Financial report 1H 2025

OVS S.p.A.

Via Terraglio 17 - 30174 Venice - Mestre

Authorised share capital 316,042,500.00 euros

Subscribed and paid-up share capital 290,923,470.00 euros

Venice Companies Register No. 04240010274 Tax and VAT code 04240010274

Corporate website: https://www.ovscorporate.it

OVS S.p.A. is the main Italian group in the sale of men's, women's and children's clothing. The Group operates through the OVS, OVS Kids, Upim, BluKids, Goldenpoint, Stefanel, CROFF, Les Copains and Shaka brands, and has a network of more than 2,600 stores in Italy and abroad. The Company has been listed on Euronext Milan since 2015.

Composition of the corporate officers 5

Group structure at 31 July 2025 6

Interim report on Operations at 31 July 2025 7

Foreword on methodology 7

Group operating performance 8

Key information on operating results at 31 July 2025 9

Key performance indicators 10

Adjusted consolidated result 11

Comments on the main items in the adjusted consolidated income statement 13

Net Financial Position 15

Summary statement of financial position 16

Shareholders' equity 17

Adjusted summary consolidated statement of cash flows 17

Dividends 18

Reconciliation of the Consolidated Financial Result for the first half of 2025 19

Management of financial risks 25

Investment and development 25

Related party transactions 25

Significant events during the first half of 2025 26

Significant events after the reporting date 33

Business outlook 33

Consolidated financial statements 34

Consolidated statement of financial position 35

Consolidated income statement 36

Consolidated statement of comprehensive income 37

Consolidated statement of cash flows 38

Consolidated statement of changes in shareholders' equity 39

Notes to the financial statements 40

1. General information 40

2. Impacts of global conflicts and inflation on the Group's performance 40

3. Basis of preparation of the condensed consolidated half-year financial statements 40

4. Use of estimates 50

5. Information on financial risks 51

6. Notes to the consolidated statement of financial position 57

7. Notes to the consolidated income statement 83

8. Relations with related parties 95

9. Information on operating segments 98

10. Other information 99

11. Significant events after the reporting date 102

12. Appendices to the condensed consolidated half-year financial statements 103

Certification in accordance with the provisions of Article 154-bis, paragraph 5 of Legislative Decree 58/1998 (Consolidated Act on Finance) 107

Report of the Independent Auditors on the condensed consolidated half-year financial statements 108

Board of Directors 1

Chairman Franco Moscetti 2

Vice-Chairman Giovanni Tamburi 3

Chief Executive Officer and General Manager Stefano Beraldo Directors Carlo Achermann 3 4

Roberto Cappelli

Elena Angela Luigia Garavaglia 4

Alessandra Gritti Chiara Mio 2 3 4

Flavia Sampietro 2

Board of Statutory Auditors 1

Chairman Stefano Poggi Longostrevi

Standing Auditors Federica Menichetti

Massimiliano Nova

Alternate Auditors Marzia Nicelli

Donata Paola Patrini

Independent auditor

KPMG S.p.A. 5

Financial Reporting Officer

Nicola Perin 6

1 In office from 31 May 2023 until the Shareholders' Meeting called to approve the financial statements as at 31 January 2026

2 Member of the Control, Risks and Sustainability Committee

3 Member of the Appointments and Remuneration Committee

4 Member of the Related Party Transactions Committee

5 Appointed by the Shareholders' Meeting of 31 May 2022 for financial years 2023-2031

6 In office until the end of the term of office of the incumbent Board of Directors, i.e. until the Shareholders' Meeting called to approve the financial statements at 31 January 2026

The following chart shows how the OVS Group is organised, indicating the relative equity investments as percentages at the reporting date:

Legend

Commercial companies in the European market Commercial companies in the American market Commercial companies in the Asian market Operational sourcing companies

Services companies and/or other non-retail busin esses

The Half-year Financial Report at 31 July 2025 has been prepared in accordance with the IAS and IFRS international reporting standards issued by the International Accounting Standards Board, and includes the following:

• Consolidated statement of financial position

• Consolidated income statement

• Consolidated statement of comprehensive income

• Consolidated statement of cash flows

• Statement of changes in shareholders' net equity

• Notes to the consolidated financial statements at 31 July 2025.

It should be noted that in this Interim Report on Operations at 31 July 2025, in addition to the indicators provided for in the financial statements and in compliance with the International Financial Reporting Standards (IFRS), some alternative performance indicators used by management to monitor and assess the Group's performance are also presented. In particular, with the introduction of the IFRS 16 international accounting standard, relating to the accounting treatment of leases, with effect from financial year 2019, in order to make the Group's data comparable with the years prior to 2019 and for a better understanding of performance in relation to other comparables in the sector, some adjustments have been introduced with regard to: EBITDA, operating result, profit before tax, net result for the period, net invested capital, net financial position and cash flow generated by operating activities, as detailed below. For this reason, the results are also commented on excluding IFRS 16 in order to maintain a consistent basis of comparison. As in previous periods, the impacts of the application of IFRS 16 have been reported separately, and the reconciliation with the financial statements is further detailed in the section entitled "Reconciliation of the consolidated results for the first half of 2025" below.

