NewPrinces S p A : 1H 2025 results Half Year Report

BOARDS AND OFFICERS 11

Board of Directors 11

Corporate governance 14

Group structure as at 30 June 2025 18

HALF-YEAR FINANCIAL REPORT 21

This report is available online at: https://www.newprinces.it

NewPrinces SpA

Registered Office in Reggio Emilia, Via J.F. Kennedy, 16, Paid-in share capital: Euro 43,935,050.00

Tax and VAT ID 00183410653 / no. 277595 on the Economic and Administrative Index (REA) of Reggio Emilia

Company subject to management and coordination by NewPrinces Group S.A. pursuant to Articles 2497 et seq. of the Italian Civil Code.

Acquisitions

On 24 July 2025 a binding agreement was signed with Carrefour Nederland B.V. and Carrefour S.A. for the acquisition of 100% of the share capital of Carrefour Italia S.p.A. on the basis of an enterprise value of around 1 billion euros. This transaction, subject to the usual authorisations by the competent authorities, is part of the broader strategic plan of growth and vertical integration of NewPrinces Group, aimed at strengthening its presence in the Italian market and accelerating the convergence between the industrial channel and the distribution network. With the acquisition of Carrefour Italia, NewPrinces becomes the second Italian food group by revenue and the leading food operator in terms of employment, with 13,000 direct employees in Italy and more than 18,000 worldwide, in addition to a further 11,000 people engaged in ancillary activities provided by external companies. The closing of the transaction is expected by the end of the third quarter of 2025, subject to regulatory approvals and the fulfilment of the conditions precedent set out in the contract.

The acquisition of Carrefour Italia represents a key milestone in the growth trajectory of our Group. It is the outcome of a strategy built with discipline, industrial vision and longterm commitment. With this transaction, we are taking a decisive step towards vertical integration between production and distribution, strengthening our ability to generate value across the entire supply chain. We have chosen to invest decisively in a strategic asset for Italy, with the goal of relaunching a widespread network and maximising synergies between retail and industry. Our intention is clear: to build a sustainable, solid and long-term model capable of delivering tangible benefits to customers, employees, suppliers and shareholders. This result is the fruit of a collective effort, of an entrepreneurial culture based on real commitment and responsibility. We are ready to inaugurate a new phase of development for the NewPrinces Group, with deep roots and an ambitious vision for the future.

The acquisition of Carrefour Italia represents a fundamental step in the strategic transformation of NewPrinces, historically active in industrial production in the food & beverage sector, towards an integrated model combining production, distribution and direct engagement with the consumer. Through this transaction, NewPrinces will be able to:

• Access the final consumer directly, expanding its presence throughout the value chain.

• Optimise synergies between production and distribution, improving the efficiency of

  logistics and reducing operating costs.

• Promote the Group's existing brand portfolio within the retail network.

• Develop new omnichannel platforms for the sale and delivery of fresh and packaged

  products.

• Strengthen its position in key European markets, building on a solid infrastructure deeply

  rooted in the Italian territory.

  The enterprise value (EV) of the transaction is 1 billion euros. Taking into account items related to IFRS 16, other extraordinary adjustments of the same nature and the one-off contribution paid by Carrefour, the equity value amounts to 1 euro.

  The target recorded revenue of around 3.7 billion euros as at 31 December 2024, with an EBITDA of 115 million euros. The EV/EBITDA multiple of the transaction is approximately 8.7x.

  Despite the significance of the financial commitment, the transaction does not materially affect the Group's ND/EBITDA ratio, which, according to year-end forecasts, will continue to benefit from improved cash generation and a stronger financial profile in the coming months, also thanks to the contribution of Carrefour Italia.

  Following completion of the acquisitions carried out, NewPrinces Group's combined consolidated revenue will reach around 6.9 billion euros, confirming its position among the leading European players in the integrated food & retail sector.

  On 9 July 2025 a binding agreement was signed for the acquisition - from Heinz Italia

  S.p.A. - of 100% of the share capital of a newly incorporated company to which the business relating to the production, packaging, marketing, sale and distribution of baby food and food for special medical purposes and specialist nutrition will be transferred, marketed under the brands Plasmon, Nipiol, BiAglut, Aproten and Dieterba. The transaction marks an important strategic step for NewPrinces, completing the process launched in 2015 with the acquisition from Kraft Heinz of the Ozzano Taro (PR) plant, specialised in the production of liquid and powdered milk for infants - the only active plant in Italy for the latter - and products with special dietary requirements. Thanks to this transaction, the company will bring together the target's main historic production platforms, strengthening its leadership in the baby food and specialised products segment in Italy and Europe.

