MOLTIPLY GROUP S.P.A

ANNUAL FINANCIAL REPORT 

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024

Prepared according to IAS/IFRS

(This report has been translated into the English language from the original which was issued in Italian)

1. TABLE OF CONTENTS

1. GOVERNING BODIES AND OFFICERS AS OF DECEMBER 31, 2024

BOARD OF DIRECTORS

Chairman     Marco Pescarmona ^{(1) (3) (5) (7)}

Chief Executive Officer     Alessandro Fracassi ^{(2) (3) (5)}

Directors     Matteo De Brabant

     Fausto Boni

     Klaus Gummerer ⁽⁴⁾ 

     Guido Crespi ⁽⁴⁾

     Giulia Bianchi Frangipane ⁽⁴⁾

     Camilla Cionini Visani ⁽⁴⁾

     Maria Chiara Franceschetti ^{(4) (6)}

     Stefania Santarelli ⁽⁴⁾

BOARD OF STATUTORY AUDITORS

Chairman     Cristian Novello

Active Statutory Auditors     Marcello Del Prete

     Roberta Incorvaia

Substitute Statutory Auditors     Cesare Zanotto

     Libera Patrizia Ciociola

INDEPENDENT AUDITORS     EY S.p.A.     

COMMITTEES OF THE BOARD OF DIRECTORS

Audit and Risk Committee     

Chairman     Giulia Bianchi Frangipane

     Camilla Cionini Visani 

     Klaus Gummerer 

Remuneration and Share Incentive Committee

Chairman     Guido Crespi

     Stefania Santarelli 

     Matteo De Brabant

Committee for Transactions with Related Parties

Chairman     Maria Chiara Franceschetti 

     Giulia Bianchi Frangipane 

     Klaus Gummerer

1. The Chairman is the Company's legal representative.

2. The Chief Executive Officer legally represents the Company, disjointly from the Chairman, within the limits of the delegated powers.

3. Executive Director.

4. Independent non-executive Director.

5. Holds executive offices in some Group companies.

6. Lead Independent Director.

7. Executive Director in charge of overseeing the Internal Control System.

DIRECTORS' REPORT ON OPERATIONS  

FINANCIAL YEAR ENDED DECEMBER 31, 2024

2. DIRECTORS' REPORT ON OPERATIONS

   1. Introduction

Moltiply Group S.p.A. (the "Company" or the "Issuer") is the holding company of a group of firms (the "Group") with a relevant position - through the entities of its "Broking Division" (also named "Mavriq") - in the market for the online comparison, promotion and intermediation of products provided by banks, insurance companies, e-commerce operators and utility providers in Italy (main websites www.mutuionline.it, www.segugio.it, www.trovaprezzi.it) Spain (www.rastreator.com), France (www.lelynx.fr), Netherlands (www.pricewise.nl) and Mexico (www.rastreator.mx) and - through the companies of its "BPO Division" (also named "Moltiply BPO&Tech") - in the Italian market for the provision of complex business process outsourcing services and IT platforms for the financial sector.

2. In the following sections, we illustrate the main aspects regarding the operations during the past financial year and the current economic and financial structure of the Group.

• 2. Group organization

3. The structure of the Group and its Divisions is shown schematically in the following diagrams, in which all participations are 100% owned, except those for which a different percentage is indicated.

Mavriq Division (Broking)

Moltiply BPO&Tech Division (BPO)

The composition of the Group as of December 31, 2024 results from the set-up of a number of new entities for specific projects (Lucky Fox S.r.l., Global Amusia S.A., Eagle & Wise Engineering S.r.l.), as well as from the following acquisitions:

• On May 15, 2024 the Group signed a binding contract with Pricewise Group B.V., for the acquisition (through subsidiary Mavriq S.r.l.) of 80% of the share capital of Pricewise B.V. ("Pricewise"). Pricewise is a longstanding operator in the Netherlands, among the leaders in online comparison and intermediation of energy, telecommunications, and insurance contracts through the www.pricewise.nl website. Founder Hans de Kok will retain 20% of the shares (subject to cross put and call options with Mavriq S.r.l.) and will continue to lead the company as CEO in its new phase of growth. On September 18, 2024, after obtaining of the required regulatory approvals, the closing of the transaction took place. The consideration (equity value) paid for the purchase of 80% of the share capital is equal to Euro 20,653 thousand.

• On June 28, 2024 the Group, through subsidiary Mavriq S.r.l., signed a binding agreement aimed at the acquisition of 80% of the shares of Switcho S.r.l. ("Switcho") from Marco Tricarico, Redi Vyshka, Francesco Laffi (the "Founders") and private investors, among which Azimut. At completion, shares representing 72.1% of Switcho's capital were acquired at the time of the signing, while on September 25, 2024 the remaining shares were acquired to reach the 80% stake. Switcho is a rapidly growing Italian company founded in 2019 to help Italians save on electricity, gas, telephone, and insurance bills, thanks to personalized analyses of energy bills and the handling of all the bureaucracy associated with the change of supplier on behalf of the customer. The founders will retain 20% of the shares (subject to cross put and call options with Mavriq S.r.l., exercisable upon approval of the financial statements for the year ending December 31, 2026) and will continue to manage the company into its new phase of growth. The consideration paid for the purchase (equity value) of 80% of the share capital is equal to Euro 18,080 thousand, in addition to which there is an earn-out linked to economic performance in 2024, which as of 31 December 2024 is estimated at Euro 4,000 thousand.

• On November 18, 2024, the Group acquired 51% of the share capital of Mia Pensione S.r.l., for a consideration equal to Euro 3,774 thousand. The founders will retain 49% of the shares, subject to cross put and call options exercisable upon approval of the financial statements for the year ending December 31, 2026 for 24% and December 31, 2028 for the remaining 25%.

• On 17 December 2024, the Group acquired 100% of the share capital of Evolve S.r.l. through its subsidiary Agenzia Italia S.p.A., for a consideration equal to Euro 1,800 thousand. Evolve S.r.l. was an outsourcer of Agenzia Italia S.p.A..

18. Mavriq (Broking) Division

19. The Mavriq Division operates in the online comparison and intermediation of products and services in Italy (main market), Spain, France, the Netherlands and Mexico.

20. The activities carried out by Mavriq are organized mainly into the following business lines: 

1. Credit Broking: broking of mortgage loans and consumer loans products in Italy, mainly through the online channel (www.mutuionline.it and www.prestitionline.it websites); 

2. Insurance Broking: online broking of insurance products in Italy, mainly motor related (www.cercassicurazioni.it  website);

3. E-Commerce Price Comparison: comparison and promotion of e-commerce operators in Italy (www.trovaprezzi.it website);

4. Telco & Energy Comparison: comparison and promotion of telecommunications and energy services in Italy (www.sostariffe.it and www.switcho.it websites);

5. International Markets: online comparison and brokerage of mainly insurance products in Spain (www.rastreator.com website), France (www.lelynx.fr website), the Netherlands (www.pricewise.nl website) and Mexico (www.rastreator.mx website).

21. The activity of the Mavriq Division is also carried out under the "Segugio.it" brand (www.segugio.it website), which operates as a multibrand aggregator for insurance, credit, telecommunications and energy products in Italy. Each section of the website is however managed by the product companies of the Group and the related revenues are reported within the above mentioned business lines.

22. Besides, subsidiary Innovazione Finanziaria SIM S.p.A. - authorized to professionally perform placement services to the public without underwriting or warranties pursuant to article 1, comma 5, letter c-bis) of Legislative Decree no. 58 of February 24, 1998 - manages, by means of website www.fondionline.it, an on-line mutual fund supermarket for Italian clients. 

23. Moltiply BPO&Tech (BPO) Division

24. The Moltiply BPO&Tech Division provides outsourcing and IT services mainly to the benefit of financial institutions operating on the Italian market, with a high level of specialization in its reference verticals. The Moltiply BPO&Tech Division also offers a set of proprietary information technology solutions to client companies in its business areas.

25. The activities carried out by the Moltiply BPO&Tech Division are divided into the following business lines, based on the type of service offered and/or underlying product:

1. Moltiply Mortgages: provides outsourcing services for the processing of residential mortgages; this business line includes para-notary services;

2. Moltiply Real Estate: offers real estate appraisal services and technical real estate services for operators in the financial sector and debt collection;

3. Moltiply Loans: provides application processing and portfolio management services for salary/pension guaranteed loans, and for SME loans, also assisted by a guarantee from the State;

4. Moltiply Claims: provides claims appraisal and TPA services;

5. Moltiply Wealth: provides complete operational service solutions and technology platforms for investment and asset management companies;

6. Moltiply Lease: provides BPO services and IT core solutions for leasing and long-term rental operators.

• 3. Information about the profitability of the Group 

26. In the following paragraph we describe the main factors affecting the results of the operations of the Group for the year ended December 31, 2024. The income statement and the cash flow data for the year ended December 31, 2024 are taken from the consolidated annual report prepared according to the international accounting standards approved by the European Union and are compared with the same data for the year ended December 31, 2023.

27. The following table shows the consolidated income statements of the Group for the years ended December 31, 2024 and 2023, together with the percentage weight of each item on the Group revenues.

28.    

1. % of total revenues

Revenues in the year ended December 31, 2024, are Euro 453,978 thousand, 13.1% up than in the previous year. Please refer to paragraph 2.3.1 for the evolution of revenues by Division and business line.

In the financial year ended December 31, 2024, services costs increase by 13.1% compared to the financial year ended December 31, 2023. This trend is mainly due to the enlargement of the consolidation area, as a result of the above-mentioned acquisitions, and to the greater costs incurred by the Group for strategic, tax and legal advice, in particular with respect to such acquisitions. 

Personnel costs increase by 7.5% compared to the financial year ended December 31, 2023, mainly due to the increase of the number of human resources employed by the Group, following the enlargement of the consolidation area.

The following table provides information about the average headcount for the financial years ended December 31, 2024 and 2023:

Other operating costs increase by 59.7%, compared to the financial year ended December 31, 2023.

Depreciation and amortization increase by 9.8% in the financial year ended December 31, 2024 compared to the previous financial year, mainly due to the higher values of the assets recognized following the completion of the purchase price allocations related to the acquisitions of Pricewise and Switcho. In particular, the amortization of intangible assets related to purchase price allocations are equal to Euro 32,654 thousand in the financial year ended December 31, 2024, compared to Euro 30,661 thousand in the previous year.

Net of this effect, the higher depreciation of intangible and tangible assets is mainly related to the enlargement of the consolidation area.

Financial costs for the financial year ended December 31, 2024, show a negative balance, mainly due to the interest expense on the outstanding loans in the period, equal to Euro 14,949 thousand, losses deriving from the recalculation to charges arising from the restatement of estimated liabilities for the exercise of put/call options on the minority shares for Euro 6,820 thousand, partially offset by the dividends received from Mony Group PLC ("Mony Group") for Euro 6,261 thousand.

The "Income tax expense" item, mainly includes the current taxes related to the financial year 2024 for Euro 15,068 thousand and the net utilization of the period of the deferred tax assets related to the higher value of assets revaluated during 2020, and deferred tax liabilities, for Euro 435 thousand.

• • 1. Revenues

The table below provides a breakdown of our revenues by Division and business line, for the years ended December 31, 2024 and 2023.

1. Percentage of total revenues.

29. Mavriq (Broking) Division

In the financial year ended December 31, 2024, revenues of the Mavriq Division increase by 17.5%, passing from Euro 188,122 thousand in the financial year ended December 31, 2023 to Euro 221,122 thousand in the financial year ended December 31, 2024.

Credit Broking

Credit Broking revenues go from Euro 43,406 thousand in 2023 to Euro 42,088 thousand in 2024 (-3.0%). 

Insurance Broking

Insurance Broking revenues grow from Euro 33,937 thousand in financial year 2023 to Euro 39,980 thousand in financial year 2024 (+17.8%), as a result of the increase of the number and average premium of brokered policies.

E-Commerce Price Comparison

E-Commerce Price Comparison revenues go from Euro 36,331 thousand in financial year 2023 to Euro 42,027 thousand in financial year 2024 (+15.7%), as a result of higher volumes intermediated.

Telco & Energy Comparison

Telco & Energy Comparison revenues go from Euro 16,551 thousand in financial year 2023 to Euro 27,975 thousand in financial year 2024 (+69.4%), as a result of strong growth in brokered energy contracts and the contribution of Switcho S.r.l, consolidated from second the half of 2024.

30. International Markets

International Markets revenues go from Euro 52,988 thousand in financial year 2023 to Euro 64,327 thousand in financial year 2024 (+21.4%), as a result of the contribution of Pricewise B.V., consolidated as from the fourth quarter of 2024, and the full contribution of  the foreign companies acquired in 2023.

Moltiply BPO&Tech Division (BPO)

Revenues of the Moltiply BPO&Tech Division increase, going from Euro 213,214 thousand in financial year 2023 to Euro 232,856 thousand in financial year 2024 (+9.2%). 

Moltiply Mortgages

Moltiply Mortgages revenues go from Euro 33,691 thousand in financial year 2023 to Euro 40,275 thousand in financial year 2024 (+19.5%), due to an increase in volumes processed.

Moltiply Real Estate

Moltiply Real Estate revenues go from Euro 31,991 thousand in financial year 2023 to Euro 27,584 thousand in financial year 2024 (-13.8%), due to the cessation of the Ecobonus-related business.

Moltiply Loans

Moltiply Loans revenues go from Euro 29,043 thousand in financial year 2023 to Euro 31,474 thousand in financial year 2024 (+8.4%).

Moltiply Claims

Moltiply Claims revenues go from Euro 46,158 thousand in financial year 2023 to Euro 55,216 thousand in financial year 2024 (+19.6%), due to an increase in volumes processed.

Moltiply Wealth

Moltiply Wealth revenues go from Euro 10,559 thousand in financial year 2023 to Euro 11,526 thousand in financial year ended 2024 (+9.2%).

Moltiply Lease

Moltiply Lease revenues go from Euro 61,713 thousand in financial year 2023 to Euro 65,482 thousand in financial year 2024 (+6.1%).

• • 2. EBITDA

31. EBITDA is calculated as net income before income tax expense, net financial income/(expenses), and depreciation and amortization.

32. The following table presents a reconciliation between net income and EBITDA for the financial years ended December 31, 2024 and 2023:

33.    

34. EBITDA increases in the financial year ended December 31, 2024, passing from Euro 108,092 thousand in 2023 to Euro 122,803 thousand in 2024 (+13.6%). 

The table below provides a breakdown of EBITDA by Division, for the years ended December 31, 2024 and 2023:

1. Percentage of total revenues, if appropriate by Division (EBITDA  margin).

The EBITDA margin in the financial year ended December 31, 2024 is 27.1% of revenues, compared to 26.8% in the financial year ended December 31, 2023.

• • 3. Operating income (EBIT)

35. Operating income (EBIT) increases from Euro 63,141 thousand in the financial year ended December 31, 2023 to Euro 73,442 thousand in the financial year ended December 31, 2024 (+16.0%) as detailed in the following table:

36.    

1. Percentage of total revenues, if appropriate by Division (operating margin).

The operating income margin in financial year 2024 is 16.2% of revenues, up slightly if compared to 15.7% of financial year 2023. 

• • 4. Net income

37. Net income increases in the financial year ended December 31, 2024, passing from Euro 35,361 thousand in 2023 to Euro 42,960 thousand in 2024 (+21.5%).  

• 4. Information about the financial resources of the Group

38. The following table presents the net financial position as of December 31, 2024 and 2023, prepared according to ESMA orientation 32-382-1138 of March 4, 2021 and to Consob guidance n. 5/21 of April 29, 2021:

39.  

The net financial position as of December 31, 2024 shows a negative balance of Euro 320,475 thousand, worsening for Euro 20,274 thousand if compared to December 31, 2023. The worsening is mainly due to the cash absorbed by the acquisition of the period for Euro 34,436 thousand (net of acquired cash), to the recalculation of the estimated liabilities for the put/call options on the residual minority stakes of for Euro 38,687 thousand (partially through profit and loss and partially through shareholders' equity), to the recognition of estimated liabilities for the put/call option on the residual stake in newly acquired Switcho S.r.l., Pricewise, Mia Pensione, and Evolve S.r.l. for Euro 16,754 thousand, and to the investments in tangible and intangible assets for Euro 5,896 thousand, partially offset by the cash generated by operating activities, equal to Euro 101,473 thousand (Euro 92,506 thousand before changes in net working capital).

For a description of the evolution of cash flows in the financial year ended December 31, 2023, please refer to the following paragraph 2.4.2.

• • 1. Current and non-current indebtedness

40. Current and non-current indebtedness as of December 31, 2024 and 2023 is summarized in the following table.

41.   

42. Long and medium-term bank borrowings

43. Long and medium-term bank borrowings as of December 31, 2024 and December 31, 2023 are summarized in the following table:

44.  

