NEWS RELEASE

RECORDATI: THE SHAREHOLDERS' MEETING APPROVES THE 2023 FINANCIAL

STATEMENTS AND THE DIVIDEND OF € 1.20 PER SHARE (+4.3% vs 2022)

  • The Shareholders' Meeting has approved the 2023 Financial Statements
  • A dividend distribution of € 1.20 per share was approved (+4.3% vs 2022), of which € 0.57 was paid in November 2023
  • The Remuneration Policy for 2024 was approved and favourable note taken of the 2023 remuneration
  • The authorisation to buy-back and dispose of treasury stock was renewed
  • Revenue for the first quarter was € 607.8 million, +10.2% vs the first quarter of 2023 or +10.9% excluding the revenue contribution from Avodart®/Combodart® of € 27.5 million and at constant exchange rate

Milan, 22 April 2024 - The Ordinary Shareholders' Meeting of Recordati S.p.A. was held today, which among others approved the Company's 2023 Financial Statements, as proposed by the Board of Directors. The annexed tables provide a summary of the results of the 2023 Financial Statements as previously illustrated in the press release of 19 March 2024. In 2023 consolidated net revenue was € 2,082.3 million, +12.4% compared to 2022 or +14.0% on a like-for-like(1) basis at constant exchange rates (+9.6% excluding Türkiye). EBITDA(2) rose to € 769.6 million, up 14.4% over 2022, with a margin of 37.0%,. Net Income at € 389.2, at 18.7% of net revenue, was up 24.6% over the previous year and Adjusted Net Income (3), reached € 524.6 million, growing 10.8% over last year.

Based on the proposal of the Board of Directors, the Shareholders' Meeting further resolved a dividend to shareholders of € 0.63 per share, in full balance of the interim 2023 dividend of € 0.57, for all shares outstanding at the ex-dividend date, excluding treasury shares in the portfolio at that date (payment on 22 May 2024 and record date 21 May 2024), with ex-dividend on 20 May 2024 (against presentation of coupon no. 33). The full 2023 dividend is therefore € 1.20 per share (€ 1.15 per share in 2022).

Additional significant resolutions

Remuneration policy for 2024 and report on fees paid in 2023

The Shareholders' Meeting expressed a favourable vote on the Remuneration Policy for 2024 pursuant to Art. 123-ter of Legislative Decree 58/98 and favourable note was taken of the report on the compensation paid in relation to the implementation, in 2023, of the policy approved by the Shareholders' Meeting of 21 April 2023, both of which are contained in the Remuneration Report available on the Company website.

Renewal of the authorisation for the purchase and disposal of treasury stock

The Shareholders' Meeting authorised the purchase and disposal of treasury stock until the approval by the Shareholders' Meeting of the Financial Statements as at 31 December 2024. In line with previous years, this proposal fulfils multiple purposes:

RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A.

Registered office VIA M. CIVITALI, 1 20148 MILAN, ITALY TEL. +39 0248787.1 FAX +39 0240073747

SHARE CAPITAL € 26,140,644.50 fully paid up

BUSINESS REGISTER OF MILAN, MONZA, BRIANZA and LODI 00748210150

TAX CODE/VAT NO. 00748210150

Company subject to management and coordination by Rossini Luxembourg S.àr.l

  1. fulfilling the obligations arising from the stock option and/or financial instruments (performance shares) based plans already adopted by the Company and other incentive plans which may be approved in the future;
  2. supporting business initiatives, since the authorisation to purchase treasury stock, if granted, will allow transactions such as the sale, contribution and exchange of treasury stock in order to acquire stakes in companies and/or to reach agreements with strategic partners within the Group's expansion objectives;
  3. supporting the Recordati's shares liquidity, in order to promote the regular course of the shares' negotiations and avoid price fluctuations inconsistent with the market trend.
    The maximum of number of shares available for purchase is 3,500,000 and, in any case, on the condition that, at any time, the total face value of the treasury stock held by the Company never exceeds one fifth of the share capital, also considering the shares that may be held by the subsidiaries, for a potential maximum outlay of € 200,000,000, with a minimum consideration not less than the face value of the Recordati share (€ 0.125) and a maximum consideration not greater than the average of the official stock exchange prices in the five sessions prior to the purchase, plus 5%. Purchases, if any, may be completed through the assignment of specific positions to specialised intermediaries and must be performed in compliance with applicable law and according to the practices permitted by Consob in line with the provisions of art. 13 of EU Regulation 596/2014, where applicable.
    At 19 April 2024, the Company has 2,758,646 shares in treasury stock, which amounts to 1.3% of the current share capital.

