by others.
2. This is calculated as the difference between Trade Receivables, Inventories, Contract Work in Progress, Other Current Assets and Trade Payables, Tax liabilities, Other Current Liabilities (net of payables for the purchase of equity investments).
3. These are calculated by totalling Deferred Tax Liabilities, Defined Benefit Plans for employees and Provisions for Risks and Charges.
4. The net financial position is calculated in accordance with the provisions of Consob Communication DEM/6064293 of 28 July 2006 as amended (as most recently amended on 5 May 2021, to adopt the new ESMA recommendations 32-232-1138 of 4 March 2021).
5. Not including the effects of the adoption of IFRS 16 - Leases, the fair value of derivative financial instruments and the commitment to the acquisition of equity investments.

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1.4. SIGNIFICANT EVENTS DURING THE PERIOD

• On 23 January 2024, the Board of Directors of Landi Renzo S.p.A. approved the 2024-2028 Business Plan, drafted with the support of a leading strategic consulting firm.
• On 8 March 2024, the Board of Directors of Landi Renzo S.p.A. revised the calendar of board and shareholders' meetings for the approval of the financial data at 31 December 2023 (as well as for the approval of the first 2024 quarterly report). These changes were required as it was necessary to redefine the medium/long-term loan agreements with financial institutions, activities carried out with the support of Mediobanca as financial advisor, with the duty of supporting the Company in the analysis of the Group's economic and financial situation and providing assistance in the formulation of a financial structure reorganisation and optimisation strategy. In this context, the Board of Directors also examined the unaudited preliminary consolidated results at 31 December 2023 in terms of Revenue, Adjusted EBITDA and the Net Financial Position.
• On 10 July 2024, the Board of Directors of Landi Renzo S.p.A. notified the market that it had received the acceptance of the banking sector to the review of its medium/long-term loan agreements as part of a capital strengthening operation involving the investment of the Business Protection Fund promoted by the Ministry of Enterprises and Made in Italy (MIMIT) and managed by Invitalia, Agenzia Nazionale per lo sviluppo S.p.A. ("Invitalia") in Landi Renzo S.p.A. This investment will take place by means of a share capital increase under option for a maximum total of Euro 25 million, guaranteed up to Euro 20 million by the majority shareholder GBD - Green by definition S.p.A. and, subject to the execution of the former for at least Euro 20 million, a share capital increase of Euro 20 million reserved to Invitalia.
  In this regard, Landi Renzo S.p.A. has received:
  o a notification from Invitalia concerning the approval by its Board of Directors of the investment in Landi Renzo, subject to several conditions precedent, including the successful outcome of the necessary ministerial authorisation steps and the finalisation of contractual documentation concerning the Financial Optimisation Project;
  o acceptance by the banks providing the pool loans (Banco BPM S.p.A., Intesa Sanpaolo S.p.A. and UniCredit S.p.A.) of the proposed financial and capital optimisation initiative. Indeed, all credit institutions approved the extension of credit line maturities, confirmed existing economic conditions and agreed on the definition of new covenant levels.
• On 17 July 2024, the Board of Directors of Landi Renzo S.p.A. approved the draft financial optimisation project aimed at stabilising the Company's capital structure and ensuring that the company will have the necessary resources for the implementation of the new five-year business plan. The approved manoeuvre is broken down into three steps:
  I. a share capital increase under option for a maximum total of Euro 25 million, guaranteed up to Euro 20 million by the majority shareholder GBD - Green by definition S.p.A.; and
  II. a share capital increase of Euro 20 million reserved to Invitalia;
  III. a rescheduling of payments on the Company's outstanding medium/long-term financial debt to its lending banks.
• Also on 17 July 2024, the Board of Directors of Landi Renzo S.p.A., after obtaining the non-binding

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favourable opinion of the Committee for Transactions with Related Parties, authorised the renewal of lease agreements with Gireimm S.r.l. (a related party pursuant to the Related Party Procedure as Gireimm S.r.l, together with Girefin S.p.A., companies that are part of the Landi Trust, indirectly hold, through GBD - Green by Definition S.p.A., the control of the Company), on the building for commercial and production use located in Cavriago (RE), as well as on the prefabricated boxes designated for technical and technological plants serving the real estate complex for production use. The operation has been considered as "operation between related parties of Lesser Significance" by the Related Party Transactions Committee in accordance with applicable laws and regulations.

