1 2021 ANNUAL REPORT OF RECORDATI S.p.A.
2 RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A. Company subject to management and co‐ordination by Rossini Luxembourg S.àr.l. Registered Office: 1, Via Matteo Civitali, Milan Fully paid up share capital: € 26,140,644.50 Tax identification number and Milan Company Registration No. 00748210150 The Company prepares the consolidated financial statements for the Recordati Group BOARD OF DIRECTORS 1 ANDREA RECORDATI 2 Chairman GUIDO GUIDI Vice Chairman ROBERT KOREMANS 3 Chief Executive Officer SILVIA CANDINI Independent MICHAELA CASTELLI Lead Independent Director GIORGIO DE PALMA JOANNA LE COUILLIARD Independent GIAMPIERO MAZZA PIERGIORGIO PELUSO Independent CATHRIN PETTY KIM STRATTON 4 FRITZ SQUINDO Group General Manager BOARD OF STATUTORY AUDITORS 5 ANTONIO SANTI Chairman EZIO SIMONELLI LIVIA AMIDANI ALIBERTI Statutory Auditors PATRIZIA PALEOLOGO ORIUNDI ANDREA BALELLI Alternate Auditors INDEPENDENT AUDITORS EY S.p.A. Engaged by a Shareholders’ Meeting of 29 th April 2020 for the financial years 2020‐2028 1 In office as at 31 st December 2021 (unchanged at the date of approval of this Annual Report) until the date of the Shareholders Meeting held to approve the financial statements as at and for the year ended 31 st December 2021. 2 Appointed Chairman on 1 st December 2021, following the resignation of dott. Alfredo Altavilla – from the positions of Chairman and Director – and his resignation from the position of Chief Executive Officer. 3 Appointed Chief Executive Officer by co‐option on 1 st December 2021, following the resignation of dott. Andrea Recordati from his position as Chief Executive Officer. 4 Appointed as a Director by co‐option on 16 th December 2021, to replace dott. Francesco Balestrieri who resigned with effect from 15 th October 2021. 5 Board of Statutory Auditors in office until the Shareholders' Meeting convened to approve the financial statements as at and for the year ended 31 st December 2022.
3 Review of operations To our Shareholders, The annual report of the Company for the year ended 31 st December 2021, which we submit to you for your approval, reports net income of € 219,109 thousand. The review of operations in the consolidated annual report may be consulted for further information on operations and growth strategies. The items in the reclassified income statement which shows costs by function are given below with the relative percentage of revenue(1) and the change compared with the previous year: € (thousands) 2021 % of revenue 2020 % of revenue Changes 2021/2020 % Net revenue (1) 464,719 100.0 449,421 100.0 15,298 3.4 Cost of sales (182,444) (39.3) (178,807) (39.8) (3,637) 2.0 Gross profit 282,275 60.7 270,614 60.2 11,661 4.3 Selling expenses (67,146) (14.4) (45,944) (10.2) (21,202) 46.1 R&D expenses (43,148) (9.3) (38,824) (8.6) (4,324) 11.1 G&A expenses (41,126) (8.8) (29,590) (6.6) (11,536) 39,0 Other income (expense), net (7,014) (1.5) (3,655) (0.8) (3,359) 91,9 Operating income 123,841 26.7 152,601 34.0 (28,760) (18.8) Dividends 123,854 26.6 132,785 29.5 (8,931) (6.7) Write‐down of investments 0 (0.0) (2,539) (0.5) 2,539 n.s. Financial income (expense), net (16,514) (3.6) (13,308) (3.0) (3,206) 24.1 Pre‐tax income 231,181 49.7 269,539 60.0 (38,358) (14.2) Income taxes (12,072) (2.6) (34,875) (7.8) 22,803 (65.4) Net income 219,109 47.1 234,664 52.2 (15,555) (6.6) (1) The net revenue in the reclassified income statement includes other income of € 68 thousand (€ 45 thousand in 2020), relating in particular to training grants and rents, which in the statutory balance sheet are classified under Note 4 as Other revenue and income. Net revenue came to € 464.7 million, up € 15.3 million compared with the previous year, thanks to the sales of Eligard © (leuprelin acetate) in January, following the licensing agreement with Tolmar International Ltd, which more than offset the reduction in sales of other products, partly due to the distorting effects on the market in the first half of 2020, coinciding with the start of the pandemic and the significant demand for medicines by the Company's customers, as well as to the subsequent policy of reducing the level of the stock carried out by the distribution channel. Marketing of Isocef® was suspended at the beginning of 2021 due to the temporary unavailability of the product on the market, with a negative impact of € 4.0 million compared with the previous year. We also report the reduction of € 4.4 million in sales of Urorec® due to the loss of exclusivity. Good performance was recorded by the self‐medication products Alovex®, Proctolyn®, Eumill® and Transact‐Lat®. Net revenue from pharmaceutical chemicals, consisting on sales of the active ingredients produced at the Campoverde di Aprilia plant, amounted to € 48.5 million, down 0.9% compared with 2020.
4 Gross profit, which came to € 282.3 million, was up € 11.7 million compared with 2020, amounting to 60.7%, of net revenue, an improvement compared with 60.2% of sales in the previous year, due to the favourable sales mix. Selling expenses increased by € 21.2 million (46.1%) due to both royalties payable to Tolmar International Ltd. on the new Eligard® product and to distribution expenses due to Astellas prior to the transfer of the Eligard® marketing authorisation to Recordati. In addition, expenses for advertising and “external operating efforts” increased compared with the previous year when greater restrictions caused by the Covid‐19 epidemic were in force and the Company benefited from subsidies during the most acute phase of the pandemic, with a consequent increase as a percentage of revenue. R&D expenses came to € 43.1 million accounting for 9.3% of net revenue, up 11.1% compared with the previous year, mainly due to the costs incurred while waiting for the transfer of marketing authorisations for Eligard® in various countries and due to an increase in amortisation for the rights on that same product acquired under licence from Tolmar International in January 2021. General and administrative expenses increased by 39.0% due to improvements to the general co‐ordination of operations designed to manage an increasingly complex portfolio and in particular to support the management of new corporate products. The increase is mainly attributable to personnel costs which, with higher average staff numbers, increased compared with 2020 when spending on incentive schemes was lower due to the reduction in activities caused by the COVID‐19 pandemic. Costs were also incurred for the selection of new managers. We also report costs charged by subsidiaries for adjustments to product transfer prices for compliance with the arm's length principle. Other income and expenses, net amounted to € 7.0 million and included the following: € 4.0 million incurred for the project to acquire EUSA Pharma (UK) Ltd (a global specialty pharmaceutical company focused on niche rare and oncological diseases); € 2.4 million for voluntary redundancy agreements; € 1.5 million of costs incurred for the COVID‐19 health emergency to improve workplace safety and for the purchase of personal protective equipment and for donations to associations that care for the less well‐off. Operating income amounted to € 123.8 million, accounting for 26.7% of net revenue, down notwithstanding the improvement in gross profit compared with 34.0% in the previous year, due to the increase in operating expenses described above. Dividends from subsidiaries came to € 123.9 million, down € 8.9 million compared with 2020. The write‐down of investments recognised in the previous year, amounting to € 2.5 million, related to the UK subsidiary Recordati Pharmaceuticals Ltd. Financial expenses amounted to € 16.5 million. The increase of € 3.2 million compared with the previous year was due primarily to the recognition in 2020 of the positive effects of the repayment of two intragroup loans and close down of the relative cross‐currency swap contracts. The reduction in taxes of € 22.8 million compared with the previous year was mainly due to the ACE (Aid to Economic Growth) tax benefit resulting from the merger of the Company’s parent companies into it, for which the company inherited a tax benefit of € 12.9 million from Rossini Investimenti S.p.A. It was also due to the impact of the reduction in pre‐tax income. Net income amounted to € 219.1 million.
5 A brief summary is given below of the net financial position, while further details are given in item 43 of the notes to the financial statements. € (thousands) 31.12.2021 31.12.2020 Change 2021/2020 Cash and cash equivalents and other short term receivables 188,521 160,526 27,995 Current debt (1) (723,404) (651,056) (72,348) Net current financial position (534,883) (490,530) (44,353) Loans and receivables ‐ due after one year 131,711 150,693 (18,982) Borrowings – due after one year (2) (709,364) (707,078) (2,286) Net financial position (1,112,536) (1,046,915) (65,621) (1) Current debt includes borrowings due within one year, amounts due to banks and other short‐term liabilities. (2) Inclusive of the fair value of derivatives to hedge foreign exchange rate risk (cash flow hedges), classified within asset item 23 and liability item 35 with an overall net positive impact of € 443 thousand as at 31 st December 2021. The net financial position as at 31 st December 2021 was debt of € 1,112.5 million compared with debt of € 1,046.9 million as at 31 st December 2020. During the year € 35.0 million was paid to Tolmar International Ltd. for the license agreement for Eligard®. Furthermore, treasury stock totalling € 59.3 million was purchased, net of sales due to the exercise of stock options, and dividends totalling € 216.6 million were paid. The change in the financial position gross of the impacts mentioned above, confirms the Company’s solid generation of cash flows which stood at approximately € 245.3 million. Expenditure on property, plant and equipment came to € 17.4 million and related to investments made at the Milan headquarters (€ 6.9 million), which included investments in the plant and in pharmaceutical research, as well as in the Campoverde plant (€ 10.5 million). R&D The arrival of new pharmaceuticals both through in‐house research programmes and through opportunities to carry out research in collaboration with research companies and institutions outside the Group again represented an important factor in 2021 for enriching the pipeline and ensuring future growth for the Group. At the same time huge efforts were made on the regulatory front aimed at obtaining important authorisations to sell Recordati pharmaceuticals on markets in new geographical areas. During the year, the Group's R&D activities were mainly concentrated in the field of rare diseases. New acquisitions and licences have enriched the product portfolio in the rare disease and specialty care areas. The product pipeline was enhanced by Eligard® in the Specialty & Primary Care field. Maintenance activities to support pharmaceuticals already on the market continued, as did pre‐trial work on new pharmaceuticals. PRODUCTS UNDER DEVELOPMENT Name Origin Indication Development stage REAGILA® Gedeon Richter Schizophrenia Post‐authorisation paediatric plan ELIGARD® Tolmar Hormone‐dependent prostate cancer Post‐authorisation activities for the development of a new device
6 The main R&D activities carried out in 2021 are summarised in the paragraphs below. Eligard® (leuprorelin acetato) Following the completion of the license and supply agreement with Tolmar International Ltd in January 2021, intense regulatory activity began for the transfer of marketing authorisations for Eligard® (leuprorelin acetate), a medicine indicated for the treatment of advanced‐stage hormone‐dependent prostate cancer and for the treatment of localised and locally advanced‐stage high‐risk hormone‐dependent prostate cancer in combination with radiotherapy. The active ingredient in Eligard®, leuprorelin acetate, is in the form of a powder that is solubilised with a solvent for subcutaneous injection. The product is available in three different dosages (for 1 month, 3 months and 6 months of treatment respectively) in a single kit containing two syringes. In 2021, numerous activities (implemented by Tolmar) were carried out to develop a new device consisting of two pre‐connected syringes, to facilitate the administration of the pharmaceutical by healthcare professionals as required by the EMA. A large prospective observational “real‐life” clinical trial also started in France to assess the efficacy and tolerability of the leuprorelin acetate formulation of 22.5 mg (for the 3‐month treatment) and 45 mg (for the 6‐month treatment) under conditions of normal daily medical practice. Seloken® / Seloken ZOK® (metoprolol) Logimax® (metoprolol + felodipine) A new manufacturer responsible for secondary packaging and batch release for vials was added in 2021. Furthermore, updated product information has been submitted in most countries to comply with the European guidelines on excipients for medicines containing metoprolol and metoprolol + felodipine. Reagila® (cariprazine) Studies are continuing aimed at demonstrating the efficacy and safety of cariprazine treatment in adolescents (13‐17 years), where patient recruitment has slowed due to the effects of the COVID‐19 pandemic. The timetable for the completion of the paediatric plan is currently under discussion with the European Paediatric Committee. The pharmaceutical is also now currently being registered in Tunisia and Turkey. LOMEXIN® (fenticonazole) Fenticonazole is an antimycotic product for topical use, developed by Recordati. Various projects have been carried out to support development of the product, in consideration of the growth in its sales and the potential arising from its transition to a medicine for which medical prescriptions are not required in a number of European countries and from the publication of scientific evidence to support the efficacy of the molecule fenticonazol for the treatment of vaginal infections with different aetiologies. A change in the supply regime from prescription to non‐prescription for vaginal capsules has been obtained in Slovakia, Estonia, Serbia, Portugal and the Czech Republic. Furthermore, a change in worksharing is underway to include Recordati Ilaç as an alternative production site for the finished product for European national cream registrations. The environmental risk assessment of fenticonazol required by the Danish regulatory authority was completed in 2021. The final report of this activity will be available in the first quarter of 2022. Activities involving pharmaceuticals for the treatment of rare diseases The Company carries out support activities for research carried out by other Group companies which is charged back to them on the basis of service agreements. In fact the Group is increasingly more committed to R&D for the development of treatments for rare diseases and it has many pharmaceuticals in its pipeline for treating these illnesses at different stages of development.
7 OTHER INFORMATION Company is subject to management and co‐ordination by Rossini Luxembourg S.àr.l, in accordance with Art. 2497 and following of the Italian Civil Code. Key figures from the financial statements for the year ended 31 st December 2020 approved by the company that exercises management and co‐ordination are reported in Attachment 6. No decisions were taken by the Board of Directors that were deemed “decisions influenced by management and co‐ordination activities” during the course of 2021. A merger deed was drawn up in April for the merger of Rossini Investimenti S.p.A. and FIMEI S.p.A. into Recordati S.p.A., which was subsequently filed with the Company Registrar which finalised the operation with effect for accounting and tax purposes from 1 st April 2021. The merger, which was approved by a Shareholders’ Meeting on 17 th December 2020, did not determine any change in the share capital of the merging company, nor did it result in the payment of any cash settlement. Furthermore, Recordati S.p.A.’s post merger balance sheet and income statement remained substantially unchanged compared with the position prior to the transaction and, more specifically, the merger did not alter Recordati’s net financial position and therefore its investment capacity, nor did it alter its capital allocation strategy or policy. On 16 th July 2021, the Board of Directors approved Recordati's new corporate governance structure with the appointment of Rob Koremans as the new Chief Executive Officer (CEO) from 1 st December 2021. Consequently, on 1 st December 2021 the Board of Directors appointed Andrea Recordati, previously Chief Executive Officer (CEO), as Chairman and Robert Koremans as Chief Executive Officer (CEO). The Company confirmed that Recordati will continue to consolidate its current strategy under the leadership of Rob Koremans, as set out in the recent three year plan, by combining organic growth in the current portfolio’s volume of business with the creation of value through business development transactions and M&A. As future Chairman, Andrea Recordati will continue to participate in the development of the Group's strategy, supporting the new CEO and the senior management team. In light of other important appointments conferred on him by the Italian Government and having completed the process of transition towards a new corporate governance structure, the Chairman Alfredo Altavilla tendered his resignation on 16 th July 2021, again with effect from 1 st December 2021. Treasury stock consisting of 2,135,498 shares was purchased during the year, for consideration of € 101.8 million and 1,750,500 shares were sold for consideration of € 42.5 million, following the exercise of options under the 2014‐2018 and 2018‐2022 stock option plans by Group employees. As at 31 st December 2021, the Company held 3,214,300 treasury shares in portfolio accounting for 1.54 % of the share capital, with a nominal value of € 0.125 each. The section “Principal risks and uncertainties” in the review of operations in the consolidated annual report may be consulted for an analysis and description of the principal risks and uncertainties to which the Company is exposed pursuant to paragraphs 1 and 2 of article 2428 of the Italian Civil Code. The information required under point 6‐bis of Art. 2428 of the Italian Civil Code concerning the Company’s objectives and policies in respect of financial risk management is reported in note 40 to the financial statements. In compliance with the requirements contained in Art. 4, paragraph 7 of the Regulation on related‐party transactions adopted with Consob Resolution 17221 of 12 th March 2010 and subsequent amendments and also in Art. 2391‐bis, paragraph 1 of the Italian Civil Code, the Company reports that it has adopted “Regulations for related‐party transactions”, the full text of which is available on the Company website at www.recordati.it (in the “Corporate Governance” section), as last updated on 17 th June 2021.
8 For all information on corporate governance, reference is made to the Report on Corporate Governance and Ownership Structure prepared in accordance with Art. 123‐bis of the Consolidated Finance Law, approved by the Board of Directors at the same time as it approved the Annual Report. Information pursuant to paragraphs 1 and 2 of Art. 123 bis of Legislative Decree No. 58/1998 is contained in the separate “Report on Corporate Governance and Ownership Structure”, the full text of which is available on the company’s website www.recordati.it (in the “Corporate governance” section). Reference is made for “information concerning the environment and personnel” to the Consolidated Non‐ Financial Statement. The Company has a secondary headquarters at 4, Via Mediana Cisterna, Campoverde di Aprilia (Latina). Shares held by directors, statutory auditors, general managers and other key management personnel are reported in the Report on remuneration policies and wages published in accordance with Art. 123‐ter of the Consolidated Finance Law. Reference is made to the information given in the Non‐Financial Statement for details of the principles governing conduct adopted by the Company. Reference is made to note 45 to the financial statements for information required by the Consob (Italian securities market authority) communication dated 28 th July 2006 on “atypical and/or unusual transactions”. RELATED‐PARTY TRANSACTIONS As at 31 st December 2021, intercompany accounts with companies that form the Recordati Group showed payables of € 529,235 thousand and receivables of € 306,380 thousand. The most significant items were as follows: receivables of € 230,604 thousand for loans granted to Group companies; payables of € 15,650 thousand for loans received from Group companies; trade receivables of € 46,217 thousand from subsidiaries; trade payables to subsidiaries of € 8,722 thousand; receivables from subsidiaries for the management of the centralised cash pooling treasury system amounting to € 29,181 thousand; payables to subsidiaries for the management of the centralised cash pooling treasury system amounting to € 504,618 thousand. Sales, services and royalties supplied to Group companies in 2021 amounted to € 233,389 thousand. Dividends were received during the year as follows: € 3,168 thousand from Innova Pharma S.p.A., € 3,000 thousand from Natural Point S.r.l., € 6,117 thousand from Italchimici S.p.A., € 5,407 thousand from Recordati Pharma GmbH, € 10,500 thousand from Bouchara Recordati S.a.s, € 65,000 thousand from Recordati Ireland Ltd, € 1,626 thousand from Recordati Romania SRL, € 26,286 thousand from Casen Recordati S.L., € 1,804 thousand from Tonipharm S.A.S. and € 946 thousand from Opalia Pharma S.A.. Other current payables include a debt of € 215 thousand payable to Italchimici S.p.A. in relation to a tax credit estimated in 2021 by the subsidiary and transferred to the Company as part of the tax consolidation.
9 The following summary is set out in the table below in compliance with Consob Resolution No. 15519 of 27 th July 2006: Percentage of transactions with related parties € (thousands) Total Related parties Amount % Percentage of transactions or positions in the balance sheet with related parties Trade receivables and other 109,372 46,594 42.60 Long‐term financial assets 131,711 131,620 99.96 Short‐term financial assets 128,165 128,165 100.00 Trade payables and other 94,808 8,966 9.46 Short‐term financial liabilities 721,299 520,268 72.13 Percentage of transactions or positions in the income statement with related parties Revenue 469,120 233,434 49.76 Income from investments 123,854 123,854 100.00 Costs of purchases and service provision 230,938 22,509 9.75 Financial income (expense), net (16,514) 1,436 (8.70) Transactions and positions with related parties as a percentage of cash flows is basically the same as that for the income statement items because the transactions are conducted under normal market conditions. It is underlined that no direct business was conducted during the year with the company that carries out management and co‐ordination activities. With regard to direct relations during the year with the company that exercises management and co‐ ordination, we report that the CEO and some employees of the Recordati Group have been designated as beneficiaries of an incentive scheme, with a vesting period of five years, under which they have purchased shares of Rossini Luxembourg S.àr.l. at face value, an indirect shareholder of Recordati S.p.A., and they will receive a return at the end of the life of the scheme. NON‐EUROPEAN UNION SUBSIDIARIES In relation to the provisions of articles 15 and 18 of the Markets Regulations concerning the conditions for the listing of the parent companies of companies formed and regulated under the laws of countries that do not belong to the EU and which are of significant importance for the purposes of consolidated financial statements, since 31 st December 2021 the regulatory provisions of Art. 15 of the Markets Regulations have applied to the subsidiaries Recordati Ilaç, Sanayi Ve Ticaret A.Ş., Recordati Rare Diseases Inc., Rusfic LLC and Recordati AG and the conditions laid down in the aforementioned Art. 15 in relation to which the certification is required from the management body, have been satisfied. SIGNIFICANT TRANSACTIONS, EXCEPTION TO DISCLOSURE OBLIGATIONS The Company decided to take advantage, with effect from 20 th December 2012, of the right not to comply with obligations to publish the reports required when significant extraordinary operations are performed consisting of mergers, demergers, share capital increases through contributions in kind, acquisitions and disposals, in accordance with Art. 70, paragraph 8 and with Art. 71, paragraph 1‐bis of the Issuers’ Regulations issued by Consob with Resolution No. 11971/1999 and subsequent amendments.
10 BUSINESS OUTLOOK At the date of preparing the financial statements no corporate events had occurred after the end of the year which might require modifications to be made to the value of assets and liabilities and the amounts in the income statement. In December 2021, the Company announced the signing of a share purchase agreement to acquire EUSA Pharma (UK) Ltd, a global specialty pharmaceutical company with headquarters in the United Kingdom, focused on rare and niche oncology diseases, for an enterprise value of €750 million. The acquisition of EUSA Pharma represents another step forward in delivering on the Group’s strategy. In the face of the Russia‐Ukraine crisis, the Recordati Group has given immediate priority to the safety of its people and is implementing all possible measures and initiatives to guarantee the supply of medicines to patients in territories involved. In spite of the resilience of the pharmaceutical sector, recent operating performance and the diversification of the Group, it is difficult to quantify at this stage the potential future impacts from this crisis, given the complex and constantly evolving situation. Except for the above no significant events occurred after the end of the year. The implementation of company policies, operations at the beginning of the current year, the potential of our products, the financial strength of the company and the managerial capacities of our personnel lead us to forecast a positive result again in 2022. Milan, 17 th March 2022. For the Board of Directors The Chairman Andrea Recordati
11 RECORDATI S.p.A. INCOME STATEMENTS FOR THE YEARS ENDED 31 ST DECEMBER 2021 AND 31 ST DECEMBER 2020 Income statement Amounts in euro Notes 2021 2020 Net revenue 3 464,718,992 449,375,943 Other income 4 4,401,262 2,678,247 Total income 469,120,254 452,054,190 Raw materials costs 5 (119,556,680) (120,252,649) Personnel costs 6 (88,774,171) (80,710,726) Depreciation and amortisation 7 (26,245,866) (25,245,221) Other operating expenses 8 (111,381,140) (80,040,475) Changes in inventories 9 679,226 6,795,537 Operating income 123,841,623 152,600,656 Income from investments 10 123,853,746 132,785,267 Write‐down of investments 11 0 (2,539,000) Financial income (expense), net 12 (16,513,669) (13,308,427) Pre‐tax income 231,181,700 269,538,496 Income taxes 13 (12,072,354) (34,874,582) Net income 219,109,346 234,663,914 Earnings per share (in euro) Basic 1.064 1.140 Diluted 1.048 1.122 Basic earnings per share is calculated on average shares outstanding in the relative periods, consisting of 206,011,089 shares in 2021 and 205,758,125 in 2020. The figures are calculated net of average treasury stock held, which amounted to an average of 3,114,067 shares in 2021 and 3,367,031 shares in 2020. Diluted earnings per share is calculated taking into account stock options granted to employees. The explanatory notes form an integral part of these financial statements.
