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2 RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.P.A. Company under the management and coordination of Rossini Luxembourg S.à r.l. Registered office: Via Matteo Civitali, 1 - Milan, Italy Share capital: € 26,140,644.50 fully paid-in Tax identification code and registration number in the Milan, Monza, Brianza and Lodi Business Register: 00748210150 The Company prepares the consolidated financial statements for the Recordati Group. BOARD OF DIRECTORS ANDREA RECORDATI Chairman GUIDO GUIDI Vice Chairman ROBERT KOREMANS Chief Executive Officer MICHAELA CASTELLI Lead Independent Director ELISA CORGHI Independent GIORGIO DE PALMA LUIGI LA CORTE Group Chief Financial Officer JOANNA LE COUILLIARD Independent GIAMPIERO MAZZA PIERGIORGIO PELUSO Independent CATHRIN PETTY KIM STRATTON CONTROL, RISK AND CSR COMMITTEE MICHAELA CASTELLI Chair ELISA CORGHI PIERGIORGIO PELUSO REMUNERATION AND NOMINATIONS COMMITTEE JOANNA LE COUILLIARD Chair MICHAELA CASTELLI ELISA CORGHI BOARD OF STATUTORY AUDITORS ANTONIO SANTI Chair EZIO SIMONELLI LIVIA AMIDANI ALIBERTI Statutory Auditors ANDREA BALELLI SILVIA MINA Alternate Auditors AUDIT FIRM EY S.p.A.
3 The 2024 consolidated financial statements are presented in accordance with the International Financial Reporting Standards (IFRSs) issued or revised by the International Accounting Standards Board (IASB) and endorsed by the European Union, as well as the provisions issued implementing Art. 9 of Italian Legislative Decree 38/2005. The same accounting standards were used in the preparation of the 2023 consolidated financial statements. This document contains forward-looking statements relating to future events and future operating, economic and financial results of the Recordati Group. By their nature, forward-looking statements involve risk and uncertainty because they depend on the occurrence of future events and circumstances. Actual results may therefore differ materially from those forecasts as a result of a variety of reasons, most of which are beyond the Recordati Group’s control. The information on the Group’s pharmaceutical specialties and other products contained in this document is intended solely as information on Recordati’s activities and therefore, as such, it is not intended as medical scientific indication or recommendation, nor as advertising. This is an English courtesy translation of the original documentation prepared in Italian language.
4 TABLE OF CONTENTS LETTER TO OUR SHAREHOLDERS ................................................................................................. 5 CHAIRMAN’S LETTER .............................................................................................................................................. 6 CEO’S LETTER.......................................................................................................................................................... 7 GROUP PROFILE .................................................................................... 9 RECORDATI AT A GLANCE ......................................................................................................... 10 KEY FIGURES ......................................................................................................................................................... 11 THE RECORDATI SHARE ........................................................................................................................................ 13 GEOGRAPHICAL PRESENCE ................................................................................................................................... 15 COMPANY OVERVIEW .............................................................................................................. 17 OUR PURPOSE AND COMPANY CULTURE ............................................................................................................ 18 OUR GROWTH JOURNEY ...................................................................................................................................... 21 OUR CORE THERAPEUTIC AREAS .......................................................................................................................... 24 OUR PRODUCT PIPELINE AND FUTURE DEVELOPMENTS ...................................................................................... 42 OUR INDUSTRIAL OPERATIONS ............................................................................................................................ 49 OUR RESPONSIBLE GROWTH ................................................................................................................................ 56 MANAGEMENT REPORT ...................................................................... 59 REVIEW OF OPERATIONS .......................................................................................................... 60 FINANCIAL HIGHLIGHTS ........................................................................................................................................ 61 SALES OVERVIEW ................................................................................................................................................. 65 • Sales by therapeutic area ........................................................................................................................................................... 66 • Geographic area sales overview ................................................................................................................................................. 71 KEY FINANCIALS ................................................................................................................................................... 81 • Income Statement ...................................................................................................................................................................... 82 • Net financial position.................................................................................................................................................................. 