  The deal significantly strengthens NewPrinces's position in a key, high-margin segment such as infant and speciality food, generating important industrial, commercial and innovation synergies. Indeed, the company will be able to:

• Leverage the integrated R&D centre to accelerate the development of new formulations - including those with postbiotic ingredients - and expand the offer in the premium and organic segment.

• Increase production capacity and operating flexibility by integrating innovative formats

  such as pouches and baby snacks.

• Accelerate the international expansion of Italian baby food by leveraging NewPrinces's established commercial presence in over 60 countries and its distribution network in key markets such as the United Kingdom, Germany, the Netherlands and Poland.

• Extend the product range through the development of complete meals, biscuits and bakery products, new lines of infant pasta, sauces and ready meals, to accompany consumers from early infancy through advanced weaning.

• Maximise the use of the production capacity of the Ozzano Taro plant in liquid and

  powdered milk for infants.

  The enterprise value (EV) of the transaction is 120 million euros, on a cash-free and debt-free basis. The purchase price will be paid in cash. Completion of the transaction is scheduled for 1 January 2026, subject to the fulfilment of the conditions envisaged. The target recorded revenue of around 170 million euros as at 31 December 2024, with EBITDA of 17 million euros and positive NWC of 25 million euros, included in the EV.

  On 24 June 2025 a definitive sale and purchase agreement was signed for the acquisition of 100% of the share capital of Diageo Operations Italy S.p.A., which includes the Italian production plant at Santa Vittoria d'Alba (CN).

  The enterprise value (EV) of the transaction will be determined on the basis of Diageo Italy's financial statements as at 30 September 2025, on a cash-free and debt-free basis. The purchase price will be paid in cash. Completion of the transaction is expected in the second half of 2025, subject to the fulfilment of the conditions envisaged. The target recorded revenue of around 230, with an EBITDA of 20.4 million euros.

  The acquisition increases NewPrinces's operating flexibility and innovation capacity in various beverage formats, enabling the Group to:

• Accelerate entry into high-margin categories such as spirits and RTD products, leveraging existing commercial channels and R&D infrastructure.

• Leverage its distribution platform for non-alcoholic drinks in the United Kingdom, promoting cross-selling of an expanded product portfolio including alcoholic and functional beverages.

• Optimise production and logistics costs by integrating the Italian site into a wider

  European network.

• Broaden its beverage portfolio by including both alcoholic and non-alcoholic offerings, increasing appeal across different demographics and consumption occasions.

In the financial year ended June 2024, the Company generated revenue of approximately

229.8 million euros, with EBITDA of 20.4 million euros and net profit of 18.3 million euros.

On 21 July 2025 Princes Limited completed the purchase of its historic headquarters, the Royal Liver Building ("RLB") in Liverpool, as part of an investment of 60 million pounds. The transaction is part of a broader property plan with a total value of 83 million pounds, which also includes the acquisition of the Symington's site in Cross Green, Leeds, for 23 million pounds, confirming the Group's long-term commitment in the United Kingdom. This important milestone strengthens Princes' ties with its origins in Liverpool, representing a bold, decisive step in the company's long-term growth plan. The transaction has a neutral impact on Princes' ND/EBITDA ratio thanks to recurring annual savings resulting from: (i) the elimination of rental costs and (ii) the rental income from current tenants. The transaction was supported by HSBC UK, which granted Princes a long-term loan of 50 million pounds.

Group performance as at 30 June 2025

With reference to the half-year data, the Group confirmed its strong ability to increase profitability (EBITDA margin of 7.7% as at 30 June 2025, compared with 5.6% as at 30 June 2024 on a combined basis) thanks to synergies achieved in procurement and distribution, as well as targeted initiatives to improve efficiency at production sites in the Drinks and Fish sectors, which generated economies of scale and streamlined overhead costs.

The financial figures once again confirm the Group's great ability to generate cash from operations and to significantly improve its net financial position (+Euro +61 million) from Euro 346 million at 31 December 2024 to Euro 285 million at 30 June 2025. Excluding lease liabilities, the Group's net financial position amounted to Euro 183.6 million, a net improvement of Euro 62.6 million.

Cash conversion as at 30 June 2025 stood at 79%, a sharp increase compared with the same period of the previous year.

H1 2025 closed with a net profit after tax of Euro 22 million, sharply up (+122%) compared to H1 2024.

This figure is all the more significant considering the slight decline in revenue (-3.4%) recorded in the first half, mainly due to the termination of certain low-margin contracts and a general decrease in the average selling price in the Group's main business units, partially offset by higher sales volumes in the Drinks and Italian Products sectors, particularly in the Olive Oil category.