12 RECORDATI S.p.A. BALANCE SHEETS AS AT 31 ST DECEMBER 2021 AND 31 ST DECEMBER 2020 Assets Amounts in euro Notes 31 st December 2021 31 st December 2020 Non‐current assets Property, plant and equipment 14 75,828,587 67,070,471 Intangible assets 15 250,296,891 226,414,210 Investments 16 1,086,514,035 1,092,270,697 Other non‐current financial assets 17 131,710,603 150,691,686 Deferred tax assets 18 20,472,262 21,500,975 Total non‐current assets 1,564,822,378 1,557,948,039 Current assets Inventories 19 82,368,189 81,688,962 Trade receivables 20 86,552,137 85,205,885 Other receivables 21 22,819,739 17,005,280 other current assets 22 2,875,782 2,054,164 Derivatives measured at fair value 23 11,149,360 7,004,443 Other short‐term financial receivables 24 128,165,448 75,553,565 Cash and cash equivalents 25 60,356,039 84,972,264 Total current assets 394,286,694 353,484,563 Total assets 1,959,109,072 1,911,432,602 The explanatory notes form an integral part of these financial statements.
13 RECORDATI S.p.A. BALANCE SHEETS AS AT 31 ST DECEMBER 2021 AND 31 ST DECEMBER 2020 Equity and Liabilities Amounts in euro Notes 31 st December 2021 31 st December 2020 Equity Share capital 26 26,140,645 26,140,645 Additional paid‐in capital 26 83,718,523 83,718,523 Treasury shares 26 (126,981,351) (87,515,607) Statutory reserve 26 5,228,129 5,228,129 Other reserves 26 300,155,621 302,314,749 Revaluation reserve 26 2,602,229 2,602,229 Interim dividend 26 (109,329,280) (103,142,677) Net income 26 219,109,346 234,663,914 Total equity 400,643,862 464,009,905 Non‐current liabilities Borrowings – due after one year 27 711,534,603 713,582,983 Employees benefit obligations 28 6,959,922 7,770,535 Other non‐current liabilities 29 0 0 Total non‐current liabilities 718,494,525 721,353,518 Current liabilities Trade payables 30 59,450,998 34,971,065 Other current payables 31 32,464,615 22,617,944 Tax liabilities 32 2,892,219 2,845,342 Other current liabilities 33 572,728 922,728 Provisions 34 7,488,309 5,151,230 Derivatives measured at fair value 35 13,697,606 8,504,996 Borrowings ‐ due within one year 36 201,031,240 246,997,314 Short‐term liabilities to banks 37 2,104,887 2,088,209 Other short‐term liabilities 38 520,268,083 401,970,351 Total current liabilities 839,970,685 726,069,179 Total equity and liabilities 1,959,109,072 1,911,432,602 The explanatory notes form an integral part of these financial statements.
14 RECORDATI S.p.A. STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 ST DECEMBER 2021 AND 31 ST DECEMBER 2020 € (thousands) 2021 2020 Net income 219,109 234,664 Gains/(losses) on cash flow hedges after tax 1,685 3,487 Valuation of employee benefits pursuant to IAS 19, net of tax 176 (112) Adjustment to investments in listed companies, net of tax (9,197) 6,821 Adjustment of debt to Opalia (141) Other items recognised in equity (7,477) 10,196 Comprehensive income 211,632 244,860 Data per share (in euro) Basic 1.027 1.190 Diluted 1.012 1.171 The explanatory notes form an integral part of these financial statements.
15 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED 31 ST DECEMBER 2021 AND 31 ST DECEMBER 2020 € (thousands) Share capital Additional paid‐ in capital Treasury stock Statutory reserve Revaluation reserves Interim dividend Net (loss)/ income for the period Total Sundry reserves Reserve for derivative instruments Stock option reserve and/or other IAS reserves Balance as at 31st December 2019 26.141 83.718 ‐93.480 5.228 127.980 ‐6.145 147.054 2.602 ‐98.764 241.092 435.426 Allocation of 2019 net income as per shareholders' resolution of 29.04.2020 Dividends distributed 98.764 (205.423) (106.659) Retained earnings 35.669 (35.669) 0 Sales of treasury stock 53.835 (18.135) 35.700 Repurchase of treasury shares (47.871) (47.871) Dividends expired 13 13 Interim dividends (103.143) (103.143) Comprehensive income 3.487 6.709 234.664 244.860 Stock Option valuation reserve 5.684 5.684 Balance as at 31st December 2020 26.141 83.718 ‐87.516 5.228 145.527 ‐2.658 159.447 2.602 ‐103.143 234.664 464.010 Allocation of 2020 net income as per shareholders' resolution of 20.04.2021 Dividends distributed 103.143 (216.015) (112.872) Retained earnings 18.649 (18.649) 0 Sales of treasury stock 62.355 (19.842) 42.513 Repurchase of treasury shares (101.821) (101.821) Merger Surplus Reserve 391 391 Dividends expired 9 9 Interim dividends (109.329) (109.329) Comprehensive income (141) 1.685 (9.021) 219.109 211.632 Stock Option valuation reserve 6.111 6.111 Balance as at 31st December 2021 26.141 83.718 ‐126.982 5.228 144.593 ‐973 156.537 2.602 ‐109.329 219.109 400.644 Other reserves The explanatory notes form an integral part of these financial statements.
16 RECORDATI S.p.A. CASH FLOW STATEMENT FOR THE YEARS ENDED 31 ST DECEMBER 2021 AND 31 ST DECEMBER 2020 € (thousands) 2021 2020 OPERATING ACTIVITIES Net income 219,109 234,664 Income taxes 12,072 34,875 Net interest 14,363 13,922 Income from investments (123,854) (132,785) Depreciation of property, plant and equipment 9,748 9,507 Amortisation of intangible assets 16,498 15,737 Write‐offs 0 2,539 Equity‐settled share‐based payments transactions 2,132 2,184 Other non‐monetary items 2,470 2,103 Changes in other assets and other liabilities 3,826 (2,383) Cash flow from/(used in) operating activities before changes in working capital 156,364 180,363 Change in inventories (679) (6,796) Change in trade receivables (1,346) 9,976 Change in trade payables 24,305 (27,679) Change in working capital 22,280 (24,499) Interest received 4,069 4,342 Interest paid (18,776) (17,044) Income taxes paid (16,516) (20) Cash flow from/(used in) operating activities 147,421 143,142 INVESTING ACTIVITIES Investments in property, plant and equipment (17,231) (13,910) Investments in intangible assets (40,381) (6,228) Change in other investments and shares 0 66 Investments in subsidiaries (600) (1) Dividends received 123,854 132,785 Loans granted to subsidiaries (36,459) 27,370 Changes in other short‐term receivables 11,333 7,830 Cash flow from/(used in) investment activities 40,516 147,912
17 € (thousands) 2021 2020 FINANCING ACTIVITIES New loans 219,043 40,368 Repayment of loans (273,409) (195,591) Payment of lease liabilities (1,265) (1,218) Change in short‐term liabilities to banks and other lenders (73) 805 Changes in other short‐term payables 118,614 88,535 Dividends paid (216,634) (212,718) Repurchase of treasury shares (101,821) (47,871) Sales of treasury stock 42,513 35,700 Cash flow from/(used in) financing activities (213,032) (291,990) Change in cash and cash equivalents (25,095) (936) Net cash and cash equivalents at beginning of year 84,972 85,908 Merger impact 479 0 Cash and cash equivalents at year‐end 60,356 84,972 The explanatory notes form an integral part of these financial statements.
18 RECORDATI S.p.A. INCOME STATEMENT IN ACCORDANCE WITH CONSOB RESOLUTION No. 15519 OF 27 TH JULY 2006 Income statement Amounts in euro 2021 of which related parties 2020 of which related parties Net revenue 464,718,992 233,388,881 449,375,943 239,529,313 Other income 4,401,262 45,016 2,678,247 45,016 Total revenue 469,120,254 452,054,190 Raw materials costs (119,556,680) (12,260,111) (120,252,649) (15,318,233) Personnel costs (88,774,171) (80,710,726) Depreciation and amortisation (26,245,866) (25,245,221) Other operating expenses (111,381,140) (10,248,520) (80,040,475) (5,075,431) Changes in inventories 679,226 6,795,537 Operating income 123,841,623 152,600,656 Income from investments 123,853,746 123,853,746 132,785,267 132,785,267 Write‐down of investments 0 (2,539,000) Financial income (expense), net (16,513,669) 1,435,924 (13,308,427) 1,630,887 Pre‐tax income 231,181,700 269,538,496 Income taxes (12,072,354) (34,874,582) Net income 219,109,346 234,663,914
19 RECORDATI S.p.A. BALANCE SHEET IN ACCORDANCE WITH CONSOB RESOLUTION N. 15519 OF 27 TH JULY 2006 Assets Amounts in euro 31 st December 2021 of which related parties 31 st December 2020 of which related parties Non‐current assets Property, plant and equipment 75,828,587 67,070,471 Intangible assets 250,296,891 226,414,210 Investments 1,086,514,035 1,092,270,697 Other non‐current financial assets 131,710,603 131,620,001 150,691,686 150,624,046 Deferred tax assets 20,472,262 21,500,975 Total non‐current assets 1,564,822,378 1,557,948,039 Current assets Inventories 82,368,189 81,688,962 Trade receivables 86,552,137 46,216,783 85,205,885 49,059,595 Other receivables 22,819,739 377,560 17,005,280 10,149,750 Other current assets 2,875,782 2,054,164 Derivatives measured at fair value 11,149,360 7,004,443 Other short‐term financial receivables 128,165,448 128,165,445 75,553,565 75,553,565 Cash and cash equivalents 60,356,039 84,972,264 Total current assets 394,286,694 353,484,563 Total assets 1,959,109,072 1,911,432,602
20 RECORDATI S.p.A. BALANCE SHEET IN ACCORDANCE WITH CONSOB RESOLUTION N. 15519 OF 27 TH JULY 2006 Equity and Liabilities Amounts in euro 31 st December 2021 of which related parties 31 st December 2020 of which related parties Equity Share capital 26,140,645 26,140,645 Additional paid‐in capital 83,718,523 83,718,523 Treasury stock (126,981,351) (87,515,607) Statutory reserve 5,228,129 5,228,129 Other reserves 300,155,621 302,314,749 Revaluation reserve 2,602,229 2,602,229 Interim dividend (109,329,280) (103,142,677) Net income 219,109,346 234,663,914 Total equity 400,643,862 464,009,905 Non‐current liabilities Borrowings – due after one year 711,534,603 713,582,983 Employees benefit obligations 6,959,922 7,770,535 Other non‐current liabilities 0 0 Total non‐current liabilities 718,494,525 721,353,518 Current liabilities Trade payables 59,450,998 8,721,698 34,971,065 6,143,240 Other current payables 32,464,615 244,684 22,617,944 18,216 Tax liabilities 2,892,219 2,845,342 Other current liabilities 572,728 922,728 Provisions 7,488,309 5,151,230 Derivatives measured at fair value 13,697,606 8,504,996 Borrowings – due within one year 201,031,240 246,997,314 Short‐term liabilities to banks 2,104,887 2,088,209 Other short‐term liabilities 520,268,083 520,268,083 401,970,351 401,970,352 Total current liabilities 839,970,685 726,069,179 Total equity and liabilities 1,959,109,072 1,911,432,602
21 RECORDATI S.p.A. NOTES TO THE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 st December 2021 1. GENERAL INFORMATION These financial statements as at and for the year ended 31 st December 2021, have been prepared by Recordati Industria Chimica e Farmaceutica S.p.A. (hereinafter the “Company” or “Recordati”), and they were approved by the Board of Directors on 17 th March 2022 which authorised their publication. Recordati Industria Chimica e Farmaceutica S.p.A. is a listed joint‐stock company registered and with service address in Italy. These financial statements are available at the registered address of the Company at 1, Via Matteo Civitali, Milan. The Company’s activities consist of the development, production and marketing of pharmaceutical products or of pharmaceutical chemicals. The Company operates in a broad and diverse context which includes general medicine, specialist medicine, self‐medication and rare diseases. In addition to being present in the cardiovascular field and in that of hypertension in particular, Recordati is also active in that of urology, with treatments for benign prostatic hyperplasia and mail functional disorders, and in psychiatry. The annual financial statements comprise the income statement, the balance sheet, the statement of other comprehensive income, the statement of changes in equity, the cash flow statement and these notes to the financial statements. The annual financial statements have been prepared in compliance with International Financial Reporting Standards (“IFRS”) issued or reviewed by the International Accounting Standards Board (“IASB”) and endorsed by the European Union and also by regulations issued to implement Art. 9 of Legislative Decree No. 38/2005. Details of the accounting standards adopted by the Group are given in note 2 to the financial statements. The presentation adopted by the Company for the income statement in the separate company annual financial statements classifies revenues and expenses by nature. The distinction between the principle of current and non‐current has been adopted for the presentation of assets and liabilities in the balance sheet. The indirect method was used to prepare the cash flow statement. These financial statements are presented in euro (€) and all amounts in the notes to the statements are rounded to the nearest thousand euro unless otherwise stated. A merger deed was drawn up in April for the merger of Rossini Investimenti S.p.A. and FIMEI S.p.A. into Recordati S.p.A., which was subsequently filed with the Company Registrar which finalised the operation with effect for accounting and tax purposes from 1 st April 2021. The merger, which was approved by a Shareholders’ Meeting on 17 th December 2020, did not determine any change in the share capital of the merging company, nor did it result in the payment of any cash settlement. Furthermore, Recordati S.p.A.’s post merger balance sheet and income statement remained substantially unchanged compared with the position prior to the transaction and, more specifically, the merger did not alter Recordati’s net financial position and therefore its investment capacity, nor did it alter its capital allocation strategy or policy. The table below shows the impacts of the merger on the Company's balance sheet at 1 st April 2021.
22 € (thousands) ASSETS EQUITY AND LIABILITIES Non‐current assets Equity Other investments and shares 3 Merger surplus reserve 392 Other non‐current assets 199 Total non‐current assets 202 Total equity 392 Current assets Current liabilities Other receivables 49 Trade payables 175 Other current assets 13 Provisions 176 Cash and cash equivalents 479 Total current assets 541 Total current liabilities 351 Total assets 743 Total equity and liabilities 743 SEGMENT REPORTING The Company’s only operating segment is the specialty and primary care segment. Furthermore, the pharmaceutical chemicals business is considered an integral part of the specialty and primary care segment because from an organisational and strategic viewpoint it is involved principally in the production of the active ingredients required to produce pharmaceuticals. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES In compliance with Legislative Decree No. 38 of 28 th February 2005 (which implements the options provided for by Art. 5 of Regulation (EC) No. 1606/2002 of the European Parliament and Council of 19 th July 2002 concerning the application of international accounting standards) the annual company financial statements have been prepared by applying the International Financial Reporting Standards (IFRS) issued or revised by the International Accounting Standards Board (IASB) and endorsed by the European Union and also the regulations issued in implementation of Art. 9 of Legislative Decree No. 38/2005. These annual financial statements have been prepared using the same accounting standards as those applied in the last annual financial statements. The Company has not adopted any new standard, interpretation or amendment in advance that has been issued but is not yet in force. The financial statements have been prepared on a going concern basis, because the Directors have found no cash flow, operational or other indicators to suggest that the company might face difficulties in its ability to meet its obligations in the foreseeable future and in the next twelve months in particular. More specifically, account has been taken of the impacts, even potential, of the Covid‐19 pandemic in making estimates and assumptions when preparing the financial statements. In order to address this emergency, the Company had already taken steps in 2021 to implement all possible measures and initiatives to guarantee both the supply of pharmaceuticals to its patients and the health of its employees. The results achieved demonstrate the effectiveness of the initiatives undertaken. Again in 2022, notwithstanding the continuation of the pandemic emergency, the Company considers that it is able to implement the necessary actions in order to ensure it is a going concern and able to achieve positive results.
23 Adoption of new standards Various amendments and interpretations are applicable for the first time in 2021, but have had no impact on the financial statements of the Company for the year ended 31 st December 2021 Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest Rate Benchmark Reform ‐ Phase 2 The amendments include the temporary easing of the requirements in relation to their impacts on balance sheets when the interest rate offered on the interbank market (IBOR) is replaced by an alternative rate that is essentially risk free (the Risk Free Rate ‐ RFR). The amendments include the following practical expedients: a practical expedient that allows contractual changes, or changes in cash flows that are directly required by the reform to be treated as changes in a variable interest rate, equivalent to a change in an interest rate in the market; to allow changes required by the IBOR reform to be made as part of a hedging designation and hedging documentation with no discontinuation of the hedging relationship; the provision of temporary relief to entities with their separate identification requirements when an RFR is designated as a hedge against a component of risk. These amendments have had no impact on the annual financial statements of the Company, nor is any future impact expected. Amendment to IFRS 16 Covid‐19 Related Rent Concessions On 28 th May 2020 the IASB published an amendment to the standard IFRS 16. The amendment allows a lessee not to apply the requirements of IFRS 16 on the accounting effects of modifications for a reduction in lease payments granted as a concession by lessors which are a direct consequence of the Covid‐19 pandemic. The amendment introduces a practical expedient by which a lessee may elect not to assess whether a rent concession represents contract modifications. A lessee that elects to use this expedient shall account for these reductions as if they were not contract modifications within the scope of IFRS 16. The amendments were to be applicable until 30 th June 2021, but as the impact of the COVID‐19 pandemic is continuing, on 31 st March 2021 the IASB extended the period of application of this practical expedient until 30 th June 2022. The amendments shall apply to financial years beginning on or after 1 st April 2021. These amendments have had no impact on the financial statements of the Company. Use of estimates The preparation of financial statements requires estimates and assumptions to be made by directors based on the best possible assessments that have an impact on the values of revenue, expenses, assets and liabilities in the balance sheet and disclosure of contingent assets and liabilities as at the balance sheet date. If in the future those estimates and assumptions should differ from the actual circumstances, they shall be modified appropriately in accordance with the changes in the circumstances. A brief description is given below of those items in the financial statements which more than others require greater discretion on the part of directors in making estimates and for which a change in the conditions underlying the assumptions used could have a significant impact on financial data. Investments in subsidiaries: in compliance with the accounting standards applied, investments in subsidiaries are subject to impairment testing to ascertain whether a reduction in value has occurred, which is recognised with a write‐down, when indicators exist which predict difficulty in realising the relative recoverable amount. Testing whether the aforementioned indicators exist requires the directors
24 to make subjective assessments based on information available within the Company and on the market and on historical experience. Furthermore, if it is found that potential impairment may have occurred, the Company proceeds to measure it by using the measurement techniques considered most appropriate. Accurate identification of indicators of potential impairment and estimates to calculate it depend on factors which may change over time thereby influencing assessments and estimates made by the directors. Provisions: in some circumstances the decision as to whether or not a present obligation (legal or constructive) exists is not easy to make. Management assesses these circumstances on a case‐by‐case basis in combination with an estimate of the funds required to meet the obligation. When Management considers that it is only possible that a liability will arise, then the risks are reported in a special section of the report on commitments and risks without any recognition of a provision. Deferred tax assets: recognition must be supported by a plan to recover these assets based on hypotheses and assumptions that Management considers reasonable. Inventories: stock that may be obsolete or that has a slow turnover is periodically tested for impairment and is written down where the net realisable value is less than the carrying amount. Write‐downs are based on assumptions and estimates resulting from experience and historical results. Financial instruments: trade receivables are adjusted by the relative allowances for bad debts to take account of their actual recoverable amount. Calculation of the amount of write‐downs requires Management to make subjective assessments with account therefore taken of past events, current conditions and forecasts of future economic conditions. Generally methods for measuring the fair value of financial instruments for accounting or disclosure purposes are summarised below with reference made to the main categories of financial instruments to which they apply: derivative instruments: appropriate pricing models are used based on market values for interest rates; loans and borrowings and unlisted financial assets: the discounted cash flow method (based on the present value of expected cash flows in consideration of current interest rates and credit ratings) is used for financial assets with maturities of greater than one year for measurement of the fair value on first‐time recognition. Subsequent recognition is carried out using the amortised cost method; listed financial instruments: the market price as at the reporting date is used. IFRS 13 requires the fair value of financial instruments to be measured by classifying them on the basis of a hierarchy of levels laid down by the standard itself, which reflects the degree of observability of the market inputs used in the calculation of the fair value. The following levels are identified: o Level 1: unadjusted quotations recorded on active markets for assets or liabilities subject to measurement; o Level 2: inputs that are not quoted prices as per level 1, but which are observable on the market, either directly (as in the case of prices) or indirectly (i.e. because they are derived from prices); o Level 3: inputs that are not based on observable market data. Balance sheet Property, plant and equipment – Property, plant and equipment is recognised at historic cost net of the relative accumulated depreciation and any accumulated impairment. Subsequent costs are only capitalised when it is probable that the future economic rewards will flow to the Company. The costs for ordinary maintenance and repairs are recognised through profit or loss at the time at which they are incurred. The carrying amount of property, plant and equipment is subject to impairment testing to measure any loss in value when events or situations occur which indicate that the carrying amount of the assets can no longer be recovered (see paragraph on impairment for details).