The spring summer collections were very well received by customers.

After a first quarter held back by higher rainfall, sales in the second quarter rose by 3.5% and exceeded 2% in the half-year, without including Goldenpoint, compared with an Italian clothing market that fell by around 1%. Goldenpoint's consolidation since July 2025 brought overall sales growth to 4%.

The main driver of growth continues to be the products aimed at female consumers. The Les Copains collections, introduced in OVS stores this half-year, have been well received and recorded significantly better sales per square metre than the rest of the range. The Piombo brand continued to grow and the beauty segment also continued to perform very well.

With regard to performance by brand, growth was greater for OVS than for Upim, which nevertheless consolidated its strong performance in the first half of 2024, a period in which it recorded growth of more than 7% compared with the same period in 2023.

Goldenpoint's sales in July (i.e. since its consolidation into the Group), a period characterised by particularly marked seasonality, accounted for €15 million.

The improvement in the sales margin is due to the reduced purchase costs of the Spring-Summer 2025 collection, the better sales performance of directly operated stores compared to franchised stores and the contribution of Goldenpoint, which operates in a sector with higher margins.

All this has led to strong adjusted EBITDA growth, which reached 97 million euros - 102 million euros if Goldenpoint is included - despite constant cost increases, particularly in personnel costs as a result of the renewal of the national contract.

Leverage remains stable after around 46 million euros was allocated in the last twelve months for the distribution of dividends and the purchase of treasury shares.

The results for the first half of 2025 are the best ever: strong organic growth and positive contribution from the newly acquired Goldenpoint, included in the consolidation for the first time since July 2025.

Net sales reached €793 million, up more than 4% on the first half of 2024. Results were excellent in both clothing, particularly in the women's segment which benefited from the strong performance of Les copains, and in beauty, which continues to record double-digit growth.

The sales margin exceeded 60% on sales, which are growing steadily (from 59.6% in July 2024).

Adjusted EBITDA reached €102 million, up by €13 million compared with the €89 million recorded in the first half of 2024. EBITDA margin was 12.8% on sales, up from 11.7% in the same period the previous year.

Adjusted net profit for the period was €46 million, up 32% compared with the first half of 2024.

At 31 July 2025, the adjusted debt was €294 million and reflects the effect of the consolidation of Goldenpoint, a cash absorption profile in line with normal seasonality and a total of approximately €46 million in dividends distributed and treasury shares purchased over the last twelve months.

The table below summarises the Group's key performance indicators.

€m

31 July '25

Reported

31 July '25

Adjusted

31 July '24

Reported

31 July '24

Adjusted

Chg. % chg

(adjusted) (adjusted)

The table shows the result adjusted to represent the Group's operating performance net of non-recurring events which are unrelated to ordinary operations and the effects of the adoption of IFRS 16.

In the first half of 2025, the results were adjusted mainly to strip out the impacts of IFRS 16. In particular, with regard to the effects of IFRS 16, the following should be noted: (i) €103.7 million on EBITDA to reflect rent, (ii) €25.0 million in higher net costs on EBIT due to the reversal of depreciation and amortisation of €78.6 million, and (iii) €8.6 million in lower net costs on the reported result for the period due to the reversal of €33.7 million relating to net financial expenses and €1.0 million in higher taxes. Lastly, (iv) the net financial position was adjusted for a €1,123.0 million decrease in liabilities.

EBITDA for the first half of 2025 was also adjusted as follows: (i) €6.3 million in net foreign exchange gains on forward hedging of purchases of goods in foreign currency, reclassified from "Net financial expenses (income)" to "Purchases of raw materials, consumables and goods"; (ii) €1.5 million in costs relating to stock option and stock grant plans (non-cash costs); and (iii) other net one-off costs of €1.4 million, mainly related to some foreign businesses being divested.

Other adjustments that impacted EBIT and EBT related to: (i) costs of €4.7 million related to the amortisation of intangible assets due to the purchase price allocation (PPA) related to business combinations (including the recent PPA of JB Licenses S.r.l.); and (ii) adjusted financial expenses of €14.4 million, mainly relating to foreign exchange gains arising from the valuation of items denominated in foreign currency, including with respect to forward derivatives and realised foreign exchange gains (the latter reclassified to "Purchases of raw materials, consumables and goods").

The Adjusted Net Result for the period reflects taxes recalculated following the aforementioned adjustments, entailing an increase in expenses of €7.8 million.

The reported net financial debt as of 31 July 2025 stood at 1,427.3 billion euros, of which 1,123.0 million is the result of the application of IFRS 16 and represents the present value of future lease payments; approximately 650 million euros of the 1,123.0 million does not represent a real financial liability, as the Company holds early withdrawal rights.