The decrease, compared to December 31, 2024, is due to the repayment of the maturing principal amounts for Euro 80,417 thousand, partly offset by new loans obtained during 2024. In particular:

• on June 24, 2024 the Issuer signed a loan agreement with Credito Emiliano S.p.A., for an amount equal to Euro 10,000 thousand, expiring on June 24, 2029, with a variable interest rate equal to 3-month Euribor, increased by a spread of 1.20%. 

• on August 6, 2024,  subsidiary Agenzia Italia S.p.A. signed a loan agreement with Banco BPM S.p.A., for an amount equal to Euro 15,000 thousand, expiring on December 31, 2027, with a variable interest rate equal to 6-month Euribor, increased by a spread of 1.20%;

Regarding the pre-existing loans, we remind that: 

• on March 30, 2020, the Issuer signed a loan agreement with Crédit Agricole Italia S.p.A., for an amount equal to Euro 15,000 thousand, expiring on June 30, 2026, at a yearly fixed rate equal to 1.05%;

• on February 26, 2021, the Issuer signed a loan agreement with Unicredit S.p.A., for an amount equal to Euro 10,000 thousand, expiring on February 28, 2026, with a variable interest rate equal to 3-month Euribor increased by 1.60%. On such loan we took a derivative contract to hedge the variable rate, which converts the 3-month Euribor interest rate into a yearly fixed rate of minus 0.15%;

• on March 30, 2021, the Issuer signed a loan agreement with Intesa SanPaolo S.p.A., for an amount equal to Euro 80,000 thousand, expiring on March 30, 2028, with a fixed interest rate equal to 1.45%;

• on September 9, 2021, the Issuer signed a loan agreement with Credito Emiliano S.p.A., for an amount equal to Euro 20,000 thousand, expiring on September 9, 2026, with a fixed interest rate equal to 0.58%. We point out that such loan was mainly used for the early reimbursement of the previous loans of the same bank, which had a residual debt equal to Euro 16,798 thousand;

• on July 29, 2022, the Issuer signed a loan with Intesa SanPaolo S.p.A., composed of two tranches, respectively of Euro 40,000 thousand and 60,000 thousand, both disbursed in 2022. The contract provides, for both tranches of the loan, an expiration date on December 31, 2028, with an interest rate equal to the 6-month Euribor rate, increased by a margin of 2.00%. In addition, on 60% of the disbursed amount, and until December 31, 2026, a derivative contract was signed to hedge the interest rate, which is converted to a fixed rate at 1.396%, increased by the margin of 2.00%;

• on August 9, 2022 the Issuer signed a loan with Credit Agricole Italia S.p.A. , and disbursed in the fourth quarter 2022 for Euro 60,000 thousand, with expiration date on June 30, 2028, with a variable interest rate equal to 3-month Euribor, increased by a spread of 1.65%; 

• on August 9, 2022, the Issuer signed a loan with Unicredit S.p.A. for an amount equal to Euro 50,000 thousand, with expiration date on August 31, 2027, with a variable interest rate equal to 3-month Euribor, increased by a spread of 1.80%. In addition, on 60% of the financed amount, equal to Euro 30,000 thousand, and until August 29, 2025, a derivative contract was signed into to hedge the interest rate, which is converted to a fixed rate at 1.435%, increased by the margin of 1.80%. 

• on September 5, 2022, the Issuer signed a loan with Banco BPM S.p.A., for a total amount equal to Euro 50,000 thousand, with a variable interest rate equal to 6-month Euribor, increased by a spread of 1.80% on a credit line equal to Euro 35,000 thousand ("Line A"), with expiration date at June 30, 2028, and a spread of 2.00% on a bullet credit line equal to Euro 15,000 thousand ("Line B"), with expiration date on December 31, 2028. In addition, on 50% of the financed amount, and until the expiration date of each credit line, a derivative contract was signed into to hedge the interest rate, which is converted to a fixed rate at 2.39% for the Line A, and 2.485% for the Line B, increased by the margins described above;

• on November 2, 2022, the Issuer signed a loan with Credito Emiliano S.p.A., for an amount equal to Euro 10,000 thousand, with expiration date on November 2, 2026, with a variable interest rate equal to 1-month Euribor, increased by a spread of 0.90%.

• on October 30, 2023 the Issuer signed a loan agreement with Credito Emiliano S.p.A., for an amount equal to Euro 5,000 thousand, with a variable interest rate equal to 3-month Euribor, increased by a spread of 0.90%. 

• on November 20, 2023 the Issuer signed a loan agreement with Unicredit S.p.A., for an amount equal to Euro 30,000 thousand, with a variable interest rate equal to 3-month Euribor, increased by a spread of 1.72%. In addition, on 50% of the disbursed amount, for an amount equal to Euro 15,000 thousand, a derivative contract was signed to hedge the interest rate, which is converted to a fixed rate at 3.37%, increased by the margin of 1.72%.

45. Other non-current financial liabilities

46. Other non-current financial liabilities consist of the financial liabilities for the exercise of the put/call option for the residual 15.5% stake of Agenzia Italia S.p.A., for the residual 8% stake of Feedaty S.r.l., for the residual 20% stake of Switcho S.r.l., for the residual 20% stake of Pricewise, and the leasing liabilities deriving from the adoption of the IFRS 16 standard. 

47. Other current financial liabilities

48. Other current financial liabilities consist of the current portion of the leasing liabilities deriving from the adoption of the IFRS 16 standard and the financial liability for the exercise of the put/call option for the residual 49% stake of Gruppo Lercari S.r.l..

• • 2. Cash flow analysis

49. In this paragraph we present an analysis of the consolidated cash flows of the Group for the financial years ended December 31, 2024 and 2023.

50.   

51. In the financial year ended December 31, 2024 the Group absorbed liquidity for an amount equal to Euro 12,607 thousand, compared to a cash absorption of Euro 111,550 thousand during the previous financial year. The cash absorption is attributable to the cash flow absorbed by the investment and financing activities, partially offset by the cash generated by the operating activity. 

52. Cash flow generated by operating activities

53. Operating activities show a cash generation equal to Euro 101,473 thousand in the financial year ended December 31, 2024, up if compared to the cash generated in the financial year ended December 31, 2023, equal to Euro 93,501 thousand. This increase is due to the higher liquidity generated by operating income.

54. Cash flow generated by investing activities

Investing activities absorbed cash for Euro 40,317 thousand in the financial year ended December 31, 2024, compared to Euro 148,108 thousand of absorbed cash in the financial year ended December 31, 2023. The cash absorbed is mainly attributable to the acquisitions of the period for Euro 34,436 thousand (net of acquired cash) and to investments in tangible and intangible assets for Euro 5,896 thousand.

Cash flow generated by financing activities

55. Financing activities absorbed cash for Euro 73,763 thousand in the financial year ended December 31, 2024, compared to a cash generation of Euro 56,943 thousand in the financial year ended December 31, 2023.

56. The cash flows absorbed during the financial year ended December 31, 2024 are due to the repayment of principal of outstanding loans of Euro 80,417 thousand, partly offset by the subscription of new bank loans for Euro 27,000 thousand, and to the payment of interest on loans for an amount equal to Euro 15,443 thousand.

• • 3. Composition and changes in net working capital

57. The following table presents the breakdown of the components of net working capital as of December 31, 2024 and 2023.

58.   

59. 
    

Net working capital decreases by Euro 8,967 thousand in the financial year ended December 31, 2024. 

Such trend is mainly related to the increase of trade and other payables an of other current liabilities due to the consolidation of foreign companies. 

• 5. Table of reconciliation of the consolidated net income and equity with the Issuer's data

60. Among "Other consolidation adjustments" we also include the higher values deriving from the goodwill recognized upon the first consolidation of the acquired participations.

• 6. Research and development

61. Within the Group, several development teams regularly work with the objective of improving and enhancing the IT systems and the software platforms used to supply services to consumers and financial institutions. 

62. The capitalized costs related to software development in the financial year ended on December 31, 2024 amount to Euro 15,191 thousand (Euro 12,686 thousand in 2023). The increase compared to the previous year is attributable to the increase of resources dedicated to development activities mainly due to the expansion of the enlargement of the consolidation area.

63. The proprietary software platforms represent the core of the operations of the companies of the Group in both Divisions and must be continuously expanded and enriched to improve their commercial effectiveness, incorporate legislative changes, manage new kinds of products, simplify processes, increase efficiency, improve consulting ability, increase operators' productivity, adapt to the increasingly sophisticated requirements of our client financial institutions, and ensure data protection and security.

• 7. Own shares

On April 29, 2024, the shareholders' meeting revoked, for the unused portion, the previous authorization for the purchase and sale of own shares dated April 27, 2023 and authorized the purchase of own shares within the limits of retained earnings and distributable reserves from the last approved statutory financial statements of the Issuer and for a period of 18 months, and for a maximum which does not exceed the maximum limit established by the applicable pro tempore regulations, with the following purposes:

1. for activities in support of market liquidity;

2. for the possible use of shares as consideration in extraordinary transactions, including exchanges of participations with other subjects, as part of transactions in the Company's interest;

3. to allot own shares purchased to distribution programs, against payment or free of charge, of stock options or shares to employees, directors and other personnel of the Company or its subsidiaries, as well as to the service of programs for the free allocation of shares to shareholders;

4. for the execution of the contract signed between the Issuer and the company acting as specialist operator on the stock market;

5. for an efficient investment of the liquidity of the Group.

During the year ended December 31, 2024 the Issuer purchased 112,247 own shares equal to 0.281% of ordinary share capital. During the same period following the exercise of vested stock options held by some employees of the Group, the Issuer sold 244,282 own shares equal to 0.611% of ordinary share capital.

Therefore, as of December 31, 2024 the Issuer holds 2,614,991 own shares, equal to 6.537% of ordinary share capital, for a total cost equal to Euro 41,652 thousand. As of the same date, the subsidiaries of the Group do not hold any shares of the Issuer.  

During the first months of 2025, following the exercise of vested stock options held by some employees of the Group, the Issuer sold 4,000 own shares, equal to 0.010% of the share capital. 

As of the date of approval of this report, therefore, the Issuer holds a total of 2,610,991 own shares, equal to 6.527% of ordinary share capital, for a total cost equal to Euro 41,652 thousand. As of the same date, the subsidiaries of the Group do not hold any shares of the Issuer.  

• 8. Report on corporate governance

For the report on corporate governance and on the adhesion to the codes of conduct, please refer to the report approved by the Board of Directors on March 14, 2025 and attached to this document.

• 9. Shareholdings of the members of the governing and controlling bodies, general managers and managers with strategic responsibilities

The following table shows the participations in the ordinary share capital of the Issuer held by the members of the governing and controlling bodies, general managers and managers with strategic responsibilities in the year ended December 31, 2024.

Besides, it is worth pointing out that Marco Pescarmona holds a 50% indirect shareholding in Alma Ventures S.A. through Guderian S.p.A. and Alessandro Fracassi holds a 50% indirect shareholding in Alma Ventures S.A. through Casper S.r.l. and that Alma Venture S.A., as of December 31, 2024 holds 13,448,847 shares of the Issuer, equal to 33.62% of the ordinary share capital.

• 10. Foreseeable evolution 

      1. Mavriq Division

The performance of the Mavriq Division in financial year 2024 has been positive, thanks to the overall organic growth and to the contribution of the acquisition of Switcho (consolidated from third quarter) and Pricewise (consolidated from fourth quarter).

Expectations for financial year 2025 are for growth in all main business lines, with the exception of E-Commerce Price Comparison, for which the outlook appears more uncertain. 

Credit Broking

Year 2024 was characterized by a weaker-than-expected mortgage market evolution. The expected recovery in demand, in fact, only occurred in the last months of 2024, when the market is finally up year on year.

For the first part of 2025, year-on-year growth in demand is confirmed, with a continuance of the previous quarter's trends. However, global economic and political uncertainties could affect Italian consumers credit demand during the rest of the financial year.

Insurance broking

Insurance Broking continued its double-digit organic growth during 2024, supported by rising insurance premiums. 

Growth is likely to continue in 2025.

Telco and Energy comparison

Telco & Energy Comparison in 2024 recorded strong year-on-year growth. This growth is partly of organic nature and partly attributable to the acquisition of Switcho.

Growth is likely to continue in the 2025 financial year, mainly resulting from the enlargement of the consolidation area.

E-Commerce price comparison

Revenues of E-Commerce Price Comparison are up in 2024, but financial results are down year-on-year due to the significant increase in traffic acquisition costs from Google. This trend is due to the changes introduced by Google following the entry into force of the Digital Markets Act ("DMA").

We hope that the European Commission, which in March 2024 promptly opened an investigation against Google for possible violations of the DMA, will proceed without delay to conclude its analysis and activate the instruments at its disposal to ensure full compliance with the regulation. For 2025, results and expectations remain dependent on the actual enforcement of the DMA.

International Markets

International markets are up in 2024, both organically and thanks to the contribution of Pricewise. During the year, the fine-tuning of the acquired businesses continued, aimed at increasing their growth potential. 

For financial year 2025, the expectation is of continued organic growth, mainly driven by the positive performance of the insurance comparison business in different countries. This will be supplemented, in the first nine months, by the contribution of the enlargement of the consolidation area.

• • 2. Moltiply BPO&Tech Division

The 2024 financial year closed with positive results for the Moltiply BPO&Tech Division, which recorded organic revenue growth of 9.2% and an even more pronounced improvement in EBITDA margin, reaching an overall margin of 24.0%.

Throughout the year, performance has progressively improved, with an acceleration beyond expectations in the last quarter, driven by the strong recovery of Moltiply Mortgages and the outstanding performance of Moltiply Lease. Moltiply Claims and Moltiply Wealth also contributed positively to growth in the quarter, while Moltiply Loans and Moltiply Real Estate maintained a more stable trend compared to the first part of the year.

Looking ahead to 2025, the Division expects to continue its growth path, which gained momentum in the second half of 2024, although prospects vary across business lines, as detailed below. The impact of ongoing M&A transactions in the Italian banking sector remains difficult to assess at this stage, both due to the uncertainty regarding their outcome and the complexity of predicting potential implications for our business. However, it is reasonable to assume that, in any case, any impact on 2025 results will be negligible.

Moltiply Mortgages

In 2024, Moltiply Mortgages showed signs of recovery, particularly in the second half of the year, benefitting from increased demand and the entry of new banking clients. However, growth was mainly driven by para-notary services, while mortgage underwriting activities showed a more gradual trend. The fourth quarter marked a turning point, with a significant increase in volumes.

For 2025, the business line is expected to continue improving, supported by a more favorable interest rate environment. The expansion of the client portfolio and the optimization of operational capacity will be the key growth drivers.

Moltiply Real Estate

This business line was impacted by the progressive phase-out of activities related to the Ecobonus, leading to a revenue drop in 2024. Despite a slight increase in property valuation activities, the reduction of incentive-driven transactions - albeit slower than expected - significantly affected overall performance.

In 2025, the business line is expected to continue its downward adjustment. However, the recovery in credit demand and the addition of a new client could provide opportunities for stabilization.

Moltiply Loans

Moltiply Loans in 2024 grew in terms of revenue, but remained more stable in terms of margins. The business line benefited from the consolidation of guaranteed loan portfolio management, although the pace of expansion moderated in the second half of the year.

In 2025, the focus will be on operational consolidation and efficiency improvements, in a generally stable market environment.

Moltiply Claims

Moltiply Claims continued to deliver significant growth in 2024, with a strong expansion of marginality, as it processed complex claims related to extraordinary weather events of 2023. In the second half of the year, comparisons with the previous year naturally led to a normalization of input volumes, although the overall level of activity remained high.

In 2025, normalization of revenues and margins is expected, settling below the record levels of 2024 but still exceeding 2023 levels.

Moltiply Wealth

During 2024, Moltiply Wealth recorded solid growth, also benefitting from favorable financial market conditions. The recent appointment of a new business manager has further enhanced commercial growth prospects for the business line.

For 2025, the focus will be on consolidating growth, expanding the customer base, and strengthening the organizational structure.

Moltiply Lease

Once again in 2024, Moltiply Lease outperformed management expectations, thanks to the contribution of Agenzia Italia S.p.A., which continues to be a key driver of revenue and profitability of the Division.

In 2025, this business line aims to offset challenges in the automotive market and the negative effects of changes in corporate fleet tax treatment through new service offerings and operational improvements.

Other Activities

In March 2025, we reached an agreement to divest Centro Finanziamenti S.p.A., a company registered in the Register of Financial Intermediaries under Article 106 of the Italian Banking Act, for a consideration equal to Euro 3.5 million. The transaction's completion is subject to the approval by the Bank of Italy. In compliance with IFRS accounting standards, the company's results are classified under "Discontinued operations".