Outlook

The acquisition of the Carrefour Group will enable the Group to achieve economies of scale and economic synergies in terms of sales and logistics and consolidate the excellent results achieved in H1 2025 despite an international landscape that remains very complex. Based on the available indicators, the Group expects turnover for the entire financial year to be substantially stable compared to last year, and in terms of margins the Group will strive to improve on its performance in 2024 and in the first half of 2025.

The Group will continue to pay particular attention to cost controls and financial management in order to maximise the generation of free cash flow, to be allocated both to organic growth externally and to the remuneration of Shareholders, also in view of the recent acquisitions.

Going concern

With reference to the content of the previous paragraph, even taking into account the complexity of a rapidly evolving market, the Group feels it is fair and reasonable to assume it status as a going concern in view of its ability to generate cash flows from operating

activities and fulfil its obligations in the foreseeable future, particularly in the next 12 months, based on the solid financial structure as described below:

• The considerable level of cash reserves available at 30 June 2025.

• The presence of authorised and unused Group credit lines.

• The continual support given by the leading banks to the NewPrinces Group, partly because of its market-leading status.

  Note that the Group's economic and financial performance in H1 2025 was higher than budgeted. It should also be noted that the cash and cash equivalents, amounting to Euro 661 million, the credit lines currently available and the cash flows that will be generated by operational management are considered more than sufficient to fulfil obligations and finance the Group's operations.

  EVENTS AFTER THE END OF H1 2025

  As highlighted in the acquisitions section, on 24 July 2025 a binding agreement was signed with Carrefour Nederland B.V. and Carrefour S.A. for the acquisition of 100% of the share capital of Carrefour Italia S.p.A. on the basis of an enterprise value of around 1 billion euros.

  On 9 July 2025 a binding agreement was signed for the acquisition - from Heinz Italia

  S.p.A. - of 100% of the share capital of a newly incorporated company to which the business relating to the production, packaging, marketing, sale and distribution of baby food and food for special medical purposes and specialist nutrition will be transferred, marketed under the brands Plasmon, Nipiol, BiAglut, Aproten and Dieterba.

  On 24 June 2025 a definitive sale and purchase agreement was signed for the acquisition of 100% of the share capital of Diageo Operations Italy S.p.A., which includes the Italian production plant at Santa Vittoria d'Alba (CN).

  ‌BOARDS AND OFFICERS

  ‌Board of Directors

  Name and Surname Position Place and date of birth

  Angelo Mastrolia Executive Chairman of the Board of

  Directors and Director (**)

  Campagna (SA), 5 December 1964

  Giuseppe Mastrolia Chief Executive Officer and Director (**) Battipaglia (SA), 11 February 1989 Stefano Cometto Chief Executive Officer and Director (**) Monza, 25 September 1972 Benedetta Mastrolia Director (***) Rome, 18 October 1995

  Maria Cristina Zoppo Valentina Montanari

  Director (*) (***) Turin, 14 November 1971

  Director (*) (***) Milan, 20 March 1967

  Eric Sandrin Director (*) (***) Saint-Amand-Montrond, 13 August 1964

  (*) Independent director pursuant to article 148 of the Consolidated Law on Finance (TUF) and article 3 of the Corporate Governance Code, who took office when the Company's shares began to trade on the STAR segment of the MTA, i.e. 29 October 2019.

  (**) Executive Director.

  (***) Non-executive director.

  The members of the Board of Statutory Auditors are as follows:

  Name and Surname	Position	Place and date of birth	Date first appointed
  Massimo Carlomagno	Chair	Agnone (IS), 22 September 1965	28.02.2005
  Ester Sammartino	Standing Auditor	Agnone (IS), 23 May 1966	28.02.2005
  Antonio Mucci	Standing Auditor	Montelongo (CB), 24 March 1946	30.07.2009
  Giovanni Rayneri	Alternate Auditor	Turin, 20 July 1963	28.04.2022
  Cinzia Voltolina	Alternate Auditor	Moncalieri (TO), 26 April 1983	28.04.2022

  Control and Risks Committee

  Name and surname	Position	Place and date of birth	Date first appointed
  Valentina Montanari	Chair	Milan, 20 March 1967	29.10.2019
  Maria Cristina Zoppo	Member	Turin, 14 November 1971	25.09.2020

  Eric Sandrin Member Saint-Amand-Montrond, 13 August

  1964

  29.10.2019

  Eric Sandrin	Chair	Saint-Amand-Montrond, 13 August 1964	29.10.2019
  Maria Cristina Zoppo	Member	Turin, 14 November 1971	25.09.2020
  Valentina Montanari	Member	Milan, 20 March 1967	29.10.2019