In the first half of 2024, the result has been adjusted mainly to strip out the impacts related to IFRS 16, and specifically:

(i) 100.0 million euros on EBITDA to reflect mainly rental costs, (ii) 25.0 million euros on EBIT due to the reversal of depreciation and amortisation of 75.0 million euros, and (iii) 5.5 million euros on EBT due to the reversal of 30.5 million euros related to net financial expenses.

EBITDA for the first half of 2024 was adjusted mainly by: (i) 6.0 million euros in positive net foreign exchange differences for the forward hedging of goods in foreign currency sold during the year; (ii) 1.0 million euros in costs related to stock option plans (non-cash costs); and (iii) 1.3 million euros related to several foreign initiatives undergoing partial disposal and other minor one-off charges. Other adjustment items that had impacted EBIT and EBT related to (i) €4.3 million related to the amortisation of intangible assets linked to past Purchase Price Allocations, (ii) €2.4 million in adjusted net financial income, mainly related to foreign exchange differences arising from the valuation of items denominated in foreign currency, including with respect to forward derivatives and foreign exchange differences.

Lastly, the adjusted net result for the period was affected (for 2.7 million euros) by the taxes recalculated following the above adjustments.

The reported net financial debt at 31 July 2024 stood at 1,280.2 million euros, partly due to the effect of 1,017.9 million euros resulting from the application of IFRS 16 and represents the present value of future lease payments. Management believes that approximately 600 million euros of the 1,017.9 million euros does not represent a real financial liability, as the Company holds early withdrawal rights.

The following table shows the adjusted consolidated result, classified by nature, for the first six months of 2025, compared with that for the same period of the previous year (in millions of euros).

€m

31 July '25

Reported

31 July '25

Adjusted

31 July '24

Reported

31 July '24

Adjusted

(*) Other operating income and revenues have been reclassified to total net operating costs to provide a correct representation of the gross margin.

The following table shows the consolidated result by business segment for the first six months of 2025, compared with those for the same period of the previous year (in millions of euros), including the Goldenpoint results for July 2025 among Other Businesses.

€m

31 July '25

Adjusted

31 July '24 25 vs 24 %

Adjusted

Net sales

(amounts in millions of euro)

Net sales for the first half of 2025, amounting to 792.9 million euros, were up 4.1% compared with the first half of 2024. Excluding Goldenpoint's contribution (€14.6 million), growth on a comparable basis was 2.2%. With regard to distribution channels, sales from directly operated stores came to €645.6 million (+5.4% compared to 2024, corresponding to a pro-forma growth of +3.1%, if excluding the Goldenpoint contribution of 14.3 million euros). The franchise channel recorded revenues of €147.2 million (-1.3% compared with 2024) and was mainly affected by higher exposure to the kids segment, which saw sales postponed to August as they are typically characterised by greater promotional activity.

The OVS brand continued to grow during the half-year. In the same period, Upim consolidated its strong performance in the first half of 2024, recording growth of over 7% compared with the same period in 2023.

EBITDA

(amounts in millions of euro)

In the first half of 2025, the Group generated an adjusted EBITDA of €101.7 million, up €12.7 million compared to €89.0 million in the first half of 2024. Goldenpoint contributed positively.

OVS's EBITDA reached 80.8 million euros, up 8.8 million euros compared with the first half of 2024.

Upim's EBITDA of 18.9 million euros is compared with an exceptionally strong first half of 2024, representing an improvement on the 16.9 million euros recorded in the first half of 2023.

EBIT

EBIT, adjusted to better reflect the Group's operating performance, amounted to 69.2 million euros, significantly improved compared with 57.3 million euros in the first half of 2024. The decrease during the period was essentially due to the robust increase in EBITDA, only marginally offset by the increase in depreciation and amortisation, which rose as a result of the substantial special investments made in the last three years.

Result for the period

Adjusted net profit in the period rose to €45.6 million, up 31.7% compared with the first half of 2024, mainly due to EBITDA growth.

Non-recurring income and expenses

The adjusted consolidated results of the period included, at 31 July 2025, non-recurring and non-operating income and expenses totalling €1.4 million before tax (compared with €1.3 million at 31 July 2024). These relate to net one-off costs of €0.4 million, some partially discontinued foreign businesses of €0.6 million and extraordinary amortisation and write-downs of related assets for €0.4 million.

€m

Reported net debt

Adjusted net debt

for MtM hedging instruments and IFRS 16 Adjusted LTM EBITDA

Leverage on EBITDA

Adjusted Net Debt / Adjusted LTM EBITDA

Leverage on EBITDA last 12 months

Last 12 months average Adjusted Net Debt / Adjusted EBITDA

31 July 2024

1,280.2

263.0

184.8

1.42x

1.38x

At 31 July 2025, the Group's net financial position, adjusted for the impact of hedging instruments mark-to-market and the impact of IFRS 16 application, was -293.6 million euros and reflects the effect of the consolidation of Goldenpoint, a cash absorption profile in line with normal seasonality and a total of approximately 46 million euros in dividends distributed and treasury shares purchased over the last twelve months.