Additionally, on November 18, 2024, the Group acquired Mia Pensione S.r.l., a company specialized in pension and retirement consulting services. The results of this company will be reported under the "Other Revenues" of the Moltiply BPO&Tech Division.

• 11. Other information

      3. Offices

The registered offices of the Issuer and most of the Italian subsidiaries are located in via F. Casati, 1/A, Milan, and the Group's administrative headquarter in Italy is in via Desenzano, 2 in Milan. For more details, see the section on the scope of consolidation. 

• • 2. Relations with related parties

Related party transactions, including intra-group transactions, are part of the ordinary business operations of the Group, and do not include any unusual or atypical transactions.

Relations with related parties are mainly relations with the companies of the Group.

64. In particular, the main items refer to receivables of the Issuer from some of its subsidiaries derived from the adhesion to the tax consolidation regime for Euro 10,500 thousand, and receivables of the remaining subsidiaries from the Issuer derived from the adhesion to the tax consolidation regime for a total amount equal to Euro 4,809 thousand.

65. Concerning the main commercial relationships among companies of the Group, they are mainly represented by services, provided at arm's length. In particular, we highlight:

• revenues for advertising services provided by subsidiary Segugio.it S.r.l. to other companies of the Mavriq Division for a total amount equal to Euro 32,301 thousand;

• revenues for rent and office residence services, related to the operating offices in Cagliari and Monastir, and the operating offices in via Desenzano 2 and viale Sarca 222, Milan, provided by subsidiary PP&E S.r.l. to other companies of the Group, for a total amount equal to Euro 3,674 thousand;

• revenues for outsourcing services provided by subsidiaries Finprom S.r.l. and Finprom Insurance S.r.l. to other companies of the Group, for a total amount equal to Euro 9,732 thousand;

• revenues for software development and other IT services provided by subsidiary Rastreator Comparador Correduria de Seguros SLU, also relying on its technological hub based in India, to other companies of the Group, for a total amount equal to Euro 6,178 thousand.

66. As of December 31, 2024, in the face of the different commercial relationships among the companies of the Group, there are trade receivables/payables among the different companies of the Group for a total amount of Euro 32,903 thousand.

67. During the financial year ended December 31, 2024:

• subsidiary Agenzia Italia S.p.A. resolved and paid dividends to MOL BPO S.r.l. for an amount of Euro 2,535 thousand;

• subsidiary MutuiOnline S.p.A. resolved dividends to the Issuer for an amount of Euro 7,000 thousand;

• subsidiary CercAssicurazioni.it S.r.l. resolved dividends to the Issuer for an amount of Euro 3,000 thousand;

• subsidiary 7Pixel S.r.l. resolved dividends to the Issuer for an amount of Euro 1,500 thousand;

• subsidiary Europa Centro Servizi S.r.l. resolved dividends to the Issuer for an amount of Euro 1,300 thousand;

• subsidiary Quinservizi S.p.A. resolved dividends to the Issuer for an amount of Euro 2,000 thousand.

• subsidiary LeLynx SAS resolved and paid dividends to Mavriq S.r.l. for an amount of Euro 3,750 thousand;

• subsidiary Rastreator Comparador Correduría de Seguros SLU resolved and paid dividends to Incomparable S.à.r.l. for an amount of Euro 7,000 thousand;

• • 3. Risk management

Risk management of the Group is based on the principle that operating risk or financial risk is managed by the person in charge of the business process involved.

The main risks are reported and discussed at Group top management level in order to create the conditions for their coverage, assurance and assessment of residual risk.

Exchange and interest rate risk

Currently the financial risk management policies of the companies of the Group provide a balanced split between fixed-rate and variable-rate loans, aimed at optimizing the cost of the loans over time. As of today, the risk of incurring greater interest costs as a result of unfavorable variations of market interest rates, as better analyzed in the following, is mitigated by the subscription of hedging derivatives, which change the rate from floating to fixed, on a portion of the Group's debt.

The following table provides a summary of the exposure to changes in interest rates of the Group's financial debt:

* Contractually fixed rate or variable rate covered by a swap to a fixed rate

68. A possible unfavorable variation of the Euribor, equal to 1.0%, should produce an additional overall expense for the Group equal to Euro 1,184 thousand in 2025. 

For the remaining loans already described in paragraph 2.4.1, a fixed rate is applied instead.

As regards to the coverage of exchange rate risk, it is worth pointing out that, as of the reference date of this report, there are no significant assets or liabilities denominated in currencies different from the Euro, with the exception of the Mony Group, amounting to Euro 101,937 thousand as of December 31, 2024, denominated in pounds. With regard to this investment, it should be noted that the management doesn't consider any additional risk elements (e.g. market risk) not already reflected in the related financial reports or in the market value of the stock, which could consequently lead to possible decreases in the value of the investment itself.

Therefore, this risk is considered limited for the Group.

Credit risk

The current assets of the Group, with the exception of cash and cash equivalents, consist mainly of trade receivables for an amount of Euro 137,167 thousand, of which the overdue portion as of December 31, 2024 is equal to Euro 28,879 thousand, of which Euro 5,445 thousand is overdue for over 90 days.

Most of the gross overdue receivables were paid by the clients during the first months of 2025. As of the date of approval of this report, receivables not yet collected, overdue as of December 31, 2024, amount to Euro 6,861 thousand, of which Euro 3,947 thousand are receivables already overdue for over 90 days as of December 31, 2024.

Trade receivables are mainly from banks, financial intermediaries, insurance companies, leasing/rental companies and public sector entities, considered highly reliable but, facing receivables for which we consider a credit risk could arise, we allotted an allowance for doubtful receivables equal to Euro 8,377 thousand.

The Group monitors counterparty risk by analyzing the solvency and standing of customers before entering business relations with them and trying to limit an excessively high concentration of receivables from a few counterparties.

For this purpose, it is worth mentioning that we do not notice any significant concentration of revenues on any client: in 2024 the revenues from the main client of the Group represent 5.3% of total consolidated revenues.

Liquidity risk

Liquidity risk represents the risk that a company is not able to procure financial resources to support short-term operations.

The total amount of liquidity as of December 31, 2024 is Euro 137,490 thousand, and current financial liabilities equal to Euro 168,204 thousand. 

As of the date of approval of this report, the Company refinanced the majority of its bank debt, resulting in a reduction of current financial liabilities below the amount of liquidity. Therefore, the management believes that liquidity risk for the group is limited.

Current geopolitical situation - crisis in Ukraine

With regards to the current geopolitical situation, it should be noted preliminary that the Group is not directly exposed to the Russian and Ukrainian economies. The consequences of the invasion of Ukraine by the Russian Federation are not currently such as to give rise to concern for the businesses of Group companies and are not expected to have any impact on their ability to continue operating as going concerns: however, any significant fall in consumer confidence and/or disposable income could have a negative impact on the volumes of the various lines of business. The Group also constantly monitors the trend of inflation and energy costs, whose impacts are not considered significant in view of the nature of the businesses of the Group companies.

Operating risk and going concern

The technological component is an essential element for the operating activities of the Group; therefore, there is the risk that the possible malfunctioning of the technological infrastructure may cause an interruption of client services or loss of data. However, the companies of the Group have developed a series of plans, procedures and tools to guarantee business continuity and data security. 

Considering the economic and financial situation, in particular the level of available reserves, and taking into account the trend of the net working capital and of the economic and financial situation, the separated and consolidated financial reports have been prepared considering the assumption of going concern respected.

It should also be considered that the Group, as in previous years, achieved positive economic results, and, despite uncertain macroeconomic scenarios, that future economic forecasts are also positive. Finally, the Group has adequate financial resources to meet its future obligations over a period of at least 12 months from the date of approval of the financial statements, and it can, where necessary, activate additional levers to rapidly liquidate significant investments.

Risk linked to Climate Change

Please refer to the Consolidated Sustainability Reporting, available within this Report.

• • 4. Information concerning environment and human resources

With regards to the management of human resources and of environmental matters for the financial year ended December 31, 2024, we are not aware of any events that could entail any responsibility for the Group.

• 12. Consolidated Sustainability Reporting

      5. General Information [ESRS 2]

General basis for preparation of sustainability statements [BP-1]

The Group has prepared its Consolidated Sustainability Reporting consistently with its financial reporting system and in compliance with ESRS as provided by the Corporate Sustainability Reporting Directive 2022/2464 (CSRD) and from implementing Legislative Decree No. 125/2024.

In particular, the scope of the Consolidated Sustainability Report coincides with that of the Consolidated Financial Statements, ensuring uniformity in the presentation of sustainability information and includes the companies consolidated on a line-by-line basis for financial reporting, as indicated in the Group Corporate Structure as of December 31, 2024.  [BP1-5-a, b i]

Within the scope of the Group, it should be noted that the sustainability report is prepared exclusively by the parent company Moltiply Group S.p.A..

The study underlying the Report also considered the dynamics of the Group's value chain, including upstream and downstream aspects relevant to the assessment of impacts, risks and opportunities. Specific details concerning the coverage of the value chain are illustrated in accordance with the guidance provided by ESRS 1 in the following paragraph. [BP1-5-c]

Moltiply Group did not make use of the option to omit data relating to intellectual property, know-how or innovation results. Furthermore, it did not take advantage of the exemption of the exemption from disclosure of upcoming developments or matters under negotiation provided by EU law. [BP1-5-d]

Value chain [ESRS 1] 

The value chain analysis took into account both the upstream phase, i.e. the main suppliers and strategic partners, and the downstream phase, which includes users accessing online comparison services and client financial institutions. 

A simplified representation of the Group's value chain, broken down by the Mavriq and Moltiply BPO&Tech Divisions, is reported below:

The main items of the value chain of the Mavriq Division of the Group are: 

• the services provided by the companies of the Mavriq Division, which are positioned in their respective markets (declined geographically in the countries in which the Group operates) between the providers of the various products/services - the product suppliers - and the consumers who benefit from such services;  

• the product suppliers, such as banks, financial intermediaries, insurance companies, e-commerce and utilities operators and the related products. The revenues of the Mavriq Division are from the product suppliers, which benefit from the distribution and comparison services provided by the Group toward consumers;

• the consumers, as well as beneficiaries, of the different services provided by the companies of the Mavriq Division; the services offered do not entail additional costs for the consumers who, for this reason, are described as beneficiaries of the services provided by the companies of Mavriq Division;

• the supply of goods and services useful to the pursuit of the activities of the Group (e.g. advertising, IT systems, advisory services, utilities, etc.).

The main items of the value chain of the Moltiply BPO&Tech Division are:

• the services provided by the companies of the Division, which impact different products in their respective markets (e.g. processing services for retail mortgage underwriting). The services provided by the Group are offered on behalf and sometimes in the name of the financial institution clients; 

• the products related to the services provided by the companies of the Division;

• the customers who benefit from the services provided by the companies of the Division, such as banks, financial intermediaries, insurance companies, etc.;

• the supply of goods and services useful to the pursuit of the activities of the Group (e.g. advertising, IT systems, advisory services, utilities, etc.);

• the massive suppliers who provide certain services to the entities of the Division (e.g. public notaries, real estate appraisers, insurance experts, etc.).

Actions to improve its ESG performance are described within the paragraphs of reference.

Disclosures in relation to specific circumstances [BP-2]

This consolidated Sustainability Report is prepared in accordance with the ESRS as developed by EFRAG. The Group has not used alternative reporting frameworks or regulations. Information on any specific circumstances is provided below in the interest of greater transparency and understanding.

As provided in section 6.4 of ESRS 1, Moltiply conducted its own double materiality analysis and identified its objectives within the 'ESG Plan' over short (12 months), medium (1 to 3 years) and long-term time horizons (over 5 years). [BP-2 9]

The forward-looking information has been prepared on the basis of assumptions about events that may occur in the future and possible future actions to be taken by the Group.

The sustainability metrics provided include estimated data related to the upstream and downstream value chain, concerning the determination of scope 3 emissions, required by E1-6. Some quantitative metrics contained may be subject to a high level of measurement uncertainty. [BP-2 10]

Although no material errors were identified in the information reported in previous periods, following the adoption of the ESRS, some reporting metrics and methodologies had to be revised and expanded, in particular for: [BP-2-14]

• the reporting of greenhouse gas emissions;

• the integration of additional areas in the value chain to assess impacts, risks and opportunities;  

• the expansion of ESG indicators object of reporting.

These updates are not the result of errors in previous reporting, but rather represent an adaptation to the new regulatory and methodological framework provided by the ESRS. [BP-2-13]

Moltiply has not made use of the transitional provisions of Appendix C of ESRS 1, as it exceeds the limit of 750 employees. [BP-2-17]

 The role of the administrative, management and supervisory bodies [GOV -1]

Please refer to chapter 2.12.4 - Governance.

Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies [GOV -2]

The Board of Directors and the relevant committees receive regular updates on the ESG impacts, risks and opportunities identified, as well as on the implementation of policies and actions defined to address them.

In particular, the Board of Directors is informed at least once a year by the ESG Manager, who outlines: [GOV-2-26 a]

• the material impacts identified according to the double materiality process;

• ESG risks and opportunities, with particular reference to the climate transition;

• monitoring of ESG metrics and targets, including progress towards CO₂ reduction targets and other performance measures.

At present, the boards of directors, management and control do not take impacts, risks and opportunities into account when monitoring the company's strategy.

Impacts, risks and opportunities have been integrated into the governance and strategic supervision processes through: [GOV-2-26 b]

• the analysis of trade-offs between ESG and business objectives, assessing the balance between growth, investment and environmental/social responsibility;

• the risk management process, incorporating physical and transitional risks related to climate change, ESG regulatory risks and reputational risks arising from unsustainable practices.

During the reporting period, the ESG Manager examined and addressed the following sustainability issues: [GOV-2 26 c]

• energy consumption of the locations and related assessment of the strategy to reduce emissions and possible integration of renewable energy;

• monitoring of ESG metrics and progress towards environmental and social targets with performance analysis on CO₂ emissions.

Integration of sustainability-related performance in incentive schemes [GOV-3]

The Group integrates climate considerations into the remuneration mechanisms for executive directors. In particular, ESG improvement is one of the five parameters used for qualitative assessment, along with strategic vision, corporate development, compliance & risk management and investor relations. Overall, the qualitative assessment (on which sustainability issues also have an impact) is worth about 7% of the total remuneration of executive directors. With reference to the current reporting period, the performance of executive directors is assessed by taking into consideration the overall substantive progress and monitoring of sustainability key performance indicators, and currently does not take into account the greenhouse gas emission reduction targets, which were recently defined as part of the preparation of the Group's ESG Plan (the 'ESG Plan').

Statement on due diligence [GOV-4]

At present, the Group has not formalized a due diligence process with regard to sustainability issues.

Risk management and internal controls over sustainability reporting [GOV-5]

The risk management and internal control system dedicated to Consolidated Sustainability Reporting is designed to ensure the accuracy, consistency and reliability of the key ESG indicators reported in this report. This system integrates with the broader internal control and risk management framework adopted by the Group.

The internal control system, set up by the internal audit function, is mainly aimed at mitigating the risks of completeness, integrity and accuracy of data and information in sustainability reporting. In particular, the controls cover the process of identifying and assessing risks, opportunities and relevant impacts, verifying their consistency with the main characteristics of the Group and its activities, and the process of collecting, aggregating and reporting the main environmental, social and governance performance indicators, through sample analysis of work files and supporting documentation.

The outcome of this assessment is communicated, through an annual report, to the sustainability reporting function and to the Audit and Risk Committee, together with the other activities set out in the audit plan. [GOV-5 36]

Strategy, business model and value chain [SBM-1]

With reference to the disclosure requirements concerning the business model, Group structure, number of employees per geographic area and value chain, please refer to what has already been described in the report on operations or in this report, in paragraphs 2.1 and 2.2 in this report.

The business model is integrated with the Group's sustainability objectives, and both Group divisions are able to generate value for their stakeholders. [SBM-1 38, 39]

In particular, the Moltiply BPO&Tech Division positions itself as a major player in BPO (Business Process Outsourcing) and IT services, supporting the banking and insurance sector through advanced and highly specialized solutions. The value generated comes from the combination of technological expertise, operational capabilities and innovation in outsourcing processes. These contributions are realized through investments in technology, digitalization of processes and optimization of IT solutions, ensuring high standards of security and regulatory compliance.

The Mavriq Division, on the other hand, operates as one of the leading international players in online comparison and brokerage, facilitating informed consumer choice and allowing consumers to save money. [SBM-1 40 a]

Interests and views of stakeholders [SBM-2]

Below are the stakeholders identified as relevant for the Group and the respective channels of communication or involvement in place with them. [SBM-2 45 a i,ii,iii]

The Group takes into account the result of this communication with the aim of improving the processes in which the various stakeholders are involved.

Material impacts, risks and opportunities and their interaction with strategy and business model [SBM-3] 

Moltiply Group S.p.A. and its subsidiaries disclose information on sustainability issues according to the principle of double materiality. The materiality assessment is the starting point for sustainability reporting under the ESRS.