• On 17 July 2024, the employment relationship was consensually terminated with Mr Corrado Belicchi, Group Chief Operating Officer of Landi Renzo S.p.A., who no longer has any role in the Landi Renzo Group.
• on 23 July 2024, the Board of Directors of Landi Renzo S.p.A., considering the timing connected to the financial manoeuvre, updated the calendar of board and shareholders' meetings.
• On 1 August 2024, as part of and in execution of the financial manoeuvre approved on 17 July 2024 by the Board of Directors, GBD - Green by definition S.p.A., Invitalia, as well as, limited to certain conditions, Girefin S.p.A., Gireimm S.r.l. and Itaca GAS S.r.l., shareholders of GBD - Green by definition S.p.A., signed an investment agreement governing, inter alia, the execution of a share capital increase under option for the current shareholders of the Company for a maximum total of Euro 25 million, guaranteed up to Euro 20 million by the majority shareholder GBD - Green by definition S.p.A. and, subject to the execution of the first increase for at least Euro 20 million, a second share capital increase of Euro 20 million reserved to Invitalia, through the issue of unlisted special class shares, increases that will be subject to the approval of the competent corporate bodies.
  The investment agreement establishes that at the date of execution of the reserved share capital increase, subject to the fulfilment of specific conditions precedent, (i) Girefin, Gireimm and Itaca GAS will sign a shareholders' agreement with Invitalia, which will govern certain commitments made by the shareholders of GBD - Green by definition S.p.A. with reference to the circulation of shares of GBD - Green by definition S.p.A.; (ii) GBD and Invitalia will sign a shareholders' agreement concerning the governance of Landi Renzo S.p.A. regarding, inter alia, the recognition to Invitalia of certain administrative rights concerning the special class shares it has subscribed, as well as the circulation of shares of the Company held by GBD - Green by definition S.p.A. and Invitalia; and (iii) Girefin S.p.A. and Gireimm S.r.l. will sign an amendment with Itaca GAS S.r.l. of the shareholders' agreement entered into on 14 July 2022 governing, inter alia, the circulation of shares of GBD - Green by definition S.p.A. and the governance of GBD - Green by definition S.p.A. and Landi Renzo S.p.A.
• Also on 1 August 2024, the Company and the lending banks (i.e. UniCredit S.p.A., Intesa Sanpaolo S.p.A. and Sagitta SGR S.p.A., the latter having taken over for Banco BPM S.p.A.) also signed amendments of the medium/long-term pool loan agreements previously entered into on 29 June 2022 in order to implement the financial manoeuvre. Specifically, the repayment profile the pool loans was amended consistent with the generation of cash flows to service the debt pursuant to the 2024-2028 Business Plan, and the financial parameters set forth therein were reviewed accordingly, all with a confirmation of economic conditions in force. These amendments will become effective (with effect backdated to 28 June 2024) by 30 August 2024 after the conditions precedent set forth therein are met and will be subject to the condition subsequent, inter alia, of the completion of the share capital increase under option and the reserved share capital increase within the agreed timeframes.

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• The Board of Directors of Landi Renzo S.p.A. approved the draft financial statements and the consolidated financial statements at 31 December 2023 on 5 August 2024 and the Interim Management Report at 31 March 2024 on 7 August 2024.
• On 24 September 2024, the Ordinary Shareholders' Meeting of Landi Renzo S.p.A. approved the Financial Statements as at 31 December 2023, approving the coverage of the loss for the year of Euro 35,167,303.07 by using the share premium reserve; furthermore, the same Shareholders' Meeting approved:
  o the first section of the Report on the remuneration policy drafted pursuant to Article 123-ter of the Consolidated Financial Law and Article 84-quater of the Issuers' Regulation, and voted in favour of the second section pursuant to Article 123-ter of the Consolidated Financial Law;
  o the engagement of the auditing firm KPMG S.p.A., in compliance with the opinion provided by the Board of Statutory Auditors (in its role as the Internal Control and Audit Committee) to audit the accounts for the 2025-2033 period pursuant to Italian Legislative Decree 39/2010 and Regulation (EU) no. 537/2014.
• Also on 24 September 2024, the Extraordinary Shareholders' Meeting of Landi Renzo S.p.A., as part and in execution of the financial optimisation project initiated by the Company and in compliance with the agreements set forth in the Investment agreement signed on 1 August 2024 by GBD - Green by definition S.p.A. and Invitalia and, limited to certain provisions, the shareholders of GBD - Green by definition S.p.A., vested the Board of Directors with a dual mandate pursuant to article 2443 of the Italian Civil Code (the "Mandate"):
  o to increase the share capital, against payment, for a total of up to Euro 25 million, including the share premium, by means of the issue of new ordinary shares of the company, with regular dividend entitlement, with the same characteristics as those outstanding, to be offered under option to the shareholders pursuant to article 2441 of the Italian Civil Code and to be paid up by means of contributions in cash and by means of voluntary offsetting pursuant to article 1252 of the Italian Civil Code against subscriber receivables due from the Company, to be approved and subscribed in any event by 31 December 2024 (the "Share Capital Increase under Option"), without prejudice to the fact that the newly issued ordinary shares will be offered at the price (including any share premium) that will be established by the Board of Directors during its exercise of the Mandate, according to best market practice, close to the start of the subscription period of the Share Capital Increase under Option on the basis of the value of the Company's statutory book shareholders' equity set forth in the most recent available approved statement of financial position of the Company, the stock exchange price trend of the Company's shares over the last 12 months, it being possible to take into consideration shorter reference periods as well, the consolidated income statement and financial position of the Company and the general performance of the financial markets, with the specification that the price thus determined will be subject to a discount with respect to the TERP (theoretical ex rights price), of the Landi Renzo S.p.A. shares, the latter in turn calculated according to current methodologies and practice; and
  o to increase the share capital, in a single tranche, on an indivisible basis, against payment for a total of Euro 20 million, including the share premium, with the exclusion of the option right pursuant to article 2441, paragraph 5, of the Italian Civil Code, by means of the issue of special category unlisted shares with no nominal value, convertible at any time, all and/or in part, into ordinary shares at the ratio of 1:1, to be reserved to Invitalia, to be approved and subscribed by the deadline of 31 December 2024 (the "Reserved Share Capital Increase"), without prejudice to the fact that the newly issued special category shares will be offered at a price (including any share premium) identical to the ordinary share issue

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