Annual financial report 2024 (Courtesy translation)

2024

Annual Financial Report

The Annual financial report 2024 has been translated into the English language solely for the convenience of international readers. The version compliant ith the provisions of the Commission Delegated Regulation (EU) 2019/815 is the document named "Relazione finanziaria annuale al 31.12.2024 (formato ESEF)" published on the company ebsite https://www.nextresiiq.it on March 27, 2025

Contents

1. COMPANY PROFILE 3

   Company information and structure 3

   Company offices/positions 4

   Shareholding structure as at 31 December 2024 5

2. REPORT ON OPERATIONS 6

   Financial highlights 6

   Significant events in the year 8

   Events follo

   ing the reporting period 12
   
   

   Stock performance 14

   The economic context and the real estate market 16

   Real estate portfolio 18

   Economic performance analysis 26

   Balance sheet analysis 28

   Transactions

   ith related parties 29
   
   

   Legal and regulatory frameork of Listed Real Estate Investment Companies (SIIQ) 33

   Risk management 36

   Corporate Governance 42

   Remuneration report 44

   Organisational model & Code of Ethics 44

   Equity investments held by directors and members of the board of statutory auditors 45

   Other information on the management 45

   Foreseeable performance trend 47

   Next RE SIIQ S.p.A. - Significant data 48

   Reconciliation bet

   een the Shareholders' Equity and the Parent Company's net profit and the Shareholders' Equity and the consolidated net profit 51
   
   

   Proposed allocation of operating results for the period 52

   EPRA performance indicator 53

3. CONSOLIDATED FINANCIAL STATEMENTS OF THE NEXT RE SIIQ S.P.A. GROUP 62

   Consolidated financial statements 62

   Consolidated statement of financial position 63

   Consolidated statement of profit/(loss) 64

   Consolidated statement of other comprehensive income 65

   Consolidated statement of changes in shareholders' equity 66

   Consolidated Cash-flo

   Statement 67
   
   

   Consolidated profit (loss) per share 68

   Notes to the consolidated financial statements 69

   Certification of the Consolidated Financial Statements 103

   Annexes 104

   Report of the Independent Auditors 106

4. FINANCIAL STATEMENTS OF NEXT RE SIIQ S.P.A 113

Financial statements of NEXT RE 113

Statement of financial position 114

Statement of profit/(loss) 115

Statement of other comprehensive income 116

Statement of changes in shareholders' equity 117

Cash flo

statement 118

Notes to the financial statements 119

Management and coordination activities 158

Certification of the Financial Statements 165

Annexes 166

Report of the Independent Auditors 168

Valuations of independent experts 189

1. ‌COMPANY PROFILE ‌Company information and structure

   NEXT RE SIIQ S.p.A. (hereinafter also referred to as "NEXT RE" or the "Company" or the "Parent Company") with registered office in Rome, Via Zara 28, Tax Code and VAT no. 00388570426, REA number RM-1479336, is a real estate investment company with shares listed on the Euronext Milan market ("EXM") organised and managed by Borsa Italiana S.p.A.

   The Company currently manages a portfolio consisting of office and commercial properties.

   ‌Company offices/positions

   Board of Directors

   The composition of the Board of Directors - appointed by the Shareholders' Meeting of 16 May 2023 - is as follows:

   Mirko Bertaccini Chairman

   Giovanni Naccarato Managing Director

   Giuseppe Colombo Vice-Chairman

   Luca Matrigiani Independent Director

   Camilla Giugni Eleonora Linda Lecchi Maria Spilabotte

   Independent Director Independent Director Independent Director

   Board of Statutory Auditors

   Until the date of 23 April 2024, the composition of the Board of Statutory Auditors - appointed by the Shareholders' Meeting of 26 April 2021 and expiring on the date of the Shareholders' Meeting to approve the financial statements as at 31 December 2023 - was as follows:

   Luigi Mandolesi Chairman

   Sara Mattiussi Statutory Auditor

   Domenico Livio Trombone Statutory Auditor

   Sergio Mariotti Alternate Auditor

   Barbara Premoli Alternate Auditor

   Following the Shareholders' Meeting of 23 April 2024, the Board of Statutory Auditors was composed as follows:

   Luigi Mandolesi Chairman

   Sara Mattiussi Statutory Auditor

   Roberto Mazzei Statutory Auditor

   Sergio Mariotti Alternate Auditor

   Roberta Di Giovanni Alternate Auditor

   The manager in charge pursuant to Article 154-bis paragraph 2 TUF (Consolidated Finance Act)

   Francesca Rossi

   Independent Auditors

   EY S.p.A. is appointed as statutory auditor for the period 2021-2029.

   ‌Shareholding structure as at 31 December 2024

   Sharolder Percentage % of capital

CPI Property Group S.A.

79.79%

Associazione Nazionale di Previdenza ed Assistenza a Favore dei Ragionieri e Periti Commerciali

2.76%

Treasury shares 0.17%

TOT. 100.00%

According to the information available to the Company, the only Shareholder with a shareholding of more than 5% of the share capital (taking into account the Company's SME status pursuant to Article 1, paragraph 1, letter w-quater.1, TUF), is 'CPI PROPERTY GROUP S.A.' (hereinafter also 'CPI PG') for a total of no. 17,573,318 shares equal to 79.79% of the share capital, of which no. 6,561,263 are listed ordinary shares and no. 11,012,055 class B shares all unlisted.

With reference to the Class B Shares, these attribute the same rights as the ordinary shares except that

• they do not grant the right to attend or vote at the ordinary shareholders' meeting of the Company nor the right to request that it be convened;

• they grant the same right to share in the profits as the ordinary shares, which shall be automatically and proportionally reduced to the extent necessary for the right to share in the profits of each shareholder holding Class B Shares, considering any other ordinary shares held, to be equal to - and, in any event, not to exceed - 60% of the Company's profit-sharing rights.

1. ‌REPORT ON OPERATIONS

‌Financial highlights

The following are the key indicators as at 31 December 2024 compared to 31 December 2023.

* Including the asset in Milan, Via Spadari, classified under the item 'Assets held for sale' in the consolidated financial statements and the financial statements as of December 31, 2024, for 45.5 million Euro.

• the Consolidated net result for the year 2024 was equal to a profit of 1.61 million Euro, compared to a loss of -9.44 million Euro as at 31 December 2023;

• EBITDA for the year 2024 is positive and amounted to Euro 2.06 million compared to -0.64 million Euro in December 2023;
• Shareholders' equity was 78.09 million Euro as at 31 December 2024 compared to 76.5 million Euro as at 31 December 2023;
• Total financial debt was positive and equal to Euro 1.35 million as at 31 December 2024 compared negative value to Euro 57.08 million as at 31 December 2023;

• the Net Loan to Value was -1.17% as at 31 December 2024 compared to 44% as at 31 December 2023.

  The consolidated profit/(loss) for the year amounts to 1.61 million Euro and reflects the negative change in the fair value of portfolio assets totaling -10.65 million Euro, following the adjustment of asset values as estimated by the independent expert. The net result of financial management is 10.30 million Euro due to the recognition of income related to the write-off of the loan signed on January 27, 2021, with CPI Property Group

  S.A. ("CPI") for an amount of 11.53 million Euro.