  Remuneration and Appointments Committee

  Name and surname Position Place and date of birth Date first appointed

  Committee for transactions with related parties

  Name and surname	Position	Place and date of birth	Date first appointed
  Maria Cristina Zoppo	Chair	Turin, 14 November 1971	25.09.2020
  Valentina Montanari	Member	Milan, 20 March 1967	29.10.2019

  1964

  Eric Sandrin Member Saint-Amand-Montrond, 13 August

  29.10.2019

  Supervisory Board pursuant to Italian Legislative Decree 231/01

  Name and surname	Position	Place and date of birth	Date first appointed
  Massimo Carlomagno	Chair	Agnone (IS), 22 September 1965	27.12.2016
  Ester Sammartino	Member	Agnone (IS), 23 May 1966	27.12.2016

  Rocco Sergi is the Financial Reporting Officer.

  PricewaterhouseCoopers S.p.A. is the independent auditor appointed for the years 2019-2027.

  General information

  NewPrinces S.p.A. is incorporated in Italy in the form of a public limited company operating under Italian law. The Company has its registered office at 16, Via J. F. Kennedy, Reggio Emilia.

  The NewPrinces Group is a group operating in the food sector with a large and structured product portfolio organised into the following business units:

• Dairy Products

• Foods

• Drinks

• Fish

• Italian Products

• Oils

• Other Products.

The Company is subject to management and coordination by the parent Newlat Group S.A., a company that as at 30 June 2025 directly owns 55.52% of the share capital, while the remaining part (43.69%) is held primarily by institutional investors and 0.79% by NewPrinces SpA.

This report on operations contains economic, equity and financial information of the NewPrinces Group at 30 June 2025, 31 December 2024 and 30 June 2024.

Alternative performance indicators

The following financial report presents and comments on some financial indicators and reclassified statements (relating to the statement of financial position and the statement of cash flows) not defined by IFRSs.

These amounts, defined below, are used to comment on the Group's business performance in compliance with the provisions of the Consob Communication of 28 July 2006 (DEM 6064293), as subsequently amended and supplemented (Consob Communication no. 0092543 of 3 December 2015 implementing the ESMA/2015/1415 guidelines).

The alternative performance indicators listed below constitute additional information beyond IFRS requirements to help users of the financial report to better understand the Group's results, assets and liabilities and cash flows. Note that NewPrinces SpA's method of calculating these indicators, which is consistent from one year to the next, may differ from the methods used by other companies.

Financial indicators used to measure the economic performance of the Group:

• Gross operating income (EBITDA): the operating income (OI) before depreciation, amortisation and write-downs, as well as income from business combinations.

• Gross Income (GI) / Profit (Loss) before taxes: operating income less financial expense.

• Net profit (NP): gross profit less taxes.

• Cash conversion: the ratio of EBITDA to the difference between EBITDA and total investments.

  Net financial position is given by the algebraic sum of:

• Cash and cash equivalents

• Current financial assets

• Current financial liabilities

• Non-current financial liabilities

• Current lease liabilities

• Non-current lease liabilities

Reclassified statement of cash flows

A cash flow that represents a measure of the Group's self-financing and is calculated from the cash flow generated by operating activities, adjusted for net interest paid and cash flow absorbed by investments, less income from the realisation of fixed assets. The statement of cash flows is presented using the indirect method.

The Group presents the income statement by destination (otherwise known as "at cost of sales"), which is considered more representative than the so-called presentation by nature of expenditure, which is also reported in the notes to the Annual Financial Report. The form chosen is, in fact, compliant with the internal reporting and business management methods.

Corporate governance is the set of rules, systems and mechanisms designed to effectively implement the organisation's decision-making processes in the interest of all Group stakeholders. The parent company NewPrinces complies with the Corporate Governance Code for Listed Companies, which was last updated in January 2020. A traditional governance system is in place which includes three structures: the Shareholders' Meeting, the Board of Directors and the Board of Statutory Auditors.

Board of Directors

The Board of Directors is the body charged with administering the company using the powers allocated to it by law and by the articles of association. It is structured and operates to ensure that its functions are performed efficiently and effectively. Directors act and make decisions to create value for shareholders, and they report on operations during the Shareholders' Meeting. With regard to appointing and replacing the entire Board of Directors and/or some of its members, the Company's Articles of Association require board members to be elected on the basis of candidate lists in accordance with the methods outlined in more detail in the Report on Corporate Governance and Ownership Structure and in compliance with existing legislation on gender representation. On 28 April 2023, the Shareholders' Meeting appointed a four-person Board of Directors, increased to seven when the Company's shares began trading on the MTA, which will remain in office until the financial statements as at 31 December 2025 are approved.