First quarter 2024

Revenue for Q1 was €607.8 million, +10.2% vs Q1 2023, or +10.9% excluding revenue contribution from Avodart®/Combodart® of €27.5 million and at constant exchange rate; this reflects a strong start of the year for both business units and phasing patterns in Türkiye and International business similar to Q1 2023; adverse FX impact in Q1 of €31.2 million (mostly on Türkish Lira, offset by price inflation). Recordati's full disclosure of the financial results for the first quarter of 2024 will be published on 9 May 2024.

  1. FY 2023 pro-forma growth calculated adding Q1 2022 revenue of EUSA Pharma and excluding FY 2023 revenue of Avodart® and Combodart®/ Duodart®(trademarks owned by or licensed to the GSK group of companies).
  2. Net income before income taxes, financial income and expenses, depreciation, amortization and write-downs of property, plant and equipment, intangible assets and goodwill, non-recurring items and non-cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.
  3. Net income excluding the amortization and write-down of intangible assets (except software) and goodwill, non- recurring items, non-cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory pursuant to IFRS 3, and monetary net gains/losses from hyperinflation (IAS 29), net of tax effects.

Recordati (Reuters RECI.MI, Bloomberg REC IM) is an international pharmaceutical group listed on the Italian Stock Exchange (ISIN IT 0003828271) uniquely structured to bring treatment across specialty and primary care, consumer healthcare, and rare diseases. We believe that health, and the opportunity to live life to the fullest, is a right, not a privilege. We want to support people in unlocking the full potential of their lives. We have fully integrated operations across research & development, chemical and finished product manufacturing through to commercialisation and licensing. Established in 1926, Recordati operates in approximately 150 countries across EMEA, Americas and APAC

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regions. At the end of 2023, Recordati employed over 4,450 people and consolidated revenue of € 2,082.3 million. For more information, please visit www.recordati.com

Investor Relations

Investor Relations

Media Relations Brunswick:

Eugenia Litz

Lucia Abbatantuoni

Barbara Scalchi / Andrea Mormandi

+44 7824 394 750

+39 337 1025645

+39 02 9288 6200

investorelations@recordati.it

investorelations@recordati.it

recordati@brunswickgroup.com

This document contains forward-looking statements relating to future events and future operating, economic and financial results of the Recordati group. By their nature, forward-looking statements involve risk and uncertainty because they depend on the occurrence of future events and circumstances. Actual results may therefore differ materially from those forecast as a result of a variety of reasons, most of which are beyond the Recordati group's control. The information on the pharmaceutical specialties and other products of the Recordati group contained in this document is intended solely as information on the activities of the Recordati Group, and, as such, it is not intended as a medical scientific indication or recommendation, or as advertising.

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RECORDATI GROUP

Summary of consolidated results prepared in accordance with International Financial Reporting

Standards (IFRS)

(thousands of €)

INCOME STATEMENT

2023

2022

Change %

NET REVENUE

2,082,331

1,853,307

12.4

Cost of sales

(659,707)

(566,737)

16.4

GROSS PROFIT

1,422,624

1,286,570

10.6

Selling expenses

(472,857)

(462,665)

2.2

Research and development expenses

(255,747)

(220,102)

16.2

General and administrative expenses

(128,253)

(109,493)

17.1

Other income/(expenses), net

(7,759)

(56,984)

(86.4)