  The consolidated EBITDA, which represents the margin before the result of financial management, adjustments and corrections of assets, and taxes, amounts to approximately 2.06 million Euro. It includes, in addition to the margin of estimated net rental income of 5.01 million Euro (5.1 million Euro as of December 31, 2023), personnel costs of 0.67 million Euro (2.68 million Euro as of December 31, 2023) and general costs

  of 2.13 million Euro (2.88 million Euro as of December 31, 2023).

  The total financial debt changed from -57.08 million Euro as of December 31, 2023, to 1.35 million Euro as of December 31, 2024. The improvement in current and non-current financial debt is due to the partial write-off of the aforementioned loan with CPI for an amount of 11.53 million Euro, as well as the partial early repayment of the same loan for 45.35 million Euro on December 20, 2024.

  The value of real estate investments decreased by approximately 55 million Euro compared to December 31, 2023, mainly due to the reclassification of the property located in Milan, Via Spadari, under the item 'Assets held for sale.' As communicated on December 20, 2024, the Company signed a sale agreement with Zeta Investment S.r.l. for the aforementioned property at a sale price of 45.5 million Euro. The effects of the sale, including the transfer of ownership and possession of the property, are subject to the suspensive condition of the non-exercise of the pre-emption right, which may be applicable according to the assessment of the competent authorities, pursuant to Article 60 of Legislative Decree No. 42/2004, by the Ministry for Cultural Heritage and Activities and, pursuant to Article 63, third paragraph of the same decree, by the Region or other interested Public Territorial Entity.

  The Net Loan to Value is -1.88%, net of the value of real estate investments classified under 'Assets held for sale,' and -1.17% including them. The significant improvement in this indicator is attributable to the aforementioned effects that impacted the total financial debt.

  Please refer to the sections on The Real Estate Portfolio, Analysis of Operating Performance and Analysis of Financial Performance in this Interim Report on Operations for further details.

  Alternative performance measures

  The content of the "alternative performance measures" not established by the international accounting standards adopted by the European Union (IFRS-EU), used in this Report in order to allow for a better assessment of the Company's profit and loss and financial position in accordance with the recommendations of the Guidelines published in October 2015 by ESMA, is provided below. The meaning, content and basis for the calculation of these indicators are outlined below:

  Net operating income (NOI): indicates the profitability of the real estate portfolio and corresponds to the item Net rental income in the Condensed Half-Year Financial Report.

  EBITDA: Earnings before value adjustments such as depreciation and amortisation of fixed assets, fair value adjustments of Investment property and Financial assets at fair value, results of financial management and taxes. EBITDA measures the Company's operating performance. Total financial debt: calculated in accordance with the ESMA Guidelines on financial debt, published on 4 March 2021, which the supervisory authority Consob has requested to be adopted as of 5 May 2021. Net Loan to Value (Net LTV): Ratio between Payables to banks and other lenders, net of Cash and cash equivalents, and the value of Investment Property (including those reclassified under the item Non-current assets held for sale). This ratio measures the sustainability of the Company's financial structure.

  EPRA LTV: The indicator is calculated in accordance with EPRA guidelines and is the ratio of the Group's net debt to the market value of the assets held. The indicator expresses the leverage of the company from the shareholders' perspective.

  Portfolio Loan to value (LTV): Ratio between the nominal value of residual debt relating to the loans taken out for the assets in the portfolio and the market value of all the assets in the portfolio (Investment property, measured at fair value, and the market value of the portion of the asset in Rome, Via Zara recorded under Other tangible assets). This indicator measures the sustainability of financial debt related to real estate assets.

  Fund from operation (FFO): is calculated as net income/(loss) for the period adjusted for non-cash cost and revenue components and non-recurring income components. EPRA NRV (NET REINSTATEMENT VALUE): this measure aims to represent the value of net assets over the long term. It represents the repurchase value of the company, assuming the company does not sell real estate. It is calculated starting from the relevant shareholders' equity (as reported in the financial statements according to IFRS principles) excluding certain assets and liabilities that are not expected to arise under normal business conditions, such as the fair value of hedging derivatives; deferred taxes on market valuations of real estate and hedging derivatives.

  WALT: Indicate the overall weighted average maturity of the annual lease contracts in effect for NEXT RE's real estate portfolio as of December 31, 2024. This index was calculated based on the first contractual maturity of the individual lease contracts in effect, without considering any early termination options.

  Occupancy: ratio between leasable area and leased area of assets in the portfolio.

  ‌Significant events in the year

  The main significant events of the 2024 are shown below.

  On 6 February 2024, the Company announced that it had approved the preliminary results for the year ended 31 December 2023, with the key results presented below:

• the preliminary Consolidated Net Result for the year 2023 showed a loss of EUR -9.2 million compared to the profit of EUR 0.35 million as of 31 December 2022;

• the preliminary Consolidated EBITDA for the year 2023 was negative and estimated at EUR 0.6 million compared to EUR 30 thousand for the year 2022;

• preliminary shareholders' equity was estimated at EUR 76.7 million as of 31 December 2023 compared to EUR 85.9 million as of 31 December 2022;
• preliminary Total Consolidated Financial Debt was estimated at EUR 57.08 million as of 31 December 2023 compared to EUR 53.17 million as of 31 December 2022;
• preliminary Consolidated Net Loan to Value was estimated at 44% as of 31 December 2023 compared to 39% as of 31 December 2022.

  On 12 March 2024, the Company announced that it had approved the Annual Financial Report for the year ended 31 December 2023, prepared in accordance with international accounting standards (IAS/IFRS), reporting the following as the main results for the year 2023, which did not differ significantly from the preliminary figures already disclosed to the market on 6 February 2024:

• the Consolidated Profit/(Loss) for the year showed a loss of EUR -9.44 million compared to the profit of EUR 0.35 million as of 31 December 2022;

• Consolidated EBITDA was negative at EUR -0.64 million compared to EUR 30 thousand as of 31 December 2022;
• Consolidated shareholders' equity was EUR 76.5 million as of 31 December 2023 compared to EUR 85.9 million as of 31 December 2022;
• Total consolidated financial debt was EUR 57.08 million as of 31 December 2023 compared to EUR 53.17 million as of 31 December 2022;
• Profit/(Loss) for the year showed a loss of EUR -9.44 million compared to profit of EUR 0.35 million as at 31 December 2022;
• Shareholders' Equity was EUR 76.5 million as of 31 December 2023 compared to EUR 85.9 million as of 31 December 2022;
• Net Loan to Value was 44% as of 31 December 2023 compared to 39% as of 31 December 2022.

  On the same date, the Board of Directors also approved the 2024-2028 Business Plan, which provides for: (i) a substantial growth in size achieved through capital increases in kind, in line with the proxy to increase share capital as per Article 2443 of the Italian Civil Code, as requested by the Board of Directors during the Shareholders' Meeting on 23 April 2024; (ii) the rotation of the real estate portfolio; and (iii) the repayment of financial debts in accordance with the existing contractual terms.

  On the same date, the Board of Directors also resolved to convene the Ordinary and Extraordinary Shareholders' Meeting for 23 April 2024 on first call and, if necessary, on second call, for 24 April 2024 to resolve, with regard to the Ordinary Part, on: (i) the approval of the annual and consolidated financial statements as of 31 December 2023; (ii) the approval of the remuneration policy and advisory vote on the second section of the Report on the remuneration policy and remuneration paid; (iii) the appointment of the Board of Statutory Auditors for the three-year period 2024-2026 and determination of the relevant remuneration; (iv) the renewal of the authorisation to purchase and dispose of treasury shares pursuant to Articles. 2357 et seq. of the Italian Civil Code and article 132 of Legislative Decree no. 58 of 24 February 1998, subject to the revocation of the resolution passed by the Shareholders' Meeting of 16 May 2023 to the extent not used.