25 Depreciation is calculated on a straight‐line basis using rates which are held to be representative of the estimated useful life of the assets: Industrial buildings 2.5% ‐ 5.5% Plant & machinery 10% ‐ 17.5% Other equipment 12% ‐ 40% The depreciation of an asset begins when it is installed and is ready for use or, in the case of self‐constructed assets, when the assets have been completed and are ready for use. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income. Leases – The Company has applied IFRS 16 using the modified retrospective approach. Accounting model for the lessee ‐ At the start of a contract or when changes are made to a contract that contains a lease component, the Company allocates the consideration for the contract to each lease and non‐lease component on the basis of the relative prices. At the date of inception of a lease contract, the Company recognises a right‐of‐use asset and a lease liability. The right‐of‐use asset is initially measured at cost inclusive of the amount of the initial lease liability, adjusted for payments due for leasing carried out at the date of or before the date of inception, plus the direct costs incurred and an estimate of the costs that the lessee will have to bear for disassembly and removal of the underlying assets and to restore the underlying assets or the site in which it is located, net of lease incentives received. The right‐of‐use asset is subsequently depreciated on a straight‐line basis from the date of inception until the end of the lease contract unless the lease transfers ownership of the underlying asset to the Company at the end of the lease contract or, considering the cost of the right‐of‐use asset, it is expected that the Company will exercise its purchase option. In this case, the right‐of‐use asset will be depreciated over the useful life of the underlying asset, calculated on the same basis as that used for property, plant equipment. Furthermore, standard practice is followed to reduce the value of the right‐of‐use asset for impairment and it is adjusted to reflect any changes resulting from subsequent measurements of the lease liability. The Company measures lease liabilities at the present value of the payments due for the lease not paid at the date of inception, discounted using the interest rate implicit in the lease. If it is not possible to calculate that rate easily, the Company uses the incremental borrowing rate. Generally, the Company uses the incremental borrowing rate as the discount rate. The Company’s incremental borrowing rate is calculated on the basis of interest rates obtained from various external sources of financing, which are then adjusted to reflect the terms and conditions of the lease and the type of asset leased. Payments due for the lease included in the measurement of the lease liability are comprised of: fixed payments (including in‐substance fixed payments); variable lease payments due that depend on an index or a rate, initially measured using an index or rate as at the commencement date; amounts expected to be payable by the lessee under residual value guarantees; and the exercise price of a purchase option if the Company is reasonably certain to exercise that option, the payments due for a lease period where the Company has the option to extend it if the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease in advance, unless the Company is reasonably certain that it will not terminate the lease in advance. Lease liabilities are measured at amortised cost using the effective interest rate criteria and are measured again: if there is a change in the future payments due for the lease resulting from a change in an index or rate; if there is a change in the amount that the Company expects will be due under residual value guarantees; or if the Company changes its assessment of whether or not it will exercise a purchase, extension or termination option; or if there is a change in the in‐substance fixed payments due.
26 When a lease liability is remeasured, the lessee makes a corresponding change to the relative right‐of‐use asset. If the carrying amount of a right‐of‐use asset is reduced to zero, the lessee recognises that change in net income for the year. The Company recognises right‐of‐use assets which do not satisfy the requirement to be defined as investment property within the item “Property, plant and equipment” in the balance sheet and lease liabilities within the item “Loans”. Short‐term leases and low‐value leases – The Company has decided not to recognise right‐of‐use assets and lease liabilities for assets with low values and for short‐term leases, inclusive of IT equipment. The Company recognises the relative payments due for these leases as an expense on a straight‐line basis over the lease term. Intangible assets ‐ An intangible asset is recognised only if it can be identified, if it is probable that it will generate future economic rewards and its cost can be measured reliably. Intangible assets are recognised at purchase cost, net of amortisation calculated on a straight‐line basis and on the basis of their estimated useful life which, however, cannot exceed 20 years. Patents, licences and know‐how are amortised from the year of the first sale of the relative products. Amortisation of distribution and licence rights is generally calculated over the duration of the contract using the following percentages held to be representative of the estimated useful life of the assets: patents and sales authorisations 5% ‐ 33%. distribution licences, trademarks and similar rights 5% ‐ 25% Impairment ‐ At each balance sheet date, or more frequently if necessary, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash‐ generating unit to which the asset belongs. The recoverable amount is the greater of net selling price and value in use. In measuring value in use, the estimated future cash flows are discounted to their present value using a discount rate net of tax that reflects current market assessments of the time value of the money and the risks specific to the asset. If the recoverable amount of an asset (or cash‐generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash‐generating unit) is reduced to its recoverable amount. Impairment losses are recognised as an expense immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash‐generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised. A reversal of an impairment loss is recognised as income immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash‐generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised. A reversal of an impairment loss is recognised as income immediately. Investments in subsidiaries – Investments in subsidiaries, which are those entities over which the Company holds control, are recognised at cost of purchase adjusted for impairment. Positive differences arising at the time of purchase between the purchase cost and the quota of the equity at present values held in the subsidiary attributable to the Company are therefore included in the carrying amount of the investment. In compliance with the accounting standards applied, in the presence of specific impairment indicators the value of investments in subsidiaries, measured on the basis of the cost criterion, is subject to impairment
27 testing. More specifically, the value of investments is tested for impairment if the stated value of the investment in the separate financial statements is greater than the carrying amount of the net assets of the investment, with account also taken of the effects of any implicit gains recognised and tested in the consolidated financial statements. For the purposes of impairment testing, the carrying amount of investments is compared with the recoverable amount, defined as the higher of the value in use and the fair value less costs to sell. If the recoverable amount of an investment is less than its carrying amount, the carrying amount of the asset shall be reduced to its recoverable amount. The reduction constitutes impairment and is recognised through profit and loss. For the purposes of the impairment testing, the fair value is measured on the basis of the market value of the investment, regardless of the percentage of ownership. For investments in unlisted companies, the fair value is measured on the basis of valuation techniques, including the market‐multiples approach. The value in use on the other hand is measured by applying the “discounted cash flow ‐ equity side” criterion, which consists of calculating the present value of future cash flows which it is estimated will be generated by the subsidiary, inclusive of cash flows from operating activities and the consideration resulting from the final sale of the investment, net of the financial position as at the measurement date. When calculating estimated future cash flows, the Company takes due consideration of risks related to climate change issues, inclusive of the applicable regulations. It assesses whether they could have a significant impact on the estimate of the recoverable amount and where necessary this includes the impacts on cash flow forecasts for the estimate of value in use. If the necessary conditions for a previous write‐down are reversed, the carrying amount of the investment is also reversed with recognition through profit and loss, up to the limits of the original cost. According to IFRS 2, stock option plans for the employees of subsidiaries constitute an increase in the value of the relative investments. That increase in value consists of the fair value of the options on the grant date and it is recognised as an increase in the investments at constant rates over the period between the grant and the vesting date, with the balancing entry recognised directly in equity. Financial instruments Recognition and measurement Trade receivables and debt securities in issue are recognised at the time they are originated. All other financial assets and liabilities are recognised initially on the date they are traded and that is when the Company becomes a party to the contract underlying the financial instrument. The following are exceptions to this: trade receivables that do not contain a significant financial component, financial assets and liabilities that are initially recognised at more or less fair value or, if lower, at the present value of the minimum payments due for leases. On initial recognition, trade receivables which do not have a significant financial component are recognised at the transaction price. Classification and subsequent measurement Financial assets On initial recognition, a financial asset is classified on the basis of its measurement: amortised cost; fair value recognised through the comprehensive income (FVOCI) – debt security; (FVOCI) – equity; or at fair value recognised through profit or loss (FVTPL). Financial assets are not reclassified after their initial recognition unless the Company modifies its business model for the management of financial assets. In this case all the financial assets concerned are reclassified on the first day of the financial year after the business model is changed. A financial asset must be measured at amortised cost if both the following conditions are met and it is not designated as at FVTPL: it is held as part of a business model the objective of which is to hold it with the objective of collecting the relative contractual cash flows; and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding to be repaid.
28 A financial asset must be measured at FVOCI if both the following conditions are met and it is not designated as at FVTPL: it is held as part of a business model the objective of which is achieved both by the collection of the contractual cash flows and by the sale of the financial assets; and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding to be repaid. On the initial recognition of a security that is not held for trading, the Company may make an irrevocable choice to recognise subsequent changes in fair value through other comprehensive income. The choice is made for each asset. All financial assets not classified as recognised at amortised cost or at FVOCI are recognised, as stated previously, at FVTPL. They include all derivatives. On initial recognition, the Company may irrevocably designate a financial asset as measured at fair value through profit or loss if by doing so it eliminates or significantly reduces an accounting mismatch which would otherwise result from the measurement of the financial asset at amortised cost or at FVOCI. Financial assets: subsequent measurement and profits and losses Financial assets measured at FVTPL These assets are subsequently measured at fair value. Net profits and losses, inclusive of dividends or interest received, are recognised through profit or loss. Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, gains and losses on foreign exchange rates and impairment are recognised through profit and loss as are any profits or losses resulting from derecognition. Debt securities measured at FVOCI These assets are subsequently measured at fair value. Interest income measured using the effective interest rate method, gains and losses on foreign exchange rates and impairment are recognised through profit or loss. Other net profits and losses are recognised through comprehensive income. On derecognition accumulated gains or losses recognised through other comprehensive income are reclassified as recognised through profit or loss. Equities measured at FVOCI These assets are subsequently measured at fair value. Dividends are recognised through profit or loss unless they clearly represent a recovery in the value of the investment. Other net profits and losses are recognised through other comprehensive income and are never reclassified as recognised through profit or loss. Financial liabilities: classification, subsequent measurement and profits and losses Financial liabilities are classified as recognised at amortised cost or at FVTPL. A financial liability is classified as recognised at FVTPL when it is held for trading, is a derivative or is designated as such on initial recognition. Financial liabilities recognised at FVTPL are measured at fair value and any changes in their value, inclusive of interest expense, are recognised through profit or loss. Other financial liabilities are subsequently recognised at amortised cost using the effective interest method. Interest expense and gains and losses on foreign exchange rates are recognised through profit or loss, as are any profits or losses resulting from derecognition. Derecognition Financial assets Financial assets are derecognised when the contractual rights to the cash flows from them expire, when the contractual right to receive the cash flows as part of a transaction in which all the risks and rewards of ownership of the financial asset are transferred or when the Company neither transfers nor maintains
29 substantially all the risks and rewards of ownership of the financial asset and does not retain control of the financial asset. The company is involved in transactions that involve the transfer of assets recognised in its accounts, but retains all or substantially all the risks and rewards arising from the transferred asset. In these cases the assets transferred are not derecognised. Financial liabilities The Company derecognises a financial liability when the obligation specified in the contract is discharged or cancelled or expires. The Company also derecognises a financial liability when there is a change in the terms of the contract and the cash flows of the modified liability are substantially different. In this case a new financial liability is recognised at fair value on the basis of the modified terms of the contract. The difference between the carrying amount of the financial liability extinguished and the consideration paid (inclusive of assets that do not consist of cash transferred or liabilities taken on) is recognised through profit or loss. Offsetting Financial assets and liabilities can be offset and the amount resulting from that offset is recognised if, and only if, at the time the Company has the legal right to offset the amounts and intends either to settle the balance on a net basis or realise the asset and settle the liability at the same time. Derivatives and hedges (hedge accounting) The Company uses derivatives to hedge its positions that involve foreign exchange and interest‐rate risks. Derivatives are initially measured at fair value. After initial recognition, derivatives are measured at fair value and the relative changes are usually recognised through profit or loss. The Company designates some derivatives as hedging instruments to hedge against changes in cash flows relating to highly probable transactions resulting from fluctuations in foreign exchange and interest rates and some derivatives and non‐derivative financial liabilities as instruments to hedge against foreign exchange risk on a net investment in a foreign operation. At the start of the designated hedging relationship the Company documents its risk management objectives, the hedging strategy, the economic relationship, the hedging instrument and whether changes in the cash flows of the item hedged and of the hedging instrument are offset against each other. Cash flow hedges When a derivative is designated as an instrument to hedge against changes in cash flows, the effective portion of the changes in the fair value of the hedging derivative is recognised through other comprehensive income and stated in the cash flow hedge reserve. The effective portion of the changes in fair value of a hedging derivative that is recognised through other comprehensive income is limited to the cumulative change in fair value of the instrument hedged, at present value, since the inception of the hedge. The ineffective portion of changes in the fair value of the derivative is recognised immediately through profit or loss. When the hedge ceases to meet the qualifying criteria or the hedging instrument is sold, expires or is exercised then hedge accounting is discontinued prospectively. When cash flow hedge accounting ceases, the amount that has accumulated in the cash flow hedge reserve remains in equity until, for a hedge that involves recognition of a non‐financial asset or liability, it is included in the cost of the non‐financial asset or liability at the time of initial recognition or, for cash flow hedges, it is recognised through profit or loss in the financial year or in the subsequent financial years in which the expected cash flows hedged have an effect on profit or loss. If future hedged cash flows are no longer envisaged, the amount must be immediately reclassified from the cash flow hedge reserve and from reserve for hedging costs to profit or loss.
30 Hedging for net investments When a derivative or a non‐derivative financial liability is designated as a hedging instrument for a net investment in a foreign operation, for derivatives, the effective portion of the change in the fair value of the derivative or, for a non‐derivative instrument, the gains or losses on exchange rates, are recognised through other comprehensive income and are stated in the currency translation reserve in equity. The ineffective portion is recognised immediately through profit or loss. The amount recognised through other comprehensive income is reclassified to profit or loss on the disposal of the following operation. Inventories ‐ Inventories are measured at the lower of cost or market value, where the market value of raw materials and subsidiaries is their replacement cost while that related to finished goods and work‐in‐process is their net realisable value. Inventories of raw materials and supplies are measured at their average weighted purchase cost including costs incurred in bringing the inventories to their location and condition at year‐end. Inventories of work‐in‐process and finished goods are measured at their average weighted manufacturing cost which includes the cost of raw materials, consumables, direct labour and indirect costs of production, exclusive of general expenses. Inventories are written down if the net realisable value is lower than cost as described above or in the case of obsolescence resulting from slow moving stocks. Cash and cash equivalents ‐ These consist of cash at banks on sight and readily marketable short‐term investments and they are measured at market value. Equity ‐ Equity instruments issued by the Company are recognised at the amount of the proceeds received. All transactions of a capital nature between the Company and parties that exercise their rights and duties in their capacity as shareholders are recognised within that item. Dividends declared by the Company are recognised as a liability at the time of approval of the resolution to distribute them. The cost and selling prices of treasury shares are recognised directly in equity and therefore gains and losses on sales are not recognised through profit or loss. Provisions for employee benefits ‐ Employee benefits presented in the balance sheet are the result of valuations carried out as prescribed by IAS 19. The liabilities recognised in the balance sheet for post‐ employment benefit schemes represent the present value of the defined benefit obligation, as adjusted for unrecognised actuarial gains and losses and unrecognised past service cost. More specifically, the “Projected Unit Credit Method” is used. All actuarial gains and losses are recognised directly through other comprehensive income and stated in equity. Until 31 st December 2006 the post‐employment benefit provisions of Italian companies were considered defined benefit plans. The regulations governing those indemnities were amended by Law 296 of 27 th December 2006 (2007 Finance Act) and subsequent amendments made in early 2007. In view of those changes and more specifically for companies with at least 50 employees, those benefits are now to be treated as defined benefit plans only for the amounts that accrued prior to 1 st January 2007 (and not yet paid at the balance sheet date), while subsequent to that date they are treated in the same way as a defined contribution plan. Provisions ‐ Provisions are recognised when the Company has a present obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. Foreign currencies ‐ Transactions in currencies other than the euro are translated into the functional currency at the rates of exchange prevailing on the dates of the transactions. Monetary assets and liabilities denominated in those currencies are retranslated at the rates prevailing on the balance sheet date. Profits and losses arising on exchange are included in net profit or loss for the period. Non‐monetary assets and
31 liabilities recorded at the rates of exchange prevailing on the dates of the transactions are not retranslated on the balance sheet date. Income statement The expenses are stated on an aggregate basis in the income statement “by nature”. The choice of this method of presentation is based on the nature of the Company as both a holding and an operating company. The objective is to both optimise and simplify general accounting practices and all the relative compliance activity required by Italian tax regulations. Revenue ‐ Revenue is measured with account taken of the consideration specified in the contract with the customer. It is recognised when control over the goods or services is transferred and it is stated net of returns, discounts and rebates. Information on the nature and timing of the satisfaction of performance obligations in contracts with customers and the relative policies for recognition of revenues is given below. Revenue is mainly comprised of the sales of products and income from license agreements. Sales of products are shown by the net amount of the invoice, less the estimated amounts for discounts and returns, and they are recognised when the control of the goods has been transferred to third parties. This usually occurs when ownership passes to the customer, on shipment or on receipt of the goods, depending on the specific conditions of the sale. Revenue arising from licensing agreements includes income generated by agreements to collaborate on products for which the Company has granted determined rights under licence but in which it retains a significant economic interests, through, for example, the ordinary sale of finished products. The revenue may take the form of up‐front payments, profit‐sharing and royalties. When control of the right to use intangible assets is transferred at the beginning of an agreement, the revenue is recognised in one single amount. If the substance of an agreement gives the right of access to intangible assets, the revenues are recognised over time, usually on a straight‐line basis for the entire term of the contract. If the Company provides services, such as for example the supply of products, the revenue is recognised for the entire period of the service provision. Revenue linked to the achievement of a sales target by a licensee is recognised in one single amount when the target is reached. Revenue for royalties is recognised in one single amount when the right to receive them vests. Research and development expenses ‐ R&D expenses are charged to the income statement in the year in which they are incurred in accordance with IAS 38, except in cases where they are capitalised in accordance with that same standard. More specifically, IAS 38 requires development costs to be capitalised if the technical and commercial feasibility for the sale of the products subject to development has been determined with a high probability of success and if future economic rewards are probable. Those expenses include amounts due under collaboration agreements with third parties. Government grants ‐ Government grants towards investment in plant are recognised as income over the periods necessary to match them with the related costs and are recognised in the balance sheet as deferred income. Government grants, including those for research, are recognised through profit and loss on an accrual basis within the item “other revenue”. Share based payment transactions – According to IFRS 2, stock option plans for employees constitute a part of the remuneration of the beneficiaries, the cost of which is given by the fair value of the options on the grant date. It is recognized through profit or loss at constant rates over the period between the grant and the vesting date, with the balancing entry recognised directly in equity. Financial income and expense – These include interest income and expense, foreign exchange gains and
32 losses, both realised and unrealised, and differences arising from the valuation of securities. Interest income and expense is recognised through profit and loss for the period to which it relates using the effective interest rate method. Taxation ‐ Taxation on income constitutes the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year and tax rates in force at the date of the balance sheet are applied. Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be used. Such assets and liabilities are not recognised if the temporary difference arises from goodwill. Deferred tax is calculated at the tax rates that are expected to apply to the period when the liability is settled or the asset realised. Deferred tax is recognised directly through profit or loss, except when it relates to items recognised directly in equity, in which case the deferred tax is also recognised in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. Earnings per share ‐ Earnings per share is the net income for the period attributable to ordinary shareholders divided by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by adjusting the average weighted number of outstanding shares for the effects of all the potential dilutive ordinary shares.
33 3. NET REVENUE In 2021 This came to € 464,719 thousand (€ 449,376 thousand in 2020) and was composed as follows: € (thousands) 2021 2020 Changes 2021/2020 Net sales 445,743 425,786 19,957 Royalties and up‐front payments 2,712 2,391 321 Revenue from services 16,264 21,199 (4,935) Total revenue 464,719 449,376 15,343 Net sales revenue is as follows: € (thousands) 2021 Italy Abroad 2020 Italy Abroad Pharmaceuticals 176,118 191,655 185,266 191,202 Pharmaceutical chemicals 4,621 43,455 4,014 44,613 Other 730 29,164 284 407 Total net sales 181,469 264,274 189,564 236,222 Revenue from pharmaceuticals in Italy was € 176,118 thousand, down € 9,148 thousand on the previous year. As concerns the performance of prescription products in Italy the reduction in sales is partially due to distortions recorded on the market in the first half of 2020 at the beginning of the pandemic as a consequence of large demand for medicines by the Company’s customers, as well as to the subsequent reduction in stocks in the distribution channel. Marketing of Isocef® was suspended at the beginning of 2021, due to the temporary unavailability of the product on the market, with a negative impact of € 4.0 million compared with the previous year. We also report the reduction of € 4.4 million in sales of Urorec® due to the loss of exclusivity. Good performance was recorded by the self‐medication products Alovex®, Proctolyn®, Eumill® and Transact‐Lat®. International sales in the pharmaceutical sector were largely unchanged compared with the previous year, thanks in particular to sales of Eligard®, a drug indicated for the treatment of prostate cancer, now billed directly to customers following the transfer of marketing authorisations in various countries. Sales of pharmaceutical chemicals were down 0.9% compared with the previous year, while a slight contraction in sales abroad was largely offset by greater sales in Italy. The item “Other revenues” for the year relates mainly to profit on the sales of Eligard® made by Astellas Pharma Europe Ltd. as the previous licensee during the transition period pending the transfer of regulatory authorisations. These were paid back to the Company as a result of the contract with Tolmar International Ltd finalised in January 2021. Revenue from net sales by geographical area were as follows: € (thousands) 2021 2020 Change 2021/2020 Europe 437,354 418,843 18,511 of which Italy (*) 181,469 189,564 (8,095) Australasia 14,517 17,617 (3,100) America 11,159 11,404 (245) Africa 1,689 1,512 177 Total 464,719 449,376 15,343 (*) The 2020 data was reclassified to give a consistent comparison.
34 In 2021, as also in 2020, no concentrations of revenue of greater than 10% were recorded for a single customer outside the Group. Net sales revenues included € 214,764 thousand (€ 216,291 thousand in 2020) for sales of products to subsidiaries: € (thousands) 2021 2020 Changes 2021/2020 Recordati Ireland Ltd. 101,292 101,489 (197) Innova Pharma S.p.A. 27,604 25,089 2,515 Laboratoires Bouchara Recordati S.a.s. 19,031 19,769 (738) Casen Recordati S.L. 9,451 5,147 4,304 Jaba Recordati S.A. 5,267 4,284 983 Recordati Pharma GmbH 15,067 25,484 (10,417) Recordati Ilaç 154 476 (322) Recordati Rare Diseases S.a.r.l. 4,363 3,884 479 Opalia Pharma S.A. 11 11 0 Recordati Hellas Pharmaceuticals S.A. 1,083 1,508 (425) Herbacos Recordati s.r.o. 7,887 10,481 (2,594) Recordati Romania S.r.l. 5,418 4,467 951 Recordati Polska Sp. z o.o. 10,523 9,198 1,325 Recordati AG 2,758 4,489 (1,731) Recordati BV 1,203 150 1,053 Recordati AB 1,087 365 722 Rusfic LLC 906 0 906 Recordati Austria 1,659 0 1,659 Total 214,764 216,291 (1,527) All commercial transactions with subsidiaries took place under normal market conditions. Revenue for royalties, up‐front payments and services were composed as follows: € (thousands) 2021 2020 Changes 2021/2020 Services and royalties to subsidiaries: Recordati Rare Diseases Italy S.r.l. 40 40 0 Innova Pharma S.p.A. 1,018 818 200 Recordati Ireland Ltd. 4,838 12,282 (7,444) Laboratoires Bouchara Recordati S.a.s. 568 468 100 Recordati Pharma GmbH 1,287 1,089 198 Casen Recordati S.L. 1,217 645 572 Jaba Recordati S.A. 420 263 157 Recordati Ilaç 365 322 43 Recordati Hellas Pharmaceuticals S.A. 140 93 47 Herbacos Recordati sro 152 106 46 Recordati Romania S.r.l. 1,314 96 1,218 Recordati Rare Diseases Sarl 1,083 1,407 (324) Recordati Rare Diseases Inc. 840 1,119 (279) Rusfic LLC 130 70 60 Recordati Polska Sp. z o.o. 285 148 137 Italchimici S.p.A. 1,507 1,296 211 Natural Point S.r.l. 629 694 (65) Recordati AG 2,191 1,882 309 Recordati BV 157 124 33 Recordati AB 323 212 111 Recordati Pharmaceuticals Ltd. 87 57 30 Recordati Ukraine LLC 21 8 13 Opalia Pharma S.A. 13 0 13
35 Total services and royalties to subsidiaries 18,625 23,239 (4,614) Services and royalties to non‐Group companies Royalties and up‐front payments 351 351 0 Total services and royalties to third parties 351 351 0 Total revenue from services and royalties 18,976 23,590 (4,614) The revenue from royalties and services to subsidiaries related principally to the “Group Service Agreement” for services performed on behalf of subsidiaries during the year. Revenues to Recordati Ireland Ltd. included € 3,584 thousand (€ 11,467 thousand in 2020) for adjustments to intercompany transfer prices made for compliance with the arm’s length principle and payments received for activities carried out by the Company for support services in the identification, stipulation and negotiation of license‐in contracts with Companies outside group and proprietary product contracts by granting the use of its know‐how to Recordati Ireland Ltd, on the basis of the same criteria defined with the revenue agency for previous years and incorporated in the intragroup contracts signed between Recordati SpA and Recordati Ireland Ltd. The decrease compared with the previous year is mainly due to the negative impact on sales of Lercanidipine in Turkey resulting from the introduction of new measures in favour of generic products and from the change in the market selling price of the product, the high procurement costs for Silosodine and a negative exchange rate effect. Sales to Recordati Rare Diseases Inc. were attributable in particular to R&D work carried out on behalf of those subsidiaries, in addition to the effects coming from the Management service Agreement. Sales to Italchimici S.p.A. related above all to the continuation of co‐promotion carried out on behalf of the subsidiary as well as to a service contract. Sales to Recordati AG related in particular to R&D work carried out on behalf of that subsidiary on the products Signifor® and Isturisa®. Services and royalties to third parties, which amounted to € 351 thousand, included € 350 thousand in relation to the quota for the year of up‐front payments resulting from licence and distribution contracts received in prior years. 4. OTHER INCOME Other income amounted to € 4,401 thousand in 2021, compared with € 2,678 thousand in 2020. It included charges to employees for the use of hired cars, other indemnities, non‐recurring income, prior year income and gains on the sale of non‐current assets. More specifically, during the year € 1,006 thousand was recorded related to insurance compensation to be received for damages as a result of a weather incident that damaged stock held in the BOMI warehouse along with € 1,806 thousand related to the release of provisions for invoices to be received from previous years. There were also the charges passed on to licensees for the “1.83% discount” due on request from AIFA (Italian Medicines Agency) from the holder of the AIC (marketing authorisation). The item also included € 45 thousand of income from property investments relating to the rent of premises at the Milan site to Innova Pharma S.p.A. amounting to € 12 thousand and also the rent of part of the offices in via Marostica in Milan to Recordati Rare Diseases Italy S.r.l. for € 33 thousand.