OPERATING INCOME

558,008

437,326

27.6

Financial income/(expenses), net

(66,972)

(35,891)

86.6

PRE-TAX INCOME

491,036

401,435

22.3

Income taxes

(101,822)

(89,099)

14.3

NET INCOME

389,214

312,336

24.6

Adjusted gross profit (1)

1,481,571

1,336,381

10.9

Adjusted operating income (2)

626,593

536,060

16.9

Adjusted net income (3)

524,591

473,306

10.8

EBITDA (4)

769,631

672,750

14.4

Net income attributable to:

Equity holders of the Parent

389,214

312,336

24.6

Non-controlling interests

0

0

0.0

EARNINGS PER SHARE (euro)

2023

2022

Change %

Basic

€ 1.893

€ 1.519

24.6

Diluted

€ 1.861

€ 1.494

24.6

  1. Gross profit adjusted by the impact of non-cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.
  2. Net income before income taxes, financial income and expenses and non-recurring items, non-cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.
  3. Net income excluding the amortization and write-downs of intangible assets (except software) and goodwill, non-recurring items, non-cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory pursuant to IFRS 3, and monetary net gains/losses from hyperinflation (IAS 29), net of tax effects.
  4. Net income before income taxes, financial income and expenses, depreciation, amortization and write-downs of property, plant and equipment, intangible assets and goodwill, non-recurring items and non-cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

4

COMPOSITION OF REVENUE

2023

2022

Change %

Total

2,082,331

1,853,307

12.4

Italy

317,144

277,322

14.4

International

1,765,187

1,575,985

12.0

Pending completion of independent and statutory audits.

5

RECORDATI GROUP

(€ thousands)

Reconciliation of Net income to EBITDA(1)

2023

2022

Net income

389,214

312,336

Income taxes

101,822

89,099

Financial income/(expenses), net

66,972

35,891

Non-recurring operating expenses

9,638

48,923

Non-cash charges from PPA inventory uplift

58,947

49,811

Adjusted operating income (2)

626,593

536,060

Amortization and write-downs

143,038

136,690

EBITDA(1)

769,631

672,750

  1. Net income before income taxes, financial income and expenses, depreciation, amortization and write-downs of property, plant and equipment, intangible assets and goodwill, non-recurring items and non-cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.
  2. Net income before income taxes, financial income and expenses and non-recurring items, non-cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

Reconciliation of Net income to Adjusted Net income(1)

2023

2022

Net income

389,214

312,336

Amortization and write-downs of intangible assets

112,227

107,415

(excluding software) and goodwill

Tax effect

(24,341)

(20,209)

Non-recurring operating expenses

9,638

48,923

Tax effect

(2,433)

(12,984)

Non-cash charges from PPA inventory uplift

58,947

49,811

Tax effect

(14,749)

(9,781)

Monetary net (gain)/losses from hyperinflation

(1,546)

(4,506)

Tax effect

371

2,301

Non-recurring tax income

(2,737)

0

Adjusted net income(1)

524,591

473,306

  1. Net income excluding the amortization and write-downs of intangible assets (except software) and goodwill, non-recurring items, non-cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory pursuant to IFRS 3, and monetary net gains/losses from hyperinflation (IAS 29), net of tax effects.

6

RECORDATI GROUP

Summary of consolidated results prepared in accordance with International Financial Reporting

Standards (IFRS)

(thousands of €)

ASSETS

31.12.2023

31.12.2022

Property, plant and equipment

178,657

159,184

Intangible assets

1,938,197

1,758,173

Goodwill

778,350

780,057

Other equity investments and securities

21,555

28,871

Other non-current assets

12,458

9,556

Deferred tax assets

76,674

76,895

TOTAL NON-CURRENT ASSETS

3,005,891

2,812,736

Inventories

404,831

424,080

Trade receivables

445,193

361,898

Other receivables

99,401

63,915

Other current assets

19,924

15,387

Derivative instruments measured at fair value

11,079

23,603

Cash and cash equivalents

221,812

284,734

TOTAL CURRENT ASSETS

1,202,240

1,173,617

Non-current assets held for sale

0

12,470

TOTAL ASSETS

4,208,131

3,998,823

7

RECORDATI GROUP

Summary of consolidated results prepared in accordance with International Financial Reporting