  With regard to the Extraordinary Shareholders' Meeting, with respect to: (i) the granting of a proxy to the Board of Directors to increase the share capital by a maximum amount of Euro 500 million, including any share premium, to be executed in one or more tranches, also in divisible form, within the date of the shareholders' approval of the financial statements as of 31 December 2026, pursuant to Article 2443 of the Italian Civil Code, also excluding option rights pursuant to Article 2441, paragraphs 4 and 5, of the Italian Civil Code; and (ii) the amendment to Article 11 of the Articles of Association.

  To facilitate the dimensional growth outlined in the new 2024-2028 Business Plan and to capitalize on potential real estate market opportunities, the Board of Directors has proposed to the Shareholders' Meeting the allocation of a new mandate. This mandate would authorize an increase in share capital up to Euro 500 million, including any share premium, in one or more stages, by the deadline of the Shareholders' Meeting's approval of the financial statements on 31 December 2026, as per Article 2443 of the Italian Civil Code. This excludes option rights under Article 2441, paragraphs 4 and 5, of the same code. It is specified that the timing and terms of the capital increase will be contingent on actual market opportunities and will be duly communicated to the market following legal and regulatory requirements.

  On 12 March 2024, the Board of Directors also approved the Report on Corporate Governance and Ownership Structure for the financial year 2023, prepared in accordance with Article 123-bis of the Consolidated Law on Finance. Additionally, they approved the Report on Remuneration Policy and Remuneration Paid, in line with Article 123-ter of the same law. This includes a detailed presentation of the Remuneration Policy for the financial years 2024-2026, which was proposed for the Shareholders' Meeting's approval.

  On 19 March 2024, the sale of the shares in the wholly-owned subsidiary Fidelio Engineering S.r.l. was finalised. (hereinafter also referred to as 'Fidelio') For further information, please refer to the chapter Related Party Transactions.

  On 28 March 2024, the Company declared that it had released the lists properly submitted for the renewal of the Board of Statutory Auditors by both the Majority Shareholder, CPI Property Group S.A., and the Minority Shareholder, Associazione Cassa di Previdenza e Assistenza a favore dei Ragionieri e Periti Commerciali. These were accompanied by the necessary documentation as mandated by current laws and regulations, as well as Article 22 of the Articles of Association.

  On 23 April 2024, the Ordinary and Extraordinary Shareholders' Meeting was held in first call, which passed the following resolutions in Ordinary session: (i) it unanimously approved the 2023 Financial Statements in the

  version prepared by the Board of Directors and published on 29 March 2024, which shows a loss for the year amounting to EUR 9,443.858.95, a loss that the Shareholders' Meeting resolved to carry forward; (ii) it unanimously approved the Remuneration Policy and Report on the remuneration policy and compensation paid pursuant to Article 123-ter TUF; (iii) it appointed the new Board of Statutory Auditors, determining its term of office as of the date of the Shareholders' Meeting called to approve the financial statements as of 31 December 2026, in the persons of: Luigi Mandolesi, as Chairman of the Board of Statutory Auditors; Roberto Mazzei and Sara Mattiussi, as Standing Auditors; and Roberta Di Giovanni and Sergio Mariotti, as Alternate Auditors. All Statutory Auditors declared that they meet the independence requirements set forth in Article 148 of Legislative Decree No. 58/98 and the Corporate Governance Code. The Statutory Auditors were drawn from the list submitted by the majority shareholder CPI Property Group S.A., which obtained favourable votes equal to approximately 91.53% of the capital present and voting, with the exception of the Statutory Auditors Luigi Mandolesi and Sergio Mariotti, drawn from the list submitted by the minority shareholder Associazione Cassa Nazionale di Previdenza e Assistenza a favore dei Ragionieri e Periti Commerciali, which obtained favourable votes equal to approximately 8.46% of the capital present and voting; (iv) authorised the Board of Directors to purchase and dispose of treasury shares pursuant to Article 2357 et seq. of the Italian Civil Code and Article 5 of EU Regulation No. 596/2014, Article 132 of the Consolidated Law on Finance, and Article 144-bis of the Regulation adopted by Consob Resolution No. 11971/99, subject to revocation of the shareholders' resolution of 16 May 2023 authorising the purchase and disposal of treasury shares, to the extent not used.

  At the Extraordinary Shareholders' Meeting, the following resolutions were passed (i) unanimously resolved to grant the Board of Directors a proxy to increase the share capital up to a maximum amount of Euro 500 million, including any share premium, to be executed also in divisible form, in one or more tranches, within the date of the shareholders' approval of the financial statements as of 31 December 2026, pursuant to Article 2443 of the Italian Civil Code, also excluding option rights pursuant to Article 2441, paragraphs 4 and 5, of the Italian Civil Code, and the consequent amendment of Article 5 of the Articles of Association; (ii) unanimously resolved to update the Articles of Association by amending Art. 11, in order to incorporate in the Bylaws the powers to participate in the Shareholders' Meeting through the appointed representative provided for by the recent regulatory changes introduced by Law no. 21 entitled "Measures to support the competitiveness of capital and delegation to the Government for the organic reform of the provisions on capital markets contained in the consolidated text of Legislative Decree No. 58 of February 24, 1998, and the provisions on joint-stock companies contained in the Civil Code, also applicable to issuers" (so-called 'Capital Law'), published in the Official Gazette on 12 March 2024.

  On 24 April 2024, the Company announced that it had approved the Additional Financial Information as at 31 March 2024, which showed a turnaround compared to the same period of the previous year, as a result of the reorganisation of the structure and the consequent rationalisation of costs that had already begun in 2023.

  The main economic indicators as of 31 March 2024 are presented below. It is important to note that these figures pertain solely to Next Re and do not include the consolidated values previously communicated to the market. This distinction is due to the completion of the sale of shares of the wholly-owned subsidiary Fidelio on 19 March 2024:

• the Profit/(Loss) showed a profit of EUR 0.3 million as of 31 March 2024 (EUR -2.9 million as of 31 March 2023);

• EBITDA was positive at Euro 0.6 million as of 31 March 2024 (Euro -2.5 million as of 31 March 2023);
• Shareholders' Equity was EUR 76.7 million as of 31 March 2024 compared to EUR 76.5 million as of 31 December 2023;
• Total Financial Debt was EUR 56.98 million as of 31 March 2024 compared to EUR 57.09 million as of 31 December 2023;
• Net Loan to Value was 44% as of 31 March 2024 unchanged from 31 December 2023.

  On July 26, 2024, the Company announced that it had approved the condensed interim financial report as of June 30, 2024, prepared in accordance with IAS 34 - Interim Financial Reporting. On July 30, 2024, this report was made available to the public at the company's headquarters, on the authorized storage mechanism 1Info, and on the company's website, along with the limited review report issued by the audit firm EY S.p.A.

