NewPrinces S p A : FY 2025 results Annual Report 2025

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This document constitutes a PDF copy of the Annual Financial Report of NewPrinces S.p.A. as at 31 December 2025 and does not constitute the document in ESEF format required by the ESEF Technical Standards pursuant to Delegated Regulation (EU) 2019/815 (the so-called "ESEF Regulation").

The Annual Financial Report of NewPrinces S.p.A. as at 31 December 2025 in the ESEF format, required by the ESEF Regulation, is available on the Company's website https://www.newprinces.it/it/investor-center/investor-relations/results-center-2025 and via the authorised storage mechanism eMarket Storage www.emarketstorage.com.

LETTER TO THE STAKEHOLDERS 6

GROUP HISTORY 8

THE GROUP'S VALUE CHAIN 14

MANAGEMENT REPORT 16

THE COMPANY STRUCTURE AS AT 31 DECEMBER 2025 24

COMPANY BODIES 26

CORPORATE GOVERNANCE 28

MANAGEMENT REPORT 33

INVESTMENTS 38

OTHER INFORMATION 38

‌LETTER TO THE STAKEHOLDERS

Dear stakeholders,

2025 represents a turning point in the history of NewPrinces Group.

Looking at the results achieved, I feel deep satisfaction not only for the quality of the figures achieved but for the strategic significance they represent. In a complex macroeconomic environment, characterised by persistent volatility in raw material costs and an uncertain geopolitical landscape, the NewPrinces Group demonstrated resilience and unique execution capability.

We recorded record results across all key financial indicators. Consolidated revenues reached Euro 2.96 billion, up 80.4% compared with the previous year. Normalised EBITDA stood at Euro 240 million, with a margin of 8.1%, while operating profit (EBIT) reached Euro 430.8 million, more than doubling compared with 2024. The consolidated net profit amounted to Euro 375 million.

Cash generation was particularly significant: underlying Free Cash Flow reached Euro 200 million, with a cash conversion of 84%, reflecting operational discipline and improved working capital management. Net financial position, positive at Euro 319 million (excluding IFRS 16 effects), together with available liquidity exceeding Euro 1.3 billion, provides an extremely solid foundation to support the Group's future growth ambitions.

2025 was also the year in which we achieved an unprecedented step change in scale and quality, becoming the second-largest Italian food group by turnover, consolidating our role among the leading operators in the sector at the national and European levels. The strategic acquisitions of Diageo Operations Italy (now Princes Ready to Drink), Plasmon and Carrefour Italia (now Princes Retail) transformed the Group into a fully integrated operator across the entire food value chain - from production to distribution - significantly expanding its scale, diversification and capacity to create value.

Further strengthening this path was the listing of Princes Group plc on the main market of the London Stock Exchange and its subsequent inclusion in the FTSE 250 index, the largest IPO in the United Kingdom since 2021. This milestone marked a significant improvement in our institutional positioning, increasing the Group's international visibility, broadening access to capital markets and strengthening our credibility with investors and industrial counterparties.

The newly listed platform is now a key element of our strategy, providing additional financial flexibility and significant firepower for external growth transactions. In a sector undergoing progressive consolidation, we believe we are particularly well positioned to seize M&A opportunities, leveraging a distinctive combination of financial strength, integration track record and disciplined capital allocation.

The Group's industrial model now stands out for its unique integration between production and distribution. On the one hand, a diversified and scalable production platform - with Princes Group and Centrale del Latte d'Italia - on the other, a widespread distribution network with over 1,000 stores in Italy. This integrated model allows us to generate tangible synergies across the value chain, accelerate product innovation and further strengthen our relationships with customers and consumers.

At the same time, we continued to structurally improve business quality through targeted operational efficiency initiatives, optimisation of the product portfolio and rigorous management of costs and working capital. These actions contributed significantly to improved profitability and the strong cash generation recorded during the year.

The financial strength achieved, combined with the increased visibility and credibility resulting from the London listing, allows us to confidently face a context that remains complex but rich in opportunities. We will continue to pursue a disciplined growth strategy, combining organic development and targeted acquisitions, with the aim of creating sustainable long-term value.

The path undertaken in 2025 marks only the beginning of a new phase of development for NewPrinces Group. The foundations built during this year allow us to look ahead with ambition, determination and a clear strategic vision.

Finally, I would like to thank our employees, management and all Group partners for their decisive contribution to these results, as well as our shareholders for their trust and continued support.

Yours sincerely,

Angelo Mastrolia Executive Chair NewPrinces S.p.A.

Turnover

Consolidated Euro

2.9 billion

Standardised EBITDA

Euro 240 million

Net Profit Euro

383 million

Employees

>17,000

Electricity purchased and generated from renewable sources from 17% to 36.3%

Year 2004

• Acquisition of the Guacci pasta factory by the Mastrolia family.

  Year 2005

• Acquisition of the Eboli plant for the production of pasta and the Pezzullo brand.

  Year 2006

• Acquisition of the factories and the brand for the production of Corticella branded pasta from Euricom Group.

  Year 2008

• Acquisition of the Sansepolcro factory for the production and licensed sale of Buitoni pasta and baked goods.

• Acquisition of Newlat SpA operating in the dairy division through the Giglio, Polenghi, Torre in Pietra and Fior di Salento brands.

  Year 2009

• Expansion of the brands in the dairy division through the acquisition of the Ala and Optimus brands.