The Group has identified the following negative impacts:

• E1 - Climate change - "Climate change mitigation" with expected long-term effect;

• E1 - Climate change - "Energy" with expected short-term effect;

• S1 - Own workforce, - "Working conditions" with potential effect in the short term;

• S1 - Own workforce - "Equal treatment and opportunities for all" with potential short-term effect.

The Group has identified the following positive impact:

• S4 - Consumers and End-Users, - "Social inclusion of consumers and/or end-users" with expected short-term effect.

The Group has also identified the following potential risks:

• E1 - Climate change - "Adaptation to climate change" with potential long-term effect;

• E1 - Climate change - "Climate change mitigation" with potential long-term effect;

• E1 - Climate change - "Energy" with potential medium-term effect;

• S1 - Own workforce, - "Working conditions" with potential medium-term effect;

• S4 - Consumers and end-users - "Information-related impacts for consumers and/or end-users" and "Confidentiality and access to quality information" with potential medium-term effect;

• S4 - Consumers and end-users - "Social inclusion of consumers and/or end-users" and "Responsible business practices" with potential medium-term effect; 

• G1 - Governance, - "Whistleblower protection and political engagement and lobbying" (in the long term, not reversible)" with potential long-term effect; 

• G1 - Governance, - "Supplier management" with potential short-term effect; 

• G1 - Governance, - "Active and Passive Corruption" and "Prevention and Detection including Training and Incidents" with potential short-term effect.

Finally, the Group has identified the following opportunities:

• E1 - Climate Change, - "Adaptation to climate change" with expected short-term effect.

• E1 - Climate change, - "Climate change mitigation" with potential long-term effect.

• G1 - Governance, - "Corporate Culture and Protection of Whistleblowers" with potential medium-term effect. [SBM 3 48 a,c]

For a description of the actions planned to address the above-mentioned impacts or risks, or to pursue the opportunities, and their current or expected financial effects, please refer to the chapters dedicated to the individual topics.

Based on this evidence, the Group has, therefore, outlined an ESG Plan, aimed at defining priority objectives and actions that can manage risks, reduce impacts, and enhance opportunities. 

With the definition of the ESG Plan, the Group commits to mitigate its greenhouse gas emissions, adopt energy efficiency strategies, and progressively increase the share of energy produced from renewable sources. Please refer to Chapter 2.12.2 - Environment for a detailed description of the sustainability goals defined by the Group.

In the Social dimension the Group recognizes the importance of assessing, valuing, and promoting its workforce, ensuring equal opportunities, improving the quality of working conditions, and proactively responding to the social needs of employees, consumers, and target communities. The materiality analysis highlighted the importance of pursuing concrete actions in some key areas: improvement of working conditions, equal treatment and opportunities, occupational health and safety, employee satisfaction, and consumer social inclusion. In this field the Group aims to continuously improve the working environment and working conditions of its employees in order to promote their well-being, and consequently to mitigate the potential negative impacts identified.

Finally, the Governance dimension is the basis on which responsible corporate governance and transparency of the Group's activities are based. The Group has not yet defined quantitative targets in this area, however, it recognizes the importance of implementing targeted interventions to be carried out in the medium term to strengthen corporate governance by promoting a management model marked by transparency, integrity and accountability. These include finalizing the anti-corruption policy, updating current Group policies, and introducing a system for monitoring ESG objectives.

Since the materiality analysis was carried out for the first time this year, a comparison with the previous year is not possible.

Description of the processes to identify and assess material impacts, risks and opportunities [IRO-1]

The Group has adopted a structured process for identifying and assessing impacts, risks and opportunities in accordance with the requirements of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS). This process has been developed to ensure an integrated approach to sustainability, with an analysis based on double materiality, which considers both the Company's impacts on the environment (impact materiality) and the risks and opportunities that environmental, social and governance (ESG) factors may generate on the Group's financial performance (financial materiality). [ESRS 2 IRO1- 53 a]

The identification of impacts, risks and opportunities is carried out through an in-depth analysis involving the main corporate functions involved, together with the ESG Manager, who has a comprehensive view of the entire process.

The process is monitored through regular internal audits, and will be updated on the basis of regulatory developments and feedback received from internal stakeholders.

The study of Double Materiality is based on a set of objective and measurable criteria to ensure a robust analysis aligned with ESRS. The objective is to consistently select and assess the most relevant ESG topics for Moltiply and its stakeholders, balancing impacts, risks and opportunities. Criteria used include:  

• Analysis of regulatory and market requirements;

• Magnitude of impact, analysis of the severity and duration of environmental, social and governance impacts, considering both short-term and long-term effects;

• Geographical and sectoral scale assessment, to understand the impact of each issue in the various operational areas;

• Probability of occurrence;

• Application of risk analysis based on quantitative and qualitative models to estimate the likelihood of a given ESG impact occurring;

• Review of past experience and industry trends to identify areas of increased exposure.

• Financial and operational impact: Identification of ESG issues that may directly affect the economic stability of Moltiply, including changes in operating costs, market competitiveness and investment decisions;

• Mapping of risks related to climate change, new regulations and changes in consumer preferences. 

• Alignment with reference standards through the classification of topics according to the criteria of the European Sustainability Reporting Standards (ESRS);

• Time horizon of impact: distinction between short-term and long-term impacts to ensure a balanced ESG strategy that can adapt to future changes;

• Definition of monitoring indicators to assess the evolution of materiality over time.

With regard to impacts, materiality is assessed according to the following aspects:

(a) the magnitude (scale),

(b) the extent of the impact (scope),

(c) the remediability,

(d) the Probability (P), that a given event may occur

In the evaluation of impacts, impacts with a rating of at least 1 are considered relevant.

For financial Materiality, on the other hand, account was taken of the magnitude, as shown in the following table:

In the evaluation of impacts, impacts with a rating of at least 1 are considered relevant.

Regarding the probability (P) that a given event may occur, this is estimated, depending on the following parameters:

A.     Precedents occurred during the life of the Group;

B.     Chance of occurrence taking into account new business areas;

So, for the impact assessment, the formula used is as follows: [IRO-1-53 b iv]

Positive Impact = P x Average (Scale, Scope)

Negative Impact = P x Average (Scale, Scope, Remediability)

Likewise, the level of risk and opportunity is assessed through the following formula: [IRO-1-53 c ii]

Financial materiality = Magnitude x Probability

This methodology led to the identification of the impacts, risks and opportunities described in the previous section. 

Factors such as the nature of the Group's services, business relationships, and geographical size were taken into account in the process of identifying impacts. [IRO-1-53 b i, ii]

External stakeholder consultation in the assessment of impacts, risks and opportunities was not included.

The analysis of material impacts, risks and opportunities is a dynamic and constantly updated process. The monitoring system includes periodic review of materiality based on regulatory and scenario updates, involvement of governance bodies with periodic reports on ESG impacts and mitigation strategies, and integration of internal control tools to ensure consistency and effectiveness of adopted policies.

The Group then analyzed the connections between the various material impacts and the risks and opportunities that may arise from them. In particular, the following were considered:

• the interconnections between environmental impacts and operational risks, such as increased energy costs related to the need to mitigate CO₂ emissions; 

• critical value chain dependencies, such as reliance on IT vendors for hosting and cloud computing, which exposes the enterprise to service disruption risks or stringent sustainability regulations; 

• opportunities arising from market trends, such as the growing demand for sustainable digital services, which encourages the development of low-impact solutions.

Since the company does not have an ERM system, sustainability risks are currently not integrated into the company analysis and, consequently, their assessment is not included in the overall company management. [IRO 1-53 ciii, e, f]. With reference to internal control, however, it should be noted that the administration and control bodies are involved in the process of preparing Sustainability Reporting by ensuring that the decision-making process is aligned with best governance practices and regulatory and market expectations. In particular, the ESG Manager, Marco Pescarmona, point of connection between the different corporate functions and the Board of Directors, plays a coordinating and supervisory role in the procedures aimed at managing relevant risks, impacts and opportunities, and in the definition of policies, objectives and action plans. In addition, the entire board of directors is involved, which, after appropriate briefings provided by the ESG Manager, annually evaluates and approves the double materiality analysis, as well as the ESG plan. This process enables the board of directors to exercise direct and informed control over strategic sustainability choices, strengthening the Group's ability to respond proactively to challenges related to climate and/or regulatory change. Finally, the Audit and Risk Committee and the Board of Statutory Auditors operate, with the support of the internal audit function, as part of the internal control system relating to sustainability reporting. [IRO-1-53 d]

The materiality assessment process adopted specific input parameters that include:  

• internal information, including financial reports, internal audits and sustainability KPIs.  

• external data, including industry benchmarks, regulatory guidelines (e.g., ESRS, CSRD) and market research. [IRO-1-53 g]

Compared to the previous reporting period, the relevance study has evolved significantly from a framework based on the GRI Standards (used in NFI 2023) to a methodology compliant with the European Sustainability Reporting Standards (ESRS). The main changes are the adoption of double materiality, with an integrated assessment of ESG impacts and financial risks/opportunities, the introduction of new areas of analysis, such as GHG Scope 3 emissions reporting, the assessment of climate transition risks, greater depth of value chain, with a specific focus on upstream (IT vendors) and downstream (users of digital services) impacts.  [IRO-1-53 h]

The last review of the process was conducted in December 2024, in conjunction with the adoption of ESRS. The next review of the materiality assessment is scheduled during 2025, in line with the Group's annual reporting cycle.

Disclosure requirements in ESRS covered by the undertaking's sustainability statement [IRO-2]

On the basis of the methodology described, Moltiply conducted an in-depth evaluation of its services and came to identify the direct and indirect, negative and positive impacts, risks and opportunities related to its business and value chain. Among the standards made available by EFRAG, the following turned out to be material:

• E1 - Climate Change. The Group discloses GHG emissions related to scope 1, 2 and 3 (E1-6 'Gross GHG emissions of scope 1, 2, 3 and total GHG emissions'). In addition, it provides qualitative information on the expected financial effects of relevant physical and transition risks and potential climate-related opportunities.

• S1 - Own workforce. The working conditions of its employees and equal opportunities are considered to be issues of fundamental importance to the Group. For the 'Other work-related rights' area, the various categories, although abstractly relevant (e.g. adequate accommodation during business trips), are not so relevant that they can be said to represent an actual or potential risk or opportunity for the Group, nor can they generate an impact on it with tangible effects.

• S4 - Consumers and End-Users. For category S4, "Consumers and End-Users", the Group, operating in the service sector, does not consider issues such as consumer health and safety or the protection of minors to be relevant. However, it considers other issues such as data privacy, access to information, fair commercial practices and non-discrimination to be relevant. These issues are, in fact, considered fundamental to ensuring a responsible and transparent relationship with end users.

• G1 - Governance. For category G1, "Business Conduct", aspects such as animal welfare were considered insignificant. On the contrary, the Group assessed corporate culture, management of relations with suppliers and the prevention of active and passive corruption as issues of primary importance, considering them fundamental to ethical and responsible business conduct.

The other macro-categories offered were assessed as not applicable or not significant, i.e. not within the Group's materiality threshold, in light of the following reasons:

• E2 - Pollution. Topic E2 refers to pollution of air, water, soil, living organisms and food resources, substances of concern and microplastics. The Group operates in the service sector and does not produce the kind of pollution referred to in the standard, which is therefore not applicable.

• E3 - Water and Marine Resources. Moltiply operates through numerous locations in Italy and abroad, which use water resources mainly for office activities. Although the group records some water consumption, this is limited and attributable to ordinary operational needs (e.g. sanitation and daily office use). Therefore, water consumption and water withdrawal are considered insignificant in terms of material impacts. As for the other issues of the standard (water discharges, discharges to the oceans extraction and use of marine resources), they are not applicable to the group's activities, as they are not relevant to the operational context.

• E4 - Biodiversity and Ecosystems. Sub-topics of the Standard include direct impacts on biodiversity, impacts on the status of species, impacts on the extent and condition of ecosystems, and impacts and dependencies in terms of ecosystem services. The issues addressed in Standard E4 are, therefore, considered not applicable in light of the Group's activities.

• E5 - Circular economy. There are no significant production processes or outflows of resources, making these areas insignificant for the Group's operating model. The production of waste, related to office activities (e.g. paper, plastic), is also considered not significant in terms of impacts.

• S2 - Workers in the value chain. The entire topic S2 category has been classified as insignificant because, although the Group pays special attention to the policies that suppliers apply to their employees, it has a very limited percentage of outsourced activities.

• S3 - Affected Communities. The topic S3 Standard was assessed as not significant in terms of both impacts and risks and opportunities. In fact, Moltiply Group operates in a service-oriented business context, with no activities or projects that have significant direct impacts on these areas. Furthermore, there are no specific critical issues that require significant monitoring or intervention.

The methodology adopted in the materiality assessment process included:  

• An analysis of its value chain; 

• An assessment of the market context and relevant regulations;  

• A materiality threshold (defined according to the criteria described in the previous section), a key parameter in order to determine whether a sustainability issue, on the list of thematic ESRS, should be reported.

The study underlying this Report enabled the Group to identify concrete and measurable actions to improve its ESG performance along the value chain and strengthen its commitment to sustainability.

This consolidated sustainability Report has been prepared in accordance with the European Sustainability Reporting Standards (ESRS), following the outcome of the double materiality assessment conducted by the company, which identified relevant impacts, risks and opportunities.

In the interest of transparency and to facilitate consultation of the document, a Content Index is provided, which provides a structured list of the disclosure requirements met, indicating the relevant sections and page numbers where this information is presented. The Table of Contents allows stakeholders to quickly locate key information, ensuring a clear and verifiable alignment between the contents of the accountability report and the regulatory requirements under ESRS.

[IRO-2-56]

In addition, in accordance with ESRS, a summary table of data points required by other European Union regulations is also included, as specified in Appendix B of the referenced standard. In line with the provisions of ESRS 1, Paragraph 35, data points that the company has assessed as non-material are also included, clearly specifying this in the table by indicating "Not Material." [IRO-2-59]

• • 2. Environment

Reporting according to the Regulation (EU) 2020/852 - "EU Taxonomy Regulation"

With reference to the provisions of Regulation (EU) 2020/852 - "EU Taxonomy Regulation", adopted in June 2020 by the European Parliament and the EU Council, introduced to establish a framework which  promotes sustainable investments, and defines the six environmental objectives against which activities, projects and investments can be defined and classified as sustainable, the Group conducted an analysis aimed at identifying the activities considered 'eligible' or 'aligned'. An activity is subsequently considered to be aligned with the taxonomy when it contributes to at least one of the six environmental objectives, at the same time does not cause significant damage to other sustainability objectives (DNSH principle) and respects the minimum safeguards.

In order to assess alignment with the objectives, analyses were carried out for each identified eligible activity to verify compliance with the substantive contribution criteria and the 'DNSH' criteria for each objective.

The mapping of eligible activities led to the identification of the following activities, all 'related to the purchase of products from economic activities aligned with the taxonomy and individual measures that enable target activities to achieve low carbon emissions':

• 6.5. with reference to expenditure related to the car fleet;

• 7.2. with reference to expenditure related to the renovation of the buildings in Monastir (CA) and Matera;

• 7.6. with reference to expenditure related to the maintenance of photovoltaic systems;

• 7.7. with reference to expenditure related to the purchase of an office in Matera;

• 8.1. with reference to expenditure related to the purchase of servers and other hardware equipment.

Climate Change Mitigation 

Activity 6.5 - Transport by motorbikes, cars (purchase)

Substantial contribution: With regard to this expenditure, the substantial contribution criteria require that these vehicles belong to a specific emission class, which varies according to the type of vehicle. For the current reporting year, the Group considers the activity to meet the substantial contribution criteria only for electric and full-hybrid vehicles in the fleet.

DNSH: There is a DNSH criterion for the activity with respect to the climate change adaptation objective. This criterion requires a physical climate risk vulnerability identification and assessment analysis to be carried out, which, however, was not done and therefore, the criterion is not met.  

Furthermore, in the absence of sufficient evidence to allow a full assessment of compliance with the criteria, the Group considers the activity to be not fully compliant with the requirements of the additional DNSH of the activity.

7.2. Renovation of existing buildings 

Substantial contribution: For this expenditure, the renovation of buildings shall comply with the applicable requirements for major renovations, or alternatively, a reduction in primary energy needs of at least 30 % is required.

DNSH: For the activity there is a DNSH criterion with respect to the climate change adaptation objective. This criterion requires that an analysis of the identification and assessment of the vulnerability of physical climate risks be carried out, which, however, was not done and therefore, the criterion is not met.

Furthermore, in the absence of sufficient evidence to allow a full assessment of compliance with the criteria, the Group considers the activity to be not fully compliant with the requirements of the additional DNSH of the activity.

7.6. Installation, maintenance and repair of renewable energy technology 

Substantial contribution: with respect to these expenses, the criteria for substantial contribution include the installation, maintenance and repair of solar photovoltaic systems and ancillary technical equipment. For the current reporting year, the Group considers the activity to be compliant with the substantial contribution criteria for efficiency measures carried out at the Group's premises.

DNSH: a DNSH criterion is provided for the activity with respect to the climate change adaptation objective. This criterion requires that an analysis of the identification and assessment of the vulnerability of physical climate risks be carried out, which, however, was not done and therefore, the criterion is not met.

7.7. Purchase and Ownership of Buildings 

Substantial contribution: for this expenditure, the substantial contribution criteria require energy performance indicators that are not met. 

DNSH: a DNSH criterion is provided for the activity with respect to the climate change adaptation objective. This criterion requires that an analysis of the identification and assessment of the vulnerability of physical climate risks be carried out, which, however, was not done and therefore, the criterion is not met.

8.1. Data processing, hosting and related activities 

Substantial contribution: for these expenditures, the substantial contribution criteria require the implementation of certain practices and compliance with certain levels of global warming potential, which, in the absence of sufficient evidence to allow a full assessment, are not met.

DNSH: there is a DNSH criterion for the activity with respect to the climate change adaptation objective. This criterion requires that an analysis of the identification and assessment of the vulnerability of physical climate risks be carried out, which, however, was not done and therefore, the criterion is not met.

Furthermore, in the absence of sufficient evidence to allow a full assessment of compliance with the criteria, the Group considers the activity to be not fully compliant with the requirements of the additional DNSH of the activity.

Minimum safeguard guarantees

For compliance with Article 18 of Regulation 2020/852, the Group analyzed compliance with the minimum safeguards on issues related to human and labor rights, corruption, taxation and fair competition.

In particular, the Group considered the following negative impact indicators:

Human rights, including workers' rights

The Group's commitment to responsible business conduct with respect for human rights is manifested in its Code of Ethics and HR Policy, the application of which is monitored by the Group's HR department. For more details, please refer to the chapter on ESRS S2 and ESRS G1.

Taxation 

The Group is committed to managing taxation in compliance with the tax laws of the countries in which it operates, based on cooperation and transparency with Tax Authorities and third parties, in order to minimize any substantial impact in terms of both tax and reputational risk.

Fair competition 

The Group implements appropriate measures on fair competition, both through specific procedures and through training sessions, with the aim of making employees and collaborators aware of the rules protecting competition. For more details, please refer to the chapter related to ESRS G1.

Anti-corruption

The procedures and measures adopted by Moltiply to mitigate the risk of corruption are described in the chapter on ESRS G1.

Disputes 

As highlighted in the chapter on ESRS G1, the Group has not been definitively convicted for any labor or human rights violations, corruption or taxation. With regard to taxation, the Group has not been convicted to pay significant penalties by the tax authorities of the various countries in which it operates.

The Group therefore conducts its business activities in compliance with the criteria for minimum safeguards.

Turnover Ratio

The turnover ratio is given by the ratio of the "share of turnover associated with eligible activities" to total turnover, where the numerator share of turnover is calculated as the part of net turnover deriving from the sale of products and the provision of services related to eligible/aligned activities, while total turnover is defined as the total of values deriving from the sale of products and the provision of services net of intercompany balances, discounts and value-added taxes directly related to it.

The total turnover as denominator is equal to the total revenues reported in the income statement in the consolidated annual financial report, Equal to Euro 453,978 thousand as of December 31, 2024.

In order to determine the share of turnover associated with eligible activities, the company performs a careful annual analysis of the activities carried out by each company belonging to the Group, in order to identify the activities that may fall within those aligned and eligible as described by the Delegated Regulation (EU) 2021/2139, making reference to the accounting documents available to all Group companies.

As of December 31, 2024, the Group has not identified any eligible activities, and therefore the ratio is 0%, as shown in the table below:

Incidence on capital expenditure

The incidence on capital expenditure ("CapEx") is given by the "ratio of share of capital expenditure related to taxonomy eligible/aligned assets to the total capital expenditure". 

To determine CapEx denominator, it is necessary to consider the total increases to tangible and tangible fixed assets, including the ROU resulting from the application of IFRS 16 and the increases resulting from the business combinations that occurred during the financial year, which are available in the related tables in the notes to the consolidated financial statements. This table is the result of aggregating the asset movement tables of all companies within the scope of consolidation, net of intercompany eliminations.

As of December 31, 2024, the sum of the denominator increases is equal to Euro 87,428 thousand.

The share of CapEx attributable to tax-eligible activities is equal to Euro 4,083 thousand, as the sum of the following eligible capex, and which contribute substantially to climate change mitigation:

• 6.5. Transport by motorbikes, passenger cars and light commercial vehicles for Euro 1,039 thousand: this item mainly refers to the increase in value in use, recognized in accordance with IFRS 16, of motor vehicles leased by the Group.

• 7.2 Renovation of existing buildings for Euro 1,124 thousand: this item refers to capital expenditure incurred in connection with the renovation of buildings owned in Monastir (CA) and Matera.

• 7.6. Installation, maintenance and repair of renewable energy technologies for Euro 10 thousand: this item refers to the purchase of films used for photovoltaic systems installed at some Group's offices.

• 7.7. Acquisition and ownership of buildings for Euro 809 thousand, referring to the purchase of an office located in Matera;

8.1. Data processing, hosting and related activities for Euro 1,101 thousand: this item refers to costs incurred for the purchase of servers and other hardware equipment.

The relevant table is shown below:

Incidence on operating expenditure

The Incidence on operating expenditure ("OpEx") is given by the ratio of the share of operating expenses related to taxonomy eligible/aligned activities to total operating expenditure. 

In particular, according to the Regulation, total operating expenditure includes expenditure relating to:

• non-capitalised research and development;

• measures of building renovations; 

• short-term lease; 

• maintenances and repair; 

• day-to-day servicing of assets.

To this end, it is necessary to identify these cost items within the individual financial statements of the companies included in the scope of consolidation, net of intercompany transactions. 

The directors conducted a materiality analysis of the KPI related to operating expenses (OpEx), as defined in the previous paragraph, identifying a denominator value of Euro 389 thousand. The total operating costs resulting from the consolidated financial statements is equal to Euro 356,739 thousand and shows how the Opex indicator is not relevant to the business model, which is mainly focused on the offer of services. As it was found that the total operating costs included in the KPI were less than 0.2% of the total operating costs, it was decided not to report the indicator.

Finally, the table on nuclear energy and fossil gas activities is shown:

Climate Change [ESRS E1]

Integration of sustainability related performance in incentive schemes [GOV-3]

With reference to the current reporting period, the performance of executive directors is assessed by taking into consideration the overall substantive progress and monitoring of sustainability kpi, and currently does not take into account the greenhouse gas emission reduction targets, which were recently defined as part of the preparation of the Group's ESG Plan (the 'ESG Plan'), and disclosed pursuant to the E1-4 disclosure requirement.

Material impacts, risks and opportunities and their interaction with strategy and business model [SBM-3]

The Group has identified climate change as a relevant impact factor for its operations, dividing the analysis into the three key areas: climate change adaptation, climate change mitigation and energy. These issues have both direct and indirect impacts, occurring along the entire value chain, with upstream and downstream effects.

Climate change adaptation 

• Risks: the main risk is physical, related to the possibility that the Group's infrastructure and operations may not be sufficiently resilient in the face of extreme weather events (e.g. floods), with the risk of operational disruptions, damage to facilities and high restoration costs.

• Opportunities: The opportunity related to climate change adaptation is linked to the higher revenues that can be realized by Moltiply Claims business line, with reference to the higher number of environmental insurance claims to be managed for the Group: in fact, the business line has recorded an increase in insurance claims following some extreme weather events that have affected some regions in Italy.

Climate Change Mitigation

• Negative impacts: the Group's current operational needs generate impacts that affect climate change mitigation. For example, the use of hardware and software devices that require electricity, not always from renewable sources, contributes directly to the carbon footprint. Similarly, business travel and employee commuting represent an additional source of emissions. At the upstream level, the production of hardware and software used by the Group contributes to the lack of climate change mitigation, due to emissions associated with their manufacture and transport.

• Risks: the main risk is transitional, arising from the possibility that the Group may fail to adequately reduce its emissions, resulting in regulatory penalties and compliance costs if more stringent sustainability standards are introduced.

• Opportunities: the opportunity related to climate change mitigation offers the Group the chance to distinguish itself as a sustainable company, improving its attractiveness to investors and environmentally conscious customers. Reducing greenhouse gas emissions and investing in renewable energy or low-emission technologies can open up new markets and economic incentives, such as tax benefits or sustainability-related financing. In addition, anticipating future climate regulations can give the Group a competitive advantage by reducing compliance risks and demonstrating a concrete commitment to the ecological transition. For example, the Moltiply Claims business line could benefit from the introduction of insurance obligations for companies and individuals to cover environmental damage.

Energy

• Negative impacts: Energy consumption attributable to the Group's operations, as well as upstream energy consumption attributable to the production of hardware and software, sometimes involves the use of electricity generated from fossil fuels such as coal, oil and natural gas, representing a potential impact on the depletion of energy sources.

• Risks: the risk is transitional. Fluctuations in energy costs could have an impact on costs, while the introduction of stricter regulations on greenhouse gas emissions could lead to the need for investment in more efficient technologies and renewable sources. At the upstream level, suppliers could also experience cost increases related to the energy transition, potentially affecting the prices of equipment purchased by the Group.

The Group did not conduct a resilience analysis, however, a qualitative analysis was conducted with respect to potential physical and transitional climate risks, which revealed low-impact physical risks for the Group, and therefore did not lead to a change in corporate strategy.

Description of the processes to identify and assess material climate-related impacts, risks and opportunities [IRO-1]

Moltiply Group has developed a structured process to identify and assess climate-related impacts, risks and opportunities, integrating this analysis into its sustainability management mechanisms. This approach is based on a systematic assessment involving various business functions and makes use of internal data, industry benchmarks and climate scenarios to ensure an accurate and up-to-date analysis.  

Climate impacts are identified through the mapping of operational activities and the value chain. The Group collects and analyses data on the energy consumption of technology infrastructures, employees' commuting and business travel, and emissions associated with the purchase and use of hardware and software. The process involves comparing the Group's environmental performance with the ESRS, allowing the main sources of greenhouse gas emissions to be identified and mitigation strategies to be defined.  

Transition risk analysis is based on continuous monitoring of regulations and market developments. The Group examines international, European and national environmental policies, assessing their potential impact on its operations, without, however, considering the scenarios envisaged by the Paris Agreement.

The methodology used involves a comparison between new regulations and the Group's current positioning in terms of emissions and sustainability, estimating the level of exposure to penalties, regulatory restrictions or cost increases due to compliance with new regulations.  

The Group has not identified any business activities that require significant efforts to be compatible with this transition.

In the process of identifying opportunities, the Group analyses market trends and possible industry developments in relation to the ecological transition, in order to identify potential benefits deriving from the adoption of decarbonization strategies and the integration of innovative low-emission solutions. The methodology adopted makes it possible to assess the Group's degree of exposure to regulatory and market changes, identifying opportunities for growth and competitive consolidation.  

Climate scenario analysis enables the Group to assess the implications of climate change in the short, medium and long term.

Transition plan for climate change mitigation [E1-1]

Moltiply Group does not have a transition plan for climate change mitigation prepared in according to to the Paris Agreement on Climate Change, but will consider adopting it in the medium term. 

However, the Group has prepared an ESG Plan, which is better described in section E1-4.

Policies related to climate change mitigation and adaptation [E1-2]

Moltiply Group has an environmental policy, which applies to all Italian companies of the Group, in order to manage its impacts, risks and opportunities related to climate change mitigation. The policy aims to ensure an approach in line with key international standards and regulations, including the United Nations Global Compact.

The environmental policy aims to identify the principles and guidelines to be adopted for the correct management of all company activities, in order to reduce the direct and indirect impacts generated on the environment and climate, implementing the climate change mitigation and energy efficiency measures described in paragraph E1-3 below. This policy applies to all the Group's Italian companies and, consequently, is binding for the conduct of all collaborators, be they directors, employees, agents, collaborators, as well as - where contractually provided for - commercial counterparts (professional clients and suppliers). It is specified that the main foreign subsidiaries (LeLynx SAS and Rastreator) also have procedures aimed at reducing the direct and indirect impacts generated on the environment and climate. The implementation of the policy is supervised by the Group ESG Manager.

This Policy, linked to the impacts and risks related to the sub-theme of climate change mitigation, provides a series of measures aimed at reducing emissions, and thus mitigating climate change, which include energy efficiency measures and increasing the use of energy from renewable sources.

Furthermore, it should be noted that the Group has involved 33% of its customers in initiatives related to environmental sustainability issues, intervening in the contractual conditions applicable in some relevant areas.

The policy, available on the Group's institutional website and intranet page, is constantly monitored to assess its effectiveness and alignment with the Group's sustainability goals and regulatory developments on climate change.

Actions and resources in relation to climate change policies [E1-3]

The Group's commitment to safeguarding the environment is particularly evident in the use of renewable energy sources in the main sites where it operates. In particular, the operating sites of Giussago (PV), Cagliari, Monastir (CA), Milan (via Desenzano 2 and via Lombardini) and Messina are equipped with photovoltaic systems that, in addition to covering the energetic needs of the Group, produce an electricity surplus that is re-entered into the national electrical grid.

Furthermore, to address the challenges of climate change, in line with the stated policies and with the aim of reducing the environmental impact of its activities, the Moltiply Group has identified a set of climate change mitigation and adaptation initiatives (the implementation of which is not subject to the availability of resources), such as: 

• Optimization of energy consumption: the Group has implemented measures to reduce energy consumption in data centers and operating sites, optimizing lighting and air conditioning.

• Transition to renewable energy sources: through photovoltaic systems installed at several Group operating sites, and the evaluation of partnerships with green energy suppliers.

• Measures to promote sustainable mobility practices for employees and the use of smart working to reduce emissions from home-work journeys.

• Subscription of insurance policies to cover environmental damage to offices.

The implementation of these measures is envisaged in the medium to long-term, and is limited to its own operations. The expected reduction in CO2 emissions is reported in section E1-4 below.

At present, no significant financial resources have been committed for the implementation of the actions and measures described above, however, where applicable, these costs have been taken into account in the definition of the business plans of the various CGUs.

Targets related to climate change mitigation and adaptation [E1-4]

The Group has not set absolute emission reduction targets according to the requirements prescribed by ESERS E1.

However, according to its sustainability strategy and commitments to reduce the environmental impact of its activities, The Group prepared an ESG Plan through which environmental targets were defined in relation to the total number of employees, aimed at reducing its carbon footprint. A key aspect of the ESG plan concerns the assessment of greenhouse gas emissions, i.e. those related to activities that could hinder the achievement of emission reduction targets. The targets are geared towards reducing greenhouse gas emissions, increasing energy efficiency and adopting climate change mitigation measures.

The Group has set the following climate targets as part of the ESG Plan:

• 5% reduction for each emissions category of scope 1, 2, market-based and 3, divided by the number of employees, by 2030;

• 20% increase in the share of energy consumed from renewable sources.

Progress in implementing the plan is monitored through periodic reports, allowing any areas for improvement to be identified and the effectiveness of the actions taken to be strengthened.

The Group has defined 2024 as the base year in which the targets are set, and as the base value, the total scope 1,2 (market-based) and 3 emissions mentioned in paragraph E1-5.

In particular, the Group has identified the following decarbonization levers and key actions for climate change mitigation:

• improving the energy efficiency of office facilities and equipment;

• increasing the share of electricity consumed from renewable sources (either produced by photovoltaic panels or purchased from third parties);

• staff training on the conscious use of energy in order to limit wastage in the offices;

• implementation of additional policies to increase smart working hours and reduce the frequency of home-work journeys;

• optimizing the use of materials by digitizing processes and reducing printing.

The Group constantly monitors its progress against its targets and periodically assesses the need to adjust its strategy to align with regulatory and scientific developments on climate change.

Energy consumption and mix [E1-5]

The Group's total energy consumption in the reporting period amounted to 7,729 MWh. 

This consumption, which can mainly be deduced from invoices received from energy suppliers, is broken down as follows:

Concerning the electric energy production through renewable sources, in the reporting period the amount of electricity produced and sold by installed plants is equal to 199.6 MWh (194.4 MWh in the previous year).

Gross Scopes 1, 2, 3 and Total GHG emissions [E1-6]

Moltiply Group monitors its GHG emissions throughout the value chain in accordance with the requirements of the ESRS.

Emissions are calculated according to the Greenhouse Gas Protocol (GHG Protocol), using methodologies consistent with ESRS E1-6. The analysis distinguishes emissions into Scope 1, Scope 2 and Scope 3, to provide a clear view of the direct and indirect impacts generated by the Group's activities.

Reported emissions are expressed in tonnes of CO2 equivalent (tCO2eq), as required by the standard, as shown in the table below:

The emissions have been calculated considering the Group's accounting consolidation perimeter, consistent with the perimeter of financial reporting. In particular, the perimeter of the consolidated Sustainability Report coincides with that of the Consolidated Financial Statements (see Group Structure as of December 31, 2024), i.e. it includes the companies consolidated on a line-by-line basis for financial reporting. Please note that Scope 3 emissions data are only shown for the year 2024, as this is the first year of reporting and calculation by the Group. The conversion factors used to align energy consumption come from DEFRA's GHG Conversion Factors table.

Conservative estimation approaches were used to calculate GHG emissions. Specifically, GHG emissions were calculated as follows:

• scope 1 emissions, expressed in terms of CO2 equivalent: 2024 DEFRA's "UK Government GHG Conversion Factors for Company Reporting" were used for emissions related to the consumption of natural gas, petrol, diesel and for those linked to refrigerant gas leaks.

• Scope 2 emissions, expressed in terms of CO2: for the calculation of emissions related to electricity, the factors for each country published by Terna in the International Comparisons section, and available in their most recent version for the Location-based approach and the Residual Mix published by the Association of Issuing Bodies in 2024 for the Market-based approach, were taken into consideration.

• Scope 3 emissions, expressed in terms of CO2: 2024 DEFRA's "UK Government GHG Conversion Factors for Company Reporting" were taken into account in the calculation of these emissions.

Regarding scope-3 emissions, the analysis focused on the most relevant categories for the sector, for which the relevant calculation methods are given below:

• Purchased goods and services: the figure includes indirect emissions from the use of Microsoft servers, considering the emission contribution from the energy consumption of the servers themselves and the combustion of fuels for emergency power supply. This figure is added to the emission contribution given by the main categories of goods purchased by the Group and recognized in the income statement, such as electronic equipment and various IT material. This calculation was conducted according to the average-data method, applying the emission factors to the primary data (weight of material). For the identification of assets and minute equipment, a minimum weight threshold was defined by extraction from the management system, and typical operational purchases were considered. 

• Capital goods: the figure was calculated according to the average-data method, applying the emission factors to the primary data (weight of material), for the main categories of assets purchased by the Group subject to capitalization, such as hardware systems and office machines.

• Energy-related activities: the figure was calculated according to the average-data method, applying the emission factors to the primary data referring to the consumption of purchased electricity and the fuels used (natural gas, diesel and gasoline).

• Transport and upstream distribution: the figure was calculated according to the distance-based method, applying the emission factors to the distance travelled, estimated from the location of suppliers and the point of delivery for the main categories of goods purchased by the Group described among the previous categories, according to criteria that take into account the average weight per category of goods purchased.

• Business trips: the figure was calculated according to the distance-based method, applying emission factors to the km travelled, estimated by applying specific coefficients to the various expense items attributable to business trips, such as air, train and road travel. The figure also includes the emission contribution related to overnight stays in hotels, calculated by multiplying the specific emission factor by the number of overnight stays.

• Employee commuting (home-work): the figure was calculated using the distance-based method, applying the emission factors to the data on distances travelled, collected through surveys addressed to all Group employees and collaborators and considering the actual working days in the office during the year and the different types of means of transport. The figure also includes the emission contribution associated with the smartworking of its employees.

Si riporta di seguito il tasso di intensità di GHG calcolato rapportando il totale delle emissioni di GHG al totale dei ricavi netti (espressi in migliaia di Euro), i quali corrispondono a quanto riportato nello schema di conto economico consolidato della presente Relazione: 

GHG removals and GHG mitigation projects financed through carbon credits [E1-7]

Moltiply does not have a transition plan for climate change mitigation prepared according to the specifications of the Paris Agreement on Climate Change, but will consider adopting one in the medium term.

Furthermore, as of the date of this report, it has not adopted specific greenhouse gas removal and storage initiatives, nor has it planned to use carbon credits to offset its emissions.

This choice is consistent with the Group's business model, which operates in the digital services sector, characterized by a relatively small direct footprint on emissions compared to other industries. The Group's approach to decarbonization therefore focuses on mitigation strategies through improving energy efficiency and reducing indirect emissions associated with its activities.

Internal carbon pricing [E1-8]

Moltiply has not, at present, implemented an internal carbon pricing system. At the date of this report, the Group does not adopt mechanisms such as shadow pricing, internal carbon tariffs or internal funds to incentivize the reduction of greenhouse gas emissions or to guide investment decisions in line with climate objectives.

However, the Group monitors the evolution of best practices in carbon management and may consider introducing internal carbon pricing systems if these prove to be effective tools to strengthen its sustainability strategies and align with regulatory and market developments.

Anticipated financial effects from material physical and transition risks and potential climate-related opportunities [E1-9]

The Group exercises the right to omit information prescribed by E1-9 (phase-in).

• • 3. Social

ESRS S1 - Own workforce

Views, interests, rights and expectations of stakeholders [SBM-2]

Please refer to the description in Chapter ESRS 2.

Material impacts, risks and opportunities and their interaction between the strategy and business models [SBM-3]

The Group conducted an analysis to identify the material impacts on its workforce and assess the risks and opportunities arising from these impacts and the Group's reliance on its personnel. The analysis focused on the following areas: working conditions, equal treatment and opportunities, employment and inclusion of people with disabilities, and confidentiality.

In terms of the impacts generated by the Group on its workers, no direct positive effects were found in the areas analyzed. However, potential negative impacts were identified that could arise from several factors.

With regard to working conditions, the Group could generate negative impacts in terms of employment security, working time management, wage adequacy, social dialogue, work-life balance, and occupational health and safety. These aspects could be compromised, for example, in case of declining business, with possible repercussions on employment stability or working conditions.

In the area of equal treatment and opportunities, the analysis highlighted potential negative impacts in terms of gender and pay equality, skills development, inclusion of persons with disabilities and respect for human rights.

In addition to the relevant material impacts on the workforce, the Group analyzed the risks and opportunities arising from the external environment that could affect the company.

The area of working conditions presents risks related to changes in national and international regulations on employment, working hours, wages and collective bargaining. Adjusting to these changes could lead to increased operating costs, both in terms of revising contracts and updating internal procedures.

The employment and inclusion of people with disabilities could, likewise, represent a risk, at least to the extent that the Group fails to guarantee the minimum number of people with disabilities required by current legislation.

In terms of opportunities, no relevant opportunities for the Group have been identified at present in the analyzed areas.

The analysis conducted shows that the risks identified may require an adaptation of the Group's strategy. In particular, changes in labor regulations could lead to the review of contracts and company policies. The risk of not reaching the minimum inclusion thresholds for people with disabilities could make it necessary to strengthen recruitment and inclusion support policies.

Overall, Moltiply constantly monitors these factors to ensure alignment between workforce management and the strategic needs of the company, seeking to prevent negative impacts and mitigate identified risks.

In addition to the mapped risks, no further risks were identified relating to operations at serious risk of forced and/or child labor.

At present, no significant financial resources have been committed for the implementation of the actions and measures described above, however, where applicable, these costs have been taken into account in the definition of the business plans of the various CGUs.

Policies related to own workforce [S1-1]

The Group has adopted an HR Policy, applicable for all Italian companies of the Group, aimed at identifying the principles and guidelines considered appropriate by the Group and, for the proper management of personnel, at integrating the principles of national and international labor standards into its human resources management system. The set of ethical principles, values and behavioral rules set out in the HR Policy not only inspire the activities of all those who operate, internally or externally, in the Group's sphere of action, but are also an integral part of the various human resources management procedures (selection process, individual performance evaluation, etc.). [S1-1 17]

The Group's approach is based on respect for fundamental labor rights and adherence to the main international standards, such as the Global Compact United Nations Principles, and the ILO Declaration on Fundamental Principles and Rights at Work. The policy focuses on the protection and promotion of working conditions, equal treatment and the protection of individual rights, both for employees and self-employed and temporary workers. Compliance with these principles is ensured through supervision by the HR department, in application of the HR Policy. [S1-1 18, 19, 20, 21]

Meetings with employees cover topics addressed in the policy, and are aimed at improving the working environment, including assessing possible new measures to be introduced.

The policy aims to ensure a safe and decent working environment, with a focus on employment security, sustainable working hours, adequate wages and the promotion of effective social dialogue, and provides for monitoring tools to verify compliance with contractual and labor rights, as well as mechanisms to prevent risks arising from imbalances in workforce management, such as staff shortages.

The policy explicitly addresses gender equality, equal pay for equivalent roles, continuous training, the inclusion of people with disabilities, and combating any form of discrimination or harassment in the workplace. The Group has also defined internal procedures to prevent, identify and mitigate any discriminatory situations, ensuring equal opportunities for professional growth.

Moltiply prevents all forms of violations of fundamental rights, including forced labor, human trafficking and child labor, as described in the Code of Ethics, HR Policy and 231 Model. [S1-1 22]

The Group has a management system for the prevention of accidents at work, with processes dedicated to reducing occupational risks, training personnel and verifying compliance with safety regulations. The measures taken include periodic risk assessment and the implementation of safety protocols. [S1-1 23]

Finally, the Group has formalized its commitment to eliminating all forms of discrimination, including explicit references to factors such as race, ethnicity, color, sex, sexual orientation, gender identity, disability, age, religion, political opinion, national extraction or social origin. The policy incorporates measures to prevent and combat discrimination, actively promoting training and awareness-raising programs. [S1-1 24]

The implementation of policies is entrusted to the highest levels of the organization, with the involvement of the Board of Directors and HR functions. Policies are made available to stakeholders through institutional channels and internal documentation, ensuring transparency and accessibility.

Processes for engaging with own workforce and workers' representatives about impacts [S1-2]

The Group has adopted structured processes for the involvement of its workforce and employee representatives to ensure effective management of actual and potential, positive and negative material impacts that may affect employees, and that employees' perspectives are taken into account in the company's decision-making processes. [S1-2 25]

Involvement takes place mainly through direct interaction with employees, through specific periodic (at least yearly) meetings organized with them, through internal surveys, or also during the annual assessment of individual performance. [S1-2 26, 27a, b]

The HR function is responsible for implementing and monitoring these processes, ensuring that the results of consultations are adequately taken into account in the definition of Group strategies. [S1-2 27c]

Processes to remediate negative impacts and channels for own workers to raise concerns  [S1-3] 

In order to ensure that concerns raised by employees and non-employee workers are taken care of and effectively managed, specific processes have been developed. [S1-3 30]

Specifically, the Group, also in compliance with the current Organizational Model, established an internal whistleblowing reporting system, disciplined by a special procedure approved by the Board of Directors on November 14, 2023, and available on the Group's institutional website that provides for: [S1-3 31, 32]

• one or more alternative channels (so-called whistleblowing channels) that allow directors, managers and employees to submit circumstantiated reports of illegal conduct and based on precise and concordant elements of fact, or violations of the Ethical Code or the Model of which they have become aware by reason of the functions performed. These channels must guarantee the confidentiality of the whistleblower in the activities of handling the report, in a manner that complies with current legislation on the protection of personal data; 

• prohibition of retaliatory or discriminatory acts, direct or indirect, against the whistleblower for reasons directly or indirectly related to the report; 

• sanctions against those who violate the measures for the protection of the whistleblower, as well as those who deliberately or grossly negligently make reports that turn out to be unfounded.

In addition, the communication channels above mentioned can be used by all stakeholders to request clarification on the implementation of the organization's policies and practices for responsible business conduct and to raise concerns about business conduct. [S1-3 32d]

The Group has launched, within the BPO Division, the 'Proximity' project, which aims to identify and concretize a series of interventions dedicated to human resources, both through virtual meetings, which involve large-scale employee participation, and through office meetings, which involve sharing and discussing ideas and solutions aimed at improving the work environment. Workers are given feedback on issues raised at the same time as the report, or at the next reporting session.

In order to ensure the effectiveness of these measures, periodic evaluations are conducted in which it is analyzed whether the adopted solutions have led to the expected results and whether further corrective actions are needed. [S1-3 32e]

Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions [S1-4]

With the introduction and implementation of the HR Policy described above, the Group has taken numerous measures aimed at mitigating potential negative impacts on its workforce, managing risks and seizing related opportunities, as well as ensuring a work environment that is compliant with regulations and oriented towards employee well-being. However, these actions do not meet the criteria dictated by MDR-A. [S1-4 35]

The Group has defined specific measures to prevent and reduce potential negative impacts related to working conditions, equal treatment and inclusion of people with disabilities. In particular, aspects related to employment security, working hours and remuneration levels are carefully monitored, with the aim of guaranteeing adequate employment conditions consistent with current regulations, through the analysis of a set of KPIs collected by the HR department, which allow the effectiveness of the actions taken to be assessed. To deal with any risks related to collective bargaining and salary adjustments, the Group keeps itself constantly updated on regulatory developments and labor market dynamics. [S1-4 36, 38 a, d, 39]

To prevent the risk of difficulties in reaching the minimum number of workers with disabilities required by law, the Group is evaluating strategies for inclusion and specific training, with the involvement of personnel management functions and human resources managers. [S1-4 40a]

In the event of negative impacts, the Group makes available the already described direct communication channels, including the whistleblowing channel, through which workers have the opportunity to raise issues relating to working conditions and respect for their rights, to be realized in the medium term. [S1-4 38 b]

Currently, the Group does not see any direct positive impact in relation to the areas under analysis. However, it continues to promote the improvement of working conditions through initiatives to monitor and update its internal policies. [S1-4 38 c, 40 b]

Activities to manage material impacts on the workforce are supported by dedicated resources, including the regulatory compliance, personnel management and occupational safety functions. These resources ensure continuous monitoring of emerging issues and enable corrective or preventive measures to be taken in a timely and effective manner. [S1-4 37]

Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities [S1-5] 

In addition to what has already been described in the HR Policy, the Group has not yet defined quantitative objectives in relation to human resources management, and plans to implement them in the medium term. However, also in application of this policy, the Group has set the objective of constantly improving the working environment and working conditions of its employees, in order to promote their well-being, and consequently mitigate the potential negative impacts identified. [S1-5 44a, b]

This process provides involving the workforce, ensuring that initiatives are consistent with the real needs of the workforce and aligned with the Group's commitments. [S1-5 47]

Characteristics of the Undertaking's Employees [S1-6]

As of December 31, 2024, the Group employs 3,240 resources, up 6% if compared to the previous year, mainly because the acquisitions of the period. [S1-6 50 a, e]

The number of employees, as of December 31, 2024 and 2023, divided by gender are reported below:

The number of employees, as of December 31, 2024 and 2023, divided by country representing at least 10% of the total number of employees are reported below:

The number of employees, as of December 31, 2024 and 2023, divided by contract type and gender are reported below:

The number of employees, as of December 31, 2024 and 2023, divided by contract type and region are reported below:

It should be noted that the share of fixed-term workers is mainly attributable to the Group's common practice of offering a fixed-term contract (e.g. of six months) to new employees before offering them permanent employment. [S1-6 50 b, 52 a,b] 

During the reporting period, the total number of employees who left the Group was 547, with a turnover rate of 17% (18% in 2023). [S1-6 50 c]

It should be noted that the data shown above refer to the number of people ('headcount') and at the end of the reporting period. In particular, they are punctual data, not subject to estimation, originating from the personnel management information systems available to each Group company. These data differ from those reported in financial reporting, which are expressed as the average for the reporting period. [S1-6 50 d I, ii, 50 f]

Characteristics of non-employees in the undertaking's own workforce [S1-7]

As of December 31, 2024, non-employee workers in the Group's workforce amount to 356, of which 136 men and 220 women, and include mainly collaborators, and showed a slight increase compared to the 341 non-employee workers in the previous year (of which 121 men and 220 women).

In particular, collaborators, i.e., persons with para-subordinated contracts, are mainly employed in outbound activities by the Mavriq Division, while temporary workers, i.e., are mainly employed in operations department by the Moltiply Division.

As in the previous paragraph, the methodology adopted for data collection provides for the numbers to be reported in terms of headcount as of December 31, 2024. [S1-7 55 a, b, c]

Collective bargaining coverage and social dialogue [S1-8]

The following provides information on the coverage of collective bargaining and the level of representation of its workforce in social dialogue.

The overall percentage of employees covered by collective bargaining agreements is 72%, while, in relation to social dialogue, the overall percentage of employees covered by employee representatives is 24%. A breakdown by country is also provided below:

[S1-8 60 a, b, c 63 a]

It should be noted that the Group has several collective bargaining agreements, signed by the most representative trade unions in its reference sectors: the "CCNL Commercio" (Italian collective bargaining agreement) is applied in most of the companies. These collective bargaining agreements, in addition to regulating working hours and salary conditions, provide for the registration of companies in funds that have the purpose of guaranteeing workers enrolled in them supplementary health care treatments to the National Health Service.

For employees not covered by collective agreements, the Group contractually determined their working conditions in compliance with applicable regulations. [S1-8 61]

The Group guarantees the freedom of trade union association and the right to collective bargaining and promotes an open dialogue with its employees and their representatives, if any.

In the specific area of employment contracts, the Group is committed to requiring work performance in compliance with the provisions of the law and current collective bargaining in terms of working hours and days worked, and to guaranteeing adequate rest and fair remuneration to all employees.

These data are not available for the financial year 2023, as they were not previously reported in the NFI 2023.

Diversity metrics [S1-9]

The gender distribution at top management level is shown below: [S1-9 66 a]

The above figures refer to the total number of directors in charge at the reporting date.

The gender and age distribution of employees is shown below: [S1-9 66 b]

Adequate wages [S1-10]

The Group assesses the consistency of its employees' salaries against applicable benchmarks in order to ensure adequate economic conditions in line with industry standards.

Currently, the Group considers that (both for 2024 and 2023) all employees receive an adequate salary in line with applicable benchmarks, and based on the country in which the work is performed. [S1-10 69]

Social protection [S1-11]

All Group employees are covered (both for 2024 and 2023) by social protection against loss of income resulting from events such as illness, unemployment, accidents or parental leave, mainly through public programs defined by the regulations in force in the countries where the Group's offices are located. [S1-11 74]

Persons with disabilities [S1-12]

In compliance with the regulations and legal restrictions applicable to the collection of such data, the percentage of employees with disabilities is currently 2%. This proportion is represented by 1% men, and 1% women. These data are not available for the financial year 2023, as they were not previously reported in the DNF 2023. [S1-12 79, 80]

Training and skills development metrics [S1-13]

The Group reports on the level of training and skills development provided to its employees, with the aim of supporting continuous professional growth, improving skills and facilitating long-term employability.

The percentage of employees who participated in regular performance and career development assessments during the reporting period was 48% (in line with the previous year). Below is a summary table showing the data broken down by gender and category:

[S1-13 83 a]

The average number of training hours per employee in the reporting period was 14, in line with the previous year. The following table summarizes the average number of training hours per employee, broken down by gender and category: [S1-13 83 b]

Health and safety metrics [S1-14]

The Group is committed to guarantee high standards of health and safety at work, promoting the consolidation of a culture of safety through the adoption of responsible behavior and awareness of operational risks by all employees and collaborators, also through specific information, training and awareness-raising activities in order to preserve the mental and physical integrity of employees. In observance of respect for the individual and in compliance with the law, the Group ensures the creation and management of environments and workplaces that are adequate from the point of view of the health and safety of employees. 

The employers of Group companies, in collaboration with the Head of the company's Prevention and Protection Service, also draw up a company Risk Assessment Report to illustrate the entire process of Assessing Risks to the health of workers carried out by the company figures responsible for protecting the health of employees.

At Group level, the occupational health and safety management system is organized in compliance with the regulations applicable in the Countries in which the Group companies operate, and therefore the entire workforce is covered by occupational health and safety management systems. In addition, some companies of the Moltiply Division are ISO 45001 certified in terms of occupational health and safety.

During the reporting period, the Group did not record any deaths due to occupational injuries and diseases, with reference to employees, and value chain workers, limited to work performed at the Group's operating sites. Furthermore, the total number of recordable work-related injuries was 18, mainly due to car accidents on the way to work, with a rate of recordable work-related accidents equal to 3,14. As far as employees are concerned, there were no cases of work-related ill health. Overall, the number of days lost due to accidents at work was 207 days. These data are not available for the financial year 2023, as they were not previously reported in the NFI 2023. [S1-14 88 a,b,c,d,e]

The Group constantly monitors its health and safety performance indicators to identify any areas for improvement and take timely corrective action. To this end, regular internal audits are conducted on the basis of the occupational health and safety Risk Assessment Report.

Work-life balance metrics [S1-15]

The Group recognizes the importance of promoting a sustainable work-life balance for its employees, promoting flexibility tools and support measures. From this perspective, the possibility of taking leave for family reasons is guaranteed, in compliance with current regulations and internal agreements.

The Group is committed, including through individual and collective communication sessions, to identifying and considering any needs and states of mind of employees, with full openness to listening to proposals aimed at improving working conditions and employee well-being.

All Group employees are entitled to family leave, in accordance with current regulations in the countries where Moltiply operates. In the last reporting period, 12% of eligible employees actually took this leave. Specifically, women who took family leave represent 17% of the total, while men who took it represent 5% of the total. These data are not available for the financial year 2023, as they were not previously reported in the NFI 2023.

Remuneration metrics (pay gap and total remuneration) [S1-16]

The Group recognizes the importance of transparency and fairness in remuneration policies, and is committed to monitoring and reducing any pay gaps, particularly in relation to gender equality.

The gender pay gap, calculated as the difference in average pay levels between female and male employees and expressed as a percentage of the average employee pay level, is presented in the following table

With regard to the above table, the data has been re-proportioned by considering the total annual remuneration and the number of hours worked. Further, the specific figure for employees in Italy has been made explicit, both because they represent the majority of the workforce and because most Group companies are located in Italy, and where HR policies are most widely disclosed, applied and monitored.

Since the Group applies equal pay conditions for the same position/work location, without gender discrimination, the gap indicated above is a consequence of a different gender mix for different types of positions.

The ratio between the annual total remuneration of the highest paid individual and the median annual total remuneration of all employees (excluding the highest paid individual) is 55.3 (51.1 in 2023). [S1-16 97 b]

Incidents, complaints and severe human rights impacts [S1-17]

The Group closely monitors any work-related incidents and complaints, as well as any serious human rights impacts within its workforce. During the reporting period, the Group has not recorded any incidents of discrimination, including harassment, reported in relation with gender, racial or ethnic origin, nationality, religion or belief, disability, age, sexual orientation or other relevant forms of discrimination.

In the same period, no complaints or reports were received through the internal channels set up by the Group.

No fines, penalties or damages were reported.

During the reporting period, the Group did not record any cases of serious human rights violations, such as forced labor, human trafficking or child labor, or cases of non-compliance with the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work or the OECD Guidelines for Multinational Enterprises. [S1-17]

Consumers and end-users ESRS S-4 

Stakeholders' interests and opinions [S4-SBM2]

Please refer to the description in ESRS Chapter 2.

Material impacts, risks and opportunities and their interaction with strategy and business model [S4-SBM3]

Moltiply has identified material impacts, risks and opportunities related to consumers and end users, with particular reference to the services offered by the Mavriq Division. Specifically, consumers are represented by end users who use the online comparison services offered by the different companies of the Mavriq Division, through their websites. [S-4-10 a]

The Group has identified positive impacts, particularly with respect to the social inclusion of consumers. In fact, the possibility of accessing online comparison platforms ensures greater equity of access to products and services compared to traditional physical channels. This aspect contributes to non-discrimination and transparency of information, guaranteeing consumers greater awareness in choosing the offers available on the market. On the other hand, no negative impacts were identified. [S-4-10 b,c]

In addition, the Group recognizes that a potential risk could arise from changes in consumer protection legislation, with possible implications such as penalties, legal fees and claims. This risk, which affects the entire operating perimeter, is divided into two main areas:

• the confidentiality and protection of users' personal data, which may be affected by updated national and EU legislation on privacy and information security;

• access to quality information, with the risk of having to adapt communication processes and content to ensure that the information provided is complete, up-to-date and complies with new regulatory requirements

A further risk concerns the increasing social and regulatory focus on responsible business practices. Increased pressures in this area may result in the need to change business policies and sales strategies to comply with new regulations and ethical standards. An example of a potential critical issue is the risk of mis-selling. Any revisions of company policies to align with these developments could result in additional costs for the Group.

On the other hand, no opportunities higher the materiality threshold were identified, arising from impacts and dependencies on consumers and end-users. [S-4-10 d]

Consumers and end users are mainly individuals who access online comparison services to choose services. These users rely on the Group's digital platforms to compare offers, access transparent information and make informed decisions about their consumption needs. The nature of the services offered implies that these users depend on the quality and reliability of the information provided to avoid making choices that are disadvantageous or not in line with their needs.

In assessing the impacts, risks and opportunities, the Group considered the different types of consumers and end-users that interact with its services, with particular attention to:

• the accessibility of services for all segments of the population, including the financially vulnerable, who can benefit from the transparency and comparability of offers available online;

• the protection of privacy and data security, with a specific focus on compliance with current regulations to protect consumers from possible breaches;

• market dynamics, which may require constant adaptation of strategies to maintain consumer trust and ensure a high standard of service quality.

The analysis identified the main impacts, risks and opportunities that influence the Group's strategy, enabling a proactive approach to managing regulatory compliance and consumer expectations. [S-4-11,12]

At present, no significant financial resources have been committed for the implementation of the actions and measures described above.

Policies related to consumers and end-users [S4-1]

The Group has developed and implemented specific internal policies and procedures aimed at the operational management of these areas and described below. These instruments guarantee, together with those required by current legislation, the organizational and management safeguards in terms of business ethics, compliance with socio-economic laws and regulations and privacy protection. All policies and procedures refer to all consumers and end-users and not to specific groups.

As the Group's sensitivity to privacy issues, the Issuer and most of the subsidiaries, despite the absence of legal obligations in this regard, appointed a data protection officer ("DPO"), who is responsible for monitoring, assessing and expressing opinions in relation to the management of personal data processing by the companies in which it has been appointed, ensuring compliance with European and national privacy regulations. For the role of DPO, an independent specialized company has been appointed, which is deemed to have the necessary qualifications and skills. The Internal Audit function also has resources dedicated exclusively to the issue of privacy.

The Group, as indicated in its Ethical Code, ensures the respect of legality, impartiality, honesty and confidentiality standards, established by company regulations. The Ethical Code also provides a set of standards related to privacy and the protection of confidential information, and to the proper use of available electronic devices, that all employees and collaborators must comply with. Furthermore, always based on the Ethical Code, all relationships with competitors are characterized by loyalty and correctness and the Group disapproves any kind of agreement with competitors in order to fix prices, to manipulate or split markets or clients, to boycott clients, to try to unfairly monopolize a market or to commit to other actions or agreements which would limit or put restrictions on competition.

Some of the standards related to the privacy and the protection of confidential information are translated into more operating terms by the internal documentation related to policies and IT security procedures. This documentation defines the Information Security Management System ("ISMS"), adopted by the Group according to the guidelines of regulation ISO/IEC 27001, and it describes how we pursue our aims for information security. This document is available to all employees through the institutional website and to interested third parties, on explicit request, on a durable format. The review process is managed by the Internal Audit function in coordination with the IT Function, and the review of the ISMS occurs at least annually or concurrently with significant changes. Among the ISMS documents, there is the procedure: "Data Breach Management and Communication Process", which aims to provide to the Group the information and tools to fulfil its obligations provided by GDPR (in this case, Articles 33 and 34) in the event of personal data violation. The recently acquired foreign companies, while not yet adhering to the Group's Code of Ethics, also have specific internal procedures and policies regulating the main issues in the social, IT, and compliance spheres designed to ensure privacy protection and security in the processing of information, as well as anti-money laundering and whistleblowing. 

It should also be noted that, within the insurance broking activities carried out by subsidiary CercAssicurazioni.it S.r.l., and in order to ensure full compliance with antitrust legislation, the Group has adopted an antitrust compliance program in line with national and international best practice. The program aims to identify areas of business that are potentially at risk from an antitrust perspective, to reinforce knowledge of competition law and to illustrate the conduct that each director, manager or employee is required to adopt in order to mitigate the risks associated with the violation of antitrust legislation. In particular, CercAssicurazioni.it S.r.l. has adopted a specific antitrust compliance procedure that regulates monitoring, auditing and periodic training activities, the setting up of whistleblowing systems and the implementation of incentives and disincentives aimed at encouraging conducts in line with antitrust legislation and discouraging violations.

These measures also focus on the following aspects:

• respect for human rights: consumers can access services without discrimination and without risks to their privacy and security;

• involvement of consumers and end users: the Group has implemented tools to collect feedback and reports from users, thus improving the transparency and reliability of its services.

The Group aligns its policies with internationally recognized instruments, including the United Nations Guiding Principles on Business and Human Rights. The Group has indeed joined to the United Nations Global Compact, with the aim of making the economic and social principles promoted by the organization an integral part of the Group's daily operations. 

No cases of non-compliance with the United Nations Guiding Principles on Business and Human Rights or other legislation were reported.

The implementation of policies is entrusted to the highest levels of the organisation, with the involvement of the Board of Directors and HR functions. Policies are made available to stakeholders through institutional channels and internal documentation, ensuring transparency and accessibility.

Processes for engaging with consumers and end-users about impacts [S4-2]

The Group has also adopted procedures to interact with consumers and end users in order to understand and manage the potential impacts of its services. Involvement takes place through tools to collect feedback, reports and requests for clarification, with the aim of ensuring transparency of information and improving the user experience.

The consumer and end-user involvement process is carried out through the collection of certified reviews as part of the activity carried out on the main comparison sites, following the use of the relevant service. In particular, the consumer receives a communication requesting an evaluation of the service provided.  

The Group is committed to ensure that users' perspectives are taken into account in the decision-making process, especially in relation to the quality of the information provided and the protection of privacy.

Operational responsibility for managing these processes lies with the product office, which ensures that the feedback gathered is used to improve the services offered and strengthen consumer protection policy.

The Group has not identified any particularly vulnerable categories of consumers, also because the services provided are easily accessible to any user with access to computer devices.

Processes to remediate negative impacts and channels for consumers and end-users to raise concerns [S4-3]

The Group is committed to ensuring that users have access to effective tools to report problems and obtain timely responses, in line with the principles of transparency and consumer protection.

The process, which includes continuous monitoring of the response time to consumer requests, allows the Group to improve the quality of traffic generated.

Although no negative impacts have been found, the approach adopted still includes processes for handling complaints and any operational inefficiencies. The Group constantly assesses the effectiveness of the remedies adopted through the consumer satisfaction survey system described above.

In order to ensure that consumers and end users are informed and trust these tools, specific sections on the comparison sites are dedicated to providing information on the service provided, general information useful to the consumer and related to the compared product, FAQ sections, and finally sections dedicated to the submission of reports by users. In addition, a policy is in place to protect users from retaliation in the event of reports, which provides guarantees of anonymity and protection against discrimination or restrictions in the use of services.

Taking action on material impacts on consumers and end-users and approaches to mitigating material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions [S4-4]

To prevent impacts and risks identified, the Group implements privacy, transparency and antitrust procedures, and the information security system described in paragraph S4-1 above, in order to prevent, mitigate and manage risks to consumers and end users arising from its services. However, these actions do not meet the criteria dictated by the MDR-A.

The Group monitors the effectiveness of these measures through internal audits, analysis of reports and user feedback, ensuring continuous improvement of user protection strategies. In addition, the Group constantly monitors developments in consumer rights legislation, taking the necessary adaptation measures to reduce the risk of penalties, legal costs and claims.

The Group is also committed to ensure responsible business practices, reducing the risk of regulatory and social pressures that could generate adjustment costs to avoid mis-selling phenomena. To this end, contractual reviews with business partners and staff training on business ethics issues are implemented.

In relation to positive impacts, the Group stands out for its contribution to greater accessibility and non-discrimination in accessing comparison services. This impact is made possible by the digital nature of the services, which eliminates physical barriers and allows greater transparency in the choice of offers. However, there are no analyses that measure the quality of the service provided on the basis of the personal characteristics of users, as this information is not requested by the Group's respective comparison sites.

Although no opportunities have been identified that fall within the identified materiality threshold, the continuous monitoring of the regulatory environment and consumer expectations enables Moltiply to adapt its offer to strengthen its position in the market.

At present, no financial resources have been used to implement the actions and measures described above, to be realized in the medium term.

Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities[S4-5]

Moltiply has set result-oriented objectives to enhance positive impacts and to manage risks. However, these objectives do not meet the criteria dictated by the MDR-T.

The objectives set by the Group concern:

• Promotion of positive impacts: the Group aims to increase transparency in its service offering.

• Risk management: Moltiply's approach includes the continuous updating of company policies to align with consumer rights regulations, and the implementation of monitoring systems to detect unfair commercial practices.

The target setting process includes monitoring performance against set targets, and identifying improvements by analyzing the results obtained. 

• • 4. Governance

Business Conduct [ESRS G1] 

The role of the administrative, management and supervisory bodies [GOV-1]

The board of directors plays a central role in overseeing the procedures to manage relevant risks, impacts and opportunities, through an articulated governance structure that ensures effective monitoring and strategic management of sustainability issues. This is achieved through:

• the direct involvement of the ESG Manager, Marco Pescarmona, who coordinates the identification and assessment of relevant risks, opportunities and impacts, and oversees the definition of policies, objectives, action plans and sustainability reporting;

• the Board of Directors, which, on the basis of adequate information provided by the ESG Manager, evaluates and approves the above on an annual basis;

• the Control and Risk Committee and the Board of Statutory Auditors, which operate, with the support of the internal audit function, within the internal control system relating to sustainability reporting.

The responsibilities of each body with regard to impacts, risks and opportunities, as well as the role of management in governance processes, controls and procedures, are detailed, if applicable, in the corporate governance report, in the paragraphs related to each management and control body. The Board of Directors possess a variety of expertise, in financial and non-financial matters, and experience that enables them to analyze the various topics under discussion from different perspectives, and also to adequately handle sustainability matters and business conduct.

Regarding the composition of the administration, management and control bodies, the number of executive and non-executive members, please refer to Table 2 of the Corporate Governance Report.

Additional information on diversity, gender breakdowns and percentages of independent members are shown below:

It should be noted that there is no employee representation on the Board of Directors. [22 a,b,c,d, 23 a, b]

Description of the processes to identify and assess material impacts, risks and opportunities [IRO-1]

For further information on the criteria used in the process of identification of impacts, risks and opportunities, refer to Chapter ESRS 2 - General Information.

No significant financial resources are currently required to implement measures such as updating the 231 Model and the various Group policies functional to mitigating the risks indicated in this chapter.

In the assessment of impacts related to governance, the Group has not identified any negative or positive impacts in this area. However, it has identified specific risks and opportunities, which may affect business management and compliance with relevant regulations.

The risks are related to:

• "protection of whistleblowers" and "Political influence and lobbying activities", concerning future regulatory developments in the area of whistleblower protection that could expose the Group to sanctions. The Group also joins industry associations, in order to improve business conduct policies.

• "management of relationships with suppliers", since, limited to the Mavriq Division, unfair business practices by certain suppliers generate a loss of revenue for the Group, or in any case, the incurring of higher costs in order to acquire the lost traffic. Regarding the management of this risk, Moltiply's approach includes the implementation of monitoring systems to detect unfair commercial practices.

• "active and passive corruption" and "prevention and detection including training and incidents" due to the intensification of national and international regulations on the prevention of bribery and corruption, coupled with increasingly stringent controls by the authorities, which could generate additional costs for the adaptation of company policies and procedures.

Opportunities, on the other hand, are related to the topic of "Corporate Culture and Protection of whistle-blowers" (potential, with medium-term effect) as the diffusion of a corporate culture could represent an opportunity for the Group, which can be attributable to reputational aspects (value-driven corporation).

Business conduct policies and corporate culture [G1-1]

The Group has an Ethical Code, adopted by almost all the Group's operative companies included in the consolidation area, which sets out the ethical principles and general rules of conduct that, similarly to legal, regulatory, contractual and corporate rules, must guide and inspire the Group's organization and activities. The Group recognizes the importance of ethical and social responsibilities in the conduct of its business and activities and is committed to taking into account the legitimate interests of its stakeholders and the community. The Group also conforms its activities and organisation to the principles of legality, fairness, transparency, centrality of human resources, diversity, inclusion and meritocracy, fair competition and good governance as well as zero tolerance towards any corrupt practice. The Ethical Code is binding for the conduct of all persons interacting in a significant way with the Group, whether they are (i) directors, statutory auditors, employees, agents, professional or project collaborators or (ii) major suppliers, institutional customers or other relevant parties that operate with the Group on the basis of a contractual relationship.

The Group adopted the Organizational Model pursuant to Law Decree 231/2001 (also the "231 Model"), adopted by all the Italian companies of the Group (with the exception of those recently acquired Mia Pensione S.r.l. and Evolve S.r.l.), which represents, together with the Ethical Code, a further means of sensitization of all the employees and all those who, for various reasons, collaborate with the Group in order to ensure, in the carrying out of their activities, proper and clear behaviors coherent with the ethical and social values to which the Group is inspired, in the pursuit of the business object and such as, anyway, to prevent the risk of committing the crimes considered by the Decree. The 231 Model was implemented after having evaluated the level of risk of committing the crimes considered by the 231 Model. This model includes specific anti-corruption measures to prevent episodes of corruption and bribery.

This model includes specific anti-corruption measures to prevent episodes of corruption and bribery. [G1-1-9, 10 e]

The Group has adopted a Whistleblowing Procedure, in compliance with Directive (EU) 2019/1937 and the national transposing regulations, which governs the system for reporting any unlawful conduct or conduct contrary to the code of conduct and internal rules. The procedure provides for the possibility for all employees and collaborators to report risk situations through dedicated channels, guaranteeing maximum confidentiality and protection of the reporter. [G1-1-10 c i,ii]

For more details on the whistleblowing channel, please refer to what has already been described in Chapter S1. [G1-1-10 a]

The Group does not currently have a specific anti-corruption policy. However, such a policy is being prepared and is expected to be approved in the short term. [G1-1-10 b]

The Group has developed a continuous training programme on business conduct, which includes modules on compliance, business ethics and the 231 organisational model,  including therefore the corruption topic. Training is mandatory for all employees and is provided periodically, both through e-learning and classroom sessions. [G1-1-10 c i, g]

The company has identified the functions most at risk in relation to corruption and bribery, including the Group's top management, and the resources employed in the commercial department. [G1-1-10 h]

On the other hand, the Group does not operate in sectors that require the adoption of animal welfare policies and, therefore, has not implemented specific guidelines on the subject. [G1-1-10 f]

Management of relationships with suppliers [G1-2]

Moltiply has adopted a Sustainable Procurement Procedure, regulating the supplier selection and management process for the Group's Italian companies.  

As a general rule, all purchase orders must be approved and signed by a person with appropriate powers, based on the scheme of powers and delegations approved by the board of directors of the company concerned.

The Group adopts a responsible approach to purchasing management, respecting the expected payment terms and conditions stipulated between the parties. 

The Group includes environmental and social criteria in the supplier selection and evaluation process.

Environmental aspects include:

• Priority to suppliers who demonstrate a concrete commitment to environmental sustainability.

• Preference for products and services with a lower environmental impact, with a focus on compostable, recyclable or sustainably sourced materials.

• Promoting the efficient use of resources, encouraging waste reduction and the recycling of materials at the end of their life cycle.

• Encouraging suppliers who adopt environmental certifications or who commit to the principles of the Group's Environmental Policy.

Social aspects include:

• Preference for suppliers who respect human rights and guarantee decent and safe working conditions.

• Exclusion of suppliers involved in forced labour, child labour or any form of exploitation.

• Intolerance of any form of discrimination, guaranteeing equal opportunities regardless of gender, ethnicity, religion or any other discriminatory factor.

• Respect for freedom of association and the right to collective bargaining.

• Prohibition of anti-competitive practices and commitment to fight all forms of corruption, extortion and bribery. [G1-2 15b]

Moltiply is committed to a system of timely and transparent payments to all suppliers, including small and medium-sized enterprises.

The measures taken include:

• Definition of clear payment terms, respecting the contractual conditions agreed with suppliers.

• Monitoring of deadlines through digital tools that report any delays and anomalies in administrative processes.

• Preventive management of disputes, with a dedicated channel to resolve any issues that could generate payment delays. [G1-2-14]

Prevention and detection of corruption and bribery [G1-3]

The Ethical Code defines the ethical criteria by which the Group is inspired and the principles of legality, loyalty, fairness and transparency that the Group undertakes to respect, with specific regard to the prevention of corruption and similar offences pursuant to Legislative Decree no. 231/2001.

Various types of potential offences related to corruption in its various forms (e.g. offences in relations with the public administration, inducement not to make statements or to make false statements to the judicial authorities, bribery between private individuals) are the focus of Model 231. For the purposes of preventing such offences, Model 231 defines the general principles of conduct to be adopted in relations with the public administration, in relations with employees and suppliers of goods and services, and in the context of activities at risk with respect to corporate offences, consistently with the corporate ethical principles set out in the Group's Ethical Code. As a general rule, all those who, in any capacity, operate within the scope of 'sensitive' activities on behalf of or in the interest of the Group are prohibited from engaging in, collaborating in or causing conduct that, taken individually or collectively, integrates or may integrate, directly or indirectly, the types of offences envisaged by Legislative Decree 231/01. It is also forbidden to engage in conduct leading to situations of conflict of interest with representatives of the Public Administration. [G1-3-18 a]

The Supervisory Board has the task of assessing the effectiveness of the procedures and compliance with the Model's provisions on the prevention of the offences described above. [G1-3-18 b]

In the event of proven episodes of corruption, it is the duty of the Supervisory Board to inform the administrative, management and control bodies without delay.

Moreover, as part of the fight against corruption, Agenzia Italia S.p.A., as the main company that has relations with the public administration, has adopted a specific internal regulation governing the company's relations with the public administration, with the aim of defining the operating methods, responsibilities and internal control systems through which these relations are.

Finally, with regard to the management and prevention of conflicts of interest, the Group has adopted the 'Procedure for Related Party Transactions', the latest update of which is available on the Group's website. The Procedure was approved by the Board of Directors, subject to the favorable opinion of the Committee for Related Party Transactions, which is composed exclusively of independent directors.

The above mentioned procedure provides that the persons competent on behalf of the Company or subsidiaries in connection with the approval and/or execution of a given transaction, prior to initiating negotiations, shall verify whether or not the counterparty to the transaction is to be considered a related party, making reference to the related parties list and availing themselves of the support of the internal audit function and the administration and control department. If it is determined that the counterparty to the transaction is a related party of the Company, they shall promptly notify the internal audit function, with a copy to the administration and control department, of their intention to initiate negotiations to carry out the transaction. Upon receiving the communication and verifying the existence of the correlation relationship with the counterparty of the transaction, the internal audit function and the administration and control department, shall promptly assess whether: 

a. the procedure for related party transactions must be applied, or these must be approved through the involvement of the specific committee, appointed by the Board of Directors and composed of three independent directors, who, with reference to each transaction, must also be unrelated directors;

b. one or more of the cases of exemption are applicable

Moltiply provides specific courses for its employees, including those considered most exposed, on the subject of the organizational 231 model and the Ethical Code (also available on the Group's website), covering, among other things, the issues of corruption and bribery, in order to strengthen the corporate culture on the prevention of corruption and ensure adequate supervision of internal procedures. [G1-3-20, 21 a]

Training is delivered through classroom sessions, webinars and e-learning modules, with regular updates based on regulatory developments. In the reporting period, Moltiply implemented and planned compulsory training programmes on Model 231, focusing on the most exposed company functions.  

Specifically, in 2024 these courses were provided to 2,150 people, including employees and contractors, for a total of over 5,000 hours of training provided. 75% of the functions considered to be at risk benefited from these courses. In 2024, no such training courses were provided to members of the administrative, management and supervisory bodies. [G1-3-21 b,c]

Actions and resources related to business conduct [G1-MDR-A]

Moltiply manages business conduct issues through a structured system of prevention, monitoring and intervention, aimed at ensuring compliance with regulations and enhancing transparency in business processes.  

The initiatives implemented mainly cover the Group's Italian companies. In particular:

• The whistleblowing policy covers all Italian Group companies.  

• Training activities involve all company personnel, with specific courses for top management and the functions most exposed to compliance risks.   

The time horizon of the Group's planned actions is described below:

• Short term (within the next financial year): implementation of an anti-corruption policy.   

In the case of violations detected, the Group has provided for:  

• Disciplinary sanctions for employees and contractors in breach of company conduct policies.  

• Action on non-compliant suppliers, including suspension or termination of contracts.  

• Improvement plans, with corrective actions for critical areas identified during audits.  

The Group constantly monitors progress through quantitative and qualitative data. Key indicators include: 

• Number of reports received and handled through the whistleblowing channel. 

• Rate of participation in anti-corruption training programmes for employees and managers.  

Monitoring these parameters makes it possible to measure the effectiveness of the strategies adopted, identify areas for improvement and ensure the continuous evolution of corporate conduct policies.  

No financial resources are currently used to implement the actions and measures described above.

Corruption and money laundering [G1-MDR-T]

Moltiply monitors the effectiveness of its policies and actions on the prevention of corruption and money laundering, as part of the internal audit plan, with the aim of preventing cases of corruption or money laundering from occurring. [MDR-T 79 a]

The Group has not defined measurable, results-oriented objectives, but nevertheless monitors the effectiveness of the prevention measures adopted, regularly verifying the application of the internal policies described in this chapter, in order to identify potential vulnerabilities in business processes. [MDR-T 79 b]

To date, there have been no incidents of corruption or money laundering within the Group. However, monitoring continues to be a strategic priority for the protection of corporate integrity and operational transparency. [MDR-T 79 c]

Confirmed incidents of corruption or bribery [G1-4]

During the reporting period, there were no incidents of corruption or bribery within the Group. The Group has not received any convictions or sanctions for violations of anti-corruption or anti-money laundering laws.  [G1-4-24 a,b]

There were also no incidents that led to the termination or sanctioning of employees, terminations or non-renewals of contracts with business partners for corruption-related violations, or ongoing or concluded public legal cases related to corruption or bribery.  [G1-4-25 a,b,c,d]

Political influence and lobbying activities [G1-5]

During the reporting period, the Group made no direct or indirect political contributions, either in financial form or in kind, to political parties, elected representatives or candidates for political office. [G1-5-29- b]

Those responsible for overseeing these activities are the members of the boards of directors of the specific Group companies involved. [G1-5-29- a]

With regard to lobbying activities and membership of trade associations, it should be noted that the Group, through its subsidiaries, joins trade associations with the aim of promoting institutional dialogue and contributing to the development of operational policies in its sector. Participation in these associations takes place in compliance with applicable regulations and with a view to constructive dialogue on issues relevant to the reference industry. The sums paid to these associations are solely represented by membership fees, determined by each association, and are exclusively intended to support initiatives for regulatory updates and sector policy development. [G1-5-29-c]

The risk identified refers to the possibility of regulatory changes that could expose the Group to sanctions.

Finally, it should be noted that the members of the administrative, management and supervisory bodies did not hold a comparable position in the public administration (including regulatory authorities) in the two years prior to appointment in the current reporting period.

The Group closely monitors regulatory developments, particularly in the area of whistleblower protection, to ensure compliance with legal requirements and prevent potential exposure to sanctions. Membership of trade associations enables it to contribute to the definition of better operational policies in this area.

The Group is not legally obliged to be a member of chambers of commerce or other representative organizations, but voluntarily joins trade bodies in order to promote discussion on issues of common interest. [G1-5-RA 13]

Payment practices [G1-6]

The Group manages its payment processes in accordance with contractual agreements with suppliers and business partners, complying with local regulations and market standards, also with regard to small and medium-sized enterprises. [G1-6-31]

Payment terms are generally between 30 and 60 days from receipt of the invoice, for all categories of suppliers with whom the Group does business, and there are no payments that do not meet these standards.

Specifically, in 2024 the average payment time at the consolidated level was 67 days.  There are no legal proceedings currently pending due to late payments. [G1-6-33b]

Moltiply monitors compliance with payment deadlines through checks on open positions (including those with small and medium-sized enterprises) to ensure punctuality and traceability of payments.     

Group is committed to ensuring fair and transparent payment practices, minimizing the risk of delays and promoting sustainable business relationships with its supplier network.  

• 13. Net income allocation and dividend distribution proposal

The net income of the Issuer for the financial year ended December 31, 2024 is Euro 4,005,306.00. This income is influenced by the distribution of part of the distributable reserves of the subsidiaries. 

The board of directors resolved to propose to the shareholders' meeting a dividend distribution for a total of Euro 0.12 per outstanding share, equal to a total amount of Euro 4,486,681.08, broken down as follows:

• Euro 3,738,900.90, corresponding to Euro 0.10 per share, as ordinary dividend deriving from the net income of the period; 

• Euro 747,780.18, corresponding to Euro 0.02 per share, as ordinary dividend deriving from retaining earnings. 

The total amount of the dividends resolved is Euro 4,486,681.08, corresponding to Euro 0.12 per outstanding share, payable, gross of any applicable withholding tax, from July 9, 2025, with ex-dividend date on July 7, 2025 and record date July 8, 2025.

Milan, March 14, 2025

For the Board of Directors

The Chairman

(Ing. Marco Pescarmona)

____________________________

                                                       MOLTIPLY GROUP S.P.A.

CONSOLIDATED ANNUAL REPORT 

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024

Prepared according to IAS/IFRS

3. CONSOLIDATED ANNUAL REPORT AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024

   14. Financial statements

       1. Consolidated statement of financial position 

• • 2. Consolidated income statement

• • 3. Consolidated comprehensive income statement

• • 4. Consolidated statement of cash flows

• • 5. Consolidated statement of changes in shareholders' equity