  The main results for the first half of 2024, compared with those as of December 31, 2023, and June 30, 2023, are reported below:

  • The profit/(loss) for the period shows a profit of 0.36 million Euro compared to a loss of -6.1 million Euro as of June 30, 2023;

  • EBITDA is positive at 1.1 million Euro compared to -1.9 million Euro in the first half of 2023;
  • Equity is 76.8 million Euro as of June 30, 2024, compared to 76.5 million Euro as of December 31, 2023;
  • Total financial debt is 56.79 million Euro as of June 30, 2024, compared to 57.08 million Euro as of December 31, 2023;
  • Net Loan to Value is 44% as of June 30, 2024, unchanged from December 31, 2023.

The trend reversal compared to the same period of the previous financial year was confirmed, due to the reorganization of the structure and the consequent rationalization of costs already started in 2023.In particular, the Net Operating Income amounted to 2.6 million euro including rental income equal to 3.3 million euro and costs related to real estate assets equal to -0.7 million euro.

In addition to the above, EBITDA, which represents the margin before the result of financial management, adjustments and corrections of assets and taxes, also included Personnel costs equal to -0.3 million euro and General costs equal to -1 million Euro.

The result for the period, which also includes the result of financial operations equal to -0.6 million euro, showed a profit of 0.36 million euro.

The value of investment property stood at 130.02 million euro and remained substantially unchanged compared to December 31, 2023. Overall, the net change in fair value, recorded in order to align the values of the assets in the portfolio with the values resulting from the valuations of the independent expert, amounted to 0.06 million euro.

Total financial debt went from 57.08 million euro as of December 31, 2023 to 56.79 million euro as of June 30, 2024 due to the net effect of cash generation in the half-year period equal to 0.7 million euro, the accrual of interest expense (0.7 million euro) to CPI PG in relation to the Credit Facility Agreements disbursed in 2021 and maturing in the first half of 2026, and the repayment of financial payables to credit institutions equal to

0.2 million euro.

The Net Loan to Value was 44% and remained unchanged compared to December 31, 2023, as the changes in the value of financial indebtedness and the real estate portfolio were not significant.

With reference to the business outlook, the events and results of the first half of 2024 were in line with forecasts.

On October 24, 2024, the Company announced that it had approved the Additional Financial Information as of September 30, 2024, as reported below:

• the Profit/(Loss) for the period shows a profit of 0.6 million euro as of September 30, 2024 (-5.8 million euro as of September 30, 2023);

• EBITDA is positive for 1.7 million euro as of September 30, 2024 (-1.3 million euro as of September 30, 2023);
• Shareholders' Equity is equal to 77.1 million euro as of September 30, 2024 compared to 76.5 million euro as of December 31, 2023;
• Total financial debt amounted to 56.33 million Euro as of September 30, 2024, compared to 57.08 million Euro as of December 31, 2023;

• the Net Loan to Value as of September 30, 2024, was 43%, compared to 44% as of December 31, 2023.

The trend reversal, already observed at June 30, 2024 compared to the same period of the previous year, has been confirmed, due to the reorganization of the structure and the consequent rationalization of costs started in 2023.

On 19 December 2024, the Company announced that the Board of Directors, on the same date, approved a transaction of major significance with a related party concerning (i) the cancellation of the shareholder loan signed on 27 January 2021 with the controlling shareholder CPI PG for an amount equal to 11.5 million Euro as well as (ii) the partial advance repayment of the same FinSoci by the Company (the 'Transaction').

The Operation was approved by the Board of Directors with the prior and unanimous favourable opinion of the Independent Committee of Next Re (composed entirely of independent directors not related to the related party) and was subject to the availability of cash, acquired on 20 December 2024 through the sale of a company asset. For further information on the Operation, please refer to the chapter on Operations with related parties.

For further information regarding the Transaction, please refer to the chapter Transactions with related parties.

On 20 December 2024, the Company announced that, on the same date, it had signed a sales contract with Zeta Investment S.r.l. the purchase agreement for the property owned by Next Re, located in Milan, via Spadari 2/A (the 'Sale) for a sale price of Euro 45,500,000.00 plus taxes (the 'Consideration').

The Company has definitively acquired the Consideration which - as communicated to the market on 19 December 2024 - has been used for the partial early repayment of the FinSoc.

The parties have agreed to subordinate the effects of the Transfer, relating inter alia to the transfer of ownership and possession of the property, to the condition precedent of the failure to exercise the right of pre-emption, possibly due according to the assessment of the competent bodies, pursuant to Article 60 of Legislative Decree Lgs. n. 42/2004, to the Ministry of Cultural Heritage and Activities and, pursuant to article 63, third paragraph of the same decree, to the Region or other interested Territorial Public Body. The parties have also agreed to stipulate a recognisance deed - in any case - in the event of the fulfilment or non-fulfilment of the aforementioned condition precedent, it being understood that, in the event that the condition precedent is not met, the purchasing party will receive the sale price directly from the party that has exercised the right of pre-emption and, therefore, Next Re will not be required to refund the Consideration.

No other significant events occurred during the financial year.

‌Events following the reporting period

On 6 February 2025, the Company announced that it had approved the preliminary final figures as at 31 December 2024, the main consolidated preliminary results of which are shown below:

• the preliminary net result for the 2024 financial year shows a profit of 1.61 million Euro compared to a loss of -9.44 million Euro as at 31 December 2023;

• preliminary EBITDA for the 2024 financial year is positive and estimated at 2.06 million Euro compared to -0.64 million Euro in the 2023 financial year;

• preliminary Net Equity is estimated at 78.09 million Euro as of 31 December 2024 compared to 76.49 million Euro as of 31 December 2023;

• the preliminary Total financial indebtedness is estimated at a positive 1.35 million Euro at 31 December 2024 compared to a negative 57.08 million Euro at 31 December 2023;

• the preliminary Net Loan to Value is estimated at -1.88% as at 31 December 2024 compared to 44% as at 31 December 2023.

On 5 March 2025, following the announcement made on 20 December 2024, the sale of the property located in Milan, via Spadari 2/A, was finalised by signing the deed acknowledging the fulfilment of the condition precedent - relating to the failure to exercise the right of pre-emption, within the legal deadline from receipt of the relevant notification, possibly due according to the evaluation of the competent bodies, pursuant to article 60 of Legislative Decree no. 42/2004, to the Ministry of Cultural Heritage and Activities and, pursuant to article 63, third paragraph of the same decree, to the Region or other interested Territorial Public Body - to which the effects of the Transfer were subordinated.

In light of the above, the legal effects of the Transfer relating, inter alia, to the transfer of ownership and possession of the Property to the purchaser, are retroactive to the date of stipulation of the contract of sale of the Property (i.e. 20 December 2024); vice versa, the sale price of the property (equal to 45,500,000 Euro plus taxes) - as already stated in the press release of 20 December 2024 - has been collected by the Company since the date of the Sale and has been used for the partial early repayment of the shareholder loan signed on 27 January 2021 with the controlling shareholder CPI Property Group S.A.

The Sale allowed Next Re to start the rotation process of the existing real estate portfolio and to reduce its debt exposure, anticipating the realisation of certain objectives of the 2024-2028 Business Plan.

There are no further significant events to report after the end of the financial year.

‌Stock performance

NEXT RE is a company listed on the Euronext Milan market of the Italian Stock Exchange. Its ordinary shares admitted to trading are identified by the ISIN Code IT0005330516 and the Alphanumeric Code NR1.