36 Details of grants received for investments recognised in the income statement are given below for the last five years. € (thousands) 2017 1 2018 0 2019 0 2020 0 2021 0 Total 1 5. RAW MATERIALS COSTS These were composed as follows: € (thousands) 2021 2020 Changes 2021/2020 Raw materials and goods: from licensing‐in agreements (*) 56,050 43,506 12,544 from others (*) 49,717 61,502 (11,785) 105,767 105,008 759 Goods for resale 830 1,000 (170) Packaging materials 6,462 7,621 (1,159) Others and consumables 6,498 6,624 (126) Total 119,557 120,253 (696) (*) The 2020 data was reclassified to give a consistent comparison. The change in purchases of raw materials, goods and other materials correlates with the changes in the sales mix for each product. Costs from others include purchases of metoprolol for € 7,374 thousand and raw materials from Recordati Ireland Ltd for € 7,026 thousand, from Innova Pharma S.p.A. for € 720 thousand, from Casen Recordati S.L. for € 2,642 thousand and from Italchimici S.p.A. for € 1,872 thousand. 6. PERSONNEL COSTS Personnel costs were composed as follows: € (thousands) 2021 2020 Changes 2021/2020 Wages and salaries 61,433 55,381 6,052 Social security payments 19,428 17,988 1,440 Salary resulting from stock option plans 2,132 2,184 (52) Other costs 5,781 5,158 623 Total personnel costs 88,774 80,711 8,063
37 The increase in the item wages and salaries compared with the year before was attributable in particular to higher provisions made for bonuses relating to the year. The expenses for stock option plans relate to the application of IFRS 2, which requires the measurement of those options as a component of the wages of the beneficiaries. Other costs include the portions for the year of the leaving indemnity charges destined to pension funds in accordance with the legislation introduced by Law 296 of 27 th December 2006. Average workforce figures for the Company are shown in the table below: 2021 2020 Changes 2021/2020 Executives 78 73 5 Office workers 599 589 10 Manual workers 364 376 (12) Total 1,041 1,038 3 Details of numbers of personnel employed by the Company at the end of the year are also reported: 2021 2020 Changes 2021/2020 Executives 81 76 5 Office workers 604 591 13 Manual workers 357 362 (5) Total 1,042 1,029 13 7. DEPRECIATION AND AMORTISATION This is composed as follows: Amortisation of intangible assets € (thousands) 2021 2020 Changes 2021/2020 Patent rights and marketing authorisations 9,379 9,887 (508) Distribution, licenses, trademarks and similar rights 7,119 5,851 1,268 Total 16,498 15,738 760
38 Depreciation of property, plant and equipment € (thousands) 2021 2020 Changes 2020/2019 Industrial buildings 1,245 1,232 13 General plant 647 646 1 Accelerated depreciation machinery 3,095 3,033 62 Normal depreciation machinery 1,588 1,593 (5) Miscellaneous laboratory equipment 1,239 1,169 70 Office furnishings and machines 92 91 1 Electronic equipment 563 507 56 Vehicles for internal transport 5 8 (3) Rights of use (IFRS 16) 1,274 1,228 46 Total 9,748 9,507 241 8. OTHER OPERATING EXPENSES Other operating expenses were composed as follows: € (thousands) 2021 2020 Changes 2021/2020 Operating expenses and intercompany royalties 5,686 5,075 611 Payback 1.83% 1,696 2,312 (616) Meetings and scientific publications, market surveys and expenses for medical and scientific communications and advertising 8,234 8,433 (199) Pharmacological clinical trials 94 914 (820) Commissions on sales paid to agents and logistics commissions 5,618 5,080 538 Transport and storage 3,871 3,067 804 Utilities and similar (motor fuel, gas, water, etc.) 4,672 5,008 (336) Destruction of industrial waste, cleaning and sanitisation 3,463 4,541 (1,078) Maintenance 4,201 4,027 174 Insurance premiums 576 499 77 Professional consulting services 3,380 3,556 (176) Directors’ fees 3,202 2,498 704 Statutory auditors’ fees 161 150 11 Sundry personnel costs 2,474 1,692 782 Legal, judiciary and notary expenses 365 348 17 Sundry services and expenses charged back to subsidiaries 11,057 5,270 5,787 Postal and telecommunications expenses 321 356 (35) External processing 10,974 12,060 (1,086) Royalties payable to third party licensors 22,104 5,637 16,467 Rent payable 28 33 (5) Car hire services and hire of third‐party vehicles 1,489 1,630 (141) Membership fees 317 289 28 Prior year expenses 44 73 (29) Sundry taxation and product registration taxes 1,611 1,294 317 Bad debt allowances 1 110 (109) Provisions for sundry risks 256 72 184
39 Provisions for agent customer indemnities 60 161 (101) Costs incurred for the acquisition of companies and products 3,999 0 3,999 Transfer price margin charges from subsidiaries 4,563 0 4,563 IT system services and IT connections 3,323 3,296 27 Costs and services for the reverse merger into the Parent Company 243 507 (264) Leaving incentives 2,410 0 2,410 Covid‐19 emergency donations 0 1,220 (1,220) Other operating expenses 888 832 56 Total 111,381 80,040 31,341 The payback cost totalling € 1,696 thousand relates to the 1.83% discount. The item “operating expenses and intercompany royalties” includes costs for processing (€ 2,464 thousand paid to Casen and € 812 thousand to Laboratoires Bouchara), for royalties (€ 978 thousand paid to Innova Pharma, € 71 thousand to Recordati Ireland and € 8 thousand to Natural Point), € 59 thousand for commissions, paid to Recordati Rare Diseases Inc., € 1,121 thousand for co‐promotion services, paid to Innova Pharma, € 76 thousand for rent, paid to Natural Point and € 97 thousand for commercial services costs, paid to Recordati AG. Details are given in the relative parts of the Remuneration Report (published in accordance with Art. 123‐ter of the Consolidated Finance Law) of the following: the remuneration of directors, statutory auditors, general managers and other key management personnel; the shares held in the Company by those persons; the stock option rights granted to them. Sundry services and charge backs to subsidiaries included, amongst other things, R&D costs incurred on behalf of Recordati Rare Diseases Sarl and Recordati Rare Diseases Inc. and then charged back to the subsidiaries. In addition to the service costs the cost of external processing also includes the raw materials for production. The increase in royalties payable compared with 2020 relates above all to sales of Eligard® (leuprelin acetate) made since January as a result of the licence agreement with Tolmar International Ltd. Expenses for sundry services included the auditors’ fees. Details of that remuneration are provided in attachment 7 in compliance with Art. 149‐duodecies of the Consob Issuers’ Regulations. The item “sundry taxation” amounting to € 1,611 thousand (€ 1,294 thousand in 2020) relates to the following: € (thousands) 2021 2020 Changes 2021/2020 Contribution under Decree Law No. 269/2003 81 228 (147) Government licence tax 512 260 252 Municipal property and service taxes 366 310 56 Stamp duties and similar 15 14 1 Non‐deductible taxes 51 35 16 Sundry taxes 586 447 139 Total 1,611 1,294 317
40 In compliance with Decree Law 269 of 30 th September 2003 converted into Law 326 of 24 th November 2003, a contribution was paid in April amounting to 5% of the expenses incurred in the previous year for advertising activities, self‐certified by the Company within the legal time limits. Taxes for government licences were attributable to the maintenance of and changes to registrations for ethical and self‐medication products and to the registrations of new products. Sundry taxes include Tari (refuse tax), convention and congress registration taxes and Campoverde duties. 9. CHANGES IN INVENTORIES Details of changes in inventories are as follows: € (thousands) 2021 2020 Changes 2021/2020 Raw materials, ancillary materials, consumables and supplies 3,456 1,545 1,911 Intermediates and work‐in‐process 6,697 863 5,834 Finished products and goods (9,474) 4,388 (13,862) Total 679 6,796 (6,117) 10. INCOME FROM INVESTMENTS Income from investments amounted to € 123,854 thousand (€ 132,785 thousand in 2020) and related to dividends declared by subsidiaries. This income consisted of dividends declared and distributed by Bouchara Recordati S.A.S. (€ 10,500 thousand), Recordati Ireland Ltd. (€ 65,000 thousand), Recordati Pharma GmbH (€ 5,407 thousand), Recordati Romania Srl (€ 1,626 thousand), Innova Pharma S.p.A. (€ 3,168 thousand), Italchimici S.p.A. (€ 6,117 thousand), Natural Point S.r.l. (€ 3,000 thousand), Opalia Pharma S.A. (€ 946 thousand), Casen Recordati S.L. (€ 26,286 thousand) and Tonipharm S.A.S (€ 1,804 thousand). 11. WRITE‐DOWN OF INVESTMENTS No write‐downs were performed on investments during the year (€ 2,539 thousand in 2020). 12. FINANCIAL INCOME (EXPENSE), NET Financial items recorded net expense of € 16,514 thousand in 2021 (€ 13,308 thousand in 2020). The main items are summarised in the table below. € (thousands) 2021 2020 Changes 2021/2020 Foreign exchange gains (losses) (7) 421 (428) Interest income from subsidiaries 4,169 4,460 (291) Interest expense payable to subsidiaries (2,733) (2,829) 96 Interest expense on loans (8,751) (9,004) 253 Interest expense on bond debt (5,431) (5,431) 0 Net interest on short‐term financial positions (1,348) 1,077 (2,425)
41 Bank charges (2,337) (1,901) (436) Costs for adjustment of employee benefit provisions (IAS 19) (14) (36) 22 Interest expense on lease liabilities (IFRS 16) (62) (65) 3 Total (16,514) (13,308) (3,206) The balance on foreign exchange differences showed a loss of € 7 thousand in 2021 compared with a gain of € 421 thousand in 2020. More specifically, the loss for the year consisted of € 277 thousand for the positive differences in exchange rates realised during the year and of a loss of € 284 thousand from the valuation as at 31 st December 2021 of assets and liabilities in foreign currency. Art. 2426, point 8‐bis is therefore applicable to that income, by which, if a net gain arises from the foreign exchange translation performed at the end of the year, that amount is allocated to a special reserve that is not distributable until the gain is actually realised. Interest income from subsidiaries was as follows: € (thousands) 2021 2020 Changes 2021/2020 Italchimici S.p.A. 0 5 (5) Recordati AG 3,864 4,115 (251) Recordati Rare Diseases Australia Pty Ltd. 0 1 (1) Casen Recordati S.L. 0 41 (41) Recordati Pharma GmbH 2 1 1 Herbacos Recordati s.r.o. 1 2 (1) Recordati Rare Diseases SA de C.V. 9 10 (1) Recordati Ireland Ltd. 56 159 (103) Laboratoires Bouchara Recordati S.a.s. 131 100 31 Bouchara Recordati S.a.s. 0 1 (1) Recordati Rare Diseases Brazil 11 1 10 Recordati AB 21 24 (3) Recordati Rare Diseases Japan K.K. 74 0 74 Total 4,169 4,460 (291) Interest income relates to loans granted to subsidiaries during the year (€ 3,959 thousand) and to the centralised cash pooling treasury system in operation at the Parent Company since 2007 on the basis of which monthly interest receivable and payable is recognised at market rates (€ 210 thousand). Short‐term loans were outstanding as at 31 st December to Recordati Rare Diseases SA de C.V. (MXN 19,500,000), to Recordati Rare Diseases Brazil (€ 300 thousand), Herbacos Recordati s.r.o. (€ 1,300 thousand) Recordati AG (CHF 40,000,000) and Recordati Rare Diseases Japan (JPY 1,500,000,000) and long‐term loans were outstanding to Recordati AG (CHF 182,704,094).
42 Interest expense paid to subsidiaries was as follows: € (thousands) 2021 2020 Changes 2021/2020 Casen Recordati S.L. 685 556 129 Laboratoires Bouchara Recordati S.a.s. 0 9 (9) Fic Medical S.a.r.l. 4 3 1 Innova Pharma S.p.A. 49 96 (47) Jaba Recordati S.A. 26 43 (17) Recordati Ireland Ltd. 44 13 31 Recordati Rare Diseases Spain S.L. 65 43 22 Recordati Rare Diseases Sarl 692 395 297 Recordati Pharma GmbH 46 65 (19) Recordati Rare Diseases Inc. 0 715 (715) Recordati Hellas Pharmaceuticals S.A. 35 30 5 Recordati Rare Diseases Germany GmbH 58 44 14 Recordati Romania S.r.l. 15 79 (64) Recordati Rare Diseases Italy S.r.l. 146 124 22 Recordati BV 26 15 11 Bouchara Recordati S.a.s. 32 16 16 Rusfic LLC 300 161 139 Recordati Rare Diseases Middle East FZ LLC 65 31 34 Recordati Orphan Drugs S.a.S. 278 271 7 Italchimici S.p.A. 49 11 38 Tonipharm S.A.S. 59 40 19 Herbacos Recordati s.r.o. 0 6 (6) Natural Point S.r.l. 59 63 (4) Total 2,733 2,829 (96) Interest expense relates to loans granted by subsidiaries during the year (€ 80 thousand) and to the centralised cash pooling treasury system amounting to € 2,653 thousand. As at 31 st December short‐term loans were outstanding from the company Recordati Rare Diseases Middle East FZ LLC for € 14,100 thousand and from Recordati Romania S.r.l. for RON 7,500,000. 13. INCOME TAXES Taxes on income recognised in the income statement were composed as follows: € (thousands) 2021 2020 Changes 2021/2020 Current taxation: IRES (corporate income tax) 7,062 30,629 (23,567) IRAP (regional tax on production) 5,028 7,333 (2,305) “Patent box” tax relief 0 (2,707) 2,707 Prior year taxation (570) 397 (967) Total current taxation 11,520 35,652 (24,132) Deferred taxation:
43 Provision for deferred tax assets/liabilities, net (1,701) (505) (1,196) Use of prior year deferred tax assets/liabilities 8,527 5,142 3,385 Benefit from future instalments of “patent box” tax relief (6,273) (5,414) (859) Total deferred tax liabilities 553 (777) 1,330 Total 12,073 34,875 (22,802) After the reverse merger of Recordati Investimenti S.p.A. and FIMEI S.p.A. into Recordati S.p.A. was finalized in April, Recordati S.p.A. inherited the ACE base and the ACE surplus of Rossini Investimenti S.p.A., with a non‐recurring positive tax effect in 2021 of € 12.9 million and a recurring tax benefit of approximately € 1.2 million per year. ACE (Allowance for Corporate Equity) is tax relief for companies governed by Art. 1 of Italian Decree Law no. 201/2011 and by Italian Ministerial Decree 3/8/2017, and consists of the taxation of part of the taxable income proportional to the increases in equity. The merger also extinguished group taxation between Recordati S.p.A. and FIMEI S.p.A., and established that tax consolidation will continue between Recordati S.p.A. (as the consolidating company) and Italchimici S.p.A. In 2019 the Company concluded a preliminary agreement with the tax authorities to establish the methods and criteria for the calculation of the economic contribution in the event of the direct use of intangible assets subject to tax relief with effect for the tax years 2015 to 2019. On the other hand, for the tax year 2020 Recordati S.p.A. opted for the “self‐assessment” regime for the same assets as those in the previous five‐year period (except for expired patents and brands which in the meantime had been excluded from the objective scope of the tax relief). It applied for the option in its tax return for the year until the expiry of the five year period of validity of the option (2020‐2024). Subsequently, on 21 st October 2021 the Company filed an application to use the preliminary agreement procedure for the use of intangible assets for the remaining period 2021‐2024, indicating the same methods and criteria for calculating the economic contribution used in previous periods. Operating therefore on the same basis as in previous years the Company calculated the tax benefit for the year 2021, recognised as a reduction in taxes of € 6,273 thousand. The provision for deferred tax (assets)/liabilities of € 1,701 thousand is composed as follows: 2021 2020 Temporary differences Tax Effect Temporary differences Tax Effect DEFERRED TAX ASSETS ‐ Provisions (1,432) (344) (1,276) (306) ‐ Costs relating to future years (4,508) (1,082) (826) (199) ‐ Write‐down of inventories (1,147) (275) 0 0 TOTAL (7,087) (1,701) (2,102) (505) DEFERRED TAX ASSETS/LIABILITIES, NET (1,701) (505)
44 The reconciliation between the current tax rate for income tax levied on the Company and the actual tax rate incurred is as follows: 2021 % 2020 % Tax rate applicable for IRES (corporate income tax) 24 24 Dividends from subsidiaries (12.2) (11.2) Write down of equity investment 0 0.2 Economic Growth legislation (ACE – allowance for corporate equity) (6.2) 0 Sundry items (0.1) (0.2) Effective tax rate for IRES 5.5 12.8 IRAP (regional tax on production) 2.7 2.9 “Patent box” tax relief (2.7) (3.0) Prior year taxes (0.3) 0.2 Tax rate on pretax net income 5.2 12.9 IRAP (regional tax on production) as a percentage of pre‐tax profit was 2.7% because the tax is calculated on a different tax basis which includes interest and some extraordinary items.
45 14. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net of accumulated depreciation, as at 31 st December 2021 and 2020 amounted to € 75,829 thousand and € 67,071 thousand respectively (€ 61,869 thousand as at 31 st December 2019) and it included the value of right‐of‐use assets for leased assets. Movements in this item are given below. € (thousands) Land and buildings Plant and machinery Other equipment Construction in progress Total Cost of acquisition Balance as at 1 st January 2020 41,721 169,225 42,440 18,891 272,277 Additions 733 1,913 1,497 11,527 15,670 Disposals (1,211) (295) (620) 0 (2,126) Reclassifications 276 7,660 1,847 (9,783) 0 Balance as at 31 st December 2020 41,519 178,503 45,164 20,635 285,821 Additions 249 1,496 1,295 15,596 18,636 Disposals 0 (3,045) (883) 0 (3,928) Reclassifications 4,165 4,729 948 (9,964) (122) Balance at 31 st December 2021 45,933 181,683 46,524 26,267 300,407 Accumulated depreciation Balance as at 1 st January 2020 32,699 144,141 33,568 0 210,408 Depreciation for the year 1,290 5,453 2,764 0 9,507 Disposals (250) (296) (619) 0 (1,165) Balance as at 31 st December 2020 33,739 149,298 35,713 0 218,750 Depreciation for the year 1,303 5,527 2,917 0 9,747 Disposals 0 (3,045) (874) 0 (3,919) Balance at 31 st December 2021 35,042 151,780 37,756 0 224,578 Carrying amount 31 st December 2021 10,891 29,904 8,768 26,267 75,829 31 st December 2020 7,780 29,205 9,451 20,635 67,071 1 st January 2020 9,022 25,084 8,872 18,891 61,869 In 2021 additions amounted to € 18,636 thousand (of which € 1,275 thousand due to the application of the accounting standard IFRS 16, and related mainly to investments of € 6,868 thousand in the Milan plant and headquarters and to work done on the Campoverde di Aprilia plant amounting to € 10,493 thousand. Depreciation for the year amounted to € 9,747 thousand and was calculated on all depreciable assets using rates which are held to be representative of the estimated useful life of the assets.
46 The table below shows the amounts for right‐of‐use lease assets determined according to the accounting standard IFRS 16. € (thousands) Land and buildings Plant and machinery Other equipment Total Cost of acquisition Balance as at 1 st January 2020 1,211 267 3,356 4,834 Additions 701 858 839 2,398 Disposals (1,211) (267) (383) (1,861) Reclassifications 0 0 0 0 Balance as at 31 st December 2020 701 858 3,812 5,371 Additions 0 353 922 1,275 Disposals 0 0 (633) (633) Reclassifications 0 0 0 0 Balance at 31 st December 2021 701 1,211 4,101 6,013 Accumulated depreciation Balance as at 1 st January 2020 250 200 892 1,342 Depreciation for the year 58 181 989 1,228 Disposals (250) (267) (383) (900) Reclassifications 0 0 0 0 Balance as at 31 st December 2020 58 114 1,498 1,670 Depreciation for the year 58 197 1,018 1,273 Disposals 0 0 (633) (633) Reclassifications 0 0 0 0 Balance at 31 st December 2021 116 311 1,883 2,310 Carrying amount 31 st December 2021 585 900 2,218 3,703 31 st December 2020 643 744 2,314 3,701 1 st January 2020 961 67 2,464 3,492 The rights of use for finance lease assets relate mainly to motor vehicles used by pharmaceutical sales representatives who work in local areas. We report that no restrictions exist on title, and property, plant and equipment pledged as security for liabilities.