  Year 2013

• Acquisition of the German company for the production and sale of Birkel and 3Glocken branded pasta.

  Year 2014

• Purchase of Centrale del Latte di Salerno S.p.A. and its brand, engaged in the production and sale of dairy products.

  Year 2015

• Acquisition of the plant in Ozzano Taro, Parma, for the production and sale of products belonging to the baby food and protein- and gluten-free food sectors through a co-packaging contract with Kraft-Heinz.

  Year 2019

• Acquisition of Industrie Alimentari Delverde S.p.A., owner of the Delverde brand in the pasta market.

• Access to the capital market through the placement of equity instruments for trading on the STAR segment of the Mercato Telematico Azionario stock market organised and managed by Borsa Italiana.

  Year 2020

• Acquisition of the company Centrale del Latte d'Italia S.p.A. listed in the STAR segment of the Mercato Telematico Azionario stock market organised and managed by Borsa Italiana.

  Year 2021

• Purchase of 100% of the ordinary shares and voting rights of the Symington's Group consisting of Symington's Limited, Symington's (Holdings) Limited and Symington's Australia PTY Limited, a group operating mainly in the UK and produces - both under its own brands and for third-party brands - a wide range of instant noodles (Naked) where it is a market leader in the authentic and Asian inspiration segment, soups and various ready meals under the Mug Shot brand, rice and couscous ready meals (Twistd), baked goods including croutons (Rochelle brand), cake and cake mixes (with about 75% market share in the private label segment), Chicken Tonight brand condiments and Ragu brand sauces.

  Year 2023

• Purchase of 100% of the ordinary shares and voting rights of EM Foods S.A.S. (now Princes France) following the Seller's exercise of the put option signed by the parties on 19 October. As required by French law, Alsa France exercised its option to sell 100% of the ordinary shares and voting rights of Princes France Sas, after the company's workers' council formally agreed to the sale to Newlat Food. The closing of the transaction took place on 2 January 2023. With the acquisition of the company, the Group enters the bakery and dessert mixes sector, a particularly interesting business becoming increasingly popular with consumers. Moreover, Newlat Food announced that it signed a long-term contract with Unilever BV for the production of several products related to important brands such as Carte d'Or, Maizena and Mondamin. This new partnership, of great strategic value, is further evidence of the high standard of the Group's industrial assets and further consolidates the business generated in partnership with large multinationals.

This partnership will enable the company to become a supplier of several products for well-known brands. The acquisition of the company's industrial know-how and the important partnership with a multinational company will enable the Group to enter the growing segment of bakery mixes and

desserts as a major player. The company will produce a very wide range of products including brownies, puddings, muffins, baking powder and cake mixes, building on the strong brand awareness of the "Minuto" brand, already used by the Group in Germany to sell well-known, high-quality ready meals. The bakery and dessert mixes segment is a particularly interesting area of the food industry, as it reflects current trends and new lifestyle habits. The Group is strongly committed to the strategic development of the "Minuto" brand in the most important markets of Western Europe and especially in France, Germany and Italy, with plans to launch new recipes and formulations for products that are delicious but also healthy, quick and easy to prepare. The acquisition will also allow the company to develop further synergies with the existing Symington's division (the undisputed leader in the bakery mixes and desserts segment in the UK, with 75% market share in the private label sector). Symington's will also provide a solid distribution platform for the "Minuto" brand in the UK.

Year 2024

• On 27 May 2024 an agreement was signed for the acquisition of 100% of the share capital of Princes Limited, then finalised the following July. On 30 July 2024, all of the conditions precedent stipulated in the agreement for the acquisition of Princes Limited were fulfilled and therefore the Company acquired the entire share capital of said group. With the completion of the agreement, Newlat Group also sold 9,319,841 shares in the company, representing 21.2% of the company's capital, to Mitsubishi Corporation for a payment of approximately Euro 58 million.

  Princes Limited is a prestigious company, and the integration of its activities with Newlat will enable the Group to further solidify its leading position in the food industry. With the acquisition, Newlat Food became one of the largest food companies listed on the Milan Stock Exchange, strengthening its position as an international player. The new group will thus be able to offer a wide range of high-quality products, meeting the needs of an increasingly demanding and diversified global market. This transaction will enable the Group to enter new market segments and better serve customers with an even more comprehensive, innovative and unique product range. The integration of Newlat Food and Princes Limited therefore represents a significant opportunity for both companies.

  Year 2025

• 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 transaction price amounted to Euro 101 million. The closing took place on 30 September 2025. The target recorded revenue of around 230 million euros.

The acquisition increases NewPrinces' 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 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' 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' 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 was 124 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 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 longterm 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.

  • 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 took place on 1 December 2025.

    The acquisition of Carrefour Italia represents a key milestone in the growth trajectory of the Group. It is the outcome of a strategy built with discipline, industrial vision and long-term commitment. With this transaction, a decisive step is being taken towards vertical integration between production and distribution, strengthening our ability to generate value across the entire supply chain. NewPrinces chose to invest decisively in a strategic asset for Italy, with the goal of relaunching a widespread network and maximising synergies between retail and industry.

