Financial statements at 31 december 2024

registered office in Collegno, via Italia 4

authorized share capital € 1,456,292.90 of which € 1,445,455.40 subscribed and paid up listed with the Turin Company Register no. 10072750010 tax code

R.E.A. no. 1103664

CONTENTS

INTRODUCTION 5

COMPANY OVERVIEW 5

COMPOSITION OF CORPORATE BODIES 6

NOTICE OF CALL OF ORDINARY SHAREHOLDERS' MEETING 7

LETTER TO SHAREHOLDERS AND STAKEHOLDERS 13

SHAREHOLDER BASE 16

PATTERN GROUP AND ITS HISTORY 17

PATTERN GROUP IN FIGURES: 2024 HIGHLIGHTS 19

CORPORATE STRUCTURE OF THE GROUP 20

PATTERN SHARE PERFORMANCE IN 2024 21

DIRECTORS' REPORT ON OPERATIONS AT 31 DECEMBER 2024 23

MARKET SCENARIO AND RESULTS 24

OUTLOOK FOR NEXT YEAR 24

SIGNIFICANT EVENTS IN THE PERIOD 25

GROUP CAPITAL EXPENDITURE 29

GROUP OPERATING AND FINANCIAL SITUATION 30

OPERATING AND FINANCIAL SITUATION OF PATTERN SPA 43

ACTIVITIES CARRIED OUT THROUGH SUBSIDIARIES; DEALINGS WITH SUBSIDIARIES, ASSOCIATES, PARENTS AND "AFFILIATES" 49

MAIN RISKS AND UNCERTAINTIES TO WHICH THE GROUP IS EXPOSED 51

ENVIRONMENTAL IMPACT OF OPERATIONS 53

EMPLOYEES AND IT SYSTEMS 54

RESEARCH AND DEVELOPMENT 56

TREASURY SHARES AND SHARES OF PARENT COMPANIES 57

FINANCIAL DERIVATIVES 57

BRANCH OFFICES 57

INTRAGROUP AND RELATED PARTY TRANSACTIONS 57

CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2024 58

Consolidated statement of financial position 59

Consolidated income statement 63

Consolidated statement of cash flows, indirect method 65

ACQUISITION OF INVESTMENTS IN SUBSIDIARIES 67

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31/12/2024 68

FOREWORD 68

CONSOLIDATION SCOPE 68

1. CONSOLIDATION METHODS 72

2. PREPARATION STANDARDS 72

3. VALUATION CRITERIA 74

4. ANALYSIS OF AND COMMENTS ON THE MAIN ITEMS OF THE CONSOLIDATED FINANCIAL STATEMENTS 85

   STATEMENT OF FINANCIAL POSITION 85

   ASSETS 85

   LIABILITIES 99

   INCOME STATEMENT 108

5. OTHER INFORMATION 113

HEADCOUNT 113

FEES TO THE DIRECTORS AND STATUTORY AUDITORS 113

FEES TO THE INDEPENDENT AUDITORS 114

GUARANTEES, COMMITMENTS AND CONTINGENT LIABILITIES 114

TRANSACTIONS WITH RELATED PARTIES 115

AGREEMENTS NOT RESULTING FROM THE STATEMENT OF FINANCIAL POSITION 115

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD OF THE CONSOLIDATED FINANCIAL STATEMENTS 116

OUTLOOK FOR THE YEAR 116

FINANCIAL DERIVATIVES PURSUANT TO ARTICLE 2427-BIS OF THE ITALIAN CIVIL CODE 116

ANNEXES TO THE CONSOLIDATED FINANCIAL STATEMENTS 118

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (ANNEX A) 118

RECONCILIATION BETWEEN PARENT COMPANY EQUITY AND RESULTS AND CONSOLIDATED EQUITY AND RESULTS (ANNEX B) 119

FINANCIAL STATEMENTS AT 31 DECEMBER 2024 120

STATEMENT OF FINANCIAL POSITION 121

INCOME STATEMENT 124

STATEMENT OF CASH FLOWS, INDIRECT METHOD 126

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS AT 31/12/2024 128

FOREWORD 128

PART I: GENERAL PRINCIPLES 129

PART II: PREPARATION STANDARDS OF THE FINANCIAL STATEMENTS 129

PART III: ACCOUNTING AND VALUATION CRITERIA 131

PART IV: REVIEW OF INDIVIDUAL ITEMS 140

NOTES - ASSETS 140

NOTES - LIABILITIES AND EQUITY 154

NOTES, INCOME STATEMENT 164

PART V: ADDITIONAL INFORMATION 172

HEADCOUNT 172

FEES, ADVANCES AND RECEIVABLES GRANTED TO DIRECTORS AND STATUTORY AUDITORS AND COMMITMENTS UNDERTAKEN ON THEIR BEHALF 172

FEES TO THE AUDITOR OR TO THE INDEPENDENT AUDITORS 173

CATEGORIES OF SHARES ISSUED BY THE COMPANY 173

SECURITIES ISSUED BY THE COMPANY 173

DETAILS OF OTHER FINANCIAL INSTRUMENTS ISSUED BY THE COMPANY 173

COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES NOT RESULTING FROM THE STATEMENT OF FINANCIAL POSITION 174

ASSETS AND LOANS ALLOCATED FOR A SPECIFIC TRANSACTION 174

TRANSACTIONS WITH RELATED PARTIES 174

AGREEMENTS NOT RESULTING FROM THE STATEMENT OF FINANCIAL POSITION 175

SIGNIFICANT EVENTS AFTER YEAR END 176

ENTITIES THAT PREPARE THE FINANCIAL STATEMENTS OF THE LARGER/SMALLER BODY OF ENTITIES THEY ARE PART OF AS SUBSIDIARIES 176

Reclassified statement of financial position 176

FINANCIAL DERIVATIVES PURSUANT TO ARTICLE 2427-BIS OF THE ITALIAN CIVIL CODE 177

SUMMARY OF THE FINANCIAL STATEMENTS OF THE COMPANY EXERCISING DIRECTION AND COORDINATION 178

INFORMATION PURSUANT TO ARTICLE 1, PARAGRAPH 125, OF LAW NO. 124 OF 4 AUGUST 2017 179

PROPOSED ALLOCATION OF PROFIT OR COVERAGE OF LOSSES 179

NOTES - CLOSING SECTION 180

BOARD OF STATUTORY AUDITORS' REPORT

INDEPENDENT AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT ON THE FINANCIAL STATEMENTS

Registered office

registered office in via Italia 4 10093 - Collegno (TO) - Italy Tel. 011/4531597

Legal information

Joint stock company listed on Euronext Growth Milan

Authorized share capital € 1,456,292.90 of which € 1,445,455.40 subscribed and paid up Tax code, VAT no. and registration number with the Turin Company Register: 10072750010

R.E.A. of Turin no. 1103664

Direction and coordination:

BO.MA. Holding S.r.l.

Registered office in Corso Re Umberto 8 10122 - Turin (TO) - Italy

Tax Code and VAT number 12067380019

Luca Sburlati Chief Executive Officer Stefano Casini

Simonetta Cavasin Claudio Delunas Franca Di Carlo Diego Dirutigliano Emilio Paolucci

Lucia Margherita Calista Rota Standing Auditor Riccardo Cantino Standing Auditor

Valerio Brescia Alternate Auditor

Roberto Gobetto Alternate Auditor

DURATION

1. The Board of Directors and the Board of Statutory Auditors were appointed by a resolution of the Shareholders' Meeting held on 28 April 2022 for three financial years, and will therefore expire with the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2024.

2. The Independent Auditors' statutory audit assignment was granted by a resolution of the Shareholders' Meeting of 7 May 2024 for three financial years, and will therefore expire with the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2026.

The Ordinary Shareholders' Meeting of Pattern S.p.A. is convened in first call on 28 April 2025, at 11:00 a.m., at the registered office in Collegno (TO), Via Italia 4, and, if necessary, in second call on 5 May 2025, at the same time and place, with the following:

Agenda

1. Approval of the financial statements at 31 December 2024; relevant resolutions.

2. Allocation of the result for the year; relevant and ensuing resolutions.

3. Appointment of the Board of Directors:

   1. determination of the number of members;

   2. determination of the term of office;

   3. appointment of the directors;

   4. appointment of the Chairman of the Board of Directors;

   5. determination of the Board of Directors' fees.

4. Appointment of the Board of Statutory Auditors:

   1. appointment of the members of the Board of Statutory Auditors and its Chairman;

   2. determination of the Board of Statutory Auditors' fees.

5. Authorization to purchase and dispose of treasury shares, subject to revocation of the authorization resolution passed by the Shareholders' Meeting on 7 May 2024; relevant and ensuing resolutions.

Share capital

As of today's date, the subscribed and paid-up share capital amounts to € 1,445,455.40, represented by no. 14,454,554 ordinary shares with no indication of par value.

Each ordinary share entitles the holder to one vote. To date, the Company does not hold any treasury shares.

Participation in the Shareholders' Meeting

Pursuant to Article 83-sexies of Leg. Decr. no. 58/1998 ("TUF"), those from whom the Company has received notice through an authorized intermediary, based on the accounting records at the end of the 7° (seventh) trading day prior to the date of the Meeting (15 April 2025 - record date), are entitled to attend the Shareholders' Meeting and exercise their voting right exclusively through the Appointed Representative, as indicated below. Credit and debit entries made on the accounts after such date are not relevant for the purposes of entitlement to exercise voting rights at the Shareholders' Meeting.

Pursuant to Article 83-sexies, paragraph 4, of the TUF, notices from intermediaries shall be received by the Company by the end of the 3° (third) trading day prior to the date set for the Shareholders' Meeting, i.e. by 23 April 2025. This does not affect the entitlement to attend and to exercise voting rights in the case where notices are received by the Company after such term, provided that this is made before the beginning of the Shareholders' Meeting in first call.

Participation of the directors, the statutory auditors, the notary, the representative of the independent auditors and the Appointed Representative shall also take place, if necessary, by means of telecommunication, in compliance with the applicable provisions in force.

Granting of proxies to the Appointed Representative

Pursuant to Article 9.3 of the Bylaws, the attendance of shareholders at the Shareholders' Meeting and the exercise of voting rights are allowed exclusively through the Appointed Representative of the Company pursuant to Article 135-undecies.1, paragraph 1, of the TUF, without physical participation of the entitled persons.

The Company has designated Computershare S.p.A., headquartered in Milan (the "Appointed Representative"), as its Appointed Representative.

The proxy to the Appointed Representative can be granted - without any cost for the delegating party (except for possible delivery costs) - with voting instructions on all or some of the proposals on the agenda, by signing the specific proxy form available, together with the related filling and submission instructions, on the Company website (at www.patterngroup.it, Investor Relations section).

The proxy with the voting instructions shall be sent - by using the methods specified in the form, together with a copy of a currently valid identity document of the delegating party or, if the delegating party is a legal person, of the pro tempore legal representative or of another party with appropriate powers, together with appropriate documents proving his/her qualification and powers - to the abovementioned Appointed Representative by the end of the 2° (second) trading day prior to the date of the Shareholders' Meeting in first call (i.e. by 24 April 2025, or, if in second call, by 30 April 2025).

Within the abovementioned time limits, the proxy and the voting instructions may always be revoked in the manner specified above.

Mention should be made that the shares for which the proxy has been granted, even partly, are counted for the purpose of duly constituting the Shareholders' Meeting. The proxy shall have no effect on the proposals for which no voting instructions have been given.

As permitted by Article 135-undecies.1, paragraph 1, of the TUF and Article 9.3 of the Bylaws, as an exception to Article 135-undecies, paragraph 4, of the TUF, those who do not intend to make use of the participation procedure under Article 135-undecies of the TUF, may alternatively participate by granting the Appointed Representative a proxy or sub-proxy pursuant to Article 135-novies of the TUF, containing voting instructions on all or some of the proposals on the agenda, at no cost for the delegating party (except for any delivery costs), within the terms and by using the same proxy form as above, available on the Company website (at www.patterngroup.it, Investor Relations section).

To grant and notify proxies or sub-proxies, also through electronic means, the procedures indicated in the proxy form shall be followed. The proxy and voting instructions may always be revoked within the specified time limit according to the abovementioned manners.

A proxy/sub-proxy so granted shall have no effect on the proposals for which no voting instructions have been given.

For any clarification concerning the granting of the proxy to the Appointed Representative (and, in particular, on completion of the proxy/sub-proxy form and the voting instructions, as well as their notification), contact Computershare S.p.A. by e-mail at sedeto@computershare.it or with the following phone number (+39) 011 0923200 (on business days from 9:00 am to 5:00 pm).

Appointment of the Board of Directors

Under the Bylaws, the Board of Directors is appointed on the basis of lists of candidates.

The relevant rules and procedures, as well as the required accompanying documentation, are set out in Article 10.2 of the Bylaws currently in force, which are published on the Company website (https://www.patterngroup.it).

The lists of candidates shall be filed, together with the related documents, at the registered office no later than 1.00 pm of the 10° (tenth) day prior to the date of the first call (i.e. no later than 1.00 pm of 18 April 2025). Filings shall be made by registered letter with return receipt addressed to Pattern S.p.A., Via Italia 4, 10093 Collegno (TO), Administration Office, or by certified e-mail to patterntorino@legalmail.it.

In compliance with the provisions contained in the Bylaws, lists may be submitted by the holders of shares who, at the time of submitting the list, hold, individually or jointly, an interest equal to at least 5% of the share capital subscribed at the time the list is submitted. Notice of the interest shall be submitted by the intermediary concurrent to filing of the lists.

At least one of the members of the Board of Directors shall meet the independence requirements pursuant to Article 148, paragraph 3, of the TUF, as referred to in Article 147-ter, paragraph 4, of the TUF.

The candidate indicated in the list with number order 1 shall meet the independence requirements indicated above.

The lists and the documents relating to the candidates are made publicly available at the registered office and on the Company website (https://www.patterngroup.it, Investor Relations section) at least 5 days before the Shareholders' Meeting (i.e. by 23 April 2025).

Appointment of the Board of Statutory Auditors

Under the Bylaws, the Board of Statutory Auditors is appointed on the basis of lists of candidates.

The relevant rules and procedures, as well as the required accompanying documentation, are set out in Article 12 of the Bylaws currently in force, which are published on the Company website (https://www.patterngroup.it).

The lists of candidates shall be filed, together with the related documents, at the registered office no later than 1.00 pm of the 10° (tenth) day prior to the date of the first call (i.e. by 1.00 pm of 18 April 2025). Filings shall be made by registered letter with return receipt addressed to Pattern S.p.A., Via Italia 4, 10093 Collegno (TO), Administration Office, or by certified e-mail to patterntorino@legalmail.it.

In compliance with the provisions contained in the Bylaws, lists may be submitted by the holders of shares who, at the time of submitting the list, hold, individually or jointly, an interest equal to at least 5% of the share capital subscribed at the time the list is submitted. Notice of the interest shall be submitted by the intermediary concurrent to filing of the lists.

The lists and the documents relating to the candidates are made publicly available at the registered office and on the Company website (https://www.patterngroup.it, Investor Relations section) at least 5 days before the Shareholders' Meeting (i.e. by 23 April 2025).

Right to submit questions on agenda items

In view of the circumstance that attendance at the Shareholders' Meeting by those entitled to attend may be made exclusively through the Appointed Representative, any questions on the items on the agenda may be submitted to the Company by the 7° (seventh) trading day prior to the Shareholders' Meeting, i.e., by 15 April 2025, to the certified e-mail address patterntorino@legalmail.it.

‌Questions shall be accompanied by information on the identity of the shareholders and appropriate certification issued by the intermediaries with whom the shares owned by the shareholder are filed or, alternatively, the same notice required for participation in the meeting proceedings.

In order to enable those entitled to vote to cast their votes through the Appointed Representative also taking into account the feedback provided by the Company to these questions, the answers will be provided by the Company no later than 23 April 2025 through publication on the Company website (https://www.patterngroup.it, Investor Relations section), with the Company entitled to provide a unified response to questions having the same content. The Company shall not consider questions received that are not strictly relevant to the items placed on the agenda of the Shareholders' Meeting.

Documentation

Documents related to the items on the agenda of the Shareholders' Meeting are publicly available at the Company's registered office and on the Company website (https://www.patterngroup.it, Investor Relations section) as well as on the Borsa Italiana website (https://www.borsaitaliana.it, Azioni/Documenti section). This notice is published in the daily newspaper Milano Finanza, as well as on the Company website.

Collegno (TO), 11 April 2025

For the Board of Directors The Chairman Fulvio Botto

Shareholders and Stakeholders,

We hereby present the financial statements of Pattern Spa at 31 December 2024, which consist of the "Statement of Financial Position", the "Income Statement", the "Statement of Cash Flows" and the "Notes to the Financial Statements".

The financial statements were prepared in strict compliance with current legislation, with particular regard to their content and valuation criteria; as for the "Statement of Financial Position", the "Income Statement" and the "Statement of Cash Flows", the comparison pursuant to Article 2423-ter, paragraph V, of the Italian Civil Code, with prior year-end figures, facilitates the reading and understanding of the individual items.

As allowed by Article 40, paragraph 2 bis, of Leg. Decr. no. 127 of 9 April 1991, the Parent Company prepared the Directors' Report on Operations as the sole document for both the Financial Statements of Pattern Spa and the Group's Consolidated Financial Statements.

The Directors' Report on Operations was prepared in accordance with the provisions of Article 2428 of the Italian Civil Code. It contains a fair, balanced and comprehensive analysis of the Group's standing, and of the performance and result of operations; the report contains, inter alia, the business outlook, as well as, where appropriate, the main risks/uncertainties to which the Group is exposed, as well as information regarding the environment, employees and information systems, research and development and the use of financial instruments.

The operating and financial situation is shown separately with specific statements for the Group and for Pattern Spa.

2024 was a crucial year for our Group.

Firstly, it was the first year after the disposal to Burberry of a business unit of the parent company Pattern, which in 2023, over a limited 9-month period, contributed € 19.2 million to revenue. Secondly, Pattern Group completed its largest acquisition ever - Umbria Verde Mattioli in the knitwear segment - valued at € 20 million, including € 11 million in cash and € 9 million for the 10% stake in Società Manifattura Tessile, Pattern's 80% subsidiary that made the acquisition.

After this transaction, Pattern's stake remained unchanged at 80%, thanks to the acquisition of an 8% stake from the other minority shareholder, Camer Srl.

In the second half of the year, construction began on Pattern's new headquarters, which will also serve as the Group Headquarters. This investment, made against market forecasts for 2025, demonstrates Pattern's confidence in its growth path and solid financial situation, despite significant expenditure clustered within a few years.

At 31 December 2024, our Group recorded the following figures:

• Value of production € 126.5 million (€ 145.6 million in 2023).

• EBITDA € 13.1 million (€ 18.8 million last year).

• Net profit for the year amounted to € 395 thousand, while the Group's share was negative by

  just under € 1 million (in 2023, these figures were positive at € 23.4 million and € 21.1 million, respectively).

• Total expenditure of € 18.8 million versus € 19.4 million last year.

• Net financial position at negative € 14.4 million (positive € 0.6 million at 31.12.2023).

The above extraordinary transactions make the operating results not entirely comparable, since the 2024 figures no longer include the Burberry unit and, at the same time, consolidate six months of the second half of Umbria Verde Mattioli.

Specifically, at the profit/loss level, the 2023 profit benefited from a gain on the disposal of the business unit, amounting - net of directly incurred costs - to over € 19 million. In contrast, the 2024 result was negatively impacted by the write-down of the residual value of Pattern's investment in Dyloan Bond Factory, which weighed € 2.3 million at the consolidated level on both the year's result and the Group's share.

Below is the calculation of adjusted net profit to more fairly reflect the performance of the Group companies as a whole.

The write-down of the investment in Dyloan Bond Factory heavily impacted Pattern Spa's results, which closed with a loss of € 3.3 million. Without the write-down of the investment in Dyloan Bond Factory, totaling € 5.9 million, the result would have been a positive € 2.6 million.

The year's performance was positive for all companies in the knitwear segment and Pattern, while Dyloan Bond Factory (clothing) and Idee (leather goods) performed negatively, each for different reasons. The former is undergoing a major reorganization amid a market environment more negative than expected. The latter reflects the fact that the crisis in the luxury market has hit this sector especially hard.

Overall, the Group's performance was positive from an operating and financial standpoint, despite a slower second half versus the first, especially versus the market and some competitors.

This results from two factors: the relationship with top luxury brands, which outperform the market, and the focus on growth in knitwear, the most resilient and higher-margin segment.

These factors, together with expenditure made (approximately € 58 million in the last three years) and

‌planned for 2025, lead us to start the new year confident in our strengths, summarized as "know how", despite a market less dynamic than before, yet still rich and important.

Additionally, the Group maintains a relatively low level of debt and strong financial and capital strength, crucial in challenging market phases to sustain sales and margin reductions. At the same time, this strength enables seizing opportunities that may arise for exploitation in the next phase of market recovery or consolidation.

The Board of Directors of Pattern Spa will propose the Shareholders' Meeting to carry forward the loss for the year of € 3,341,201 .

The Chairman The Chief Executive Officer

Fulvio Botto Luca Sburlati

The Company's share capital stands at € 1,456,292.90 of which € 1,445,455.40 subscribed and paid up, for a total of 14,454,554 ordinary shares with no par value.

To date, based on available information, Pattern's shareholder base is as follows.

Pattern was established at the end of the year 2000 by Fulvio Botto and Francesco Martorella, who decided to set up a company active in clothing engineering, leveraging on their previous wealth of experience working with national and international fashion houses.

In 2009, the new factory in Collegno/Turin was inaugurated, and in 2011, a production line was acquired to meet the growing demand for prototypes and small-scale productions to be handled in-house.

In 2013, Pattern became the first Italian packaging company to obtain the SA8000 International Social Accountability Certification, awarded thanks to the implementation of internal processes in line with the principles of environmental protection and safety in the management of internal human resources and the supply chain.

In July 2014, Pattern acquired the Esemplare brand, specialized in functional menswear, which became the only brand owned by the company. Over the years, the brand evolved from a simple business venture into an engineering space for experimenting with new fabrics and innovative packaging techniques.

In 2016, Pattern published its first GRI Sustainability Report, the only company among SMEs in the textile/clothing industry, and was chosen to join the Elite program of Borsa Italiana. This activity paved the way for its listing, which took place in 2019.

In 2017, Pattern acquired Roscini Atelier, marking the first significant step in the diversification process, which intensified after the listing and continues to this day. The acquisition of Roscini has significantly enabled entry into women's collections and expanded business relationships with several top luxury clients.

In 2018, Pattern obtained the Elite Certification from Borsa Italiana and launched the "From Red to Green Carpet" project, whose goal is to transform the company by making it sustainable and with zero impact on the environment by 2023.

In 2019, following its listing on the Euronext Growth Milan market of Borsa Italiana, Pattern announced the entry of knitwear manufacturer S.M.T. (Società Manifattura Tessile) into the Group, a historic Emilia-based company specialized in the prototyping and production of luxury knitwear.

In 2021, the Group completed the acquisition of a majority stake in Idee Partners, a Tuscan company specialized in product development, engineering and production in the luxury leather goods segment, which in turn includes Petri & Lombardi, a time-honoured leather goods company from Florence.

2022 was again a year of strong growth: to start with, Zanni from Reggio Emilia, a benchmark in Wholegarment (seamless) knitwear processing, followed by RGB, a specialist from Tuscany in the production and processing of leather accessories. Later that same year, the company acquired a majority stake in Dyloan Bond Factory, a manufacturing hub based in Abruzzo and specialized in semi-finished and finished products and a leader in innovative and R&D technologies applied to luxury.

In early 2023, the knitting mill Nuova Nicol Srl, located near Bologna, was acquired, followed by the acquisition of the entire share capital of Dyloan Bond Factory at midyear. On 2 October, the Collegno business unit serving the same client was sold to Burberry. Several corporate simplification operations

were carried out during the year, aimed at improving the overall management of the Group. Specifically: the two leather companies acquired by Idee Partners (Petri & Lombardi and Idee) were incorporated into the latter, while Zanni was incorporated into the parent company S.M.T..

The Group's external growth continued in 2024 with the acquisition of 100% of Umbria Verde Mattioli, a long-standing knitting mill near Perugia, known for its specialization in thin and super thin knitwear.

Today, Pattern Group is a leading international player in the engineering and production of luxury goods across the following product categories: men's and women's lines, clothing and accessories, stationary fabric, knitwear, and leather goods. The activities undertaken always begin with the research and engineering phase, followed by production. They are implemented on ten production sites.

Technology and Innovation, ESG, Human Knowledge remain at the core of the Group as the signature values of each company and will continue to guide the Group's future.

PATTERN

Spa

MTD - Manifatture Tessili Double Srl

S.M.T. - SOCIETA' MANIFATTURA

TESSILE Spa

IDEE PARTNERS

Srl

DYLOAN BOND FACTORY

Srl

NUOVA NICOL Srl UMBRIA VERDE MATTIOLI Srl

The setup of the Group hinges on a model that envisions a holding company - Pattern Spa - based in Collegno and active in the engineering and production of menswear and womenswear, five subsidiaries and an associate.

Pattern controls 100% of Dyloan Bond Factory, it too a clothing company based in Chieti.

Società Manifattura Tessile, based in Correggio (Reggio Emilia), is owned 80% by Pattern and leads the knitwear segment. It holds 100% of Nuova Nicol and the newly-acquired Umbria Verde Mattioli.

Idee Partners, 52.92% owned, is the company based in the Scandicci district operating in the leather accessories segment.

Pattern also holds 24% of Manifatture Tessili Double (MTD), based in Santeramo in Colle/Bari and operating in the clothing segment.

Pattern's share price at 30 December 2024, the last trading day of the period, reached € 4.84 per share, with a market capitalization of € 69 million.

This indicates a 23.17% drop from the price of € 6.30 per share recorded at the beginning of the year on 2 January 2024, with average daily volumes traded in the period of approximately 5,321 shares.

The average price in 2024 was € 5.92 per share, while the period low of € 4.60 per share was recorded on 20 December 2024.

The following chart shows the price and volume trends for the Pattern share in 2024.

Below is the half-year performance, showing that in the second half alone the share price fell by over 20%, from € 6.10 (1 July 2024) to € 4.84.

I half

II half

PATTERN SPA

Direction and Coordination pursuant to Article 2497 of the Italian Civil Code: BO.MA. Holding Srl

registered office in Collegno, via Italia 4

authorized share capital € 1,456,292.90 of which € 1,445,455.40 subscribed and paid up listed with the Turin Company Register no. 10072750010 tax code

R.E.A. no. 1103664

Amid a complex geopolitical backdrop and a sharply contracting Chinese market, Pattern Group's 2024 results slightly exceeded expectations, despite some product categories (leather goods) posting sharply declining results, a trend starting in last quarter 2023.

The results appear even more "resilient" given what many brands and companies in our industry report. According to statistics, the "made in Italy" textile, clothing, and leather goods market contracted from approximately € 104 billion in 2023 to approximately € 90 billion in 2024, a net loss of around 15%. This is the second-largest industry decline after automotive in the last two years.

Within our Group, the decrease in the leather goods segment was offset by strong turnover growth in knitwear, further boosted by the July 2024 acquisition of Umbria Verde Mattioli and a significant presence in Ready To Wear.

This was attributable to two factors:

1. a customer mix still performing well;

2. customers' willingness to invest in innovation and new product development to present new and updated offerings in the markets.

Thus, the strategy of focusing acquisitions on companies emphasizing design and engineering capabilities, not just production, proved successful. Product innovation guarantees us know-how highly valued by customers in market times marked by uncertainty and novelty seeking.

Another significant factor impacting the 2024 results was the October 2023 disposal of part of the Turin plant to Burberry, which, considering this Group's later decisions, proved wise; had the transaction not closed, it would have negatively affected the year.

The commitment to enhancing industrial synergy among the companies continued, with the creation of specialized Operating Hubs whose geographical proximity proved a sound choice, both logistically and organizationally. This positively boosted staff operational synergies and internal restructuring, particularly in the Leather Goods Hub.

Lastly, investment in technology, through DHouse and Dyloan Bond Factory, charts the path toward a more "sustainable" future via "circular engineering" technologies and innovative production methods. The partnership with about ten major international companies partnering with D-House aligns precisely with this path. Dyloan Bond Factory's performance, still operationally negative, required a full management change during the year and ongoing restructuring to restore operating balance to the Abruzzo-based innovation and production hub.

The mix of these factors and the consistently consistent choices made by the IPO resulted in a good year, with margins clearly affected by complex price negotiations, unlike in the past, due to lower volumes and competition squeezed by real survival requirements. Demonstrating the unique nature of the situation, the decision was made not to work with certain customers proposing unaffordable prices.

The year 2025 appears even more complex due to uncertainty from the ongoing conflict and U.S. trade policies, generating serious uncertainty in our industry and formerly resilient retail markets, including North America.

Tariffs could further reduce volumes and indirectly squeeze margins as brands push to lower supply prices. Thus, the current year appears to be one of the most challenging years to manage for the entire Luxury industry.

In this scenario, the gap will widen between top luxury - valuing product quality over time - and fashion luxury, focused more on aesthetics, creating potential opportunities for intermediate brands with correct price positioning.

We expect further volume contraction and margin pressure in a transition year that will lead to more business closures, as was the case in 2024 when the net balance of companies born versus closed was negative by over 1500.

China, an extraordinary target market for luxury, is changing its paradigm. Like other manufacturing sectors once dominated by European and Western products, the strategy is to grow domestic brands (unknown in Europe) and de-emphasize "Western values". Therefore, we do not expect a strong recovery of this market in the short term, which may extend for several years. Our Group will continue to work with a mix of customers increasingly placed at the peak of the market pyramid, who, as noted earlier, assign lasting value to their products.

We anticipate a very weak first half of the year with results likely improving slightly in the second half under the same conditions. Group policy in M&A will continue if "exceptional" and robust companies focused on product development are identified, with entrepreneurs willing to engage in the project as described above, while - as in the past - we will avoid speculative decisions.

Meeting of the Board of Directors of Pattern Spa for the review of certain preliminary consolidated figures for 2023

On 8 February, the company's Board of Directors met to review the following preliminary consolidated figures for 2023: revenue from sales, capital expenditure, and net financial position.

Appointment of Invest Italy Sim as Euronext Growth Advisor

At the same meeting on 8 February, the Board of Directors of Pattern Spa appointed Invest Italy Sim Spa as the new Euronext Growth Advisor, effective March, following the mutual termination of the relationship with Cfo Sim Spa.

Meeting of the Board of Directors of Pattern Spa for the approval of the draft financial statements and the consolidated financial statements at 31 December 2023

The meeting of the Board of Directors for the approval of the draft financial statements and the consolidated financial statements at 31 December 2023 was called on 27 March.

At this meeting, the Company's Shareholders' Meeting was called on 28 April in first call and 7 May in second call.

Allocation of no. 50,000 new shares to the Chief Executive Officer

On 27 March again, the company's Board of Directors assessed the achievement of the Group's value creation goals as set out in the 2023-2025 Stock Grant Plan, approved at the Shareholders' Meeting held on 6 December 2023. As a result, no. 50,000 newly-issued ordinary shares related to the first tranche of the Plan were allocated to CEO Luca Sburlati.

Notice of change in the share capital

On 15 April, the new composition of the share capital resulting from the allocation of no. 50,000 ordinary shares following the CEO's exercise of no. 50,000 rights related to the first tranche of the 2023-2025 Stock Grant Plan was announced. As a result of this change, the new subscribed share capital became € 1,441,292.90, for a total of no. 14,412,929 shares.

Ordinary Shareholders' Meeting of 7 May 2024

The Ordinary Shareholders' Meeting met in second call on 7 May to approve the financial statements at 31 December 2023, and to allocate profit for the year, fully setting it aside.

The Shareholders' Meeting, according to the agenda, also:

• confirmed Franca Di Carlo as a director of the company, until expiration of the current Board of Directors, that is, upon approval of the financial statements for the year ending 31 December 2024. Franca Di Carlo had been co-opted to the board on 8 February, following the resignation submitted in January by board member Innocenzo Tamborrini;

• confirmed Riccardo Cantino as the company's auditor, appointed at the beginning of the year to replace the late Lucia Starola;

• appointed PricewaterhouseCoopers S.p.A. as the Independent Auditors for the three-year period 2024-2026;

• renewed the authorization to purchase and dispose of treasury shares for a period of 18 months up to a maximum of treasury shares not to exceed 10% of the share capital.

Signing of the investment agreement for the acquisition of Umbria Verde Mattioli Srl

On 30 May, a binding investment agreement ("Investment Agreement") was signed for the acquisition, through the subsidiary S.M.T. Srl, of 100% of Umbria Verde Mattioli Srl, an Umbrian company specializing in the production, processing, and marketing of luxury knitwear.

The agreed price was € 20 million, including € 11 million in cash. Payment of the latter was established as follows: € 8 million at the closing date, € 1 million per year for the subsequent three-year period 2025-2027, on condition that the selling partners (Leonardo and Simone Mattioli) remain on the board of the acquiree.

The non-cash portion, amounting to € 9 million, generated a credit to the selling shareholders, who committed - at the time of the closing - to subscribe to a share capital increase in S.M.T. for the same amount, in order to hold 10% of the company at the end of this process.

Shareholders' agreements were signed with the selling shareholders and Camer Srl regarding the management of S.M.T. and the recognition of a put & call option after five years from the closing date.