47 15. INTANGIBLE ASSETS Intangible assets, net of accumulated amortisation, as at 31 st December 2021 and 2020 amounted to € 250,297 thousand and € 226,414 thousand respectively (€ 235,923 thousand as at 31 st December 2019). Movements in this item are given below. € (thousands) Patent rights and marketing authorisations Distribution, licenses, trademarks and similar rights Other Assets under construction and advances Total Cost of acquisition Balance as at 1 st January 2020 212,280 100,991 13,234 9,454 335,959 Additions 0 435 0 5,794 6,229 Reclassifications 0 2,608 0 (2,608) 0 Balance as at 31 st December 2020 212,280 104,034 13,234 12,640 342,188 Additions 0 35,060 0 5,199 40,259 Disposals 0 0 (3) 0 (3) Reclassifications 0 1,057 0 (935) 122 Balance at 31 st December 2021 212,280 140,151 13,231 16,904 382,566 Accumulated amortisation Balance as at 1 st January 2020 52,169 34,633 13,234 0 100,036 Amortisation for the year 9,887 5,851 0 0 15,738 Balance as at 31 st December 2020 62,056 40,484 13,234 0 115,774 Amortisation for the year 9,379 7,119 0 0 16,498 Disposals 0 0 (3) 0 (3) Balance at 31 st December 2021 71,435 47,603 13,231 0 132,269 Carrying amount 31 st December 2021 140,845 92,548 0 16,904 250,297 31 st December 2020 150,224 63,550 0 12,640 226,414 1 st January 2020 160,111 66,358 0 9,454 235,923 The additions to intangible assets amounting to € 40,259 thousand relate in particular to the licensing agreement concluded during the year with Tolmar International for the rights to Eligard® (leuprorelin acetate) and with Gedeon Richter for the rights to Reagila® (cariprazine). All intangible assets have a finite useful life and are amortised over a period of not longer than 20 years. Patent rights consist mainly of the rights on metoprolol acquired in 2017 from AstraZeneca and the licence agreement with Tolmar International Ltd dated January 2021. The item distribution, licence and trademark rights is composed mainly of the remaining amount of € 23,588 thousand resulting from the acquisition in December 2017 of three products from BayerConsumerHealth for the French market: Transipeg®, TransipegLib® and Colopeg® and an additional € 22,590 relating to the Gedeon Richter licensing agreement for the rights on Reagila® (cariprazine) amortised over 20 years.
48 16. INVESTMENTS Investments as at 31 st December 2021 amounted to € 1,086,514 thousand, down by € 5,757 thousand on 2020. Investments in subsidiaries as at 31 st December 2021 amounted to € 1,053,304 thousand and the remaining € 33,210 thousand relate to other investments and shares held by the Company as reported in the table in Attachment 1. The percentage of ownership and the number of shares or quotas possessed are reported in Attachment 2. A comparison between the carrying amount of investments in subsidiaries and their valuation using the equity method is reported in Attachment 3. In compliance with the accounting standards applied, in the presence of specific impairment indicators the value of investments in subsidiaries, measured on the basis of the cost criterion, is subject to impairment testing. More specifically, the value of investments is tested for impairment if the stated value of the investment in the separate financial statements is greater than the carrying amount of the net assets of the investment, with account also taken of the effects of any implicit gains recognised and tested in the consolidated financial statements. For the purposes of impairment testing, the carrying amount of investments is compared with the recoverable amount, defined as the higher of the value in use and the fair value less costs to sell. The table below reports the discount rates used for carrying out impairment tests for each of the investments subject to testing: Investment Discount rate Accent LLC 9.55% Forecasts of operational cash flows for the specific period (2022‐2024) used for the calculation were taken from the 2022 budget approved by the Board of Directors of the Company on 16 th December 2021 and, for the years 2023 and 2024, from specific forecasts for the investments subject to impairment tests, approved by the Board of Directors on 17 th March 2022. The effects of the COVID‐ 19 pandemic were duly considered in the cash flow forecasts. The remaining investments in subsidiaries, with the movements in them reported in Attachment 1, recorded an increase in value of € 3,550 thousand. According to IFRS 2, stock option plans for the employees of subsidiaries constitute an increase in the value of the relative investments. That increase in value consists of the fair value of the options on the grant date and it is recognised as an increase in the investments at constant rates over the period between the grant and the vesting date, with the balancing entry recognised directly in equity. The cost of the stock options granted to employees of foreign companies was recognised as an increase in the value of the relative investments amounting to € 2,950 thousand. The value of the investments in other undertakings relates to that in the English Company PureTech Health plc, specialised in start‐up companies dedicated to innovative therapies, medical devices and new research technologies. The shares of this company have been admitted for listing on the London stock market since 19 th June 2015 and the total fair value as at 31 st December 2021 of the 9,554,140 shares held was € 33,202 thousand. The value of the investment was consequently decreased by € 9,308 thousand, compared with that recognised as at 31 st December 2020 with the balancing entry, net of tax, recognised in other comprehensive income (in equity) in line with the accounting treatment in previous years. A detailed summary of both directly and indirectly controlled subsidiaries is given in Attachment 4 with the sales revenue and net income for each company.
49 All the investments reported regard share capital with voting rights. 17. OTHER NON‐CURRENT FINANCIAL ASSETS Loans and receivables due after one year are classified within this item. As at 31 st December 2021 they amounted to € 131,711 thousand, (€ 150,692 thousand as at 31 st December 2020) and related mainly to the non‐current portion of the loan granted to Recordati AG (€ 131,620 thousand due in 2024). That the loan was granted under normal market conditions. 18. DEFERRED TAX ASSETS As at 31 st December 2021 these amounted to € 20,472 thousand (€ 21,501 thousand as at 31 st December 2020), a decrease of € 149 thousand. The overall movements in deferred tax assets and those in the main types are shown in the following two tables: € (thousands) 2021 2020 Balance as at 1 st January 21,501 21,872 Increases 7,974 5,919 Uses (9,003) (6,290) Balance as at 31 st December 20,472 21,501 € (thousands) Balance as at 31/12/2020 Provision Use Balance as at 31/12/2021 Adoption of IFRS 15 257 (97) 160 Relief on goodwill 13,319 (4,440) 8,879 Valuation of derivative instruments 839 (532) 307 Provisions for risks 1,700 1,082 (1,027) 1,755 Write‐down of inventories 98 275 373 Valuation of investments (346) 112 (234) Benefit from future “patent box” tax relief 5,414 (2,707) 2,707 Benefit from 2021 “patent box” tax relief 0 6,273 6,273 Other 220 344 (312) 252 Total 21,501 7,974 (9,003) 20,472 The item includes deferred tax assets relating to components of profits and losses recognised in equity amounting to € 476 thousand as at 31 st December 2021 (€ 1,148 thousand as at 31 st December 2020).
50 19. INVENTORIES Net inventories as at 31 st December 2021 and 2020 amounted to € 82,368 thousand and € 81,689 thousand respectively, as shown in the following table: € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Raw materials, ancillary materials, consumables and supplies 22,844 19,389 3,455 Intermediates and work‐in‐process 27,900 21,202 6,698 Finished products and goods 31,624 41,098 (9,474) Total 82,368 81,689 679 Inventories increased by € 679 thousand and are suffient to meet expected future requirements. The change in composition between the items in the table is attributable to the processing and/or purchase of materials. Inventories are net of the related provision for obsolescence, which increased compared with 2020 from € 411 thousand to € 1,558 thousand, of which € 1,006 thousand is attributable to the goods in stock at the BOMI warehouse damaged due to a weather incident, pending the results of the relative insurance appraisal to obtain compensation under the terms of the policy. 20. TRADE RECEIVABLES Trade receivables as at 31 st December 2021 and 2020 amounted to € 86,552 thousand and € 85,206 thousand respectively, as shown below. € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Trade receivables from subsidiaries 46,217 49,060 (2,843) Trade receivables from others: Italy 27,532 29,327 (1,795) Abroad 13,872 7,926 5,946 87,621 86,313 1,308 less: Allowance for doubtful accounts (1,069) (1,107) 38 Total trade receivables 86,552 85,206 1,346 The increase in receivables from others is due in equal parts to both the Chemicals sector due to end‐ of‐year effects and to Eligard® sales that began in 2021. The exposure calculated on receivables from others stood at 67 days outstanding as at 31 st December 2021, in line with a year earlier. The adjustment of receivables in non‐euro currencies resulted in the recognition of negative exchange rate differences of € 87 thousand. The receivables are recognised inclusive of those adjustments.
51 Trade receivables from Group companies arose from the supply of goods and services and are composed as follows: € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Innova Pharma S.p.A. 4,705 5,330 (625) Recordati Ireland Ltd. 16,945 22,174 (5,229) Laboratoires Bouchara Recordati S.a.s. 3,772 1,410 2,362 Jaba Recordati S.A. 1,075 986 89 Recordati Pharma GmbH 1,552 4,285 (2,733) Casen Recordati S.L. 2,683 533 2,150 Recordati Ilaç Sanayi Ve Ticaret A.Ş. 230 445 (215) Recordati Rare Diseases Italy S.r.l. 22 22 0 Recordati Hellas Pharmaceuticals S.A 189 325 (136) Herbacos Recordati s.r.o. 1,339 1,793 (454) Recordati Rare Diseases S.à.r.l. 1,809 1,880 (71) Recordati Romania S.r.l. 2,140 1,626 514 Recordati Polska S.p. z.o.o. 2,628 3,730 (1,102) Recordati Rare Diseases Inc. 840 996 (156) Recordati Pharmaceuticals Ltd. 28 0 28 Recordati Ukraine Ltd. 22 9 13 Recordati Rare Diseases SA de C.V. 2 0 2 Opalia Pharma S.A. 19 0 19 Rusfic LLC 1,035 76 959 Italchimici S.p.A. 1,456 1,196 260 Recordati AB 192 56 136 Recordati AG 2,271 1,502 769 Recordati BV 108 67 41 Natural Point S.r.l. 539 619 (80) Recordati Austria Gmbh 540 0 540 Recordati Rare Diseases Beijing 76 0 76 Total 46,217 49,060 (2,843) The trade receivables from Recordati Ireland Ltd. include the amounts charged back under a Commercial and Management Service Agreement amounting to € 3,584 thousand (€ 11,467 thousand in 2020). Trade receivables from Recordati AG are due to the charge back for services provided and for costs incurred on behalf of the subsidary for R&D activities on the products Signifor® and Isturisa® on the basis of the relative service contract. Trade receivables from Recordati Rare Diseases Inc. are due to a service contract for R&D and for charging back the costs of the regional manager. Other changes are attributable to automated netting procedures for outstanding intercompany positions, by which intragroup items are automatically offset against each other each month and the relative balances settled.
52 Changes in the allowance for doubtful accounts are as follows: € (thousands) 2021 2020 Balance as at 1 st January 1,107 1,147 Use for losses on receivables (39) (150) Addition for the year 1 110 Balance as at 31 st December 1,069 1,107 The Company uses a matrix to measure losses on trade receivables from individual customers, which is composed of a very high number of small balances. Losses on receivables are estimated by using a method based on the probability of the deterioration of the receivables through the different stages of default. It considers exposures in different categories based on the credit risk characteristics they hold in common, such as for example geographical area and duration of the relationship with the customer. The following table provides information on exposure to credit risk for trade receivables from third parties as at 31 st December 2021. € (thousands) Gross receivables Current (not past due) 40,792 1‐30 days past due (814) 31‐60 days past due (73) 61‐90 days past due 442 90 days past due 1,057 Total trade receivables, gross 41,404 The allowance is considered appropriate in relation to potential risks of insolvency. The composition of the principal receivables in foreign currency is as follows: 31.12.2021 31.12.2020 Currency(000) €(000) Currency(000) €(000) Receivables in US$ 5,209 4,551 3,543 2,992 Receivables in CHF 449 432 0 0 Receivables in RON 10,184 2,058 7,698 1,580 Receivables in CZK 22,951 904 37,848 1,418 Receivables in PLN 10,613 2,282 16,630 3,678 Receivables in RUB 76,533 906 0 0
53 21. OTHER RECEIVABLES Other receivables amounted to € 22,820 thousand (€ 17,005 thousand as at 31 st December 2020). The composition is given in the table below. € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Tax income 17,786 12,635 5,151 From parent companies 0 24 (24) From subsidiaries 378 419 (41) Advances to employees and agents 1,385 1,330 55 Other 3,271 2,597 674 Total other receivables 22,820 17,005 5,815 Tax receivables as at 31 st December 2021 amounted to € 17,786 thousand (€ 12,635 thousand in 2020) and they were composed as follows: € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Receivables from FIMEI S.p.A. for current taxes (IRES – corporate income tax) 0 9,706 (9,706) Receivables for current taxes from the tax consolidation (IRES ‐ corporate income tax) 12,766 0 12,766 Receivables for current taxes (IRAP ‐ regional tax on production) 1,643 1,113 530 Refund requested from tax authorities 43 43 0 VAT 1,769 1,271 498 Receivables from foreign VAT tax authorities 1,070 111 959 Tax credit for research 479 376 103 Sundry receivables 16 15 1 Total tax receivables 17,786 12,635 5,151 We report that following the merger with the former parent company FIMEI S.p.A., the Company took its place for the purposes participation in the tax consolidation scheme pursuant to articles 117 to 128 of Presidential Decree No. 917/1986, as amended by Legislative Decree No. 344/2003. Therefore tax assets for current taxation from the tax consolidation consists of the Company’s taxes calculated on the basis of estimated taxable income which were found to be lower than the amounts paid on account and taxes calculated by the subsidiary Italchimici S.p.A.. Receivables from subsidiaries amounted to € 378 thousand (€ 419 thousand in 2020) and related to VAT transferred under Group procedures from the company Innova Pharma S.p.A.. Advances to employees and agents as at 31 st December 2021 and 2020 came to € 1,385 thousand and € 1,330 thousand respectively. They consisted of advances to employees, expense accounts for medical representatives and loans granted to employees who exercised stock option rights amounting to € 1,213 thousand for the purchase of 40,000 shares resulting from the options granted on 13 th April 2016 and 3 rd August 2018. Receivables from others as at 31 st December 2021 amounted to € 3,271 thousand (€ 2,597 thousand as at 31 st December 2020) and included, amongst other things, advances to suppliers. We report that the receivable of € 1,006 thousand relates to the insurance compensation to be received for the damages to the Company's goods at the BOMI warehouse as a result of a weather incident.
54 22. OTHER CURRENT ASSETS Other current assets amounted to € 2,876 thousand (€ 2,054 thousand as at 31 st December 2020) and related mainly to prepaid expenses. These were advance instalments on periodic services covering two financial years. 23. FAIR VALUE OF HEDGING DERIVATIVES (current assets) These amounted to € 11,149 thousand (€ 7,004 thousand as at 31 st December 2020). The market value (fair value) as at 31 st December June 2021 of the currency swaps entered into by the Company to hedge a bond issued for $ 75 million on 30 th September 2014 totalled € 11,074 thousand. That value represents the potential benefit resulting from a lower value of the future cash flows in United States dollars in terms of principal and interest, due to an appreciation of the foreign currency with respect to the time of finalising the loan and acquiring the hedge instruments. More specifically, the fair value of the derivative to hedge the $ 50 million tranche of the loan granted by Mediobanca was positive by € 7,376 thousand, while that of the instrument to hedge the $ 25 million tranche of the loan granted by Unicredit was positive by € 3,698 thousand. The fair value of these hedging derivatives is measured at level 2 of the hierarchy set out in financial reporting standard IFRS 13 (see note 2). The fair value is equal to the present value of the estimated future cash flows. The estimated future cash flows at a floating interest rate are based on listed interest‐rate swaps, futures prices and interbank rates. The estimated cash flows are discounted using a yield curve obtained from similar sources to those that reflect the reference interbank rate applied by market participants for the measurement of interest‐rate swaps. 24. OTHER SHORT‐TERM RECEIVABLES Other short‐term receivables all consist of amounts due from subsidiaries as follows: € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Laboratoires Bouchara Recordati S.a.s. 769 18,994 (18,225) Recordati AB 2,131 2,134 (3) Recordati Ireland Ltd. 26,281 19,269 7,012 Recordati Rare Diseases SA de C.V. 850 130 720 Recordati AG 85,003 33,676 51,327 Recordati Rare Diseases Japan K.K. 11,529 0 11,529 Herbacos Recordati s.r.o. 1,301 1,050 251 Recordati Rare Diseases Brasil 301 301 0 Total 128,165 75,554 52,611 The receivables above are due to the cash pooling treasury system in operation at the Parent amounting to € 29,181 thousand, to the portions due within one year of the loan granted to Recordati AG (CHF 222,704,094) and to the short‐term loans to Recordati Rare Diseases SA de C.V. (MXN 19,500,000), to Recordati Rare Diseases Brazil (€ 300 thousand), to Herbacos Recordati s.r.o. (€ 1,300 thousand) and to Recordati Rare Diseases Japan (JPY 1,500,000,000). Interest is paid on these receivables at market rates.
55 25. CASH AND CASH EQUIVALENTS These are composed as shown in the following table. € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Deposits in bank current accounts 59,631 84,304 (24,673) Cash on hand 4 2 2 Proceeds from derivative instruments 721 666 55 Total 60,356 84,972 (24,616) Cash and cash equivalents as at 31 st December 2021, consisted of current accounts and short‐term bank deposits.
56 26. EQUITY A summary of the changes in the equity accounts is reported in the relative statement. Following the entry into force of Legislative Decree 6/2003, which amended the Italian Civil Code, the table contained in Attachment 5 was introduced, which gives the composition of reserves on the basis of availability for use and distribution. Share capital ‐ The share capital as at 31 st December 2021 amounting to € 26,140,645, is fully paid up and consists of 209,125,156 ordinary shares with a par value of € 0.125 each. It remained unchanged over the course of 2021. Additional paid‐in capital Additional paid‐in capital as at 31 st December 2021 amounted to € 83,718 and was unchanged compared with 31 st December 2020. The adoption of international accounting standards resulted in the elimination of revaluation reserves amounting to € 68,644 thousand. The tax obligation on these (untaxed – taxation suspended) was transferred to the additional paid‐in capital reserve. Treasury stock As at 31 st December 2021 this amounted to € 126,981 thousand, consisting of 3,214,300 shares held in portfolio. The net change was € 39,466 thousand and was due to the sale of 1,750,500 shares for € 62,355 thousand at the service of the 2014‐2018 and 2018‐2022 stock option plans and to the purchase of 2,135,498 shares for € 101,821 thousand. Statutory reserve This amounted to € 5,228 thousand and was unchanged compared with 31 st December 2020 because the limit set by Art. 2430 of the Italian Civil Code had been reached. Other reserves Other reserves totalled € 300,156 thousand. Details are as follows: € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Gain on merger 30,204 29,813 391 Extraordinary reserve 92,951 94,277 (1,326) Reserve under Art. 13 Par. 6 of Legislative Decree 124/1993 99 99 0 Extraordinary VAT concession reserve 517 517 0 Research and investment grants 17,191 17,191 0 Non‐distributable reserve for investments in southern Italy 3,632 3,632 0 International accounting standards reserve 156,536 159,445 (2,909) Total 301,130 304,974 (3,844) Reserve for derivative instruments (974) (2,659) 1,685 Total other reserves 300,156 302,315 (2,159)
57 Gain on merger This amounted to € 30,204 thousand (€ 29,813 thousand as at 31 st December 2020). The increase of € 391 thousand relates to the merger of Rossini Investimenti S.p.A. and FIMEI S.p.A. into Recordati S.p.A.. Extraordinary reserve As at 31 st December 2021 and 31 st December 2020 this amounted to € 92,951 thousand and € 94,277 thousand, respectively. The reserve decreased by a total of € 1,326 thousand as result of the following: the allocation to it of part of the net income for the year amounting to € 18,649 thousand in accordance with a shareholders’ resolution dated 20 th April 2021; - the difference between the amount paid by Group employees who exercised options as part of stock option plans and the carrying amount of the treasury stock recognised in the balance sheet amounting to € 19,842 thousand, which was charged as a decrease to the extraordinary reserve in accordance with international accounting standards; - the allocation of dividends not paid and expired amounting to € 10 thousand; - adjustment of the debt to Opalia, which was recognised in the extraordinary reserve amounting to € 141 thousand. Reserve under Art. 13, paragraph 6 of Legislative Decree 124/1993 This amounted to € 99 thousand as at 31 st December 2021 and remained unchanged compared with the previous year. Extraordinary VAT concession reserve This reserve (Laws 675/1977, 526/1982, 130/1983 and 64/1986), amounting to € 517 thousand, relates to special VAT allowances on investments and is unchanged compared with the previous year. Research and investment grants These amounted to € 17,191 thousand and were unchanged compared with the previous year. The grants are subject to taxation if they are used for purposes other than to cover losses, which, however, is not planned by the Company. The assets corresponding to the grants received from the Ministry of Industry and Commerce (formerly Asmez) have been mainly fully depreciated. Non‐distributable reserve for investments in southern Italy This amounted to € 3,632 thousand and is unchanged compared with the previous year. Stock option reserve and other IAS reserves This amounted to € 156,536 thousand (€ 159,445 thousand as at 31 st December 2020) and is composed as follows: € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Reversal of fixed asset revaluations 40,479 40,479 0 Revaluation of investments 43,054 43,054 0 Inventories 463 463 0 Employees benefit obligations (569) (746) 177 Stock options 24,337 22,205 2,132 Adjustment to investments for stock options 20,846 17,896 2,950 Stock options – Rossini Luxembourg S.à r.l. incentive scheme 2,214 1,409 805 Manager cash bonus 224 0 224 Reserve to adjust entries for the merged company 24 24 0 Financial instrument adjustment reserve 25,464 34,661 (9,197) Total 156,536 159,445 (2,909)
58 Changes that occurred in the items in 2021 included the following: Employee benefit obligations The valuation of the employee benefit obligations provision in accordance with IAS 19 generated a reserve as at 31 st December 2021 amounting to € 569 thousand; Stock options the amount of € 24,337 thousand relates to the personnel expense for stock options issued and granted after 7 th November 2002 and not yet exercised, valued in accordance with IFRS 2. The amount of € 20,846 thousand relates to the cost for the stock options of employees of subsidiaries, the valuation of which, in agreement with IFRS 2, was recognised as an increase in the value of the investments in the companies in which those employees work; Stock options – Rossini Luxembourg S.à r.l. incentive scheme The amount of € 2,214 thousand relates to the personnel cost for shares of Rossini Luxembourg S.à r.l., an indirect shareholder of Recordati S.p.A., purchased at face value by some employees of the Company. Financial instrument adjustment reserve This reserve, amounting to € 25,464 thousand, is a result almost entirely of the adjustment as at the value date, net of tax, of the value of the investment in PureTech Health p.l.c.. Reserve for derivative instruments In accordance with the provisions of IFRS 9, this reserve is comprised of the following: the balancing entry of the amounts for the assets resulting from measurement at market value of cross currency swaps of a cash flow nature, the balancing entry of the amount recognised through profit or loss to offset movements in the exchange rate at the end of the year relating to a hedged loan in foreign currency and the liabilities resulting from the measurement at the market value of interest rate swap transactions also of a cash flow hedge nature. The amount as at 31 st December 2021, net of tax, was negative by € 974 thousand. Revaluation reserve This amounted to € 2,602 thousand (unchanged compared with 2020) and consisted of revaluation balances within the meaning of Law 413/1991. Untaxed (suspended taxation) reserves as at 31 st December 2021 amounted to € 87,826 thousand and consisted of € 15,964 thousand of reserves for grants received net of the taxed portion, € 517 thousand of the VAT concession reserve and € 99 thousand of the reserve formed pursuant to the law regulating pension funds and € 71,246 thousand of the revaluation reserves net of the substitute taxes. Revaluation reserves amounting to € 68,644 thousand were eliminated in compliance with international accounting standards and the non‐taxability was transferred to the additional paid‐in capital reserve. No deferred tax provisions were recognised in respect of those reserves, because, in accordance with IAS 12, these deferred tax provisions will be recognised in the year in which the distribution will be declared. Incentive schemes Three stock option plans were in place in favour of certain Group employees as at 31 st December 2021: the 2014‐2018 plan with options granted on 29 th July 2014 and 13 th April 2016, the 2018‐2022 plan, with options granted on 3 rd August 2018, and the 2021‐2023 plan options granted on 6 th may 2021 and 1 st December 2021. The exercise price of the options is the average of the company's listed share price during the 30 days prior to the grant date. The options vest in four tranches over five
59 years, starting in the second year for the earliest grants and three years, in one lump sum, for the 2021 grant and will expire if not exercised by the end of the eighth year following the year granted. Options cannot be exercised if the employee leaves the Company before they are vested. Details of stock options outstanding as at 31 st December 2021 are given in the table below. Strike price (€) Options outstanding as at 1.1.2021 Options granted during 2021 Options exercised during 2021 Options cancelled and expired Options outstanding as at 31.12.2021 Grant date 29 th July 2014 12.2900 778,500 (302,000) 476,500 13 th April 2016 21.9300 1,587,500 (649,000) (4,500) 934,000 3 rd August 2018 30.7300 3,841,000 (799,500) (145,500) 2,896,000 6 th May 2021 45.9700 3,219,500 (294,000) 2,925,500 1 st December 2021 56.0100 130,000 130,000 Total 6,207,000 3,349,500 (1,750,500) (444,000) 7,362,000 During the course of 2019 some employees of the Recordati Group were designated as beneficiaries of an incentive scheme with a vesting period of five years, on the basis of which they purchased shares of Rossini Luxembourg S.à r.l., a shareholder of Recordati S.p.A., and they will benefit from a return at the end of the plan.