    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 continued 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 31 October 2025 Princes Group Plc was admitted to trading on the London Stock Exchange following the subscription of the initial public offering by institutional investors in the United Kingdom and in other countries outside the United States in accordance with Regulation S, as well as by "qualified institutional buyers" in the United States pursuant to Rule 144A of the United States Securities Act of 1933 (the "US Securities Act"), and by retail investors through Retail Book Limited ("Retail Book") only in the United Kingdom (the "Retail Offer"). The offer price of the ordinary shares of Princes Group plc ("Princes Group") in the context of the initial public offering (the "IPO" or the "Offer") was 475 pence per ordinary share (the "Offer Price"). Based on the Offer Price, the market capitalisation of Princes Group amounted to approximately GBP 1,162 million.

The Group shares the results generated by the value generation process with stakeholders based on the analysis and management of critical success factors:

• Satisfaction of new consumer demands and recent market trends

• Achievement of international quality standards

• Continuous investments in research and development

• Continuous search and maintenance of the best suppliers

• Production planning based on the principles of timeliness, efficiency and high quality

• Integrated, efficient logistics

• Dialogue with key stakeholders, including customers and consumers

• Strong communications strategy to support our brands

• In-depth knowledge and continuous market analysis

• Comprehensive and proven organisation of the sales network

M&A

Improvement in production efficiency

Quality

Focus on special products

Sustainability

Financial Performance

Research and development

Development of brands

International growth

M&A: Growth of external lines through acquisitions of companies operating in sectors complementary to those currently served.

Focus on special products: Increase in market share for special products (health and wellness) and products for babies.

Development of brands: Increase in the communication capacity of trademarks.

International growth: Consolidation of presence on foreign markets and development of a competitive position in the German market.

Research and development: Investments in new technologies and new products.

Improvement in production efficiency: Continuous pursuit of efficiencies in all production sectors.

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 transaction price amounted to Euro 101 million. 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 million 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. 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.

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 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 took place on 1 December 2025.

Business combinations, in which the control of a business is acquired, are recognised in accordance with IFRS 3 "Business combination", applying the acquisition method. In particular, identifiable assets, liabilities and potential liabilities are recognised at fair value at the date of acquisition, i.e. the date when control is acquired (the acquisition date), except for deferred tax assets and liabilities, assets and liabilities relative to employee benefits and assets held for sale, which are recognised based on the relative accounting standards. If positive, the difference between the cost of acquisition and the current value of the assets and liabilities is recorded in intangible assets as goodwill; if negative, after having checked that the current values of the assets and liabilities acquired and the cost of acquisition have been properly measured, it is recorded directly in the statement of other comprehensive income, as revenue. Minority interests on the date of acquisition can be measured at fair value or at the pro-rata of the value of the net assets recognised for the acquired company. The valuation method is chosen on a transaction-by-transaction basis. When the assets and liabilities of the acquired business are calculated on a provisional basis, this must be completed within twelve months of the date of acquisition, taking into account only information relating to facts and circumstances existing at the Acquisition Date. In the year in which the aforementioned calculation is concluded, the provisionally recognised values are adjusted

with retrospective effect. The ancillary expenses of the transaction are recognised in the income statement at the moment at which they are incurred. The cost of acquisition is represented by the fair value on the Acquisition Date of the assets transferred, the liabilities assumed and the equity instruments issued for the purpose of the acquisition, and also includes the contingent consideration, i.e. the part of the fee whose amount and disbursement are dependent on future events. The contingent consideration is recognised on the basis of its fair value at the Acquisition Date, and subsequent changes in fair value are recognised in the income statement if the contingent consideration is a financial asset or liability, while contingent considerations classified as equity are not restated and the subsequent elimination occurs directly in equity. Where control is acquired in subsequent phases, the acquisition cost is determined by adding the fair value of the investment previously held in the acquiree and the amount paid for the additional portion. Any difference between the fair value of the investment previously held and its carrying value is charged to the income statement. When control is acquired, any amounts previously recognised as other components of comprehensive income are recognised in the statement of other comprehensive income or, if such reclassification is not envisaged, in another shareholders' equity item.

The following tables present the carrying amounts of the net assets acquired as part of the acquisitions completed during 2025 and the completion of the PPA process for the Princes Group.

Completion of the PPA process for the Princes Group

During 2025 the fair value measurement of the Princes Group's assets and liabilities acquired on 30 July 2024 has been completed. At 31 December 2024 these items had been recognised on a provisional basis. As required by the relevant accounting standard, the badwill arising from the transaction was restated in the consolidated statement of profit or loss within 12 months of the acquisition as required by IFRS 3.

Below is a table reconciling the assets and liabilities initially recognised on a provisional basis and those subsequently restated following the fair value measurement:

At 30 July At 30 July

The main adjustments leading to the final recognition of the transaction concerned the following items:

• With regard to property, plant and equipment, the Group applied the replacement cost method, taking into account obsolescence (including technological obsolescence) of the assets.

• With regard to intangible assets, the Group identified a number of brands and customer lists respectively measured using the relief-from-royalty method and the multi-period excess earnings method. These methods resulted in the recognition of fair value for the Napolina, Princes, Crisp 'N Dry brands, as well as other adjustments on minor brands. Moreover, a customer list relating to relationships with mass distribution chains was recognised.

• Deferred tax was recognised to reflect differences with the tax values of the items referred to above, including deferred tax assets that had been recognised only partially with respect to impairments at the time of the provisional allocation.

The final effect was an increase in badwill of approximately 2.7 million euros compared with the provisional recognition at 31 December 2024.