The ratio of adjusted net financial position to adjusted EBITDA is 1.41x, a slight recent improvement compared to 1.42x as of 31 July 2024.

The following table shows the consolidated statement of financial position at 31 July 2025, compared with the end of the previous year and the same period of the previous year (in millions of euros). It is also shown adjusted to provide a representation of the Group's financial position net of application of IFRS 16 and reclassifying liabilities for returns recognised under IFRS 15 (28.0 million euros at 31 July 2025) among the components of operating working capital (compared with the presentation in the financial statements under Other current payables).

1.2

63.8

13.7

78.7

25.9

104.6

108.4

9.4

3.3

0.7

226.4

(21.4)

247.8

226.4

2.0

63.8

20.3

86.2

25.6

111.8

31.7

9.4

3.3

0.7

156.9

(13.9)

170.8

156.9

The reported net invested capital of the Group at 31 July 2025, which also includes the impact of IFRS 16, was €2,299.1 million, up by €147.8 million compared with 31 July 2024, due to the combined effect of an increase in net fixed assets of approximately €119 million (almost entirely relating to Goldenpoint, acquired in July 2025) and an increase in operating working capital of approximately €23 million (also attributable to the change in the scope of consolidation due to Goldenpoint).

Consolidated shareholders' equity amounted to 871.8 million euros at 31 July 2025, down from 893.2 million euros at the beginning of the year. The change in the period reflects the purchase of treasury shares for 9.3 million euros (net of disposals during the period) and the distribution of dividends for 27.1 million euros approved during the half-year when the 2024 results were approved.

The following table shows the statement of cash flows for the first half of 2025 compared with the statement of cash flows for the same period of the previous year, both restated according to management criteria and adjusted (i) to exclude the effects of IFRS 16, as it does not entail any impact on Group cash flows and (ii) to represent the effects of IFRS 15 according to the operating nature of the Other current payables relating to expected returns.

Operating cash flow

The table shows the adjusted cash flows to state the Group's operating performance net of non-recurring events which are unrelated to ordinary operations, adjusted for the application of IFRS 16 and reclassifying liabilities for returns pursuant to IFRS 15 among the components of operating working capital.

As already mentioned, the operating cash absorption profile for the first half of 2025 is in line with normal seasonality.

Because of the excellent cash generation in 2024 and the further improvement in the Group's net financial position, the Board of Directors resolved at its meeting on 15 April 2025 to propose to the Shareholders' Meeting a dividend payment of 0.11 euros per share. The dividend, approved by the Shareholders' Meeting on 30 May 2025, was paid out on 25 June 2025 for a total of 27.1 million euros.

The following table shows the Group's consolidated result for the first half of 2025, presenting separately the effect of the application of IFRS 16, net non-recurring expenses before IFRS 16, stock option plan expenses, amortisation of intangible assets deriving from the purchase price allocation relating to business combinations, and income and expenses relating to foreign exchange gains or losses, both realised and from the valuation of items in foreign currencies (mainly USD) at the reporting date, including with respect to contracted forward derivatives.

(*) Other operating income and revenues have been reclassified to total net operating costs to provide a correct representation of the gross margin.

1. These relate to foreign exchange differences for forward hedging on purchases of goods in foreign currency, reclassified from "Net financial income (expenses)" to "Purchases of raw materials, consumables and goods".

2. These relate to costs recognised in the period relating to stock option and stock grant plans.

3. These relate to the amortisation of intangible assets deriving from PPA.

4. These mainly relate to foreign exchange gains or losses arising from the valuation of items denominated in foreign currency, including with respect to forward derivatives and realised foreign exchange gains or losses (the latter reclassified to "Purchases of raw materials, consumables and goods").

Below is the reconciliation table for the first half of 2024:

(*) Other operating income and revenues have been reclassified to total net operating costs to provide a correct representation of the gross margin.

1. These relate to foreign exchange differences for forward hedging on purchases of goods in foreign currency, reclassified from "Net financial income (expenses)" to "Purchases of raw materials, consumables and goods".

2. These relate to costs recognised in the period relating to stock option and stock grant plans.

3. These relate to the amortisation of intangible assets deriving from PPA.

4. These mainly relate to foreign exchange gains or losses arising from the valuation of items denominated in foreign currency, including with respect to forward derivatives and realised foreign exchange gains or losses (the latter reclassified to "Purchases of raw materials, consumables and goods").

With regard to the results at 31 July 2025, it should be noted that:

• Revenues and income, which came in at €792.9 million, mainly include the retail sales generated by the OVS, Upim, Goldenpoint and Stefanel brands.