60 27. BORROWINGS Loans outstanding as at 31 st December 2021 and 31 st December 2020 are summarised in the table below. € (thousands) 31.12.2021 31.12.2020 Change 2021/2020 Loan granted by Centrobanca (now Intesa Sanpaolo) at a floating interest rate repayable in semi‐annual instalments by 2022, repaid early in 2021 0 13,637 (13,637) Bond subscribed in dollars by the investor Pricoa Capital Group (Prudential) 66,219 61,120 5,099 Loan granted by BNL at a floating interest rate, fully repaid in 2021 0 6,250 (6,250) Loan granted by Intesa Sanpaolo at a floating interest rate, fully repaid in 2021 0 8,333 (8,333) Bond subscribed in euro by the investor Pricoa Capital Group (Prudential) 125,000 125,000 0 Loan granted by Mediobanca at a floating interest rate repayable in annual instalments by 2024 33,000 43,500 (10,500) Loan granted by Intesa Sanpaolo (formerly UBI Banca) at a floating interest rate repayable in a single instalment in 2022. 50,000 50,000 0 Loan granted by Unicredit at a floating interest rate repaid in 2021 in a single instalment 0 50,000 (50,000) Loan granted by Intesa Sanpaolo at a floating interest rate repayable in semi‐annual instalments by 2025 42,857 53,571 (10,714) Loan granted by Banca Passadore at a floating interest rate repayable in annual instalments by 2022 5,000 10,000 (5,000) Loan granted by Banca del Mezzogiorno ‐ Mediocredito Centrale at a fixed and floating interest rate fully repaid in 2021 0 1,718 (1,718) Loan granted by Mediobanca at a floating interest rate repayable in semi‐annual instalments by 2023 85,714 128,571 (42,857) Loan granted by a pool of banks with Mediobanca as the agent at a floating interest rate repayable in semi‐annual instalments by 2024 284,300 346,200 (61,900) Loan granted by Centrobanca ING Bank at a floating interest rate repayable in semi‐annual instalments by 2024, repaid early in 2021 0 22,500 (22,500) Loan granted by Intesa Sanpaolo (formerly UBI Banca) at a fixed interest rate, repaid in a single instalment in 2021 0 40,000 (40,000) Loan granted by Allied Irish Bank at a floating interest rate repayable in semi‐annual instalments starting from 2022 and by 2026 40,000 0 40,000 Loan granted by a pool of national and international lenders, led by Mediobanca, at a floating interest rate repayable in a single payment in 2026 180,000 0 180,000 Total amortised cost of loans 912,090 960,400 (48,310) Portion due within one year (199,892) (245,908) 46,016 Portion due after one year 712,198 714,492 (2,294) Expenses relating to loans (3,277) (3,562) 285 Total loans due after one year net of costs 708,921 710,930 (2,009) Long‐term lease liabilities (IFRS 16) 2,614 2,653 (39) Total 711,535 713,583 (2,048)
61 This item includes liabilities resulting from the application of the financial reporting standard IFRS 16, which represents an obligation to make payments under existing lease contracts. These liabilities amounted to € 2,614 thousand as at 31 st December 2021 (€ 2,653 thousand as at 31 st December 2020). As at 31 st December 2021 these loans, inclusive also of the current portions (see note 36), amounted to € 912,566 thousand. The net decrease of € 48,014 thousand compared with 31 st December 2020 was the result of new loans amounting to € 219,043 thousand, of repayments for the period of € 272,167 thousand, an increase in lease liabilities in application of IFRS 16 amounting to € 10 thousand and the effect of the foreign currency translation of the amount for the bond subscribed in USD with Prudential (an increase of € 5,100 thousand). The portions of the loans due after 31 st December 2021 will be repaid, on the basis of the repayment schedules, in the following years: € (thousands) 2023 166,844 2024 166,124 2025 30,588 2026 211,141 2027 and subsequent years 134,224 Total loans 708,921 Long‐term lease liabilities (IFRS 16) 2,614 Total 711,535 Some loans matured during the year and were fully repaid. In detail: the loan of € 25.0 million granted by Banca Nazionale del Lavoro was extinguished in March with the payment of the last instalment of € 6.3 million; the loan taken out in 2017 with UniCredit was extinguished in September, with the repayment in a single instalment of € 50.0 million; the loan of € 25.0 million granted by Intesa Sanpaolo was extinguished in December with the payment of the last instalment of € 4.2 million; again in December the loan granted by Mediocredito Centrale was extinguished with the last payments totalling € 0.9 million. The Parent extinguished the following three loans in advance of the contracted due date with the aim of optimising its management of total debt: In detail: the loan from Centrobanca, maturing in December 2022, was extinguished in April with the repayment of the remaining debt of € 13.6 million; the debt to Intesa Sanpaolo (formerly UBI Banca), amounting to € 40.0 million and due in a single instalment in October 2021, was extinguished in May; the debt of € 22.5 million from ING Bank, maturing in December 2024, was extinguished in June with the repayment of the entire amount.
62 Details of loans outstanding as at 31 st December 2021 A bond subscribed by the Company on 30 th September 2014 for a total of $ 75 million, divided into two tranches: $ 50 million at a fixed rate, repayable semi‐annually from 30 th March 2022 and maturing on 30 th September 2026 and $ 25 million again at a fixed rate, repayable semi‐annually from 30 th March 2023 and maturing on 30 th September 2029. The conversion of the debt as at 31 st December 2021 determined an increase in liabilities of € 5,100 thousand compared with 31 st December 2020, due to an appreciation of the United States dollar against the Company’s accounting currency. The loan was hedged at the same time by two cross currency swap transactions, which involved transformation of the debt into a total of € 56.0 million, of which € 37.3 million at a lower fixed interest rate for the tranche maturing in 12 years and € 18.7 million again at a lower fixed interest for that maturing in 15 years. The measurement of the hedging instruments at fair value at 31 st December 2021, was positive on aggregate by € 11,074 thousand and was recognised directly as an increase in equity and an increase in the asset item “Fair value of hedging derivatives “ (see note 23). The bond is subject to covenants and failure to comply with them may result in the immediate call of the bond. The financial covenants subject to measurement on a quarterly basis are as follows: the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00; the ratio of consolidated EBIT to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00. Those conditions were fulfilled. A bond was issued by the Company in May 2017 for a total of € 125.0 million, at a fixed rate, repayable annually from 31 st May 2025 and maturing on 31 st May 2032. The bond is subject to covenants and failure to comply with them may result in the immediate call of the bond. The financial covenants subject to measurement on a quarterly basis are as follows: the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00; the ratio of consolidated EBIT to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00. Those conditions were fulfilled. A loan agreement for € 75.0 million was signed by the Company in July 2017 with Mediobanca. The main terms and conditions of the loan are a floating interest rate equal to the 6‐month Euribor plus a spread and a life of seven years with annual repayments of the principal commencing in July 2018 and continuing until July 2024. The remaining debt as at 31 st December 2021 was € 33 million. The loan was hedged by an interest rate swap (a cash flow hedge), which transformed the whole debt to a fixed interest rate. Measurement of the fair value of the derivative instrument as at 31 st December 2021 was negative by € 456 thousand and this was recognised directly as a reduction in equity and an increase in the liability item “Fair value of hedging derivatives“ (see note 35). The loan contract contains financial covenants which, if not complied with, may result in the immediate call of the loan. The financial covenants subject to measurement on an annual basis are as follows: the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00; the ratio of consolidated EBIT to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00. Those conditions were fulfilled.
63 A loan agreement for € 50.0 million was signed by the Company in October 2017 with UBI Banca (now Intesa Sanpaolo). The main terms and conditions of the loan are a floating interest rate equal to the 6‐month Euribor plus a spread, with semi‐annual repayments of the interest and repayment of the principal in a single instalment on 7 th September 2022. The loan was hedged by an interest rate swap (a cash flow hedge), which transformed the whole debt to a fixed interest rate. Measurement of the fair value of the derivative instrument as at 31 st December 2021 was negative by € 345 thousand and this was recognised directly as a reduction in equity and an increase in the liability item “Fair value of hedging derivatives“ (see note 35). The loan contract contains financial covenants which, if not complied with, may result in the immediate call of the loan. The financial covenants subject to measurement on an annual basis are as follows: the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00; the ratio of consolidated EBIT to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00. Those conditions were fulfilled. A loan agreement for € 75.0 million was signed by the Company in October 2017 with Intesa Sanpaolo. The main terms and conditions are a floating interest rate equal to the 6‐month Euribor plus a spread, semi‐annual payment of interest and a life of 8 years with semi‐annual repayments of the principal by October 2025 commencing from June 2019. The remaining debt as at 31 st December 2021 was € 42.9 million. The loan was hedged by an interest rate swap (a cash flow hedge), which transformed the whole debt to a fixed interest rate. Measurement of the fair value of the derivative instrument as at 31st December 2021 was negative by € 529 thousand and this was recognised directly as a reduction in equity and an increase in the liability item “Fair value of hedging derivatives“ (see note 35). The loan contract contains financial covenants which, if not complied with, may result in the immediate call of the loan. The financial covenants subject to measurement on an annual basis are as follows: the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00; the ratio of consolidated EBIT to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00. Those conditions were fulfilled. A loan agreement for € 15.0 million was signed by the Company in November 2017 with Banca Passadore. The main terms and conditions are a floating interest rate equal to the 3‐month Euribor plus a spread, quarterly payment of interest and a life of 5 years with annual repayments of the principal from November 2020 and until November 2022. The remaining debt as at 31 st December 2021 was € 5.0 million. The loan contract contains financial covenants which, if not complied with, may result in the immediate call of the loan. The financial covenants subject to measurement on an annual basis are as follows: the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00; the ratio of consolidated EBIT to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00. Those conditions were fulfilled. A loan agreement for € 150.0 million signed by the Company in November 2018 with Mediobanca, at a floating interest rate equal to the 6‐month Euribor plus a spread, floating on the basis of a step up mechanism as a function of changes in leverage ratio, with quarterly payments of interest and a life of 5 years with semi‐annual repayments of principal starting from November 2020 and until
64 November 2023. The remaining debt as at 31 st December 2021 totalled € 85.7 million. The loan was hedged by an interest rate swap (a cash flow hedge), which transformed the whole debt to a fixed interest rate. Measurement of the fair value of the derivative instrument as at 31 st December 2021 was negative by € 777 thousand and this was recognised directly as a reduction in equity and an increase in the liability item “Fair value of hedging derivatives“ (see note 35). The loan contract contains financial covenants which, if not complied with, may result in the immediate call of the loan. The financial covenants subject to measurement on an annual basis are as follows: the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00; the ratio of consolidated EBIT to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00. Those conditions were fulfilled. In June 2019 the Company negotiated a loan for € 400.0 million, designed to support the Group’s growth strategy. This financing, initially underwritten by Mediobanca, Natixis and Unicredit was subsequently syndicated with the involvement of a pool of national and international banks. The main terms and conditions are a floating interest rate equal to the 6‐month Euribor (with a zero floor) plus a spread, floating on the basis of a step up mechanism as a function of changes in the leverage ratio, and a life of five years, with repayments of the principal in semi‐annual instalments starting from 30 June 2020 and continuing until June 2024. Disbursement, net of up‐front commissions, took place on 30 th July 2019. The remaining debt subscribed as at 31 st December 2021 was € 284.3 million. The loan contract contains financial covenants which, if not complied with, may result in the immediate call of the loan. The financial covenants subject to measurement on a semi‐annual basis are as follows: the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00; the ratio of consolidated EBIT to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00. Those conditions were fulfilled. A loan agreement for € 40.0 million signed by the Company on 30 th March 2021 with Allied Irish Bank at a floating interest rate equal to the 6‐month Euribor (with a zero floor) plus a spread, floating on the basis of a step up/step down mechanism as a function of changes in the leverage ratio, with semi‐annual payment of interest and principal, again on a semi‐annual basis, starting from March 2022 and continuing until March 2026. The loan contract contains financial covenants which, if not complied with, may result in the immediate call of the loan. The financial covenants subject to measurement on a semi‐annual basis are as follows: the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00; the ratio of consolidated EBIT to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00. Those conditions were fulfilled. A loan agreement for € 180.0 million was negotiated by the Parent in May 2021, provided by a consortium of domestic and international lenders led by Mediobanca. The main terms and conditions of the loan are a floating interest rate equal to the 6‐month Euribor (with a zero floor) plus a fixed spread and a life of five years with repayment of the principal in a single instalment. Disbursement, net of structuring and up‐front fees, took place on 21 st May 2021. The loan contract contains financial covenants which, if not complied with, may result in the immediate call of the loan. The financial covenants subject to measurement on a semi‐annual basis are as follows:
65 the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00; the ratio of consolidated EBIT to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00. Those conditions were fulfilled. 28. EMPLOYEES BENEFIT OBLIGATIONS The balance as at 31 st December 2021 was € 6,960 thousand (€ 7,771 thousand as at 31 st December 2020). Changes in the item were as follows: € (thousands) 2021 2020 Balance as at 1 st January 7,771 8,663 Additions for the year 14 37 Uses during the year (576) (1,062) Adjustment to the measurement of employee benefit obligation provisions (IAS 19) (249) 133 Balance as at 31 st December 6,960 7,771 The measurement of the employee benefit obligations provision in accordance with IAS 19 generated a liability as at 31 st December 2021 of € 6,960 thousand. The calculations carried out, which used actuarial parameters updated as at 31 st December 2021, found a smaller liability and resulted in the recognition of an adjustment of € 249 thousand to the fund compared with the figure as at 31 st December 2020 which was stated, net of tax, in the statement of comprehensive income recognised in equity, as required by the relative accounting standard. 29. OTHER NON‐CURRENT LIABILITIES No other non‐current liabilities were recognised as at 31 st December 2021. 30. TRADE PAYABLES Trade payables, which are entirely of a business nature and include end‐of‐period provisions for invoices to be received, amounted as at 31 st December 2021 and 2020 to € 59,451 thousand and € 34,971 thousand, respectively. Details are as follows: € (thousands) 31.12.2021 31.12.2020 Change 2021/2020 Suppliers, subsidiaries 8,722 6,143 2,579 Suppliers, Italy 21,103 16,488 4,615 Suppliers, Italy for invoices to be received 5,328 6,096 (768) Suppliers, abroad 15,009 4,004 11,005 Suppliers, abroad for invoices to be received 9,289 2,240 7,049 Total trade payables 59,451 34,971 24,480 The substantial increase in trade payables compared with 2020 is attributable to greater operating costs (note 8). Furthermore, we underline the particularly low previous balance due to greater pressure from suppliers on terms of payment during the pandemic.
66 Details for subsidiaries are as follows: € (thousands) 31.12.2021 31.12.2020 Change 2021/2020 Recordati Pharma GmbH 2,590 0 2,590 Laboratoires Bouchara Recordati S.a.s. 2,491 82 2,409 Innova Pharma S.p.A. 1,497 1,180 317 Casen Recordati S.L. 1,034 1,345 (311) Recordati Ireland Ltd. 576 2,649 (2,073) Recordati AG 349 0 349 Recordati Hellas Pharmaceuticals S.A. 104 0 104 Recordati Rare Diseases Inc. 61 725 (664) Natural Point S.r.l. 20 20 0 Bouchara Recordati S.a.s 0 6 (6) Herbacos Recordati S.r.o. 0 6 (6) Recordati Orphan Drugs S.a.s 0 52 (52) Recordati Rare Diseases S.A. DE CV Messico 0 5 (5) Recordati Rare Diseases Sarl 0 30 (30) FIC Medical Sarl 0 1 (1) Jaba Recordati S.A. 0 39 (39) Recordati BV 0 3 (3) Total payables to subsidiaries 8,722 6,143 2,579 There were no concentrations of large debts to a single or a small number of suppliers. The adjustment of trade payables in non‐euro currencies resulted in the recognition of net positive exchange rate differences of € 95 thousand. The largest trade payables in foreign currency were as follows: 31.12.2021 31.12.2020 Currency(000) €(000) Currency(000) €(000) Payables in US$ 6,884 6,172 2,840 2,577 Payables in CHF 364 352 482 446 Payables in GBP 94 119 89 112 Payables in SEK 1,411 138 858 83
67 31. OTHER CURRENT PAYABLES Other current payables amounted to € 32,465 thousand as at 31 st December 2021 (€ 22,618 thousand as at 31 st December 2020). They were composed as follows: € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Payables to third parties for the acquisition of Opalia Pharma S.A. 3,397 3,910 (513) Employees 11,346 7,944 3,402 Social security 7,328 6,206 1,122 Commissions to agents 737 601 136 Payables to AIFA (Italian Medicines Agency) 847 940 (93) Payables to shareholders for dividends to be paid 6,646 1,088 5,558 Other 2,164 1,929 235 Total other payables 32,465 22,618 9,847 The debt to others regards the short‐term portion of the debt for the acquisition of the investment in Opalia Pharma S.A., which may be extinguished by 31 st December 2022. Amounts due to employees include amounts accrued and not paid, vacations not taken and bonuses for presence and for achieving objectives. Social security payables not only include contribution expenses for those periods but also the amount due to pension institutes for December. Amounts payable to agents include € 359 thousand in commissions for foreign agents. The debt to AIFA relates to the provision for the second half instalment of the payback (1.83 %). Other payables include those for credit notes to be issued (€ 541 thousand). We also report € 215 thousand of payables to Italchimici S.p.A. in connection with the tax consolidation and € 30 thousand of payables to Recordati Rare Diseases Italy S.r.l. in relation to VAT transfers within the Group. 32. TAX LIABILITIES Tax liabilities amounted to € 2,892 thousand as at 31 st December 2021 (€ 2,845 thousand as at 31 st December 2020). € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 VAT liabilities 422 260 162 Liabilities for employee withholding taxes 2,195 2,320 (125) Liabilities for self‐employed and associate workers withholding taxes 275 265 10 Total tax liabilities 2,892 2,845 47 Amounts paid on account during the year were greater than the tax provisions set aside on the basis of estimates of taxable income which generated assets rather than liabilities for the relative tax items.
68 33. OTHER CURRENT LIABILITIES Other current liabilities, amounting to € 573 thousand (€ 923 thousand as at 31 st December 2020), include upfront payments resulting from licence and distribution agreements received in prior years but relating to the following years. 34. PROVISIONS These consist of the tax provision, the provision for agent customer indemnities and provisions for other risks as shown in the table below. € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 For taxes 176 0 176 For agent customer indemnities 1,648 1,757 (109) For other risks 5,664 3,394 2,270 Total other provisions 7,488 5,151 2,337 The provision for taxes arises from the merger of the former parent company FIMEI S.p.A. and is maintained on the balance sheet to cover any liabilities related to it. The provision for other risks was recognised to cover personnel litigation risks (€ 3,021 thousand), returns to Assinde (€ 2,041 thousand), reductions in National Health Service spending (€ 483 thousand), damages not fully covered by insurance for damage to goods in storage caused by bad weather (€ 100 thousand) and work carried out for the “Buzzi Project” (€ 19 thousand). 35. FAIR VALUE OF HEDGING DERIVATIVES (current liabilities) The balance as at 31 st December 2021 was € 13,698 thousand (€ 8,505 thousand as at 31 st December 2020). The interest rate swaps to hedge the cash flows related to medium and long‐term loans measured at fair value as at 31 st December 2021 gave rise to a € 2,106 thousand liability which represents the unrealised benefit of paying the current expected future rates instead of the rates agreed for the duration of the loans. The fair value measurement relates to interest rate swaps entered into by the Company to hedge interest rates on loans granted by Intesa Sanpaolo (€ 873 thousand) and Mediobanca (€ 1,233 thousand). The market value (fair value) as at 31 st December 2021 of the forward contract entered into to hedge currency risks on the loan to the company Recordati AG for CHF 162,704 thousand nominal was negative by € 9,256 thousand and the change was recognised through profit and loss. The market value (fair value) of forward contracts entered into to hedge currency risks on the smaller loans to Recordati AG and Recordati Rare Diseases Japan was negative by € 2,266 thousand and € 70 thousand and was recognised through profit and loss. The fair value of these hedging derivatives is measured at level 2 of the hierarchy set out in financial reporting standard IFRS 13 (see note 2). The fair value is equal to the present value of the estimated future cash flows. The estimated future cash flows at a floating interest rate are based on listed interest‐rate swaps, futures prices and interbank rates. The estimated cash flows are discounted using a yield curve which reflects the reference interbank rate applied by market participants for the measurement of interest‐rate swaps.