As a result of the above adjustments, the comparative statement of financial position and income statement as at 31 December 2024 were restated to reflect the above adjustments and the related depreciation and amortisation, with the consequent impact on deferred tax, incurred between the acquisition date and the end of the comparative period. The following table summarises the effects

Impact on net Impact on consolidated

(In thousands of euros) profit/(loss) equity

Lower depreciation of Property, Plant and Equipment

July - December 24

(441) (441)

Tax effects July - December 2024 35 35

Restated financial year ended 31 December 2024 160,631 398,641

Acquisition Princes Ready to Drink (formerly Diageo Operations Italy)

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. (subsequently renamed Princes Ready to Drink S.p.A.), which includes the Italian production plant in Santa Vittoria d'Alba (CN). The transaction was completed on 30 September 2025 with the determination of an enterprise value based on the company's financial statements as at 30 September 2025, on a cash-free and debt-free basis. The final transaction price amounted to Euro 101 million. The costs and revenues of Princes Ready to Drink S.p.A. were recognised in the consolidated income statement as at October 2025 and respectively contributed Euro 34.6 million and Euro 0.4 million (loss) to revenue and net income.

The following table provides the book values of the net assets acquired as part of the acquisition of Princes Ready to Drink S.p.A.

At 30

PPA At 30

(In thousands of euros)

September September

2025 provisional 2025

The transaction was accounted for in accordance with the provisions of IFRS 3 - "Business Combinations" as it represents the acquisition of a business, consisting of the plant and the production processes and know-how related to the transferred employees.

On first consolidation the fair value measurement of the assets acquired and liabilities assumed was not yet complete. On a provisional basis, the Group carried out a fair value assessment of property, plant and equipment using the replacement cost new method, i.e. the cost required at the valuation date to acquire an asset built with current technologies and materials, capable of replacing the asset with the same capacity, performance, desirability and utility. This assessment resulted in a partial impairment of the item. As per the accounting standard in question, management will complete the relevant measurements within 12 months of the purchase date, although no significant changes are expected compared with the preliminary valuations.

Following the verification of the carrying values for potential further impairment, the badwill thus determined was accounted for on a provisional basis in the consolidated income statement as indicated by IFRS 3, paragraph 34, under the specific item "income from business combinations". Regardless of any refinements following the final allocation of any additional fair value adjustments, this reflects the seller's willingness to dispose of a business considered non-synergistic with its production strategy, as part of a divestment and partial exit from Italy.

Acquisition of Plasmon S.r.l.

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 Plasmon S.r.l., 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 were then transferred, marketed under the brands Plasmon, Nipiol, BiAglut, Aproten and Dieterba. The transaction marked 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. Following the fulfilment of certain conditions precedent, the transaction was completed on 31 December 2025. On that date, the Group paid the agreed price of Euro 124.4 million to the seller. Transaction costs amounted to Euro 150 thousand.

As the closing of the transaction took place on the last day of the year, no costs or revenues of Plasmon S.r.l. were recognised in the consolidated income statement.

The following table provides the book values of the net assets acquired as part of acquisition of Plasmon S.r.l.:

At 31

PPA At 31

(In thousands of euros)

December December

2025 provisional 2025

The transaction was accounted for in accordance with the provisions of IFRS 3 - "Business Combinations" as it represents the acquisition of a business, consisting of the plant in Latina and the production processes and know-how related to the transferred employees.

On first consolidation the fair value measurement of the assets acquired and liabilities assumed was not yet complete. The excess of the price paid over the carrying amounts, considered at the closing date as the best estimate of the provisional fair value of the net assets, resulted in the recognition of goodwill of Euro 24.1 million. This largely represents a premium relating to the acquired brands, which will be more precisely allocated during the final purchase price allocation, in addition to expected synergies. As per the accounting standard in question, management will complete the relevant measurements within 12 months of the purchase date. As the acquisition took place on the last day of the year, the final allocation will not have effects on the comparative income statement in future.

Acquisition of GS Group (Italian activities of the Carrefour group)

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. (later renamed Princes Retail S.p.A.). After obtaining approvals from the competent authorities at the end of November 2025, the transaction was completed on 1 December 2025.

This transaction 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 final transaction price for the net assets acquired without financial debt (except for lease liabilities recognised under IFRS 16) amounted to Euro 1. Prior to closing and in accordance with the contractual terms, the seller also paid a total amount of approximately Euro 240 million in the period up to 1 December 2025. On the same date, following the acquisition, Princes Retail and its subsidiaries contributed cash of Euro 175 million and short-term financial debt (excluding leases) of Euro 21 million.

The costs and revenues of Princes Retail S.p.A. and its subsidiaries were recognised in the consolidated income statement as at December 2025 and respectively contributed Euro 334.8 million and Euro 12.3 million (profit) to revenue and net income.

Ancillary costs for the transaction recognised in the income statement during the year amounted to approximately Euro 2,500 thousand. The following table provides the book values of the net assets acquired as part of the acquisition of Princes Retails S.p.A. and its subsidiaries:

As at 30 As at 30

(In thousands of euros)

November November

2025 PPA 2025

The transactions were booked in accordance with the guidance contained in IFRS 3 - "Business Combinations" since it can be categorised as an acquisition of a business.

On first consolidation the fair value measurement of the assets acquired and liabilities assumed was not yet complete. On a provisional basis, the Group performed a fair value assessment of the main items expected to be subject to changes in value. In this respect, the following effects were considered:

1. A provisional valuation of plant and equipment using the replacement cost new method,

   i.e. the cost required at the valuation date to acquire an asset built with current technologies and materials, capable of replacing the asset with the same capacity, performance, desirability and utility.