Board Committees

The Board of Directors has no internal committees other than those required by the Corporate Governance Code, with the exception of the Related Party Transactions Committee, in order to comply with the provisions of the Related Parties Regulation. The Company has not set up any committees that carry out the functions of two or more of the committees set out in the Corporate Governance Code, nor has it reserved these functions for the entire Board of Directors, under the coordination of the Chairman, or divided them differently to the way set out in the Corporate Governance Code.

The Board of Directors' internal committees are as follows:

• The Control and Risks Committee helps the Board of Directors to assess and make decisions regarding the Internal Control and Risk Management System, the approval of annual and half-year financial statements and relations between the Company and the independent auditor, where support is provided in the form of an adequate investigative phase. For this purpose, the Committee has three members with sufficient financial and accounting experience: Valentina Montanari, as Chair, Maria Cristina Zoppo and Eric Sandrin, all of whom are non-executive and independent directors.

• The Remuneration and Appointments Committee plays an advisory and recommendatory role, with investigative functions, in the assessments and decisions relating to the composition of the Board of Directors and to the remuneration of directors and managers with strategic responsibilities, overseeing their application and making general recommendations on the matter. The Remuneration Committee is composed of three members, all of whom are non-executive and independent directors. All members have suitable financial and accounting experience and knowledge. With regard to determining remuneration for board members, the Shareholders' Meeting allots a salary for the duration of the mandate which may consist of a fixed portion and a variable portion commensurate with the achievement of certain targets and/or with the Company's financial results. To be able to list on the STAR segment, exchange regulations require the Remuneration Committee to ensure that a significant share of the pay for executive directors and senior managers be incentive-linked.

  Please see the report on remuneration published in accordance with article 123-ter of the Consolidated Law on Finance (TUF) for information on the general remuneration policy and the remuneration of executive directors, managers with strategic responsibilities and non-executive directors. For this purpose, the Committee has three members with sufficient financial and accounting experience: Eric Sandrin, as Chair, Maria Cristina Zoppo and Valentina Montanari, all of whom are non-executive and independent directors.

• The Related Party Transactions Committee (hereinafter also the "RPT Committee") is responsible for ensuring the integrity of transactions with related parties by giving an opinion on the Company's interest in completing a specific transaction, as well as on the suitability and fairness of the corresponding conditions. This committee comprises three non-executive and independent directors: Maria Cristina Zoppo as Chair, Valentina Montanari and Eric Sandrin.

Board of Statutory Auditors

Members of the Board of Auditors are selected on the basis of their ability to meet requirements of professionalism, independence and integrity in accordance with legislation and regulations. The Company's Board of Statutory Auditors was appointed during the Shareholders' Meeting on 28 April 2023 and will remain in office until the approval of the financial statements as at 31 December 2025.

Internal Control and Risk Management System

The Internal Control and Risk Management System (ICRMS) is the set of rules, procedures and organisational structures designed to enable the Company to conduct its business correctly and in line with set objectives, using a suitable process for identifying, measuring, managing and monitoring the main risks. The Board of Directors identified the nature and level of risk compatible with the Group's strategic objectives when it drew up its strategic, industrial and financial plans. This assessment included all and any risks that may become significant in terms of sustaining the Company's activities in the medium to long term. In

support of the ICRMS and the Control and Risks Committee, on 8 July 2019 the Board of Directors appointed Angelo Mastrolia as the director responsible for the ICRMS who will perform the functions listed in point 7.C.4. of the Corporate Governance Code. With the help of the Control and Risks Committee, the Board of Directors has also drawn up guidelines for the ICRMS, identifying the system itself as a cross-sectional process integral to all business activities and based on the international principles of Enterprise Risk Management (ERM).

The purpose of the ICRMS is to help the Group achieve its performance and profit objectives, obtain reliable economic and financial information and ensure compliance with existing laws and regulations, while shielding the Company from reputational damage and financial loss. In this process, particular importance is given to identifying corporate objectives and classifying and controlling related risks by implementing specific containment actions.

There are various types of potential business risks - strategic, operational (related to the effectiveness and efficiency of business operations), reporting (related to the reliability of economic/financial information), compliance (related to compliance with existing legislation and regulations to avoid damage to the company's reputation and/or financial losses).