86 • Reconciliation between the parent company’s shareholders’ equity and net income and group consolidated shareholders’ equity and net income ................................................................................................................................................................ 87 • Related-party transactions ......................................................................................................................................................... 88 • Subsidiaries outside the european union ................................................................................................................................... 88 • Significant transactions, disclosure requirements derogation ................................................................................................... 88 • Atypical and/or unusual transactions ......................................................................................................................................... 88 RISK ASSESSMENT AND MANAGEMENT ............................................................................................................... 90 BUSINESS OUTLOOK ............................................................................................................................................. 99 CONSOLIDATED SUSTAINABILITY STATEMENT 2024 ................................................................ 101 GENERAL INFORMATION .................................................................................................................................... 102 ENVIRONMENTAL INFORMATION ...................................................................................................................... 157 SOCIAL INFORMATION ....................................................................................................................................... 205 GOVERNANCE INFORMATION ............................................................................................................................ 262 CERTIFICATION OF THE SUSTAINABILITY STATEMENT ........................................................................................ 276 AUDITOR’S REPORT ............................................................................................................................................ 278 CONSOLIDATED FINANCIAL STATEMENTS ......................................... 284 CONSOLIDATED FINANCIAL STATEMENTS ............................................................................... 285 EXPLANATORY NOTES ........................................................................................................................................ 291 CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS ..................................................................... 343 AUDITOR’S REPORT ............................................................................................................................................ 345
5 LETTER TO OUR SHAREHOLDERS
LETTER TO OUR SHAREHOLDERS 6 CHAIRMAN’S LETTER Dear Shareholders, As we reflect on 2024, we see that the pharmaceutical industry has experienced a year of both significant challenges and positive opportunities. These have been shaped by evolving global health needs, regulatory changes, and rapid advancements in science and technology. One key trend is the aging global population and the rising prevalence of chronic conditions, especially in emerging markets. These shifts present both challenges and a tremendous opportunity for us to expand access to specialised care, driving positive outcomes for patients and healthcare systems alike. Meanwhile, there is also growing emphasis on innovative treatments for rare and complex diseases with over 6,500 rare diseases currently having no treatment. This trend is creating new avenues for growth and addressing significant unmet patient needs, which is at the heart of Recordati’s strategy. At the same time, we are aware of the pressure on pharmaceutical companies to balance patient access with sustainable pricing, especially considering increasingly stringent regulatory environments. The evolving pricing dynamics, particularly in developed markets, require agility and foresight, and we are focused on ensuring that our approach remains both patient-centric and sustainable. At Recordati, we continue to adapt to these trends through our diversified portfolio spanning Specialty & Primary Care (SPC) and Rare Diseases (RD). Our strong geographic footprint enables us to tap into new markets while responding to local healthcare needs, all while maintaining leadership in therapeutic areas where we are already established. Our strategy continues to focus on driving organic growth of our current portfolio, complemented with accretive M&A and targeted business development, as well as capturing growth opportunities within our own pipeline. I am pleased that in 2024, because of our strategy, we have once again achieved outstanding results, with double-digit revenue, EBITDA growth and the acquisition of an exciting new rare diseases product to complement our portfolio. The year also saw us continue to focus on embedding sustainability in all Recordati does, and I'm delighted that our efforts have continued to be recognised by the main indices and ratings throughout 2024. The 11th International Prize for Scientific Research Arrigo Recordati, which continues my family’s legacy to the pharmaceutical industry, was awarded in 2024. The Prize, which was established in 2000 in memory of my father, received more than 40 applications from junior researchers of different nationalities. Dr. Adam Durbin from St. Jude’s Children’s Research Hospital in Memphis, U.S., was awarded €100,000 for providing new potential therapeutic strategies for children with neuroblastoma. Neuroblastoma is a rare devastating condition for the children diagnosed with it and their families, and the award of the prize to Dr Dubin reflects Recordati’s strong commitment to helping the few who suffer from rare diseases. With the strong momentum of 2024, the dedication of our exceptional people, and our proven track record, Recordati is well-positioned for sustained growth and continued success in the years ahead. I would like to thank Recordati’s people for the extraordinary commitment and dedication they have continued to show in 2024. I also extend these thanks to our CEO Rob Koremans and to the whole executive leadership team for providing such excellent guidance and to the Board of Directors for the work carried out not only in the past year, but throughout the journey that began three years ago. As Chairman of the Board, I remain committed to supporting Recordati towards continued success in 2025, ensuring that we create long-term value for all stakeholders. Thank you for your support. ANDREA RECORDATI Chairman