2. Valuation of right-of-use assets considering market rental values.

3. Valuation of licences for the use of the Carrefour brand for a three-year period,

   provisionally measured using the "relief-from-royalty" method.

4. Recognition of contingent liabilities to be measured at fair value (for which a probabilistic approach was applied, considered the best available estimate), with a corresponding partial recognition among non-current assets of indemnification assets guaranteed by contractual clauses in the sale agreement relating to certain disputes.

As per the accounting standard in question, management will complete the relevant measurements within 12 months of the purchase date.

Following the verification of the carrying values for potential further impairment, the badwill thus determined was accounted for on a provisional basis in the consolidated income statement as indicated by IFRS 3, paragraph 34, under the specific item "income from business combinations". Regardless of any refinements following the final allocation of any additional fair value adjustments, this reflects both the seller's willingness to dispose of a business considered non-synergistic with its production strategy, as part of a divestment and partial exit from Italy, and the existence of future operating losses under the previous management.

Below is a graphical representation of the companies belonging to the Group at 31 December 2025:

70.47%

NewPrinces SpA (IT00183410653)

100%

Princes Retail S.p.A. (IT13112860153)

100%

Princes RDT S.p.A.

(IT02724100041)

100%

Plasmon Srl (IT03349120596

)

82.7%

Princes Group Plc

(GB2328824)

67.74%

Centrale del Latte d'Italia SpA

(IT01934250018)

100% GS S.p.A.

(IT00295960637)

100%

Princes Finance S.p.A.

(IT07114240968)

100%

Princes Italia SpA (IT05003220653)

100%

Symington's Ltd

(GB758415702)

100%

Newlat GmbH (DE284965978)

100%

Prin nce

ces Fra

S.A.S. (FR29898805627

)

100%

Princes Holding

(Rotterdam) B.V.

56%

West Yorkshire Industrial Estates Management Ltd

100%

Princes Foods

B.V.

51%

Princes Tuna

(Mauritius) Ltd

50% E.O.L.

8.11%

Cawston Press

Ltd

100%

Princes Property S.p.A.

(IT02924950963)

Princes Polska

68%

Indico Canning Ltd

33%

Marine Biotechnology Ltd

100%

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

The table below sets out information on the main companies directly controlled by NewPrinces S.p.A.:

Share Control percentage

The IPO process of the subsidiary Princes Group Plc, which was listed on the UK market in November 2025, involved a Group reorganisation with the transfer of certain companies previously directly controlled by NewPrinces S.p.A. relating to the "food" business to Princes Group PLC, namely Symington's Limited, Newlat Deutschland and Princes France. Accordingly, from the year ended 31 December 2025, these entities fall under the direct control of the UK company. As these transactions occurred within the scope of consolidation, these transfers had no impact on the Group's consolidated financial statements.

This transfer was intended to create a food hub centred on the direct subsidiary Princes Group PLC.

A table summarising the carrying amount of each subsidiary recorded in the Company's separate financial statements at 31 December 2025 and the equity and profit/loss data for each subsidiary is also provided below:

The financial statements of subsidiaries have been audited.

A brief description of the activities carried out by the parent company and its subsidiaries is provided below:

• NewPrinces S.p.A.: holding company with interests in companies operating in the food and distribution sectors.

• Centrale del Latte d'Italia S.p.A.: a company specialising in the production and sale of fresh and shelf-stable milk, fresh and shelf-stable cream, yoghurt and different types of butter and cheese, mascarpone and dairy products.

• Princes Group PLC: group operating in the production and sale of products including canned legumes, tuna, oils, beverages, tomatoes, pasta and bakery products, as well as infant-related products.

• Princes Ready to Drink: company specialising in the production and sale of alcoholic and non-alcoholic beverages and ready-to-drink formats.

• Plasmon S.r.l.: company holding brands in the infant and specialised nutrition segment such as Plasmon, Bi-Aglut, Nipiol, Aproten and Dieterba.

• GS Group: group specialising in mass distribution, with a multi-format model and strong online presence.

  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 31 December 2025:

  Name Registered Office Currency Share capital at 31 December 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,

  ZL 70,155,000

  POLAND

  The above two companies are the result of a 50-50 investment by the Group in a jointly controlled arrangement. The core business of Edible Oils Limited and its subsidiary Edible Oils Polska SP. Z.O.O. is the processing of edible oils. The contractual agreement provides for the Group's exclusive purchase of the entire oil production from the two companies. The entire output of the production of the Edible Oils sub-group is purchased by the Group (and then resold to third parties). Therefore, the obligations of the Edible Oils sub-group are met solely from the cash received by the participants in the agreement through the purchase of the output. Accordingly, the Edible Oils sub-group was identified as a joint operation on the basis of the "other facts and circumstances" governed by IFRS 11 B29 - B32. The consolidation of the assets, liabilities, costs and revenues of the Edible Oils sub-group is therefore based on the percentage of ownership, the latter being considered the most appropriate indicator in the context of a joint operation where the arrangements are set up through a limited liability company with legal personality.

  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

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

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

Pursuant to article 12 of the new articles of association, NewPrinces S.p.A. is managed by a Board of Directors with no fewer than 3 members and no more than 15. The Shareholders' Meeting shall determine the number of Board members from time to time, before their appointment. The directors remain in office for the period set by the shareholders' appointment resolution, up to a maximum of three financial years, and are eligible for re-election. Their term shall expire on the date of the Shareholders' Meeting called to approve the financial statements for the last financial year of their term, unless there are grounds for termination and forfeiture as provided for by law and by the new articles of association.