In view of this, the Internal Audit Department verifies the suitability of the ICRMS through an audit schedule that is approved by the Board of Directors and makes provision for regular reports containing sufficient information on the performance of its activities, as well as timely reports on events of particular importance.

The Board of Directors annually assesses the effectiveness of the ICRMS and its suitability in view of the characteristics of the business based on information and evidence received with the support of the investigative activities performed by the Control and Risks Committee, the Head of Internal Audit and the Supervisory Board pursuant to Italian Legislative Decree 231/2001.

Organisational Model pursuant to Italian Leg. Decree 231/2001, Code of Ethics and fight against corruption

NewPrinces S.p.A.'s Board of Directors approved its Organisation, Management and Control Model in accordance with Italian Legislative Decree 231/2001 (hereinafter also "231 Model") on 30 March 2016, updating it most recently on 13 May 2022. The Model was drawn up on the basis of guidelines issued by Confindustria (the Italian industry confederation) in accordance with the relevant legislation, and sets out standards for behaviour, procedures and control activities, in addition to powers and mandates designed to prevent the offences outlined in Italian Legislative Decree 231/2001.

The Organisational Model was published and communicated to all personnel, third-party contractors, customers, suppliers and partners.

No reports of non-compliant behaviour or violations of the Code of Ethics were received during the year.

In order to ensure that the Model is correctly implemented, a Supervisory Body (SB) has been established, currently comprising Massimo Carlomagno, as Chair, and Ester Sammartino.

The SB sends the Board of Directors a written report every six months on how the Model 231 is being implemented and disseminated within each Company department. The implementation of adequate regular and/or sporadic information flows to the SB is another important tool helping it to fulfil its legal monitoring responsibilities and ensuring that the Model serves its purpose of preventing liability.

No breaches of the Model or irregularities have emerged after examining the information received from managers of the various areas of the Company, and no acts or conduct have come to light that constitute an infringement of the provisions of Italian Legislative Decree 231/2001.

Half-Year Financial Report at 30 June 2025 - NewPrinces Group

Angelo Mastrolia

100%

Newlat Group SA (CHE-103.803.148)

58.25%

NewPrinces SpA (IT00183410653)

100%

Symington's Ltd

(GB758415702)

100%

Princes Group Plc (GB2328824)

76.74%

Centrale del Latte d'Italia SpA

(IT01934250018)

100%

Newlat GmbH

(DE284965978)

100%

Princes France S.A.S.

(FR29898805627)

100%

Princes Holding (Rotterdam) B.V.

56%

West Yorkshire Industrial Estates Management Ltd

100%

Princes Foods B.V.

100%

Princes Tuna (Mauritius) Ltd

50%

E.O.L.

100%

Princes Italia SpA (IT05003220653)

8.11% Cawston

Press Ltd

Princes Polska

68%

Indico Canning Ltd

33%

Marine Biotechnology Ltd

100%

E.O.L. Polska Sp.zo.o.

The table below shows the main information regarding the NewPrinces Group companies as at 30 June 2025:

Name

Registered Office

Share capital Currency at 30 June

2025

Control

Control

percentage at percentage at 30 June 31 December

2025

2024

Reggio Emilia

Sas (*) Ludres, France

Limited Leeds

Deutschland 9, Mannheim

Latte d'Italia Turin

Head Liverpool

A brief description of the subsidiaries' activities is provided below:

• Newlat GmbH (Deutschland) is active in the production and sale in Germany of traditional forms of German pasta (spätzle and flavoured pasta), instant cups and sauces, as well as the marketing of pasta produced by Princes Italia SpA.

• Centrale del Latte d'Italia S.p.A. is a company active in the production and marketing of about 120 products ranging from milk and its derivatives to yoghurt and plant-based beverages that are distributed under the trademarks TappoRosso, Mukki, Tigullio and Vicenza in the reference territories at over 16,000 points of sale, both mass-market retailers and traditional traders. Its shares are listed on the Euronext Milan segment of the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A.

• Symington's Ltd is active in the production and sale of a wide range of products, including:

  • Instant noodles, where it is the leader in the authentic and Asian inspiration segment

  • Soups and various ready meals, rice and couscous ready meals

  • Baked goods including toasted breads for desserts and cakes

    The company has three production plants and a logistics distribution centre, and its markets are United Kingdom, United States and Australia.

• Princes France Sas, a leading manufacturer of baking and dessert mixes.

• Princes Limited: a group active in the production and sale of products related to canned vegetables, tuna, oils, beverages, tomatoes and pasta.

  It should be noted that at the reference dates of the Consolidated Financial Statements, all the companies included within the scope were consolidated using the line-by-line method.