• The gross operating margin or adjusted EBITDA, as the difference between revenues and operating costs, net of the effects of IFRS 16, excluding depreciation and amortisation (including amortisation of intangible assets deriving from the purchase price allocation related to business combinations), non-recurring expenses and stock option plans, and adjusted to take account of foreign exchange gains or losses realised on forward instruments entered into by the Group and underlying goods

  already purchased and sold, amounted to €101.7 million, equal to 12.8% of sales.

• The reported and adjusted profit before tax came in at €23.8 million and €59.5 million, respectively (the latter net of the effects of IFRS 16, non-recurring costs and other costs shown in the fifth column of the table).

• Net taxes amounted to €7.4 million and reflect a more efficient tax rate which was 31.0% during the half-year (compared with 33.3% in the first half of 2024).

• The reported and adjusted net profit for the period were 16.4 million euros and 45.6 million euros, respectively, net of the above expenses.

Impacts of IFRS 16 and alternative performance indicators

The consolidated income statement for the first half of 2025 is shown below, including and excluding the effects of the IFRS 16 accounting standard.

(1.2)

(1.2)

(78.6)

0.6

101.9

(25.0)

(0.0)

(33.7)

8.6

1.0

7.6

The following is an overview of these effects on the KPIs:

€m

31 July '25

Reported

(103.7)

(25.0)

8.6

7.6

As already indicated in the introduction, with the adoption of the IFRS 16 accounting standard as of 2019, the main economic and financial indicators have been significantly affected and are not comparable with data from periods prior to 2019. With regard to the income statement figures presented above, the recognition of €78.6 million of depreciation of right-of-use assets under tangible assets, together with €33.7 million of net interest expenses on net lease liabilities, replacing €101.3 million of net rental costs (for leases and sub-leases under the standard), resulted in an increase in the operating result and EBITDA.

The following table shows the reclassified consolidated statement of financial position at 31 July 2025, including and excluding the effects of IFRS 16.

Alternative performance indicators

(0.0)

0

0

(0.0)

4.9

4.9

(1,021.1)

(7.0)

(11.7)

0

(1,034.9)

88.1

(1,123.0)

(1,034.9)

The OVS Group uses certain alternative performance indicators which are not identified as accounting measures under IFRSs, to enable a better assessment of Group performance.

The calculation criterion applied by the Group may therefore not be consistent with those used by other groups and the balance obtained may not be comparable with theirs.

These alternative performance indicators are constructed solely on the basis of Group historical data and calculated in accordance with the Guidelines on Alternative Performance Indicators issued by ESMA/2015/1415 and adopted by CONSOB with Notice No. 92543 of 3 December 2015. They refer only to the performance for the accounting period covered by this half-year financial report and the comparison years, and not to the Group's expected performance, nor should they be regarded as a substitute for the indicators envisaged by the reference accounting standards (IFRS).

The alternative performance indicators used in this half-year financial report are defined below:

Adjusted net sales: consists of total revenues, net of non-recurring revenues.

Adjusted purchases of raw materials, consumables and goods: consists of purchases of raw materials, consumables and goods, net of non-recurring components but including foreign exchange gains and losses for forward hedging on purchases of goods in foreign currencies, reclassified from "Net financial income (expenses)".

Reported gross margin: the gross margin on sales, calculated as the difference between net sales and purchases of raw materials, consumables and goods.

Adjusted gross margin: calculated as the difference between adjusted net sales and adjusted purchases of raw materials, consumables and goods.

With regard to reported EBITDA, adjusted EBITDA, the reported operating result, adjusted EBIT, adjusted earnings before taxes (EBT) and the adjusted net result for the period, please see the section entitled "Reconciliation of consolidated results for the first half of 2025" above.

Net invested capital: consists of the total of non-current assets and current assets, excluding financial assets (current and non-current financial assets, current and non-current financial assets for leases, and cash and banks) net of non-current liabilities and current liabilities, excluding financial liabilities (current and non-current financial liabilities and current and non-current financial liabilities for leases).

Adjusted net invested capital: consists of net invested capital excluding the impacts of the adoption of the IFRS 16 accounting standard.

Net financial position or net (financial) debt: calculated as the sum of current and non-current financial liabilities and current and non-current financial liabilities for leases, net of the cash and banks balance, current and non-current financial assets including the positive fair value of derivative instruments, and current and non-current financial assets for leases.

Adjusted net financial position or adjusted net (financial) debt: represented by net (financial) debt excluding the impacts on current and non-current lease liabilities of IFRS 16 and the impacts of mark-to-market.

This is sometimes calculated as the arithmetic mean of the monthly net financial debt (e.g. as the arithmetic average of the last 12 months).

Adjusted summary consolidated statement of cash flows: consists of the net cash flow generated (absorbed) by operating, investment and financing activity, excluding the effects of the IFRS 16 accounting standard, and reclassified according to management criteria, i.e. based on the operating flow of adjusted EBITDA.