The following graph shows the performance of NEXT RE stock over the period 2 January 2024 - 31 December 2024 and the volumes traded on the Euronext Milan in 2024.

Graph 1

Source: Bloomberg

NEXT RE's share price performance in 2024 was influenced, inter alia, by the following elements: (i) the publication, on 06 February 2024, of the preliminary results for the financial year ending 31 December 2023;

(ii) the approval by the Board of Directors, on 12 March 2024, of the financial statements for the year ending 31 December 2024; (iii) the approval, on the same date, of the industrial plan for the period 2024 - 2028; (iv) the publication, on March 29, 2024, of the Annual Financial Report as of December 31, 2023; (v) the approval by the Shareholders' Meeting, on April 23, 2024, of the annual financial report and the remuneration policy; (vi) the appointment, on the same date, of the new Board of Statutory Auditors and the delegation to the Board of Directors to increase the share capital; (vii) the approval, on April 24, 2024, of the additional financial information as of March 31, 2024; (viii) the approval, on July 27, 2024, of the Half-Year Financial Report as of June 30, 2024; (ix) the approval, on October 24, 2024, of the additional financial information as of September 30, 2024; (x) the approval, on December 19, 2024, of the most significant transaction with a related party -subject to the availability of cash and cash equivalents - concerning (a) the withdrawal of the shareholder loan signed on 27 January 2021 with the controlling shareholder CPI PG for an amount equal to 11.5 million Euro as well as (b) the partial advance repayment of the same FinSoci by the Company; (xi) the signing, on 20

‌1The Company's share capital, as set forth in the related notice of change dated 30 December 2021, consists of 22,025,109 shares, of which: (i) 11,013,054 listed ordinary shares (ISIN IT0005330516); (ii) 11,012,055 class B shares (ISIN code IT0005474603), without the right to attend or vote at the Company's ordinary shareholders' meeting and with the same right to share in profits as the ordinary shares automatically and proportionately reduced to the extent necessary so that the right to share in profits of each class B shareholder, taking into account any other ordinary shares held, is equal to -and, in any event, not more than - 60% of the rights to share in the profits of the Company.

December 2024, of a sales contract for the property owned by Next Re, located in Milan, via Spadari 2/A, for a sale price of 45,500,000.00 Euro plus taxes.

In 2024, the total volumes traded on Euronext Milan amounted to approximately 138.8 thousand ordinary shares for a total value of approximately Euro 437.6 thousand, corresponding to a volume-weighted average price traded on Euronext Milan of Euro 3.2 per share. Average weekly volumes amounted to approximately 2.7 thousand shares, with a maximum of 14.6 thousand shares traded in the week between 23 and 27 September 2024.

The graph below shows the performance of the NEXT RE share and the FTSE Italia All-Share index (base 100), over the period 2 January 2024 - 31 December 2024.

Graph 2

Fonte: Bloomberg

During 2024, the NEXT RE share recorded a decrease (-8.8%) compared to the positive performance of the FTSE Italia All-Share index (11.9%).

We report below the data recorded by the NEXT RE share during the period 2 January 2024 - 31 December 2024 (extremes included).

Notes: 1) 11,013,054 listed ordinary shares, net of 38,205 treasury shares. Please recall that, as sho

n above, the share capital also includes 11,012,555 unlisted category B shares; 2) Calculated excluding the equity investments of CPI Property Group (5,971,020 listed ordinary shares) and DeA Capital Partecipazioni S.p.A. (1,101,255 listed ordinary shares) in the Company's listed ordinary share capital; 3) Date of the last extraordinary shareholders' meeting of the Company.

For further information on the NEXT RE share performance and for company updates please visit the corporate website https://www.nextresiiq.it and, more specifically, the Investors section.

‌The economic context and the real estate market

Macroeconomic framework and real estate market

Real estate market trends in Italy

In the third quarter of 2024, the total investment volume reached 2.7 billion Euro, significantly surpassing the levels of 2023, thanks to strong activity in the retail and office sectors, which together accounted for 63% of the total investments in the quarter. Cumulative investments for 2024 amount to 6.2 billion Euro, matching the total volume recorded in 2023. Among the most significant transactions of this period are the sale of Monte Napoleone 8, a prestigious property, for a record 1.3 billion Euro, and the sale of SEGRO's logistics portfolio, valued at 327 million Euro.

In the quarter under review, the office sector maintained its leadership, especially in well-located areas where there is a greater presence of new or refurbished products. Logistics continued to perform well, with transactions in excess of EUR 1 billion, thanks also to the volumes on sale. Looking at the indicators of the hotel sector, there is an improvement in ADR (+50%) compared to the pre-Covid period. This is reflected in the investment volume, which is growing in both core and value-add terms. Over the past year, the share of Eurozone investors in the Italian real estate market has increased from 16% to 41%, mainly due to significant transactions such as the acquisition of Monte Napoleone 8 and the Vittorio Veneto property. Although core investments remain predominant, there is a growing trend towards value-add transactions. These involve properties earmarked for redevelopment or a change of use, reflecting a shift in investor strategy towards assets with potential for enhancement and higher returns. Over the past 18 months, rising interest rates and higher macroeconomic risks have led to an increase in prime yields across all asset classes. Since mid-2024, the European Central Bank (ECB) has initiated a reduction in interest rates, implementing a 50 basis point cut, with subsequent reductions also made in the last quarter of 2024. This rapid decline and subsequent stabilisation improved financing conditions, making the market more attractive for investors.

The Office Market in Rome

In Rome, the take-up recorded in the third quarter of 2024, for about 58,000 sqm, was almost double that of the previous two quarters, for a total take-up since the beginning of the year of about 126,500 sqm. The third quarter was characterised by the first two 10,000 sqm-plus transactions of the year, the first of which saw the

leasing of new offices by RAI in the EUR district, and the second was the purchase by a public body of a 15,000 sqm property in the central business district (CBD). Tenants are still mainly focusing on the CBD and EUR, where the highest take-up volumes are recorded. The average size transacted since the beginning of the year is around 1,200 sqm. Stable demand, combined with a scarce supply of quality office space, has caused the vacancy rate in Rome to reach historical lows, especially in the central submarkets, where short-term supply is scarce. The Greater EUR sub-market presents the highest levels of quality office space, also thanks to some important renovation projects that characterise this area of Rome; historically, the district has been characterised by more important renovation projects than the 'difficult' historic centre, characterised by buildings, albeit prestigious, that present the common structural inefficiencies typical of period buildings. The poor coverage provided by Rome's suburbs means that most office developments are concentrated within accessible areas of the city, reachable by the main public transport system, while the suburbs have the highest levels of vacancy with few established office districts. Lack of supply and stable demand levels have led prime office rents in the CBD submarkets to continue their steady increase, reaching an all-time record rate of 550 Euro/sqm/year with further growth expected in the coming quarters.