69 36. BORROWINGS – DUE WITHIN ONE YEAR The portions of loans as at 31 st December 2021 and 2020 due within one year were composed as follows: € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Loan granted by Centrobanca (now Intesa Sanpaolo) at a floating interest rate repayable in semi‐annual instalments by 2022, repaid early in 2021 0 6,818 (6,818) Bond subscribed in dollars by the investor Pricoa Capital Group (Prudential) 8,829 0 8,829 Loan granted by BNL at a floating interest rate, fully repaid in 2021 0 6,250 (6,250) Loan granted by Intesa Sanpaolo at a floating interest rate, fully repaid in 2021 0 8,319 (8,319) Loan granted by Mediobanca at a floating interest rate repayable in annual instalments by 2024 10,500 10,500 0 Loan granted by Intesa Sanpaolo (formerly UBI Banca) at a floating interest rate repayable in a single instalment in 2022. 49,993 0 49,993 Loan granted by Unicredit at a floating interest rate repaid in 2021 in a single instalment 0 49,986 (49,986) Loan granted by Intesa Sanpaolo at a floating interest rate repayable in semi‐annual instalments by 2025 10,714 10,714 0 Loan granted by Banca Passadore at a floating interest rate repayable in annual instalments by 2022 4,999 5,000 (1) Loan granted by Banca del Mezzogiorno ‐ Mediocredito Centrale at a fixed and floating interest rate fully repaid in 2021 0 1,715 (1,715) Loan granted by Mediobanca at a floating interest rate repayable in semi‐annual instalments by 2023 42,857 42,857 0 Loan granted by a pool of banks with Mediobanca as the agent at a floating interest rate repayable in semi‐annual instalments by 2024 70,000 61,900 8,100 Loan granted by Centrobanca ING Bank at a floating interest rate repayable in semi‐annual instalments by 2024, repaid early in 2021 0 1,875 (1,875) Loan granted by Intesa Sanpaolo (formerly UBI Banca) at a fixed interest rate, repaid in a single instalment in 2021 0 39,974 (39,974) Loan granted by Allied Irish Bank at a floating interest rate repayable in semi‐annual instalments by 2026 2,000 0 2,000 Total loans due within one year 199,892 245,908 (46,016) Current portion of lease liabilities (IFRS 16) 1,139 1,089 50 Total 201,031 246,997 (45,966)
70 37. SHORT‐TERM LIABILITIES TO BANKS Short‐term liabilities to banks as at 31 st December 2021 and 2020 amounted to € 2,105 thousand and € 2,088 thousand respectively. € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Current account overdrafts 171 6 165 Expenses on derivative instruments 714 887 (173) Interest on loans 283 314 (31) Interest on bond debt 937 881 56 Total 2,105 2,088 17 38. OTHER SHORT‐TERM LIABILITIES The balance on other short‐term liabilities consisted entirely of amounts due to subsidiaries and amounted to € 520,268 thousand (€ 401,970 thousand as at 31 st December 2020). € (thousands) 31.12.2021 31.12.2020 Changes 2021/2020 Bouchara Recordati S.a.s. 4,878 6,103 (1,225) Casen Recordati S.L. 135,809 126,611 9,198 Fic Médical S.a.r.l. 1,047 759 288 Innova Pharma S.p.A. 7,640 9,961 (2,321) Italchimici S.p.A. 21,519 5,014 16,505 Jaba Recordati S.A. 1,129 2,600 (1,471) Natural Point S.r.l. 15,007 7,583 7,424 Recordati BV 5,796 4,236 1,560 Recordati Hellas Pharmaceuticals S.A. 7,222 6,717 505 Recordati Orphan Drugs S.a.S. 55,926 52,205 3,721 Recordati Pharma GmbH 11,671 1,574 10,097 Recordati Rare Diseases Germany Gmbh 14,320 7,551 6,769 Recordati Rare Diseases Inc. 2 2 0 Recordati Rare Diseases Italy Srl 29,918 26,796 3,122 Recordati Rare Diseases Middle East FZ LLC 14,132 11,829 2,303 Recordati Rare Diseases s.a.r.l. 159,892 107,370 52,522 Recordati Rare Diseases Spain S.L. 14,446 10,898 3,548 Recordati Romania S.R.L. 1,518 1,226 292 Rusfic LLC 6,097 1,864 4,233 Tonipharm S.A.S. 12,299 11,071 1,228 Total 520,268 401,970 118,298 The payables consist of € 504,618 thousand for the centralised cash pooling system and of € 15,650 thousand for loans from Recordati Rare Diseases Middle East FZ LLC (€ 14,132 thousand) and Recordati Romania S.r.l. (€ 1,518 thousand).
71 39. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES As prescribed by IFRS 7, a comparison of the carrying amounts as at 31 st December 2021 and the fair values of financial assets and liabilities is given below. € (thousands) Carrying amount Fair value Financial assets Other short‐term financial receivables 128,165 128,165 Cash and cash equivalents and other current assets 63,232 63,232 Other non current financial assets 131.711 131.711 Trade receivables 86,552 86,552 Other receivables 22,820 22,820 Derivatives measured at fair value 11,149 11,149 Financial liabilities Borrowings ‐ at fixed interest rates 124,913 130,981 ‐ at fixed rate hedged by cross currency swaps (CCS) 66,065 67,037 ‐ at floating rate hedged with interest rate swaps (IRS) 717,835 717,835 ‐ liability for the application of IFRS 16 3,753 3,753 Trade payables 59,451 59,451 Other current payables and tax liabilities 35,357 35,357 Other current liabilities 573 573 Derivatives measured at fair value 13,698 13,698 Short‐term liabilities to banks 2,105 2,105 Other short‐term liabilities 520,268 520,268 40. DISCLOSURE OF FINANCIAL RISKS The Company constantly monitors the financial risks to which it is exposed in order to take immediate mitigation action when necessary. The company aims to achieve a balanced and prudent financial structure as a fundamental condition for financing internal and external growth, thereby reducing financing costs to a minimum, while maximising returns. Speculative investments in shares, funds or financial assets which might impair the value of companies is not permitted. The only financial investments admissible are investments in risk free assets and/or funds issued by major financial institutions. The Company monitors the financial risks to which it is exposed in order to take immediate mitigation action, when necessary, in compliance with the applicable legislation and regulations and it transacts only with banks with a strong credit rating. On the basis of the above and considering that the related effects would not be significant, no sensitivity analysis has been carried out.
72 As required by IFRS 7, information is given below on the main financial risks to which the Company is exposed. Credit risk Credit risk is exposure to potential losses resulting from commercial counterparties failing to meet their obligations, also in relation to the effects of the prolonged period of economic and financial difficulty. The Company closely controls its credit exposure through the allocation of credit limits to each single customer and an internal reporting system. As at 31 st December 2021, the credit exposure was not critical due to the large number of customers, their geographical distribution and the average amount of each account receivable. More specifically, gross trade receivables, inclusive of those receivable from subsidiaries, amounted to € 87,621 thousand and the relative allowance for doubtful accounts of € 1,069 thousand recognised is considered to be sufficient in relation to the risk of insolvencies. Interest rate risk The Company raises external funds using debt and invests excess cash in money market funds and other financial instruments. The fluctuation of interest rates influences the cost and returns of the debt and investment instruments therefore affecting the Company’s net financial charges. The Company’s policy is to limit the risk arising from interest rate fluctuations by establishing medium to long‐term loans at fixed or floating interest rates. Any floating rate loans are promptly hedged by using derivative instruments (e.g. interest rate swaps – IRS), used solely for hedging and not speculative purposes. This hedging policy allows the company to reduce the risk attaching to fluctuations in interest rates (as illustrated in note 27). Foreign currency risk The Company is exposed to foreign currency fluctuations which can affect its operating results. In particular, the Company is exposed to foreign currency fluctuations on its international sales and financing denominated in currencies other than the euro. The Company also enters into forward contracts for the purchase and sale of currency in order to hedge amounts at risk. It does this for hedging purposes only and not for speculation. Liquidity risk The liquidity risk to which the Company could be exposed consists of the inability to raise sufficient funds for its ongoing business and for the development of its industrial and commercial activities. The two main factors which determine the Company's liquidity are, on the one hand, the resources generated or absorbed by operations and by investments, and on the other, the expiry and renewal terms of debt or the degree of liquidity of financial investments and market conditions. The Company has a supply of readily available liquidity and substantial lines of credit available granted by a number of leading Italian and international banks. The maturities of the Company’s financial assets and its debt are reported in notes 24, 26, 34 and 35 to the financial statements which discuss cash and cash equivalents, medium to long‐term borrowings and short‐term debt from banks and other lenders. The Group believes that the funds and credit lines currently available, in addition to those generated by operations and financing activities, are enough to satisfy investment needs, working capital requirements and the repayment of debts on their natural due dates.
73 41. SEGMENT REPORTING Reporting by business segment, presented in compliance with IFRS 8 – Operating segments – has been performed according to the same accounting policies employed in the presentation of the consolidated financial statements of the Group where, following the acquisition Recordati Rare Diseases, two main segments have been identified: the Specialty and Primary Care segment and the rare diseases pharmaceuticals segment, which relates to the whole of Recordati Rare Diseases. Consequently the only business segment that exists for Recordati S.p.A. is the Specialty and Primary Care segment. Furthermore, the pharmaceutical chemicals business is considered an integral part of the specialty and primary care segment because from an organisational and strategic viewpoint it is involved principally in the production of the active ingredients required to produce pharmaceuticals. 42. LITIGATION AND CONTINGENT LIABILITIES The Company is party to certain minor legal actions, the outcomes of which are not expected to result in any significant liability. Some license agreements require the payment of future milestones as certain conditions—whose fulfillment is as yet uncertain—occur, with the consequence that the contractually required payments, estimated at around € 105 million, are merely potential at the moment. 43. NET FINANCIAL POSITION The following summary is also given to complete our analysis of the Company's financial position. This situation is in line with Consob Alert No. 5/21 of 29 th April 2021 concerning compliance with “Guidelines on disclosure obligations under the Prospectus Regulation” published by the ESMA on 4 th March 2021 with the document ESMA32-382-1138. € (thousands) 31.12.2021 31.12.2020 Change 2021/2020 Deposits in bank current accounts and cash on hand 60,356 84,972 (24,616) Short‐term loans to Group companies 128,165 75,554 52,611 Cash and cash equivalents and current receivables 188,521 160,526 27,995 Short‐term liabilities to banks (2,105) (2,088) (17) Borrowings due within one year (201,031) (246,997) 45,966 Short‐term borrowings from Group companies (520,268) (401,971) (118,297) Short‐term borrowings (723,404) (651,056) (72,348) Net current financial position (534,883) (490,530) (44,353) Loans and receivables ‐ due after one year 131,711 150,693 (18,982) Borrowings – due after one year (1) (709,364) (707,078) (2,286) Net financial position (1,112,536) (1,046,915) (65,621) (1) Including the recognition at fair value of derivative instruments to hedge foreign exchange rate risk (cash flow hedges).
74 44. NON‐RECURRING SIGNIFICANT EVENTS AND TRANSACTIONS In compliance with Consob communication of 28 th July 2006 a summary is given in the table below of the main events, transactions and actions which are non‐recurring and which do not repeat frequently in the usual course of business. The overall net effect of such occurrences on the profit and loss, balance sheet and cash flow of the Company and a positive impact of € 8,993 thousand. € (thousands) 2021 2020 Changes 2021/2020 ACE (Aid to Economic Growth) tax benefit from the reverse merger 12,885 0 12,885 Leaving incentives (2,410) 0 (2,410) COVID‐19 emergency costs (1,483) (3,260) 1,777 Total non‐recurring income/(expense) 8,992 (3,260) 12,252 45. ATYPICAL AND/OR UNUSUAL TRANSACTIONS In compliance with CONSOB communication of 28 th July 2006 the Company performed no atypical and/or unusual transactions in 2021 as defined in that same communication, according to which atypical and/or unusual transactions are those which because of their significance or importance, the nature of the counterparties, the content of the transaction, the way in which the transfer price is decided and the timing of the event (close to the end of the financial year) might give rise to doubts concerning: the accuracy and completeness of the information in the financial statements, a conflict of interests, the security of the company’s assets, the protection of the interests of minority shareholders. 46. RELATED‐PARTY TRANSACTIONS As at 31 st December 2021, intercompany accounts with companies that form the Recordati Group showed payables of € 529,235 thousand and receivables of € 306,380 thousand. The most significant items were as follows: receivables of € 230,604 thousand for loans granted to Group companies; payables of € 15,650 thousand for loans received from Group companies; trade receivables of € 46,217 thousand from subsidiaries; trade payables to subsidiaries of € 8,722 thousand; receivables from subsidiaries for the management of the centralised cash pooling treasury system amounting to € 29,181 thousand; payables to subsidiaries for the management of the centralised cash pooling treasury system amounting to € 504,618 thousand. Sales, services and royalties supplied to Group companies in 2021 amounted to € 233,389 thousand. Dividends were received during the year as follows: € 3,168 thousand from Innova Pharma S.p.A., € 3,000 thousand from Natural Point S.r.l., € 6,117 thousand from Italchimici S.p.A., € 5,407 thousand from Recordati Pharma GmbH, € 10,500 thousand from Bouchara Recordati S.a.s, € 65,000 thousand from Recordati Ireland Ltd, € 1,626 thousand from Recordati Romania SRL, € 26,286 thousand from Casen Recordati S.L., € 1,804 thousand from Tonipharm S.A.S. and € 946 thousand from Opalia
75 Pharma S.A.. Other current payables include a debt of € 215 thousand payable to Italchimici S.p.A. in relation to a tax credit estimated in 2021 by the subsidiary and transferred to the Company as part of the tax consolidation. The following summary is set out in the table below in compliance with Consob Resolution No. 15519 of 27 th July 2006: Percentage of transactions with related parties € (thousands) Total Related parties Amount % Percentage of transactions or positions in the balance sheet with related parties Trade receivables and other 109,372 46,594 42.60 Long‐term financial assets 131,711 131,620 99.96 Short‐term financial assets 128,165 128,165 100.00 Trade payables and other 94,808 8,966 9.46 Short‐term financial liabilities 721,299 520,268 72.13 Percentage of transactions or positions in the income statement with related parties Revenue 469,120 233,434 49.76 Income from investments 123,854 123,854 100.00 Costs of purchases and service provision 230,938 22,509 9.75 Financial income (expense), net (16,514) 1,436 (8.70) Transactions and positions with related parties as a percentage of cash flows is basically the same as that for the income statement items because the transactions are conducted under normal market conditions. It is underlined that no direct business was conducted during the year with the company that carries out management and co‐ordination activities. With regard to direct relations during the year with the company that exercises management and co‐ ordination, we report that some employees of the Recordati Group have been designated as beneficiaries of an incentive scheme, with a vesting period of five years, under which they have purchased shares of Rossini Luxembourg S.àr.l. at face value, an indirect shareholder of Recordati S.p.A., and they will receive a return at the end of the life of the scheme. In compliance with disclosure obligations set out in Art. 38 of Legislative Decree No. 127/91, we report that fees paid to directors and statutory auditors for carrying out their functions during the course of 2021 amounted to € 3,261 thousand and € 152 thousand respectively. Details of total remuneration received by directors and key management personnel are given in the table below. € (thousands) 2021 2020 Fixed remuneration 4,974 4,516 Non‐monetary benefits 109 131 Bonuses and other incentives 2,132 942 Share‐based payments 771 839 Total 7,986 6,428
76 The remuneration includes salaries and non‐monetary benefits. Key management personnel also participate in stock option plans. Following extraordinary operations involving the life of the Company in relation to the sale of their controlling interest by the Recordati family to a consortium of investment funds controlled by CVC Capital Partners VII Limited, on 28 th February 2019 the Board of Directors of the Company, appointed by a Shareholders’ Meeting held on 5 th February 2019, noted the management and co‐ordination exercised by Rossini Luxembourg S.àr.l. over Recordati S.p.A. pursuant to articles 2497 and following of the Italian Civil Code. We report that Rossini Luxembourg S.àr.l. was formed on 14/05/2018. Key figures from the financial statements for the year ended 31 st December 2020 approved by the company that exercises management and co‐ordination are reported in Attachment 6. The direct parent of the Company forms part of a consortium of investment funds controlled by CVC Capital Partners. 47. IMPORTANT EVENTS AFTER THE REPORTING PERIOD At the date of preparing the financial statements no corporate events had occurred after the end of the year which might require modifications to be made to the value of assets and liabilities and the amounts in the income statement. In December 2021, the Company announced the signing of a share purchase agreement to acquire EUSA Pharma (UK) Ltd, a global specialty pharmaceutical company with headquarters in the United Kingdom, focused on rare and niche oncology diseases, for an enterprise value of €750 million. The transaction, following the regulatory authorities’ approval, has been completed on 16 March 2022 and will be consolidated in the Recordati group financial statements as of 31 March 2022. The acquisition of EUSA Pharma represents another step forward in delivering on the Group’s strategy to increase its presence in the rare disease segment and fulfill its mission: improving the lives of patients whilst delivering innovative treatments that address serious unmet medical needs. The deal will complement Group’s global footprint with new capabilities and a highly efficient commercial infrastructure, adding a growing portfolio of 4 rare and niche oncology disease products, providing a platform for potential future expansion. In the face of the Russia‐Ukraine crisis, the Recordati Group has given immediate priority to the safety of its people and is implementing all possible measures and initiatives to guarantee the supply of medicines to patients in territories involved. In spite of the resilience of the pharmaceutical sector, recent operating performance and the diversification of the Group, it is difficult to quantify at this stage the potential future impacts from this crisis, given the complex and constantly evolving situation. Except for the above no significant events occurred after the end of the year.
77 48. PROPOSAL FOR THE ALLOCATION OF NET INCOME FOR THE YEAR AND OF RESERVES A proposal is made for the net income for the year, amounting to € 219,109,346, and also a quota of the distributable reserves, to be allocated as follows: - distribution to shareholders of a dividend of € 0.57 per share, in full balance of the interim 2021 dividend of € 0.53, for all shares outstanding at the ex‐dividend date (coupon no. 29), excluding treasury shares in the portfolio at that date (payment on 25 May 2022 and record date 24 May 2022), with ex‐dividend on 23 May 2022. The full 2021 dividend is therefore € 1.10 per share (€ 1.05 per share in 2020).
78 RECORDATI S.p.A. ATTACHMENT 1 STATEMENT OF CHANGES IN DIRECT INVESTMENTS € (thousands) Balance as at Share capital sales and redemptions Mergers Acquisitions subscriptions (Write‐ downs) Write‐ups Fair value measurement IFRS 2 Stock option measurement Balance as at 31 st Dec 2020 31 st Dec 2021 Investments in subsidiaries Casen Recordati S.L. ‐ Spain 272,668 668 273,336 Innova Pharma S.p.A. ‐ Italy 10,566 10,566 Bouchara Recordati S.a.s. ‐ France 57,857 431 58,288 Recordati Pharmaceuticals Ltd. ‐ United Kingdom 11,651 15 11,666 Recordati Hellas Pharmaceuticals S.A. ‐ Greece 4,940 40 4,980 Herbacos Recordati S.r.o. ‐ Czech Republic 19,846 60 19,906 Recordati Polska Sp. z.o.o. ‐ Poland 19,996 192 20,188 Italchimici S.p.A. ‐ Italy 106,294 106,294 Natural Point s.r.l. ‐ Italy 83,597 7 83,604 Recordati AG – Switzerland 153,789 229 154,018 Recordati Rare Diseases Canada Inc. ‐ Canada 245 245 Recordati Rare Diseases Inc. ‐ United States 2,964 493 3,457 Recordati Rare Diseases S.A. de C.V. ‐ Mexico 881 17 898 Recordati Rare Diseases Comercio Medicamentos Ltda ‐ Brazil 207 8 215 Recordati Ireland LTD ‐ Ireland 1,414 158 1,572 Recordati Orphan Drugs S.A.S. ‐ France 54,313 464 54,777 Opalia Pharma S.A. ‐ Tunisia 19,982 19,982 Recordati Romania Srl ‐ Romania 1,578 33 1,611 Recordati Pharma GMBH ‐ Germany 87,597 122 87,719 Accent LLC ‐ Russian Federation 66,707 66,707 Tonipharm S.A.S. ‐ France 72,636 72,636 Recordati Bulgaria Ltd ‐ Bulgaria 26 5 31 Recordati (Beijing) Pharmaceutical Co Ltd People's Republic of China 600 8 608 1,049,754 600 2,950 1,053,304 Investments in other companies: Sifir S.p.A. ‐ Reggio Emilia Consorzio Dafne ‐ Reggello (Florence) 2 2 Consorzio Nazionale Imballaggi Rome DGT ‐ United States 30 (30) Puretech Health p.l.c. ‐ United States 42,509 (9,307) 33,202 Miacomet Inc. 2 (2) Fluidigm Corp. ‐ United States 5 3 (2) 6 42,516 35 (32) (9,309) 33,210 TOTAL 1,092,270 35 600 (32) (9,309) 2,950 1,086,514
79 RECORDATI S.p.A. ATTACHMENT 2 SUMMARY STATEMENT OF DIRECT INVESTMENTS € (thousands) Balance as at 31 st Dec 2021 Percentage ownership Number of shares or quotas possessed Investments in subsidiaries Casen Recordati S.L. ‐ Spain 273,336 100.00 2,389,660 Innova Pharma S.p.A. ‐ Italy 10,566 100.00 960,000 Bouchara – Recordati S.a.s. ‐ France 58,288 100.00 10,000 Recordati Pharmaceuticals Ltd. ‐ United Kingdom 11,666 100.00 15,000,000 Recordati Hellas Pharmaceuticals S.A. ‐ Greece 4,980 100.00 1,005,000 Herbacos Recordati S.r.o. – Czech Republic 19,906 100.00 2,560 Recordati Polska Sp. z.o.o. – Poland 20,188 100.00 90,000 Italchimici S.p.A. – Italy 106,294 100.00 7,646,000 Natural Point S.r.l. – Italy 83,604 100.00 1 Recordati AG – Switzerland 154,018 100.00 150,000 Recordati Rare Diseases Canada Inc. ‐ Canada 245 100.00 1,000 Recordati Rare Diseases Inc. ‐ United States 3,457 100.00 100 Recordati Rare Diseases Ukraine LLC – Ukraine 0 0.01 1 Recordati Rare Diseases S.A. de C.V. ‐ Mexico 898 99.998 49,999 Recordati Rare Diseases Comercio Medicamentos Ltda – Brazil 215 100.00 166 Recordati Ireland Ltd (Ireland) 1,572 100.00 200,000 Recordati Orphan Drugs S.A.S. ‐ France 54,777 90.00 51,300 Opalia Pharma S.A. – Tunisia 19,982 90.00 612,000 Recordati Romania Srl – Romania 1,611 100.00 500,000 Recordati Pharma GmbH – Germany 87,719 55.00 1 Accent LLC – Russian Federation 66,707 100.00 1 Tonipharm S.A.S. – France 72,636 100.00 2,577 Recordati Bulgaria Ltd – Bulgaria 31 100.00 50 Recordati (Beijing) Pharmaceutical Co Ltd People's Republic of China 608 100.00 1 1,053,304 Investments in other companies: Sifir S.p.A. ‐ Reggio Emilia 0 0.04 1,304 Consorzio Dafne ‐ Reggello (Florence) 2 1.16 1 Consorzio Nazionale Imballaggi ‐ Rome 0 n.s. 1 DGT ‐ United States 0 n.s. n.s. Puretech Health p.l.c. ‐ United States 33,202 4.02 9,554,140 Miacomet Inc. 0 n.s n.s. Fluidigm Corp. ‐ United States 6 n.s 1,698 33,210 TOTAL 1,086,514
80 RECORDATI S.p.A. ATTACHMENT 3 COMPARISON BETWEEN THE CARRYING AMOUNT OF DIRECT INVESTMENTS IN SUBSIDIARIES AND THEIR VALUATION USING THE EQUITY METHOD € (thousands) Share capital 31.12.2021 Equity Net income (loss) % Ownership Corresponding pro‐rata equity (A) Carrying amount (B) Valuation at equity (C) Investments Casen Recordati S.L. ‐ Spain 238,966 448,766 27,159 100.00 448,766 273,336 405,038 Innova Pharma S.p.A. ‐ Italy 1,920 12,811 1,335 100.00 12,811 10,566 11,007 Bouchara Recordati S.a.s. ‐ France 4,600 32,795 8,096 100.00 32,795 58,288 163,061 Recordati Pharmaceuticals Ltd ‐ United Kingdom 17,851 12,800 (450) 100.00 12,800 11,666 12,058 Recordati Hellas Pharmaceuticals S.A. ‐ Greece 10,050 6,371 1,066 100.00 6,371 4,980 5,717 Herbacos Recordati s.r.o. ‐ Czech Republic 1,030 13,191 (46) 100.00 13,191 19,906 27,427 Recordati Polska S.p.z.o.o. – Poland 979 11,906 4,168 100.00 11,906 20,188 23,131 Italchimici S.p.A. – Italy 7,646 76,423 11,566 100.00 76,423 106,294 147,404 Natural Point S.r.l. – Italy 10 68,374 7,214 100.00 68,374 83,604 96,738 Recordati AG – Switzerland 14,519 220,132 31,627 100.00 220,132 154,018 231,154 Recordati Rare Diseases Canada Inc. ‐ Canada 243 909 432 100.00 909 245 (150) Recordati Rare Diseases Inc. ‐ United States 10,577 286,243 46,313 100.00 286,243 3,457 225,744 Recordati Rare Diseases S.A. DE C.V. – Mexico * 702 740 (251) 99.998 740 898 499 Recordati Rare Diseases Comercio Medicamentos Ltda ‐ Brazil 0 1,020 551 100.00 1,020 215 806 Recordati Ireland Ltd ‐ Ireland 200 125,805 48,386 100.00 125,805 1,572 106,352 Recordati Orphan Drugs S.A.S. ‐ France 57,000 104,768 2,945 90.00 94,291 54,777 333,902 Opalia Pharma S.A. ‐ Tunisia 2,962 20,136 3,323 90.00 18,123 19,982 38,876 Recordati Romania S.R.L. ‐ Romania 1,010 8,656 2,353 100.00 8,656 1,611 7,652 Recordati Pharma GMBH ‐ Germany 600 102,978 9,207 55.00 56,638 87,719 98,602 Accent LLC – Russian Federation* 0 384 26 100.00 384 66,707 23,569 Tonipharm S.A.S. ‐ France 258 25,469 2,674 100.00 25,469 72,636 75,358 Recordati Bulgaria Ltd ‐ Bulgaria 26 85 28 100.00 85 31 84 Recordati (Beijing) Pharmaceutical Co Ltd People's Republic of China 601 260 (341) 100.00 260 608 260 371,750 1,581,022 207,381 1,522,192 1,053,304 2,034,289 Difference A‐B 468,888 Surplus C‐B 980,985 * The carrying amount of the investment has not been adjusted to bring it into line with the amount calculated using the equity method because, amongst other things, the results of the annual impairment test showed that the difference was not to be considered an indicator of permanent impairment.