The management of financial risks is described in detail in note 5. Information on the financial risks of the notes to the condensed consolidated half-year financial statements at 31 July 2025.

Gross investments of 43.6 million euros were made in the first half of 2025. The efficiency policy for the existing network continued in 2025, with significant investments in store restructuring, the implementation of new cashier systems, and the optimisation of logistics flows. In particular, in these first six months of the year, the investments were used for: (i) the restructuring of 23 stores in the existing network, extraordinary maintenance activities and other commercial activities relating to the existing network for approximately

20.8 million euros; (ii) the development of the Group network for 12.4 million euros, (iii) the development of new IT and digital transformation systems (approximately 5.9 million euros), (iv) increasing the efficiency of the distribution network and the implementation of a new reconditioning system for goods that the Group is building in Puglia (approximately 3.5 million euros) and (v) the maintenance of the Venice-Mestre headquarters and other miscellaneous group investments (approximately 1.0 million euros).

Investments made in the same period of 2024 amounted to 44.8 million euros, of which approximately 22.3 million euros were for restructuring and extraordinary maintenance, 7.4 million euros for the development of the sales network, and around 15.1 million euros for the modernisation of distribution processes, the implementation of IT systems and site maintenance.

At the Group level, the sales network comprised a total of 2,245 stores at 31 July 2025 (including the small-format stores) including 886 DOS (18 of which are abroad), 1,262 affiliated stores (394 of which are abroad) and 97 administered stores (73 of which are abroad).

In addition to these, since July, there have been 391 stores belonging to the newly acquired Goldenpoint, comprising 329 DOS and 62 affiliated stores (including 3 abroad).

Quantitative information and details of transactions with related parties during the first half of 2025 are provided in the Notes to the condensed consolidated half-year financial statements at 31 July 2025.

Pursuant to CONSOB Resolution no. 17221 of 12 March 2010, it is noted that during the first half of 2025, the Group did not enter into any major transactions with related parties or that had a material impact on the Group's financial position or result for the period.

Impacts of global conflicts and inflation on the Group's performance

As in the first six months of 2025 and the last two previous years, the period was also characterised by continuing macroeconomic phenomena following the outbreak of the Russian-Ukrainian conflict, which began more than 3 years ago, and the Middle East conflict that began in October 2023.

However, the half-year just ended is still set against a backdrop of adverse external factors: the disruption to the Suez Canal continues, resulting in longer shipping routes around Africa. All this in a climate where the clothing market is expected to contract again in 2025 (-2% vs. 2019 in nominal terms, -20% in real terms).

In this extremely difficult economic environment, the OVS Group's results in terms of sales and EBITDA were particularly strong for the first half of 2025.

Significant events during the first half of 2025

Despite the persistence of various uncertainties on both the geopolitical and economic fronts, characterised by a still high inflation rate and tensions over consumer purchasing power, the economic and financial results for the first half of the year were very satisfactory.

Among the other key events that characterised the first half of 2025, it should be noted that on 19 February an Extraordinary Shareholders' Meeting was convened to approve:

1. to cancel a number of treasury shares equal to 10% of the share capital, and

2. to grant a mandate to the Board of Directors to further cancel a number of treasury shares equal to at most 5.50% of the share capital.

Pursuant to the resolution of the Extraordinary Shareholders' Meeting of 19 February 2025, a total of 35,891,347 treasury shares were cancelled, of which 29,092,347 were cancelled at the Shareholders' Meeting and 6,799,000 by the Board of Directors on 1 April 2025, in implementation of the mandate granted.

On 28 March 2025, the OVS Group publicly opened the new technological innovation hub and multi-function centre which were part of the investment project launched in 2023 through the Planning Agreement for Large Companies in the Puglia Region. The project is now well under way, enabling the group to address significant challenges in the areas of digital transformation, artificial intelligence, cyber security and the circular economy.

The technology hub is developing projects with high digital content, with a particular focus on the use of innovative solutions for retail, while the multi-function centre has been operational since February and has already started recovering unsold garments. This centre is located in a leased property of approximately 15,000 sq.m. in the industrial area of Bari, and includes an innovative plant with a reconditioning capacity of 70,000 items of clothing per day, with the aim of reaching a total of 15 million reconditioned pieces in 2026.

The entire process has been designed to optimise internal flows within the centre including through the use of models based on smart automation technologies.

The implementation of this project is an important objective in the Group's development plan for digital innovation and sustainability. The creation of this technology hub has enabled the Group to begin welcoming new resources to join those already contributing to its digital transformation and innovation; at the same time, the multi-function centre for garment recovery is proving its potential in the circular economy.

The Puglia region continues to offer a dynamic industrial ecosystem with close ties to leading academic institutions such as the Politecnico di Bari, with which the OVS Group has an active partnership. This favourable context is contributing significantly to the success of the initiative by strengthening the entire Group's capacity for innovation.