The Office Market in Milan

The predominant trend that has characterised the Milan office market in recent years has been the gradual decrease of supply in the most sought-after submarkets of the Duomo CBD and the Porta Nuova CBD, where vacancy rates have reached historic lows. The city-wide Grade A offer represents 31% of the total, about 320,000 sqm, of which only 66,000 sqm are located in the CBD, confirming that quality products in central or well-served locations are quickly absorbed. During the third quarter of 2024, a take-up of about 89,000 sqm was recorded, bringing the total since the beginning of the year to 263,000 sqm, a slightly lower volume than in the same period of 2023. Transactions mainly involved Green Grade A/A+ buildings (55% of take-up), demonstrating that tenants are guided in their choice of new office space by ESG factors and building quality. The average square footage transacted since the beginning of the year stands at just over 1,000 sqm, the lowest figure in recent years, which averaged around 1,450 sqm. The recorded take-up does not include subleases (it is not market practice to register them as 'new leases'), which attract the interest of tenants due to the shorter duration of the lease and the partial/full furnishing of spaces. In recent years, an increasing number of these have been recorded - especially in CBDs - with a peak of 41,000 sqm subleased in 2023 (or about 10% of take-up). In 2024, recorded subleases amounted to about 11,000 sqm. The future prospects for the sector are quite optimistic, with an estimated 732,000 sqm of office space expected to be available on the Milan market over the next three years. These new projects are mostly related to speculative operations or to properties for which a lease has already been signed and will mostly be located in the semi-central areas of the city.

The Office Market in Bari

In the first half of 2024, the level of office buying and selling was characterised by an excellent leap compared to the same period last year. There were 57 transactions reported by the Inland Revenue compared to 33 in the first half of 2023, a positive differential of +69%. This trend may be confirmed by the trend in purchases and sales in the second half of 2024. In the meantime, the sentiment of operators does not reflect this data, rather forecasting a discrete decline in the volume of transactions in the coming months. As far as the other indicators of the buying and selling market are concerned, the office segment shows some stability in the first half of 2024, with small fluctuations in prices and sales times. The Business District and suburban areas are those with the firmest parameters compared to the first part of the year; the centre, on the other hand, shows signs of distress, with a slowdown in prices and longer sales times, indicating possible difficulties in some central areas. The average negotiation discount shows a decrease of one percentage point on a six-monthly basis, from 14.5% to 13.5%. Localised improvements are reported in the rental market in the Business District and semi-central areas, with shorter lease times and rising rents. Operators' forecasts for the office rental sector in the first half of 2025 are positive, those for the buy-sell market more cautious if not pessimistic.

The Retail Market in Milan

With approximately 890 transactions, the volume of shop sales on the Milan market in the first half of 2024 suffered a significant setback (-9.2%) compared to the same period of the previous year. The drop comes after

a 2023 annual figure that was also negative, which had shown an annual variation of -4.9%.Sales prices confirm the positive annual average performance for the sixth consecutive six-month period post-pandemic, with very heterogeneous average price variations in the different city areas. The upward trend is interrupted by the half-yearly variation (-1%), which sees the market turn negative in all urban areas. On an annual basis, both sales times (around 6 months) and rental times (around 4 months) increase, while average discounts are stable, lower in the centre (8%) and higher in the suburbs (+11%). Expectations on the performance of the retail sector for the first half of 2025 point to a slight decline in the number of sales and average price level as well as in rents.

The Retail Market in Roma

With 1,150 real estate transactions in the first half of 2024, Rome's retail market recorded a modest annual decline of -1.9%, marking a setback compared to the growth trend of the previous three years, which at the end of 2023 had presented an annual peak, with 2,383 exchanges and an annual increase of 11.5%. After an uneven trend in average prices in the first half of the year, in the second half of the year prices stabilised on a generalised annual and six-monthly increase, which was more intense in the centre (+2.5%) and more contained in the semi-central areas (+0.7%) on an annual basis. The average discounts confirm a physiological variability between the different areas, ranging from 7-8% in the centre, where they decrease slightly, to 15% on average in the suburbs. In the six-month period, selling times also decreased slightly (7 months). On the rental front, average rents also show an increase on an annual and half-yearly basis, with particular relevance in the suburbs, where there is an annual +4.5% and a half-yearly +1.1%. Against this backdrop, rental times are slightly decreasing in the 4-5 month range, while the average gross rental yield per year remains static (7.5%). For the first half of 2025, operators' sentiments on the retail market are marked by pessimism, with forecasts of a decrease in both the number of contracts and average price levels. In particular, a greater decline is expected for average prices, while rents are expected to fall slightly.

‌Real estate portfolio

As of 31 December 2024, NEXT RE's portfolio consisted of 6 assets, of which 3 were for commercial use and 3 for mainly office use, with a total market value of EUR 122.6 million, of which EUR 75.06 million were classified, in the Financial Statements and Consolidated Financial Statements under the item 'Investment property', Euro 45.5 million classified under 'Assets held for sale' and Euro 1.99 million classified under 'Other property, plant and equipment' but recognised for Euro 1.67 million net of the related depreciation (as instrumental and not investment property).

The properties are in Milan (3), Rome (2) and Bari (1). The total gross area of the portfolio is 43,879 sqm, while the commercial area is 24,819 sqm.

No new investments were made by Next Re SIIQ during the 2024 financial year. As already illustrated, on 20 December 2024 the Company signed a sale and purchase agreement with Zeta Investment S.r.l., relating to the aforesaid property for a sale price of Euro 45.5 million; the effects of the sale, relating inter alia to the transfer of ownership and possession of the property, as of 31 December 2024, are subject to the condition precedent of the failure to exercise the pre-emption right, which may be due, according to the assessment of the competent bodies, pursuant to Article 60 of Legislative Decree No. 42/2004, to the Ministry of Cultural Assets and Activities and, pursuant to Article 63, paragraph 3 of the same decree, to the Region or other interested Public Territorial Entity.

As at 31 December 2024, all properties in the Company's portfolio were fully leased/used. Also in terms of occupation and utilisation of the real estate portfolio, it should be noted that:

• effective as of 1 October 2020, NEXT RE directly uses a portion of the property in Rome at Via Zara 22/32. The portions used by NEXT RE are: the offices on the first floor, four parking spaces and a warehouse in the basement, the areas of which are hereinafter referred to as "Zara Accessory Portion". The remaining areas of the property are: "Zara Investment Portion" with respect to areas leased to third parties - "Zara

  Common and Non-Leasable Portion" with respect to the remaining common areas. The property in Rome at Via Zara 22/32 is therefore now completely used and occupied, but partially leased;

• effective as of 1 October 2021, the lease agreement with the Guardia di Finanza for the building in Rome at Via Vinicio Cortese, expired; pending the definition of negotiations for a possible new lease agreement, the tenant continues to use the building, paying the related occupancy indemnity to NEXT RE.

The tenants/users of the properties in the portfolio - net of NEXT RE - are 7: OVS S.p.A., Ministry of Justice, Guardia di Finanza, Embassy of Canada, Dico S.p.A., ITX Italia S.r.l. and Luisa Via Roma S.p.A.

The following table provides a breakdown of the real estate portfolio held by NEXT RE.

Table 2

43,879 24,819 122,550

Key events in 2024 relating to NEXT RE's real estate portfolio

During the year 2024, Next RE performed asset management activities on property assets and continued to manage relationships with tenants of individual properties, all as described in the following paragraphs, property by property.

Milan - via Spadari, 2

With regard to the property in Via Spadari, it should be noted that NEXT RE, as of 31 December 2024, owns the first, second and third floors of the property, as well as the first and second basement floors with different uses.

During 2024, no enhancement works were carried out on the property, also in consideration of what was done in previous years.