  The following table summarises, with reference to the companies (joint operations) proportionally included in the scope of the Consolidated Financial Statements, the information relating to the company name, registered office, functional currency and share capital at 30 June 2025:

  Name

  Registered Office

  Currency

  Share capital at 30 June

  2025

  Edible Oils Limited Royal Liver Building Pier Head Liverpool GBP 8,626,000 Edible Oils Polska SP. Z.O.O. ul. B. Chrobrego 29, 64-500 Szamotuły, POLAND ZL 70,155,000

  In preparing the Consolidated Financial Statements, all balances and transactions carried out between the companies included in the scope have been eliminated and therefore the Consolidated Financial Statements do not include any of the transactions in question. Finally, note that the Group directly or indirectly holds non-controlling interests in:

• Mercarfir, a consortium company that manages the Multipurpose Food Centre in Florence, 25% through the company Centrale del Latte d'Italia S.p.A. in Mercafir equal to 25% and was valued using the equity method.

• Marine Biotechnology, a company specialising in the production of fishmeal and fish oil, held 33% through Princes Tuna Mauritius and was valued using the equity method.

  ‌HALF-YEAR FINANCIAL REPORT DIRECTORS' OBSERVATIONS ON PERFORMANCE AT 30 June 2025 MANAGEMENT REPORT

  The NewPrinces Group is an important player in the Italian and European agri-food sector. In particular, as at 30 June 2025 the Group has a strong position in the English market and a significant presence in the German and Italian markets.

  The NewPrinces Group operates mainly through the following business units:

• Dairy Products

• Foods

• Drinks

• Fish

• Italian Products

• Oils

• Other Products

For a more clear representation of business performance, the comparative figures as at 30 June 2024 are presented on a combined basis, i.e. including the Princes Group as if it had been acquired from 1 January 2024 (compared with the actual acquisition date of 31 July 2024).

with customers)

The following table contains the Group's consolidated combined income statement:

(In thousands of euros and as a

Half-year ended 30 June

Operating profit amounted to Euro 52.8 million, a sharp increase compared to the same period of the previous financial year (+116.5%), mainly due to the first synergies realised with the Princes Group and consequently a clear improvement in margins.

In absolute terms, EBITDA increased by Euro 25 million (+32.6%), while the EBITDA margin went from 5.6% to 7.7%.

The following is a brief commentary on the most significant changes to the main income statement items that occurred in the periods under review:

Revenue from contracts with customers

Revenue from contracts with customers contains the contractual fees to which the Group is entitled in exchange for the transfer of the promised goods or services to customers. The contractual fees may include fixed or variable amounts or both and are recognised net of rebates, discounts and promotions, such as contributions to the mass distribution channel. In particular, in the context of existing contractual relations with mass distribution operators, contributions are expected to be recognised as year-end bonuses linked to the achievement of certain turnover volumes or amounts related to the positioning of products.

SEGMENT REPORTING

The table below provides a breakdown of revenue from contracts with customers by business unit as monitored by management.

customers

Revenue from the Milk & Dairy Products segment was up compared to the same period of the previous year due to the combined effect of an increase in sales volumes in the milk sector and an increase in the average sales price.

Revenue from the Foods segment decreased mainly due to lower sales volumes in the food services sector following the termination of certain low-margin contracts, particularly in the baked beans category.

Revenue from the Drinks segment increased as a result of higher sales volumes due to new contracts signed during 2025.

Revenue from the Fish segment decreased due to lower sales volumes and a lower average sales price compared to the same period last year.

Revenue from the Italian Products segment showed a slight decrease due to lower sales volumes in the tomato category following the termination of certain low-margin contracts, offset by higher volumes in the olive oil category. In the Pasta and Bakery categories revenue decreased due to a lower average selling price compared with the same period of the previous year, while in the Special Products category sales volumes increased.

Revenues in the Oils segment were down compared to the same period of the previous year due to a decrease in the average sales price in the Olive Oil category.

The following table provides a breakdown of revenue from contracts with customers by distribution channels, as monitored by management:

customers

Revenue in the Mass Distribution channel decreased due to the reduced turnover in the Foods and Fish segments.

Revenue from the B2B partners channel recorded an increase due to several new contracts secured during 2025 in the Drinks segment.

Revenues from the Normal Trade channel were in line with the same period of the previous year, recovering in the second quarter.

Revenue from the Food Services channel declined due to lower sales volumes in the Foods sector and lower average selling prices in the Oils and Italian Products sectors compared with the same period of the previous year.