On 30 May 2025, the Ordinary Shareholders' Meeting of the Parent Company, OVS S.p.A. approved the financial statements at 31 January 2025, also resolving to distribute an ordinary dividend of 0.11 euros per share for the financial year ended 31 January 2025. The detachment date for coupon no. 8 was 23 June 2025 and the payment date was 25 June 2025 (with a record date of 24 June 2025). Please see the consolidated statement of changes in shareholders' equity for further details.

The Ordinary Shareholders' Meeting also approved the renewal - subject to revocation for the part not executed, of the resolution passed by the Shareholders' Meeting of 24 January 2024 - authorising the purchase and disposal of treasury shares up to a maximum of 10% of the share capital, also taking into account the treasury shares held in portfolio by the Company and its subsidiaries. The authorisation was approved, in accordance with applicable legislation, for a maximum period of 18 months (i.e. until 30 November 2026).

Following the vote by the shareholders, on 6 June 2025, the Board of Directors of OVS resolved to launch, as of 9 June 2025, a share buyback programme for a maximum of €20 million, up to a maximum of 6 million shares, in execution of, and according to the methods, terms and conditions set out in, the resolution approved by the Shareholders' Meeting of 30 May 2025, the date of conclusion of the buy-back plan based on the previous authorising resolution of 24 January 2024.

On 3 July 2025, OVS S.p.A. completed the acquisition of the entire share capital of Goldenpoint S.p.A. following the sale by Gilfin S.r.l. of the remaining 97% of the share capital. For accounting purposes, the acquisition is reflected in the OVS Group's accounts from 1 July 2025.

This operation accelerated the acquisition of Goldenpoint by OVS compared with the agreements previously signed, which envisaged a gradual takeover in several phases up to 100% between 1 August 2026 and 31 July 2029. The rationale for the deal is to expedite growth in a segment in which OVS already has significant competencies and considerable market share due to sales in its own stores.

For further details, please refer to the Notes to the condensed consolidated half-year financial statements, and in particular section 3.3 "Business combinations".

It should be noted lastly that, as part of the authorisations to purchase treasury shares, most recently that approved by the Shareholders' Meeting on 30 May 2025, in implementation of the purchase programme

launched on 9 June 2025 (already subject to disclosure also pursuant to Article 144-bis of CONSOB Regulation 11971/99 and Article 132 of Legislative Decree no. 58/98), from 1 February 2025 to date, the Parent Company has purchased an additional 3,975,850 treasury shares, while it sold on the market 1,961,911 treasury shares following the exercise of options by certain Beneficiaries of the 2019-2022 Stock Option Plan and 1,371,941 treasury shares following the maturity of the first cycle of the 2022-2026 Performance Share Plan. At 17 September 2025, the Company therefore holds 10,959,112 treasury shares (equal to 4.297% of the share capital, broken down into 255,032,123 shares), while its subsidiaries do not hold any OVS shares.

There were no other significant events in the first half of 2025.

Incentive plans

It should be recalled that on 26 May 2015, the Shareholders' Meeting approved a stock option plan for the period 2015-2020, to be implemented through the granting of free stock options for ordinary newly issued shares of OVS S.p.A.. The Plan was reserved for directors who are also employees, executives with strategic responsibilities and/or other employees of OVS S.p.A. and its subsidiaries. The Plan was intended to create value for shareholders by improving long-term corporate performance and attracting and retaining staff who play a key role in the Group's development.

The Plan provided for the issue of up to 5,107,500 options, which will be granted free of charge to the Beneficiaries if certain performance targets are met, and confers on each of them the right to subscribe for 1 ordinary share of the Company for each option granted.

The above Shareholders' Meeting was also convened in an extraordinary session to resolve upon the proposal to give the Board of Directors, for a period of five years from the resolution date, the power to increase the share capital, pursuant to Article 2443 of the Italian Civil Code, in tranches, excluding option rights pursuant to Article 2441, paragraph 8, of the Italian Civil Code, for a maximum nominal amount of 35,000,000 euros, through the issue, in one or more tranches, of a maximum of 5,107,500 ordinary shares with no par value, to be reserved to the beneficiaries of the "2015-2020 Stock Option Plan", with the consequent amendment of Article 5 of the Articles of Association.

At 31 July 2025, all of the 2,724,963 option rights assigned pursuant to the "2015-2020 Stock Option Plan" were definitively cancelled as the exercise period of the rights in favour of the Beneficiaries expired on 8 June 2025.