The Board of Directors consisting of:

1. four members in office with immediate effect; and

2. three members, who fulfil the independence requirements, in office from the trading start date and renewed during 2022.

The following table displays the composition of the 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 Director (*) (***) Turin, 14 November 1971

Valentina Montanari 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:

Rocco Sergi is the Financial Reporting Officer.

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

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. 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 slates in accordance with the methods outlined in more detail in the Report on Corporate Governance and Ownership Structure (attached to this document) and in compliance with existing legislation on gender representation. The current Board of Directors was appointed by the Shareholders' Meeting on 28 April 2025 and will remain in office until the approval of the financial statements for the year ending 31 December 2027.

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 assigned to a single committee, namely the Remuneration and Appointments Committee, the functions envisaged in Articles 4 and 5 of the Corporate Governance Code.

The Board of Directors' internal committees are as follows:

• The Control, Risks and Sustainability Committee (hereinafter also referred to as the "Control and Risks Committee", "CRC" or "CRSC") 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 2025 and will remain in office until the approval of the 2027 financial statements.

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 Company'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 2 May 2022 the Board of Directors appointed Angelo Mastrolia as the director responsible for the ICRMS who will perform the functions referred to in article 6 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 on 30.03.2016, last updated 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 Board (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.

Significant events during the year under review are illustrated below:

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 transaction price amounted to Euro 101 million. The Transaction was completed on 30 September. The target recorded revenue of around 230 million 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. 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.

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.

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 took place on 1 December 2025.

On 31 October 2025 Princes Group Plc was admitted to trading on the London Stock Exchange following the subscription of the initial public offering by institutional investors in the United Kingdom and in other countries outside the United States in accordance with Regulation S, as well as by "qualified institutional buyers" in the United States pursuant to Rule 144A of the United States Securities Act of 1933 (the "US Securities Act"), and by retail investors through Retail Book Limited ("Retail Book") only in the United Kingdom (the "Retail Offer"). The offer price of the ordinary shares of Princes Group plc ("Princes Group") in the context of the initial public offering (the "IPO" or the "Offer") was 475 pence per ordinary share (the "Offer Price"). Based on the Offer Price, the market capitalisation of Princes Group amounted to approximately GBP 1,162 million.

The Group maintains a constant dialogue with its shareholders through responsible and transparent communication carried out by the Investor Relations department, with the aim of facilitating an understanding of the Company's situation, outlook, Group strategies and the prospects for the reference market. This department is also tasked with organising presentations, events and roadshows that enable a direct relationship to be established between the financial community and the Group's senior management. For further information, and to consult the economic-financial data, corporate presentations, periodic publications, official communications and updates on the share price, visit the Investor Relations section of https://www.newprinces.it.

The following is a graphical representation of the performance of the stock over the course of 2025.

The market capitalisation at 31 December 2025 was Euro 850,582,568. All shares issued were fully paid up.

The Group is an important player in the Italian and European agri-food sector. In particular, the Group has a strong position in its domestic market and a significant presence in the English and German markets.

Princes Group operates across several sectors and its offering is structured into the following business units:

• Dairy Products: the division offers a wide range of milk-based dairy products.

• Foods: the division offers a wide range of products such as baked beans, soups, ready meals, peas and legumes through major retail and foodservice channels, mainly produced in the United Kingdom.

• Drinks: the division supplies a range of fruit juices, syrups and carbonated drinks under customer brands,

  operating from three production sites in the United Kingdom and one in Vittoria d'Alba.

• Fish: the division supplies tuna, mackerel, salmon and other ambient fish products in the United Kingdom and the European Economic Area (EEA). The segment is mainly served by two production plants in Mauritius.

• Italian Products: the division offers canned tomatoes, branded pasta, legumes and oil-based products through mass food distribution channels, mainly produced in Italy.

• Oils: the division consists of a jointly controlled arrangement with Archer Daniels Midland (UK) Limited, named Edible Oils Limited, established in 2005. The business mainly operates from the Group's production plants located in the United Kingdom, as well as one plant in Poland. Products include olive oil, seed oils, speciality oils and compound fats.

• Distribution: refers to the recently acquired division selling products to retail customers through supermarkets.

• Other Products

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. Moreover, from the 2025 financial year, revenues from the "Mass Distribution" segment relating to GS Group are also included.

Changes compared with figures as at 31 December 2024 mainly relate to the different contribution of the Princes Group, consolidated for 12 months in 2025 compared with only five months in the previous year, and the inclusion in the consolidation perimeter of Princes Ready to Drink and the GS Group from 1 October and 1 December 2025 respectively.

SEGMENT REPORTING

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

Consolidated income statement at and for the year

Changes

(In thousands of euros and as a percentage) ended 31 December

Revenues in the Dairy Products segment are broadly in line with the same period of the previous year due to the combined effect of increased volumes in the mascarpone and milk categories, offset by a lower average selling price compared with the previous year.

Sales performance in the Foods segment shows solid growth compared with the previous year. This increase is mainly attributable to the contribution of the Princes Group, consolidated for a 12-month period from 1 January. In the previous year, the Group contributed only for five months, with a significantly lower impact on total revenues.

Revenues in the Drinks segment increased due to higher sales volumes following new contracts signed during 2025, as well as the greater contribution of Princes Group resulting from the different consolidation period.