81 RECORDATI S.p.A. ATTACHMENT 4 SUMMARY INFORMATION ON SUBSIDIARIES Subsidiaries Headquarters Currency Share capital Net income (loss) 2021 Equity as at 31/12/2021 Revenue 2021 INNOVA PHARMA S.p.A. Marketing and sales of pharmaceuticals Italy €(000) 1,920 1,335 12,811 44,730 CASEN RECORDATI S.L. Marketing and sales of pharmaceuticals Spain €(000) 238,966 27,159 448,766 116,473 BOUCHARA RECORDATI S.A.S. Research, production and sales of pharmaceuticals France €(000) 4,600 8,096 32,795 13,287 REC.RARE DISEASES COMERCIO DE MEDICAMENTOS LTDA. Dormant, holds pharmaceutical marketing rights in Brazil Brazil BRL(000) 0 3,475 6,436 27,939 RECORDATI RARE DISEASES Inc. Research, production and sales of pharmaceuticals U.S.A. USD(000) 11,979 52,454 324,199 237,908 RECORDATI IRELAND LTD Research, production and sales of pharmaceuticals Ireland €(000) 200 48,386 125,805 243,557 LABORATOIRES BOUCHARA RECORDATI S.A.S. Research, production and sales of pharmaceuticals France €(000) 14,000 6,468 32,024 168,335 RECORDATI PHARMA GmbH Marketing and sales of pharmaceuticals Germany €(000) 600 9,207 102,978 133,321 RECORDATI PHARMACEUTICALS LTD Marketing and sales of pharmaceuticals United Kingdom GBP(000) 15,000 (378) 10,756 4,453 RECORDATI HELLAS PHARMACEUTICALS S.A. Marketing and sales of pharmaceuticals Greece €(000) 10,050 1,066 6,371 21,115 JABA RECORDATI S.A. Marketing and sales of pharmaceuticals Portugal €(000) 2,000 4,740 11,025 43,636 JABAFARMA PRODUTOS FARMACÊUTICOS S.A. Marketing of pharmaceuticals Portugal €(000) 50 131 381 810 BONAFARMA PRODUTOS FARMACÊUTICOS S.A. Marketing of pharmaceuticals Portugal €(000) 50 424 1,176 2,287 RECORDATI ORPHAN DRUGS S.A.S. Holding company France €(000) 57,000 2,945 104,768 2,299 RECORDATI RARE DISEASES MIDDLE EAST FZ LLC Marketing and sales of pharmaceuticals United Arab Emirates €(000) 20 5,303 22,141 11,421 RECORDATI A.B. Marketing and sales of pharmaceuticals Sweden SEK(000) 100 4,416 39,878 187,819 RECORDATI RARE DISEASES S.A.R.L. Research, production and sales of pharmaceuticals France €(000) 320 39,938 196,479 131,799 NATURAL POINT S.r.l. Marketing and sales of pharmaceuticals Italy €(000) 10 7,214 68,374 19,584 RECORDATI AUSTRIA GmbH Marketing and sales of pharmaceuticals Austria €(000) 35 186 455 1,855 TONIPHARM S.A.S Marketing and sales of pharmaceuticals France €(000) 258 2,674 25,469 4,098 RECORDATI RARE DISEASES UNITED KINGDOM LTD Marketing and sales of pharmaceuticals United Kingdom GBP(000) 50 1,449 3,914 5,971 RECORDATI BULGARIA LTD Marketing and sales of pharmaceuticals Bulgaria BGN(000) 50 55 166 1,431
82 Subsidiaries Headquarters Currency Share capital Net income (loss) 2021 Equity as at 31/12/2021 Revenue 2021 RECORDATI RARE DISEASES GERMANY GmbH Marketing and sales of pharmaceuticals Germany €(000) 26 6,001 12,661 23,860 RECORDATI RARE DISEASES SPAIN S.L. Marketing and sales of pharmaceuticals Spain €(000) 1,775 3,630 14,926 13,989 RECORDATI RARE DISEASES ITALY S.R.L. Marketing and sales of pharmaceuticals Italy €(000) 40 4,517 32,110 20,061 RECORDATI BVBA Marketing and sales of pharmaceuticals Belgium €(000) 19 1,984 8,863 20,310 FIC MEDICAL S.A.R.L. Marketing of pharmaceuticals France €(000) 174 134 1,432 2,122 HERBACOS RECORDATI s.r.o. Research, production and sales of pharmaceuticals Czech Republic CZK(000) 25,600 (1,164) 327,893 667,068 RECORDATI SK s.r.o. Marketing and sales of pharmaceuticals Slovak Republic €(000) 33 45 402 1,373 RUSFIC LLC Marketing and sales of pharmaceuticals Russian Federation RUB(000) 3,560 1,246,069 5,115,342 6,511,379 RECOFARMA ILAÇ Ve Hammaddeleri Sanayi Ve Ticaret L.Ş. Marketing of pharmaceuticals Turkey TRY(000) 5,510 (1,752) 3,873 2,133 RECORDATI ROMANIA S.R.L. Marketing and sales of pharmaceuticals Romania RON(000) 5,000 11,652 42,841 76,288 RECORDATI İLAÇ Sanayi Ve Ticaret A.Ş. Research, production and sales of pharmaceuticals Turkey TRY(000) 180,000 86,985 545,753 683,338 RECORDATI POLSKA Sp. z o.o Marketing and sales of pharmaceuticals Poland PLN(000) 4,500 19,160 54,729 226,607 ACCENT LLC Holds pharmaceutical marketing rights Russian Federation RUB(000) 20 2,224 32,771 3,600 RECORDATI UKRAINE LLC Marketing of pharmaceuticals Ukraine UAH(000) 1,032 67,749 194,647 483,210 CASEN RECORDATI Portugal Unipessoal Ltd Marketing and sales of pharmaceuticals Portugal €(000) 100 94 773 551 OPALIA PHARMA S.A. Research, production and sales of pharmaceuticals Tunisia TND(000) 9,656 10,835 65,651 70,032 OPALIA RECORDATI SARL Marketing of pharmaceuticals Tunisia TND(000) 20 2,416 6,652 5,252 RECORDATI RARE DISEASE S.A. DE CV Marketing of pharmaceuticals Mexico MXN(000) 16,250 (5,797) 17,125 46,880 RECORDATI RARE DISEASE COLOMBIA S.A.S Marketing of pharmaceuticals Colombia COP(000) 150,000 2,837,274 17,583,119 9 RECORDATI RARE DISEASE CANADA INC. Marketing of pharmaceuticals Canada CAD(000) 350 621 1,309 11,437 RECORDATI RARE DISEASE JAPAN K.K. Marketing of pharmaceuticals Japan JPY(000) 90,000 174,357 829,817 3,170,313 RECORDATI RARE DISEASE AUSTRALIA Pty Ltd. Marketing of pharmaceuticals Australia AUD(000) 200 49 (415) 4,257 ITALCHIMICI S.p.A. Marketing and sales of pharmaceuticals Italy €(000) 7,646 11,566 76,423 32,464 RECORDATI AG Marketing and sales of pharmaceuticals Switzerland CHF(000) 15,000 32,674 227,419 153,993 RECORDATI (BEIJING) PHARMACEUTICAL CO. Ltd. * Marketing and sales of pharmaceuticals *Incorporated in 2021 China CNY(000) 4,326 (2,455) 1,871 0
83 RECORDATI S.p.A. ATTACHMENT 5 DETAILS OF ITEMS IN SHAREHOLDERS’ EQUITY € (thousands) Amount Possibility of use Amount available Amount distributable without tax effects Amount distributable with tax effects Summary of uses over the preceding three years Notes Replenish‐ ment of losses Other reasons Share capital 26,141 Additional paid‐in capital reserve 83,718 ABC 83,718 15,074 68,644 1 Revaluation reserve 2,602 ABC 2,602 0 2,602 Statutory reserve 5,228 B 0 0 0 Treasury stock reserve (126,981) (126,981) (126,981) 0 Other reserves Gain on merger 30,204 ABC 30,204 30,204 0 Extraordinary reserve 92,951 ABC 92,951 92,951 0 (65,049) 2 Reserve under Art. 13 Par. 6 of Legislative Decree 124/1993 99 ABC 99 0 99 Research and investment grants 17,191 ABC 17,191 1,227 15,964 3 Extraordinary VAT concession reserve 517 ABC 517 0 517 Southern Italy investment fund 3,632 IAS reserve 155,562 ABC 155,562 155,562 0 Interim dividends (109,329) (109,329) (109,329) 0 Net income (loss) for the period 219,109 ABC 219,109 219,109 Total equity 400,644 365,643 277,817 87,826 Legend: A for share capital increase B to replenish losses C to distribute to shareholders Notes: 1 The additional paid‐in capital reserve may be distributed when the statutory reserve has reached one fifth of the share capital 2 The decrease is due to the difference between the amount paid by Group employees who exercised options under stock option plans and the value of treasury shares recognised in the financial statements in the last three years. 3 The research and investment grant reserve has already been subject to taxation of € 1,227 thousand.
84 RECORDATI S.p.A. ATTACHMENT 6 SUMMARY OF THE LATEST FINANCIAL STATEMENTS APPROVED BY THE COMPANY THAT EXERCISES MANAGEMENT AND COORDINATION Annual financial statements of the company Rossini Luxembourg S.àr.l. amounts in euro amounts in euro 31/12/2020 31/12/2019 INCOME STATEMENT REVENUE 0 0 OPERATING EXPENSES (84,288) (177,053) TAXES (4,815) (4,815) NET LOSS FOR THE YEAR (89,103) (181,868) ASSETS NON‐CURRENT ASSETS 1,100,028,000 1,100,028,000 CURRENT ASSETS 224,282 393,443 TOTAL ASSETS 1,100,252,282 1,100,421,443 EQUITY AND LIABILITIES EQUITY Share capital 1,108,568 1,108,568 Reserves 1,099,417,178 1,099,417,178 Prior year losses (231,273) (49,405) Net loss for the year (89,103) (181,868) TOTAL EQUITY 1,100,205,370 1,100,294,473 LIABILITIES CURRENT LIABILITIES 46,912 126,970 TOTAL LIABILITIES 46,912 126,970 TOTAL EQUITY AND LIABILITIES 1,100,252,282 1,100,421,443
85 RECORDATI S.p.A. ATTACHMENT 7 DISCLOSURE OF AUDITORS' FEES FOR ACCOUNTING AUDITS AND OTHER SERVICES Amounts in euro Type of service Firm that provided the service Fees Accounting audit Auditor of the Company 162,790 Certification services Auditor of the Company 39,970 Due diligence Auditor of the Company 0 Other services Auditor of the Company 0
86 CERTIFICATION IN RESPECT OF THE FINANCIAL STATEMENTS UNDER ARTICLE 154‐BIS OF LEGISLATIVE DECREE 58/98 1. The undersigned, Andrea Recordati, in his capacity as Chairman, and Luigi La Corte, as the Manager responsible for the preparation of the financial statements of Recordati S.p.A., pursuant to the provisions or article 154‐bis, clauses 3 and 4, of Legislative Decree No. 58 of 24 th February 1998, hereby attest the adequacy in relation to the characteristics of the company and the effective application, of the administrative and accounting procedures applied in the preparation of the separate company financial statements during the financial year 2021. 2. Furthermore, it is certified that: 2.1 the financial statements as at 31 st December 2021: have been prepared in accordance with the international accounting standards, recognised by the European Union pursuant to Regulation (EC) 1606/2002 of the European Parliament and Council, dated 19 th July 2002; correspond to the amounts shown in the Company’s accounts, books and records; provide a fair and correct representation of the financial conditions, results of operations and cash flows of the issuer. 2.2 The report on operations includes a reliable operating and financial review of the Company as well as a description of the main risks and uncertainties to which it is exposed. Milan, 17 th March 2022. The Chairman Manager responsible for preparing the Company’s financial reports Andrea Recordati Luigi La Corte
Recordati Industria Chimica e Farmaceutica S.p.A. Financial statements as at 31 December 2021 Independent auditor’s report pursuant to article 14 of Legislative Decree n. 39, dated 27 January 2010, and article 10 of EU Regulation n. 537/2014
EY S.p.A. Sede Legale: Via Meravigli, 12 – 20123 Milano Sede Secondaria: Via Lombardia, 31 – 00187 Roma Capitale Sociale Euro 2.525.000,00 i.v. Iscritta alla S.O. del Registro delle Imprese presso la CCIAA di Milano Monza Brianza Lodi Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. di Milano 606158 - P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998 Iscritta all’Albo Speciale delle società di revisione Consob al progressivo n. 2 delibera n.10831 del 16/7/1997 A member firm of Ernst & Young Global Limited EY S.p.A. Via Meravigli, 12 20123 Milano Tel: +39 02 722121 Fax: +39 02 722122037 ey.com Independent auditor’s report pursuant to article 14 of Legislative Decree n. 39, dated 27 January 2010 and article 10 of EU Regulation n. 537/2014 (Translation from the original Italian text) To the Shareholders of Recordati Industria Chimica e Farmaceutica S.p.A. Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Recordati Industria Chimica e Farmaceutica S.p.A. (the Company), which comprise the statement of financial position as at 31 December 2021, and the statement of income, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2021, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/2005. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the regulations and standards on ethics and independence applicable to audits of financial statements under Italian Laws. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
2 We identified the following key audit matters: Key Audit Matter Audit Response Recoverability of the book value of investments in subsidiaries As of 31 December 2021, the investments in subsidiaries recorded in the Company's financial statements amount to Euro 1.053 million. In case of specific impairment indicators, the value of investments in subsidiaries, recorded at cost, is tested for impairment by the directors. For the purpose of impairment testing, the value of the investments in subsidiaries is compared with the recoverable amount, defined as the higher of the fair value less costs to sell and the value in use. The processes as well as the methods of evaluation and calculation of the recoverable amount of investments in subsidiaries are based on assumptions, sometimes complex, which imply, by their nature, estimates by the directors, especially with regard to the forecast of future cash flows, the determination of the discount rates and growth rates adopted beyond the period with explicit forecasts. Considering the significance of the item, the judgment requested and the complexity of the assumptions adopted in the estimation of the recoverable amount of investments in subsidiaries, we assessed this matter as a key audit matter. Financial statements disclosures related to this matter are reported in the note "2. Summary of significant accounting policies" and in particular in the note "16. Investments", which describes the composition of the balance as of 31 December 2021, as well as the methodology used to assess the recoverable amount of investments in subsidiaries, with specific reference to the valuation methodology and the assumptions used. Our audit procedures related to the key audit matter included, among the others: i. the analysis of the procedure adopted by the Company and the methodology applied in connection with identification and evaluation of any reduction in the value of investments in subsidiaries, taking into account the impairment test procedure approved by the Board of Directors of the Company on 17 March 2022; ii. the analysis of the differences between the value of investments in subsidiaries and the corresponding value of the net assets of the subsidiaries, also considering the effects recognized and tested in the consolidated financial statements; iii. the analysis of the reasonableness of the expected cash flows; iv. the analysis of the impairment test, also taking into account the activities performed to assess the recoverability of goodwill in the consolidated financial statements; v. the assessment of the quality of forecasts as compared to the historical accuracy of the previous forecasts; vi. the sensitivity analysis on key assumptions in order to identify the changes in assumptions that could have a significant impact on the valuation of the recoverable amount. Our procedures were performed with the support of our experts in valuation techniques, who analyzed the valuation methodologies adopted, verified the mathematical accuracy of the calculation models and evaluated the criteria adopted to determine the discount rates and growth rates applied beyond the period with explicit forecasts. Finally, we analyzed the disclosures provided in the financial statements of the Company as of 31 December 2021.
3 Responsibilities of Directors and Those Charged with Governance for the Financial Statements The Directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/2005, and, within the terms provided by the law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Directors are responsible for assessing the Company’s ability to continue as a going concern and, when preparing the financial statements, for the appropriateness of the going concern assumption, and for appropriate disclosure thereof. The Directors prepare the financial statements on a going concern basis unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. The statutory audit committee (“Collegio Sindacale”) is responsible, within the terms provided by the law, for overseeing the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with International Standards on Auditing (ISA Italia), we have exercised professional judgment and maintained professional skepticism throughout the audit. In addition: we have identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error, designed and performed audit procedures responsive to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; we have obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control; we have evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors; we have concluded on the appropriateness of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to consider this matter in forming our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;
4 we have evaluated the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We have communicated with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We have provided those charged with governance with a statement that we have complied with the ethical and independence requirements applicable in Italy, and we have communicated with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we have determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We have described these matters in our auditor’s report. Additional information pursuant to article 10 of EU Regulation n. 537/14 The shareholders of Recordati Industria Chimica e Farmaceutica S.p.A., in the general meeting held on 29 April 2020, engaged us to perform the audits of the financial statements for each of the years ending 31 December 2020 to 31 December 2021. We declare that we have not provided prohibited non-audit services, referred to article 5, par. 1, of EU Regulation n. 537/2014, and that we have remained independent of the Company in conducting the audit. We confirm that the opinion on the financial statements included in this report is consistent with the content of the additional report to the audit committee (Collegio Sindacale) in their capacity as audit committee, prepared pursuant to article 11 of the EU Regulation n. 537/2014. Report on compliance with other legal and regulatory requirements Opinion on the compliance with Delegated Regulation (EU) 2019/815 The Directors of Recordati Industria Chimica e Farmaceutica S.p.A. are responsible for applying the provisions of the European Commission Delegated Regulations (EU) 2019/815 for the regulatory technical standards on the specification of a single electronic reporting format (ESEF – European Single Electronic Format) (the “Delegated Regulation”) to the financial statements, to be included in the annual financial report. We have performed the procedures under the auditing standard SA Italia n. 700B, in order to express an opinion on the compliance of the financial statements with the provisions of the Delegated Regulation. In our opinion, the financial statements have been prepared in the XHTML format in compliance with the provisions of the Delegated Regulation.
5 Opinion pursuant to article 14, paragraph 2, subparagraph e), of Legislative Decree n. 39 dated 27 January 2010 and of article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998 The Directors of Recordati Industria Chimica e Farmaceutica S.p.A. are responsible for the preparation of the Report on Operations and of the Report on Corporate Governance and Ownership Structure of Recordati Industria Chimica e Farmaceutica S.p.A. as at 31 December 2021, including their consistency with the related financial statements and their compliance with the applicable laws and regulations. We have performed the procedures required under audit standard SA Italia n. 720B, in order to express an opinion on the consistency of the Report on Operations and of specific information included in the Report on Corporate Governance and Ownership Structure as provided for by article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998, with the financial statements of Recordati Industria Chimica e Farmaceutica S.p.A. as at 31 December 2021 and on their compliance with the applicable laws and regulations, and in order to assess whether they contain material misstatements. In our opinion, the Report on Operations and the above mentioned specific information included in the Report on Corporate Governance and Ownership Structure are consistent with the financial statements of Recordati Industria Chimica e Farmaceutica S.p.A. as at 31 December 2021 and comply with the applicable laws and regulations. With reference to the statement required by art. 14, paragraph 2, subparagraph e), of Legislative Decree n. 39, dated 27 January 2010, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have no matters to report. Statement pursuant to article 4 of Consob Regulation implementing Legislative Decree n. 254, dated 30 December 2016 The Directors of Recordati Industria Chimica e Farmaceutica S.p.A. are responsible for the preparation of the non-financial information pursuant to Legislative Decree n. 254, dated 30 December 2016. We have verified that non-financial information have been approved by Directors. Pursuant to article 3, paragraph 10, of Legislative Decree n. 254, dated 30 December 2016, such non-financial information are subject to a separate compliance report signed by us. Milan, 30 March 2022 EY S.p.A. Signed by: Renato Macchi, Auditor This independent auditor’s report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.