The following table provides a breakdown of revenue from contracts with customers by geographical area as monitored by management:

customers

Revenue from Italy decreased slightly, mainly due to lower average selling prices in the Pasta and Bakery categories and reduced volumes in the Fish sector, partially offset by higher sales volumes in the shelf-stable milk category.

Revenue in Germany decreased due to lower sales in the tomato and legume segments following the termination of some low-margin private label contracts.

Revenue in the United Kingdom decreased due to lower volumes in the Food, Fish and Oil segment, partially offset by an increase in volumes in the Drinks segment.

Revenue from Other Countries declined mainly due to lower average selling prices in the

Group's operating segments, with the exception of the Oils category.

Operating costs

The following table lists the operating costs as shown in the income statement by destination:

Cost of sales represented 80.15% of sales revenues (82.3% as at 30 June 2024) and decreased sharply in the first half of 2025 due to the first synergies achieved with the entry of the Princes Group in terms of procurement.

Selling and distribution expenses were sharply down compared with the same period of the previous year due to improved economic conditions in distribution and transport, particularly in the Pasta and Fish sectors.

Administrative expenses decreased compared to the same period of the previous year due to a rationalisation of costs and/or projects no longer considered "core" as well as the departure of employees due to resignations, which for the time being was not followed by any new hires.

EBITDA was Euro 101.8 million (or 7.7% of sales revenue) compared to Euro 76.7 million as of 30 June 2024 (or 5.6% of sales revenue), with a clear increase both in absolute terms and in terms of margins thanks to the Group's ability to optimise its supply chain and to having initiated the first synergies already noted at the time of the Princes Group acquisition.

The following table shows EBITDA by activity segment:

Revenue from contracts

Operating profit (EBIT) amounted to 52.8 million euros (4% of sales), compared with 24.4 million euros as at 30 June 2024 (1.8% of sales), a sharp improvement driven by synergies achieved in procurement and distribution.

The tax rate was 28.6%.

Net profit as at 30 June 2025 was Euro 22.2 million, a sharp increase from 30 June 2024.

EBITDA

The table below provides a reconciliation of EBITDA, the EBITDA margin and cash conversion at 30 June 2025 and 2024.

(*) Operating profit/(loss) (EBIT), EBITDA, the EBITDA margin and the cash conversion are alternative performance indicators not identified as an accounting measure under IFRS and, therefore, should not be considered alternative measures to those provided by the Group's financial statements when assessing the Group's results.

To assess performance, management monitors, among other things, EBITDA by business unit as shown in the table below.

The EBITDA in the Dairy Products sector recorded a slight decrease due to a lower average selling price in the fresh milk and mascarpone categories, partially offset by higher sales volumes in the shelf-stable milk category.

The EBITDA in the Foods sector recorded a significant increase due to lower direct costs and the discontinuation of certain foodservice contracts with negative margins.

The EBITDA in the Drinks sector recorded a significant increase due to lower direct costs and improved production processes, with clear benefits in terms of reduced production waste and inventory losses.

The EBITDA in the Fish sector decreased due to lower sales volumes in Europe and a lower average selling price in the United Kingdom, partially offset by improved production efficiency at the Mauritius sites.

The EBITDA in the Italian Products sector increased due to higher sales volumes in the olive oil category and greater efficiency in distribution and transport costs in the Pasta category.

The EBITDA in the Oils sector increased due to a higher average selling price, partially offset by lower margins in the Polish market due to increased promotional activity.

The EBITDA in the Other Products sector increased due to costs incurred by Princes Limited in H1 2024 relating to the disposal of the Group.

In order to evaluate the business performance, the Company's management monitors, among other things, the normalized EBITDA, as shown in the following table:

(*) Operating profit/(loss) (EBIT), EBITDA, the EBITDA margin and the cash conversion are alternative performance indicators not identified as an accounting measure under IFRS and, therefore, should not be considered alternative measures to those provided by the Group's financial statements when assessing the Group's results.

Net financial debt

The following table provides details of the composition of the Group's net financial debt as at 30 June 2025 and 31 December 2024, determined in accordance with the provisions of Consob Communication DEM/6064293 of 28 July 2006 and in accordance with paragraph 175 et seq. of the recommendations contained in the document prepared by ESMA, no. 32-382-1138 of 4 March 2021 (guidelines on disclosure requirements under Regulation EU 2017/1129, so-called "Prospectus Regulation"):

Comparing the net financial position at 30 June 2025 with the corresponding data at 31 December 2024 demonstrates a significant improvement of Euro 61.1 million thanks to the NewPrinces Group's ability to generate cash flows from operations and the improvement in net working capital.

Without considering lease liabilities, the positive net financial position was as follows: