Exprivia S p A : Annual financial report 2023

Annual Report 2023

Issuer: Exprivia

Website: www.exprivia.it

Contents

Letter to Shareholders	4
Corporate Bodies	6
Directors' Report at 31 December 2023	6
Significant Group Figures and Result Indicators	7
Summary of the Operations in 2023	9
Significant Exprivia Figures and Result Indicators	10
Profile of Exprivia Group	12
Performance Trend of the Exprivia Group	27
Risks and Uncertainties	34
Material Events in 2023	41
Events after 31 December 2023	42
Corporate Governance and Ownership Structures	42
Non-financial Data Report	43
Exprivia's Stock Market Performance	43
Business Outlook	44
Investments	44
Management Training and Development	48
Staff and Turnover	49
Integrated Management System	50
Organisation, Management and Control Model (pursuant to Italian Legislative Decree no.
231/2001)	53
Inter-company relations	53
Relations with Related Parties	54
Report on Management and Coordination Activities	54
Group Relations with the Parent Company	55
Consolidated Financial Statements of the Exprivia Group at 31 December 2023	57
Consolidated Financial Statements at 31 December 2023	57

Explanatory Notes to the Consolidated Financial Statements of the Exprivia Group at 31 December

2023	64
Related Parties	126

2

Annual Report at 31 December 2023

Certification of the Consolidated Financial Statements pursuant to art. 154-bis of Italian Legislative

Decree no. 58/98

134

Independent Auditors' Report on the Consolidated Financial Statements of the Exprivia Group at

31 December 2023	135
Statutory Auditors' Report to the General Shareholders' Meeting pursuant to art. 153 of Italian
Legislative Decree no. 58/98 ("T.U.F.") and art. 2429 of the Italian Civil Code	141
Financial statements of Exprivia SpA at 31 December 2023	155

Explanatory Notes to the Separate Financial Statements of Exprivia SpA at 31 December 2023 162

Report on Management and Coordination Activities	162
Exprivia Shares held directly by members of the Board of Directors	200

Certification of the Financial Statements pursuant to Art. 154-bis of Italian Legislative Decree no.

58/98

229

Independent Auditors' Report on the Financial Statements of Exprivia SpA at 31 December 2023 230

3

Annual Report at 31 December 2023

Letter to Shareholders

Dear Shareholders,

The year 2023 was an important year for the development and growth of our company despite a geopolitical and macroeconomic context of great uncertainty and volatility. The war between Russia and Ukraine was compounded by Hamas' aggression against Israel and its consequent reaction, which caused not only a very difficult humanitarian crisis for the Palestinians, but also strong instability throughout the Middle East.

Inflation, which at the end of the year began to decline in the main Western countries, forced the cost of money to remain high, which in turn depressed GDP growth compared to the previous year.

In Italy, the economy slowed down, albeit in a market situation characterised by NRRP investments, particularly in the public and infrastructure sectors.

Despite this context, the national digital market continued to grow, closing +2.8% compared to an opening forecasting of just over 3%. The +10% growth of the IT services sector and that of software and ICT solutions, which reached +5.8%, contributed to this result. All this has led to a total Italian digital market of about Euro 79 billion, still expected to grow in the coming years to exceed 90 billion in 2026.

The driving role for the entire market, including the cloud, which stood out for the significant volume of investment achieved, of "Digital enablers" and of the growth of AI technologies, that have characterised the entire debate regarding the expected innovation in the coming years, together with the important benefits to be achieved and some fears linked above all to the correct use of data, has been confirmed.

Confirming its ability to respond to the increasing demand for technology and advanced services, Exprivia saw an exclusively organic increase in turnover with growth of just over 10%, which brought the value of production to over 200 million, with a margin of 13.4%. This is thanks to the development of the aerospace and energy sectors, which grew by 37.2% and 26.6% respectively, followed by banks and finance and the healthcare sector. To this must be added the good performance of collections, which brought net financial debt to just over 7.2 million.

For the near future we want to extend all our applications/solutions with Artificial Intelligence services, as we are convinced that it represents one of the most disruptive technologies available, able to accelerate the changes taking place. We have achieved a position of excellence in Cybersecurity: our quarterly observatory

is now mentioned in many authoritative contexts, including internationally. We have consolidated our presence in the Space Economy by engaging in important collaborations with players in that market who consider us as playing a complementary role and bearers of a significant specialisation. In the Healthcare world, we are recognised as one of the key players and our systems are used by millions of citizens in many Italian regions.

These results were achieved thanks to the commitment of everyone who worked by combining the development of internal skills with a strong collaboration with the main technology vendors and an ecosystem of partners composed of specialised companies, innovative start-ups, research centres and universities throughout Italy, confirming good technological leadership in all market sectors in which Exprivia is present.

We are committed to spreading a sustainable and inclusive culture. Furthermore, our sustainability report (non-financial statement) every year includes additional reporting elements and information we share particularly on the aspects of the company's responsible and green activity that are not strictly economic, convinced as we are that sustainable and responsible success, hoped for by all governance bodies, is achievable through the widespread and constant attention to ESG issues.

I would like to thank all our customers who continue to place their trust in us, and allow us to develop distinctive expertise, together with all our employees and management, who are committed every day to the development of our solutions.

4

Annual Report at 31 December 2023

In this way, we are sure that we can contribute to the growth of the entire country and in particular of the territories in which we are rooted and from which we draw the values that help us look to the future with serenity and ambition.

Domenico Favuzzi

Chairman and Chief Executive Officer, Exprivia

5

Annual Report at 31 December 2023

Corporate Bodies

Board of Directors

Chairman and

Chief Executive Officer

Domenico Favuzzi

Directors

Dante Altomare (Vice-Chairman)

Angela Stefania Bergantino (2)

Marina Lalli (2)

Alessandro Laterza (3)

Valeria Savelli (1)

Giovanni Castellaneta

Board of Statutory Auditors

Chairman

Dora Savino

Standing Auditors

Andrea Delfino

Mauro Ferrante

Independent Auditors

BDO Italia SpA

1. Directors not vested with operating powers
2. Independent directors pursuant to the Corporate Governance Code of the Corporate Governance Committee
3. Lead Independent Director

6

Annual Report at 31 December 2023

Directors' Report at 31 December 2023

Directors' Report at 31

December 2023

7

Annual Report at 31 December 2023

Significant Group Figures and Result Indicators

The following is a summary of the main consolidated economic, capital and financial data of Exprivia SpA and its subsidiaries (hereinafter also referred to as the "Group" or the "Exprivia Group") at 31 December 2023 and 31 December 2022.

1. - "Net working capital" is calculated as the sum of the total current assets, less cash and cash equivalents, less total current liabilities plus current payables to banks and current bond issues.
2. - The Cash Flow represents the cash flow generated (absorbed) by the income management.
3. Fixed capital is equal to total non-current assets
4. - Investments are calculated as the sum of cash flows absorbed by increases in property, plant and equipment and intangible assets and equity investments, net of payments for sales.
5. - Net Financial Debt: a+b+c

The table below shows the main economic indicators of the Group at 31 December 2023, compared with the same period of the previous year.

8

Annual Report at 31 December 2023

1. Net invested capital: equal to net working capital plus non-current assets net of non-current liabilities (excluding bank debt and bond issues).
2. Financial charges: calculated net of interest cost IAS 19

The table below shows the main capital and financial indicators of the Group referring to 31 December 2023 and 31 December 2022.

Summary of the Operations in 2023

The table below also provides the results of the Exprivia Group at 31 December 2023 compared with the previous year:

As can be seen, revenues for 2023, equal to Euro 203 million, increased by 10.5% compared to 2022, equal to Euro 183.7 million; EBITDA was Euro 27.2 million, up by 8.4% compared to the previous year (Euro 25.1 million). The net financial debt, equal to a negative value of Euro 7.2 million at 31 December 2023, improved by Euro 11.1 million compared to the negative value of Euro 18.3 million at 31 December 2022.

9

Annual Report at 31 December 2023

Significant Exprivia Figures and Result Indicators

The table below outlines the main economic, capital and financial data taken from the Separate financial statements of Exprivia SpA (hereinafter also referred to as "Exprivia") at 31 December 2023, compared with the figures at 31 December 2022.

1. - "Net working capital" is calculated as the sum of the total current assets, less cash and cash equivalents, less total current liabilities plus current payables to banks and current bond issues.
2. - "Cash flow" represents the cash flow generated (absorbed) by the income management.
3. - "Fixed capital" is equal to total non-current assets.
4. - "Investments" are calculated as the sum of cash flows absorbed by increases in property, plant and equipment and intangible assets and equity investments, net of payments for sales.
5. - Net Financial Debt = a+b+c+d+e.

The table below shows the main economic indicators of the company for 2023 compared to 2022:

10

Annual Report at 31 December 2023