Standards (IFRS)

(thousands of €)

EQUITY AND LIABILITIES

31.12.2023

31.12.2022

Share capital

26,141

26,141

Share premium reserve

83,719

83,719

Treasury shares

(127,970)

(149,559)

Reserve for derivative instruments

(286)

5,249

Translation reserve

(264,700)

(205,018)

Other reserves

61,219

62,260

Profits carried forward

1,636,451

1,524,099

Net income

389,214

312,336

Interim dividend

(117,396)

(112,979)

Shareholders' equity attributable to equity holders of the

1,686,392

1,546,248

Parent

Shareholders' equity attributable to non-controlling interests

0

0

TOTAL SHAREHOLDERS' EQUITY

1,686,392

1,546,248

Loans - due after one year

1,353,216

1,341,549

Provisions for employee benefits

21,239

19,418

Deferred tax liabilities

144,208

167,865

TOTAL NON-CURRENT LIABILITIES

1,518,663

1,528,832

Trade payables

263,979

224,703

Other payables

174,407

251,136

Tax liabilities

67,110

33,615

Other current liabilities

5,307

5,740

Provisions for risks and charges

16,596

16,209

Derivative instruments measured at fair value

19,993

17,369

Loans - due within one year

355,752

291,546

Short-term debts to banks and other lenders

99,932

83,425

TOTAL CURRENT LIABILITIES

1,003,076

923,743

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES

4,208,131

3,998,823

8

RECORDATI GROUP

Summary of consolidated results prepared in accordance with International Financial Reporting

Standards (IFRS)

(thousands of €)

CASH FLOW

2023

2022

OPERATING ACTIVITIES

Net income

389,214

312,336

Income taxes

101,822

89,101

Net interest

67,879

30,679

Depreciation of property, plant and equipment

28,875

27,289

Amortization of intangible assets

113,795

98,467

Write-downs

368

10,934

Equity-settledshare-based payment transactions

10,870

8,251

Other non-monetary components

61,970

70,751

Change in other assets and other liabilities

(8,211)

(16,811)

Cash flow generated/(used) by operating activities

before change in working capital

766,582

630,997

Change in:

-

inventories

(50,337)

(65,801)

-

trade receivables

(100,565)

(21,175)

-

trade payables

40,269

25,589

Change in working capital

(110,633)

(61,387)

Interest received

5,103

1,938

Interest paid

(70,339)

(20,093)

Income taxes paid

(105,394)

(89,764)

Cash flow generated/(used) by operating activities

485,319

461,691

INVESTMENT ACTIVITIES

Investments in property, plant and equipment

(29,687)

(23,887)

Disposals of property, plant and equipment

329

1,156

Investments in intangible assets

(353,577)

(72,452)

Disposals of intangible assets

317

1,318

Acquisition of holdings in subsidiaries

0

(673,259)

Sale of non-current assets held for sale

3,000

0

Cash flow generated/(used) by investment activities

(379,618)

(767,124)

FINANCING ACTIVITIES

Opening of loans

347,611

1,356,970

Repayment of loans

(280,234)

(803,543)

Payment of lease liabilities

(10,172)

(10,225)

Change in short-term debts to banks and other lenders

12,452

67,296

Dividends paid

(245,958)

(230,602)

Purchase of treasury shares

(22,710)

(52,267)

Sale of treasury shares

30,097

13,648

Cash flow generated/(used) by financing activities

(168,914)

341,277

Change in cash and cash equivalents

(63,213)

35,844

Opening cash and cash equivalents

284,734

244,578

9

Currency translation effect

291

4,312

Closing cash and cash equivalents

221,812

284,734

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Disclaimer

Recordati Industria Chimica e Farmaceutica S.p.A. published this content on 22 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2024 11:29:01 UTC.