Leonardo and Simone Mattioli were confirmed as managing directors of Umbria Verde.

Signing of the investment agreement for the acquisition by Pattern of 8% of S.M.T.

Under the agreements signed for the acquisition of Umbria Verde, on the same date, i.e., 30 May, a binding agreement was signed with Camer Srl, which owned 20% of S.M.T., for the acquisition of 8% of the latter company.

Following the entry of Umbria Verde's selling partners into the share capital of S.M.T., Pattern Spa's investment in S.M.T. would have fallen from 80% to 72%. The acquisition of the above 8% from Camer allowed Pattern to retain the same 80% stake.

The acquisition price was set at € 6.2 million, including € 1.2 million at closing. For the remaining € 5 million, a payment of € 1 million per year was stipulated for five years, starting from end 2025.

Acquisition of 100% of Umbria Verde Mattioli and 8% of S.M.T.

On 12 June, the above investment agreements were executed, finalizing the acquisition of 100% of Umbria Verde Mattioli by S.M.T. and 8% of S.M.T. by Pattern.

Meeting of the Board of Directors of Pattern Spa for the approval of the consolidated half-year report at 30 June 2024

The meeting of the Board of Directors to approve the draft consolidated half-year report at 30 June 2024 was held on 25 September.

Conversion of Società Manifattura Tessile into a joint-stock company

On 23 October, the Extraordinary Shareholders' Meeting of Società Manifattura Tessile resolved: a) to increase the share capital from € 1.1 million to € 2.5 million free of charge; b) to convert the company into a joint-stock company, approving a new text of the Bylaws.

Extraordinary Shareholders' Meeting on 26 November 2024

The Shareholders' Meeting met in first call on 26 November in extraordinary session to amend the Bylaws.

Specifically, the following articles were amended: art. 6.4 (Transferability of shares and rights), art. 9.3

(Participation and voting), art. 9.4 (Chairmanship and secretariat), art. 9.5 (Constitution and resolutions), art. 10.9 (Chairmanship of meetings), art. 10.10 (Constitution of meetings and Board resolutions), art. 12 (Board of Statutory Auditors).

These amendments introduced the option to hold Shareholder's Meetings exclusively through the Company's Appointed Representative. The provision includes the further specification that the Shareholders' Meeting shall also be held exclusively by telecommunication means, in compliance with the collegial method and the principles of good faith and equal treatment of shareholders, as well as the procedures and limits set by legislation and regulations in force at the time, and simultaneously extends this exclusive telecommunication mode to meetings of the Board of Directors and the Board of Statutory Auditors, in line with the latest practices.

In 2024, Group capital expenditure amounted to € 35.6 million, of which:

• € 1 million for intangible fixed assets;

• € 7.2 million for tangible fixed assets;

• € 27.4 million for financial fixed assets.

  Among the former, the main items were the recognition of goodwill paid for the acquisition by S.M.T. of the Maglieria Talassi S.r.l. business unit. (€ 182 thousand), and extraordinary leasehold improvements (€ 385 thousand) at the Scandicci and Reggello offices of Idee Partners, the Correggio office of S.M.T., and the Chieti office of Dyloan Bond Factory, and the purchase of software licenses for the management system change in the knitwear hub, the project still ongoing, for € 430 thousand.

  Among tangible fixed assets, the main expenditure included the purchase of plant and machinery for

  € 1.5 million, with € 1.3 million allocated to S.M.T. and the knitwear hub (also linked to assets from the Maglieria Talassi Srl business unit) and € 200 thousand to Dyloan Bond Factory. Additionally, € 5 million was invested in fixed assets in progress, all related to the construction progress of Pattern's new headquarters in Collegno.

  As for machinery, expenditure went mainly into technological expansion and adjustment, both in terms of quality and quantity.

  Expenditure in financial fixed assets was related to the acquisition of:

• 100% of Umbria Verde Mattioli, for € 20 million by S.M.T.;

• an additional 8% in S.M.T., for € 6.2 million by Pattern, following the reserved share capital increase in S.M.T. that had decreased Pattern's investment to 72%;

and the recapitalization of the subsidiary Dyloan Bond Factory for € 1.2 million.

Total expenditure of € 35.6 million does not take account of the payable towards the relevant suppliers at 31 December and the cash acquired pro-rata of Umbria Verde Mattioli at the close of the consolidation period.

Disposals in the period amounted to € 160 thousand and involved mainly machinery and equipment that were almost fully depreciated. They did not generate significant capital losses.

Income statement

The table below shows the income statement amounts, with changes recorded versus the same period of 2023.

The comparison between the two years, as anticipated in the introduction, is affected by the different consolidation scope. It should be noted that in 2024 the results no longer include the Pattern business unit sold to Burberry in October 2023, which contributed to nine months of results in the prior year, while the second half of Umbria Verde Mattioli, acquired in June 2024, was consolidated.

Revenue and value of production decreased by 13.4% and 13.1%, respectively.