Sales performance in the Fish segment shows solid growth compared with the previous year. This increase is mainly attributable to the contribution of the Princes Group, consolidated for a 12-month period from 1 January. In the previous year, the Group contributed only for five months, with a significantly lower impact on total revenues.

Revenues in the Italian Products segment also increased due to the different contribution of the Princes Group.

Sales performance in the Fish segment shows solid growth compared with the previous year. This increase is mainly attributable to the contribution of the Princes Group, consolidated for a 12-month period from 1 January. In the previous year, the Group contributed only for five months, with a significantly lower impact on total revenues. If the same contribution period were considered in the previous year, revenues in the Oils segment would be lower compared with the same period of the previous year due to a decrease in the average selling price in the olive oil category.

Revenues in the Distribution segment increased due to the inclusion of GS Group in the scope of consolidation from 1 December.

Revenue from the Other products segment was in line with the previous year.

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

Consolidated income statement at and for the year

Changes

(In thousands of euros and as a percentage) ended 31 December

Revenues in the large-scale retail channel increased due to the different contribution of the Princes Group.

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

Revenues in the Food Services channel increased due to the different contribution resulting from acquisitions.

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

Consolidated income statement at and for the year

Changes

(In thousands of euros and as a percentage) ended 31 December

Revenues in Italy increased due to the inclusion of the GS Group from December 2025. Revenue from Germany were substantially in line with the previous year.

Revenues in the United Kingdom increased due to the different contribution of the Princes Group as explained above. Revenues in Other Countries increased due to the different contribution of the Princes Group.

Gross operating result and operating result

The following table provides a reconciliation of the ROS for the periods under review:

(In thousands of euros and as a percentage)

At 31 December

2025 2024

(*) ROS (return on sales) is an alternative performance indicator not identified as an accounting measure under IFRS and, therefore, should not be considered an alternative measure to those provided by the Group's financial statements when assessing the Group's results. EBIT was standardised, i.e. non-recurring and/or business combination income and expenses were not taken into account

ROS showed a significant increase compared with the previous year due to a marked improvement in operating profit resulting from higher margins achieved during 2025.

The following table provides a reconciliation of the ROI (return on investment) for the periods under review:

(*) Net invested capital and ROI (return on investment) 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. EBIT was standardised, i.e. non-recurring and/or business combination income and expenses were not taken into account

EBITDA

The following table provides a reconciliation of EBITDA, the EBITDA margin and cash conversion at 31 December 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, the Company's management monitors, among other things, EBITDA by business unit as shown in the following table:

(*) The standardised EBITDA is one of the 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.

The EBITDA in the Dairy Products segment increased compared with the previous year due to improved raw milk purchasing conditions, particularly in the last quarter of 2025

The EBITDA in the Foods segment increased due to lower direct costs and the discontinuation of certain contracts in the Foodservice segment with negative margins, as well as the contribution of the Princes Group, consolidated for a 12-month period from 1 January. In the previous year, the Group contributed only for five months.

The EBITDA in the Drinks sector recorded an 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 segment increased mainly due to the different contribution of the Princes Group, consolidated for a 12-month period from 1 January. In the previous year, the Group contributed only for five months.

The EBITDA in the Italian Products segment increased due to higher sales volumes in the olive oil category and in the pasta and bakery product categories, as well as a marked improvement in purchasing conditions for the main components of finished products.

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 Distribution segment relates to the GS Group, which was included in the scope of consolidation from 1 December 2025.

The EBITDA in the other activities segment increased due to costs incurred by the Princes Group in the previous year relating to the transaction.

Net profit/(loss)

The table below provides a reconciliation of the ROE at 31 December 2025 and 2024.

ROE (return on equity) is an alternative performance indicator not identified as an accounting measure under IFRS and, therefore, should not be considered an alternative measure to those provided by the Group's financial statements when assessing the Group's results.

The increase in ROE is mainly attributable to an increase in the Group's net result.

Net financial debt

The following table provides details of the composition of the Group's net financial debt as at 31 December 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"):

The change in net financial debt at 31 December 2025 compared to 31 December 2024 totalling Euro 260,809 thousand is mainly due to the Group's ability to generate cash from operating activities, the financial resources generated by the IPO process of the Princes Group and the acquisitions completed during 2025.

At 31 December 2025, without considering lease liabilities, net financial debt was as follows:

(In thousands of euros) At 31 December

Excluding IFRS 16 effects, net financial position is positive, with a significant improvement of Euro 563,660 thousand. The following table shows some of the Group's solvency indicators at 31 December 2025 and 2024:

(In thousands of euros) At 31 December

The following table provides a breakdown of the Group's investments in property, plant and equipment and intangible assets, excluding rights of use, in the years ending 31 December 2025 and 2024:

During the reporting period, the Group made investments totalling Euro 196,118 thousand.

The most significant investments relate to the Princes Group, and in particular the acquisition of the Royal Liver Building in Liverpool and the Symington's site in Cross Green, Leeds, for a total of approximately Euro 95 million, in addition to the purchase of GS Group stores in December for a total of approximately Euro 42 million.

The remaining investments mainly relate to plant and machinery in the Foods sector in the United Kingdom for a total of approximately Euro 50 million.