Lastly, in relation to the entire property, as repeatedly represented, following the receipt of an offer for the purchase of the entire asset, on 20 December 2024, NEXT RE signed a deed of sale of the property subject to the condition precedent of the failure to exercise - within the legal term - the pre-emption right, pursuant to Article 60 of Legislative Decree No. 42/2004, of the buyer. Legislative Decree No. 42/2004, to the Ministry of Cultural Heritage and Activities and, pursuant to Article 63, paragraph 3 of the same decree, to the Region or other interested Territorial Public Entity. It is therefore represented that, upon the fulfilment of the condition, NEXT RE will proceed with the execution of the deed of sale of the property at a price of Euro 45.5 million.

Milan - via Cuneo, 2

For this property, the relationship with the tenant OVS S.p.A. continued without any particular critical elements during the financial year 2024. There were also no significant events during the year.

Milan - corso San Gottardo, 29/31

For this property, the relationship with the tenant OVS S.p.A. continued without any particular critical elements during the financial year 2024. There were also no significant events during the year.

Rome - via Zara 22/32

Rental relations with the Embassy of Canada and DICO S.p.A. and the instrumental use of certain premises by NEXT RE continued without any significant elements during the financial year 2024.

Bari - viale Saverio Dioguardi, 1

During the financial year 2024, the rental relationship with the Ministry of Justice continued without any particular critical elements.

It should also be noted that, in compliance with the provisions of Article 3 of Decree-Law No. 215 of 30-December 2023 - 'Milleproroghe 2024'- converted into Law No. 18 of 23 February 2024 - starting from the first half of the 2024 financial year, NEXT RE SIIQ has updated the rent as provided for in the lease agreement with the Ministry of Justice according to the ISTAT changes that have occurred.

Rome - via Vinicio Cortese, 147

For the property in Via Cortese, it should be noted that the lease agreement with the Guardia di Finanza expired on 30 September 2021. However, as of the date of this report, the Guardia di Finanza leases the building under occupancy indemnity.

It should also be noted that, in compliance with the provisions of Article 3 of Decree-Law No. 215 of 30-December 2023 - 'Milleproroghe 2024'- converted into Law No. 18 of 23 February 2024 - as of the last quarter of the 2024 financial year, NEXT RE SIIQ has updated the occupancy indemnity fee as provided for in the original lease agreement with the Guardia di Finanza according to the ISTAT changes that have occurred.

Events subsequent to 31 December 2024 relating to the real estate portfolio

On 5 March 2025 the deed for sale of the property in Milan, Via Spadari, was signed, following the fulfilment of the condition precedent to which the deed of sale signed on 20 December 2024 was subject. Please refer to the Subsequent Events section.

Summary of the real estate portfolio as at 31 December 2024

The table below summarises the main characteristics of NEXT RE's property portfolio. The average gross yield has been calculated on the basis of the annual rents in force as at 31 December 2024, determined on the basis of what is reported later in this chapter.

Table 3

* including non-located areas

The table above includes the market gross value of the Zara Accessory Portion, classified - net of the relative depreciation - under Other tangible assets in the Financial Statements.

With regard to the Milan, Via Spadari asset, the market value is equal to the price established in the deed of sale of 20 December 2024, and the average gross yield was parameterised on the basis of the latter for the sum of the rents of the two portions for commercial and office use.

Main real estate indicators

Market value of the real estate portfolio

As indicated above, the total value of the real estate portfolio as at 31 December 2024 is EUR 122.6 million. Compared to 31 December 2023, the value of the real estate portfolio held decreased by Euro 9.5 million, the components of which are shown in the following table.

For an analysis of the changes in value for each asset, please refer to the Notes to the Consolidated Financial Statements and the Financial Statements as at 31 December 2024.

Table 4

It should be noted that the above market values also include the value attributed by the independent appraiser to the portion of the property in Rome, Via Zara for instrumental use, amounting to 1,989 thousand as of 31 December 2024 (Euro 1,983 thousand as of 31 December 2023). This portion is not recognised at fair value in the item Investment property but is depreciated and recognised in the item Other tangible fixed assets for 1,666 thousand as of 31 December 2024 (Euro 1,723 thousand as of 31 December 2023).

Value of outstanding annual lease payments and stabilised annual lease payments as at 31 December 2024

Existing yearly rents shall mean the annual leases in effect on the date of reference. Stabilised yearly lease fees are effective lease fees under various contracts (thus taking into account the maximum value of the fee contractually envisaged on the basis of any step-up) known and contracted at the reference date. The rents shown do not include the market rents of the vacant and/or rented property units and do not include uncertainties such as the ISTAT adjustment and any variable rent component. Only for the property on Via Vinicio Cortese in Rome, the last rent in force before the expiry of the contract has been taken into account, on the basis of which the tenant's compensation for occupation is still being paid.

The value of existing yearly rents as at 31 December 2024 is Euro 6.66 million distributed among the various properties as shown in the following chart.

Graph 3

The value of stabilised yearly rents is equal to Euro 7,2 million as shown in the chart below.

Graph 4

Net rental income for the year 2024

The net rental income attributable to the 2024 financial year resulting from the Profit and loss account is:

Table 5

With respect to what was previously stated in the tables relating to lease fees, it must be noted that:

• the item Net rental income also includes revenue from charge-backs to tenants;

• revenues relating to the property in Milan, Via Spadari and the property in Milan, Via Cuneo are recorded, on the other hand, net of the annual portion of the capex contribution paid to the tenant in 2018 and 2021 and net of temporary rent reductions granted to the tenant for the applicable period;

• rental income is recognised in the income statement on a straight-line basis.

Property data by intended use

The following table summarises the main information relating to NEXT RE's real estate portfolio, broken down according to the main intended use of the individual properties (only for the Rome, Via Zara property has been considered the main intended use of the office building which also includes the residual commercial portion of the ground floor considered).

Table 6

The movements in 2024 in the book value of the portfolio by intended use are shown in the table below; the book value of the item Investment property in the consolidated and separate financial statements, also in this case, does not include the value of the portion for instrumental use of the property in Rome, Via Zara, equal to Euro1,666 thousand (fair value equal to Euro1,989 thousand). The market value of the asset in Milan, Via Spadari, equal to the agreed purchase price, was allocated to the two uses on the basis of the relative surfaces.

Table 7

The item related to the Net Revaluations/(Write-downs) for the year of the Milan, Via Spadari asset, equal to the difference between the value as of 31 December 2023 and the agreed purchase price, was allocated to the two uses on the basis of the relative surfaces.

Duration of lease contracts (WALT)

The index relating to the overall weighted average lease term (WALT) on annual leases of NEXT RE's real estate portfolio owned as at 31 December 2024 is equal to 3.6 years. The above index was calculated on the first contractual expiry date of the individual lease contracts in place, not taking into account any early termination options.

Table 8

Tenants

NEXT RE's real estate portfolio is leased to/used by, as at 31 December 2024, 7 (seven) different tenants/users (net of NEXT RE for the accessory portion): OVS S.p.A., Ministry of Justice, Guardia di Finanza, Embassy of Canada, Dico S.p.A., ITX Italia S.r.l. and Luisa Via Roma S.p.A..

The following graph shows the analysis of the concentration by individual tenant based on existing annual rents as at 31 December 2024 (for the property in Rome Via Cortese the occupation indemnity paid by the Guardia di Finanza was considered).

Graph 5

Occupancy rate

The occupancy rate of the real estate portfolio of NEXT RE as of December 31, 2024, is 100%, stable compared to the figure as of December 31, 2023.