It should also be noted that the Shareholders' Meeting of 31 May 2017 approved a further stock option plan, called the "Stock Option Plan 2017-2022", reserved for directors who are also employees, managers with strategic responsibilities and/or other employees of OVS S.p.A. and its subsidiaries, which may be implemented using (i) treasury shares purchased under the authorisation referred to in Article 2357 of the Italian Civil Code granted at any given time by the Shareholders' Meeting; (ii) or shares resulting from a capital increase resolved by the Board of Directors, after granting the Board a mandate to increase the share capital

pursuant to Article 2443 of the Italian Civil Code, in tranches, excluding option rights pursuant to Article 2441, paragraph 8, of the Italian Civil Code, for a maximum nominal amount of 4,080,000 euros, through the issue of a maximum of 4,080,000 newly issued ordinary shares of OVS, in one or more tranches, reserved to beneficiaries of the Stock Option Plan 2017-2022.

This Plan was also intended to create value for shareholders by improving long-term corporate performance and attracting staff who play a key role in the Group's development.

The Plan provided for the free allocation to each beneficiary of up to a total of 4,080,000 options, which give the right to subscribe or purchase ordinary shares of OVS in the ratio of 1 ordinary share for every 1 option exercised. The options matured when certain performance targets were met.

At 31 July 2025, 1,222,000 options had been granted under the "Stock Option Plan 2017-2022".

The Ordinary Shareholders' Meeting held on 31 May 2019 also approved, pursuant to Article 114-bis of the Consolidated Law on Finance, the adoption of an incentive plan called the "Stock Option Plan 2019-2022", to be implemented through the granting of free stock options for newly issued ordinary shares of OVS S.p.A.. The Plan was reserved for directors who are also employees, executives with strategic responsibilities and/or other employees of OVS S.p.A. and its subsidiaries pursuant to Article 93 of Legislative Decree no. 58 of 24 February 1998, which were identified by the Board of Directors, following consultation with the Appointments and Remuneration Committee, from among those who played a key role in achieving the Company's strategic objectives (hereinafter, the "Beneficiaries").

The Plan was intended to create value for shareholders by improving long-term corporate performance and by attracting and retaining personnel that play a key role in the Group's development, in order to align the interests of the Beneficiaries with those of the Group's shareholders.

Up to 5,000,000 options may be issued under the Plan, granted free of charge to the Beneficiaries. Each Beneficiary may exercise the options actually accrued on fulfilment of a condition of access to the Plan (gate) and a performance condition linked to a predefined value of three-year cumulative EBITDA. Each option confers on each Beneficiary the right to subscribe for 1 ordinary share of the Company for each option granted.

The exercise price of the shares is currently set at 1.52 euros.

At 31 July 2025, 141,382 option rights relating to the "Stock Option Plan 2019-2022" had not yet been exercised, due to the partial exercise of 4,544,797 rights (of which 1,961,911 exercised during the first half of 2025) and 113,821 cancelled in 2024.

With regard to the two plans still in place, it should be recalled that, in 2021, the dilutive effect of the capital increase in July 2021 had to be neutralised by adjusting the strike price and any access condition price (present only in the 2019-2022 Plan). The new values, calculated according to the formulas commonly used in similar situations, are therefore recalculated as follows:

Stock Option Plan

(amounts in euro)

Exercise price New exercise

price

2017-2022 Plan 6.39 5.26

2019-2022 Plan 1.85 1.72

The new strike prices indicated above are also further adjusted to neutralise the effects of the distribution of dividends in 2022, 2023, 2024 and 2025 (totalling €0.31 per ordinary share).

On 31 May 2022, the Ordinary Shareholders' Meeting approved, pursuant to Article 114-bis of the Consolidated Law on Finance, the adoption of a stock grant plan named the "2022 Performance Shares Plan" reserved for the Chief Executive Officer, Executives with Strategic Responsibilities, employees, contractors and consultants of OVS and its subsidiaries.

Finally, on 30 May 2024, the Ordinary Shareholders' Meeting approved, pursuant to Article 114-bis of the Consolidated Law on Finance, the adoption of a further stock grant plan called the "2024-2026 Performance Shares Plan" reserved for the Chief Executive Officer, Executives with Strategic Responsibilities, employees, contractors and consultants of OVS and its subsidiaries.

For more information on the aforementioned incentive plan, see note 7.27 in the notes to this document and the specific documentation relating to the respective Shareholders' Meetings, which is available on the corporate website.

For the characteristics of all the plans, see the reports of the Board of Directors and the information documents, pursuant to Article 84-bis of CONSOB Regulation no. 11971/1999, which are available in the Governance/Shareholders' Meeting section of the Company website at https://www.ovscorporate.it.

Shares held by directors, statutory auditors and executives with strategic responsibilities

For information on the Shares held by Directors, Statutory Auditors and Managers with strategic responsibilities, please refer to the Remuneration Report, prepared in accordance with Article 123-ter of the Consolidated Law on Finance, pursuant to Article 84-quater and Annex 3A, Schedule 7-bis of CONSOB Regulation no. 11971/1999 as subsequently amended (the "Issuers' Regulation") and Article 6 of the Corporate Governance Code, which can be viewed in the Governance/Shareholders' Meeting section of the Company website at https://www.ovscorporate.it.