The following table provides a breakdown by business unit of the Group's investments in property, plant and equipment and intangible assets at 31 December 2025 and 2024:

Policy for analysing and managing risks connected with the activities of the Group

This section provides information on exposure to risks connected with the activities of the Group as well as the objectives, policies and processes for managing such risks and the methods used to assess and to mitigate them. The guidelines for the Group's ICRMS, defined by the Board of Directors, identify the internal control system as a cross-sectional process integral to all business activities. 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, classifying (based on combined assessments regarding the probability and the potential impact) 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 the observance of the laws and regulations in force, to avoid the company suffering damage to its image or and/or economic losses) and, lastly, financial. Those in charge of the various company departments identify and assess the risks within their jurisdiction, whether these originate within or outside the Group, and identify actions to limit and reduce them (so-called "first-level control").

On top of this come the activities of the Financial Reporting Officer and their staff (so-called "second-level control") and those of the Manager of the Internal Audit function (so-called "third-level control") who continuously monitors the efficiency and effectiveness of the internal audit and risk management system through risk assessment activities, the performance of audit operations and the subsequent management of follow up.

The results of the risk identification procedures are reported and discussed to and discussed by the Group's senior

management so that they can be covered and insured and the residual risk can be evaluated.

The following paragraphs describe the risks considered to be significant and connected with the activities of the Group (the order in which they are listed does not imply any classification, either in terms of probability of their occurrence or in terms of possible impact).

Risks relating to the macroeconomic and sector situation

The activity of the Group is influenced by the general conditions of the economy in the various markets where it operates. A period of economic crisis, with a consequent slow-down in consumption, can have a negative impact on the sales trends of the Group. The current macroeconomic context causes significant uncertainty regarding forecasts, with the resulting risk that reduced performance could impact margins in the short term. The Group pursues its aim of increasing its industrial efficiency and improving its production capacity while reducing overheads.

Risks connected with the external growth strategy

The Group has so far based its growth strategy on acquisitions of other companies, businesses or business units, and the plan is to continue this external growth strategy. The Group is therefore exposed to the risk of not being able to identify suitable companies or businesses in the future in order to feed its external growth strategy, or of not having the financial resources necessary to acquire the identified entities. The Group is also exposed to the risk that its past or future acquisitions will bring about unexpected costs and/or liabilities that prevent it from achieving its objectives.

Risks related to the high level of competitiveness of the sector

The food & beverage market in which the Group operates is characterised by a particularly significant level of competition, competitiveness and dynamism. This market is characterised in particular by (i) increasing competitiveness of companies that produce so-called private label products with prices lower than those charged by the Group; (ii) increasing prevalence of online sales (where the Group is starting to have a presence) resulting in a decrease in product prices, especially in the mass distribution channel (including private labels), through which the Group generates a significant percentage of its revenues; (iii) frequent promotional campaigns over time and with significant discounts;

(iv) consolidation of existing operators (through M&As), especially in the mass distribution channel. The Group pursues its aim of increasing its industrial efficiency and improving its production capacity while reducing overheads

and being competitive in its reference markets. Moreover, thanks to the presence of some "unique" products, the Group is able to face any level of competition.

ENVIRONMENTAL AND CLIMATE RISKS

Climate change is a major disruptive force with the potential to bring about substantial changes in the Group's operations in the short, medium and long term. Many of the potential impacts of climate change can be defined as risks: physical risks to our environment or risks related to the transition to a low-carbon economy in pursuit of the goals of the Paris Agreement. Climate risk can affect companies, financial institutions, households, countries and the financial system in general. However, opportunities may arise for those companies that favour the transition to a low-carbon economy, such as improved attractiveness to investors, enhanced reputation of the company among stakeholders, and increased long-term business sustainability.

The Group constantly monitors climate change-related risks and conducts regular assessments to measure its resilience against risks deemed to be material. This analysis was also carried out in 2025, at the same time as the ERM update, and considered all the companies included in the scope of consolidation. There are also other elements that increase NewPrinces' resilience. Foremost among these is the Group's financial strength, which allows it to obtain capital at a sustainable cost, facilitating the financing of strategic investments and risk mitigation measures without compromising its financial equilibrium.

Furthermore, the ability to convert, upgrade or decommission existing assets is a key factor in adaptability, allowing resources to be optimised, reducing the risk of obsolete assets and responding in a timely manner to market developments or critical operational needs.

The aforementioned risk analysis included assessing the impact of climate change on the supply chain, corporate assets and financial performance, while also considering compliance with environmental regulations and international commitments to transition to a low-carbon economy.

This assessment of the impacts of climate change on our operations carried out in 2024 did not reveal any issues that would compromise the ordinary course of business or that could not be addressed with the resources available, and no significant material economic issues arose that affected the preparation of these consolidated financial statements.

Specifically, the following considerations were made:

• The risk of critical dependencies and/or possible disruptions in the supply chain was mitigated through the activation of contingency plans and the geographical diversification of suppliers.

• With regard to risks to assets, infrastructure and business continuity, no significant problems related to extreme weather events were encountered in recent years.

• Constant monitoring of these aspects allows timely preventive measures to be taken to minimise any impacts.

  With regard to regulatory compliance, NewPrinces has established an environmental management system with people dedicated both to controlling consumption and emissions and to monitoring the evolution of European regulations to ensure full compliance with any decarbonisation directives.

  Lastly, the Group took into account the impacts of climate change with regard to:

• Cash flow projections used in impairment assessments of the value in use of non-current assets including goodwill and other assets with indefinite useful lives.

• The factors that determine the carrying value of non-current assets (such as residual values, useful lives and depreciation methods, provisions and onerous contracts).