Geographical allocation

As at 31 December 2024, NEXT RE's real estate portfolio is distributed across 3 (three) different cities: Milan, Rome and Bari.

The following graph shows the geographical allocation analysis (NORTH - CENTRE - SOUTH) of the portfolio based on the market values of the properties as at 31 December 2024.

Graph 6

For further information on real estate assets, please refer to the in-depth description provided in the Notes to the financial statements "Note 1. Investment property".

‌Economic performance analysis

A management reclassification of the operating results is provided below in order to facilitate a better understanding of how the operating results were determined for the year.

Table 9

Net Operating Income: the real estate management margin is 5,014 thousand Euro, decreasing by 87 thousand Euro compared to that achieved in 2023. The item Rental income increases by 90 thousand Euro mainly due to the recognition of rental fees for the office portion of the Spadari property (vacant for much of the first half of 2023) and the ISTAT adjustments of the rental contracts recorded during the period. The balance of the item Costs related to the real estate assets as of December 31, 2024, is higher than the balance as of December 31, 2023, by 177 thousand Euro, mainly in relation to the costs associated with the disposal of the property in Milan, via Spadari."

Personnel costs: the item, which decreases from 2,680 thousand Euro as of December 31, 2023, to 669 thousand Euro as of December 31, 2024, represents the organization's operating costs following the actions implemented in the previous year aimed at efficiency and savings in corporate costs and the new short- and medium-long-term incentive remuneration policy. The item includes provisions for MBO amounting to 189 thousand Euro. Overhead costs: The item shows a balance of 2,127 thousand Euro as of December 31, 2024, and records a net decrease compared to December 31, 2023, of 755 thousand Euro, mainly related to i) lower fees to directors by 146 thousand Euro following cost reduction and efficiency actions implemented in the previous year and the implementation of the new remuneration policy, ii) lower legal consultancy fees by 289 thousand Euro, iii) lower communication and other consultancy costs by 87 thousand Euro, iv) lower bank fees by 74 thousand Euro; v) lower asset advisory fees by 119 thousand Euro."

The item Amortisation, depreciation and write-downs includes, inter alia, the depreciation of the portion of the Rome, Via Zara asset used for business purposes for Euro 57 thousand.

The item Other costs and expenses includes, inter alia, the ordinary costs of CONSOB and stock exchange contributions and the membership fees.

‌The item Fair value adjustments of property investments is negative and amounts to 10,651 thousand Euro, reflecting the fair value change recorded compared to December 31, 2023, based on the valuations prepared by the independent expert who estimated the market value of the portfolio assets as of December 31, 2024. The value of the asset in Milan, via Spadari, was aligned with the sale price as per the notarial deed of December 20, 2024; the fair value change compared to the last valuation on June 30, 2024, reflects the negotiation conditions at the date of the transaction.

The item Financial income/(expenses) includes: i) the income from the partial write-off of the CPI loan, amounting to 11,526 thousand Euro ii) the financial charges accrued on the loans granted by the parent company CPI PG, amounting to 1,342 thousand Euro. The interest income accrued on ordinary current accounts and the time deposit amounts to 150 thousand Euro.

Balance sheet analysis

The following table shows the composition of the Group's invested capital and sources of financing as at 31 December 2024 and 31 December 2023.

Table 10

COMPOSITION OF ITEMS:

A. Fixed capital: includes real estate investments, intangible assets, rights of use, other tangible assets and investments;

B. Net working capital: this includes trade receivables and payables and other current assets and liabilities;

F. Other non-current assets and liabilities: these include other non-current assets, employee benefits, provisions for risks and assets and liabilities relating to deferred and pre-paid tax assets and liabilities and non-current tax payables;

K. Total Financial Debt: is determined as required by Consob in Attention Notice no. 5/21 with evidence of the method of representation indicated in the Guidelines on disclosure requirements pursuant to EU Regulation 2017/1129 (so-called Prospectus Regulation) published by ESMA as further specified below.

The net working capital is negative equal to Euro 1,000 thousand.

The equity, including the profit for the year amounting to 1,614 thousand Euro, amounts to 78,095 thousand Euro

The balance of Other non-current assets and liabilities amounts to 1,488 thousand Euro and refers to i) other non-current assets for 1,550 thousand Euro, ii) severance pay fund for -27 thousand Euro, iii) risk provisions for -35 thousand Euro.

The following tables show the Total Financial Debt of the Group as at 31 December 2024 and 31 December 2023, as required by Consob in Attention Notice no. 5/21 with evidence of the method of representation indicated in the Guidelines on disclosure requirements under EU Regulation 2017/1129 (so-called Prospectus Regulation) published by ESMA. As of 5 May 2021, the Guidelines update the previous CESR Recommendations (including references in Communication no. DEM/6064293 of 28-7-2006 on net financial position).

In this respect, the ESMA Guidelines provide for the following main changes to the debt statement:

1. reference is no longer made to Net financial position, but to Total financial debt;

2. non-current financial debt also includes trade and other non-current payables, i.e. payables that are not remunerated but have a significant implicit or explicit financing component;

3. as part of current financial debt, the current portion of non-current financial debt should be shown separately.

Table 11

*values restated on the basis of Consob "Attention Notice no. 5/21"

The total financial debt decreases from 57,081 thousand Euro (negative) as of December 31, 2023, to 1,351 thousand Euro as of December 31, 2024. The reduction in current and non-current financial debt is due to: i) the early repayment of 45,350 thousand Euro, which took place on December 20, 2024, of the loan signed with CPI Property Group S.A. on January 27, 2021, and ii) the partial write-off of the aforementioned loan for an amount of 11,526 thousand Euro. ‌Transactions with related parties

Information on transactions with related parties is provided below. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

On December 19, 2024, the Board of Directors, following the favorable opinion of the Independent Committee, approved the major transaction with a related party concerning (i) the write-off of the shareholder loan signed on January 27, 2021, with CPI PG for an amount of 11.5 million Euro (the "FinSoci") as well as (ii) the partial early repayment of the same FinSoci by the Company, subject to the acquisition of the necessary liquid assets (the "Transaction"), through the sale of the property asset located in Milan, via Spadari (the "Sale")."

It should be noted that FinSoci was granted by CPI in order to proceed with the early repayment of a previous mortgage bank loan of Next Re, with an initial nominal amount of approximately EUR 54.6 million (approximately EUR 59.5 million at 31 December 2024), maturing in January 2026, and with a projected fixed nominal interest rate of 2.1% per annum, with the option to pay interest in a single instalment together with the principal amount at maturity, except in the case of early repayment.

The transaction has been classified as a related party transaction pursuant to Consob Regulation no. 17221/2010 (the "OPC Regulation") in that CPI, which appears to hold 79.79% of the Company's share capital, is a related party of Next Re pursuant to art. 1, lett. (a)(i) of the Annex to the RPT Regulation, as the entity that controls the Company pursuant to art. 93 of Legislative Decree no. 58/1998 and which manages and coordinates it pursuant to art. 2497 et seq. of the Italian Civil Code.

The Operation was classified as a major operation pursuant to art. 5 of the "Procedure on transactions with related parties of Next Re SIIQ S.p.A." (the "OPC Procedure"), as well as Annex 3 to the OPC Regulations, as the total value exceeds the relevance threshold set forth in the OPC Regulations and the OPC Procedure.