LETTER TO OUR SHAREHOLDERS 7 CEO’S LETTER Dear Shareholders, Leading our company through what has been another outstanding year has been a real privilege. I would like to extend my heartfelt thanks to our people and partners, who worked tirelessly with us in 2024 to unlock the full potential of life for increasing numbers of patients around the globe. Your commitment continues to inspire me every day. At Recordati, patients remain at the heart of everything we do. Every day we focus on unlocking the full potential of life for people living with common diseases as well as some of the rarest in around 150 countries across the globe. Our dedication to improving their lives continues to drive our business forward, ensuring that we not only meet current healthcare needs but also anticipate those of tomorrow. In 2024, the number of patients we served in both our businesses rose, with over 100 million people benefiting from our Specialty & Primary Care (SPC) portfolio alone and around 16,000 patients living with rare diseases receiving dedicated treatments. I’m proud that, in 2024, Recordati delivered another outstanding performance. We have built on the momentum from previous years and continue to set the conditions for growth for the future. We strengthened our management and expanded our portfolio to support increasing numbers of patients across the globe with our therapies. The SPC and Rare Diseases (RD) businesses both booked excellent performances. In SPC, the Urology franchise performed particularly well, while the Cardiovascular and Gastrointestinal franchises remained resilient. In RD, our Oncology and Endocrinology franchises, in particular, continued to deliver strong growth. We remain committed to investing in selective and very targeted research and development programs — not only to bring new treatments to market but also to ensure that our existing products remain at the cutting edge. This is especially true in the field of rare diseases, where we focus on life-cycle management and geographic expansion to address the significant unmet needs in this area. Responsible growth and our commitment to Environmental, Social and Governance (ESG) factors are embedded in our strategy. During 2024, we continued to meet significant social and environmental targets, with People and Planet being the two core areas defining our approach to sustainable growth. In terms of results, we generated strong double-digit revenue growth of 12.4%, as well as increasing EBITDA by 12.5% and adjusted net income by 8.4%. This performance is a testament to the strength of our strategy and operational execution. We remain clearly ahead of our mid-term financial objectives for 2023-2025, to which we committed in 2023. We are proud to be able to deliver a sustainable dividend to our Shareholders, further demonstrating our commitment to long-term value creation. The proposed full 2024 dividend is € 1.27 per share. 2024 was a year in which we made positive strides forward with our portfolio. We closed the year strongly with the acquisition in November of the global rights to Enjaymo® from Sanofi. Enjaymo® is a biologic that is the only approved targeted product for the treatment of cold agglutin disease (CAD), a rare B-cell lymphoproliferative disorder. It has been granted approval by the U.S. Food and Drug Administration (FDA), the European Commission (EC) and the Japanese Ministry of Health, Labour and Welfare. The acquisition of Enjaymo® reinforces our commitment to addressing the needs of patients with limited treatment options and is an excellent fit with our existing business. These are just a few of the important portfolio milestones achieved in 2024 that are enabling us to continue to support growing numbers of patients and their families. At Recordati, we are equally committed to our people & culture. Our world-class management team and dedicated employees form the backbone of our success. We strive to ensure everyone feels welcome, respected, supported, and appreciated for their uniqueness and diverse talent. In 2024, we continued to promote initiatives to foster a more diverse and inclusive working environment for all, with a particular focus on increasing the percentage of women in leadership positions. We conducted a
LETTER TO OUR SHAREHOLDERS 8 Culture Survey, targeting the Senior Leadership Team of around 300 people, to understand how the company culture has evolved over the past few years. A high response rate, as well as encouraging results, show that we are on the right track and can be proud of the changes we’ve already implemented. I would like to thank the entire Board of Directors for their engagement and valuable contributions. To our Shareholders, I am grateful for your trust as we pursue our purpose. I look forward to your continued support as we move forward in the year ahead. Thank you for playing a pivotal role in the ongoing success of Recordati. Together, we are shaping a healthier future. ROB KOREMANS Chief Executive Officer DIVIDENDS Based on the results obtained and consistent with the Company dividend policy, the Board of Directors has proposed a dividend to shareholders of € 0.67 per share, in full balance of the interim 2024 dividend of € 0.60, for all shares outstanding at the ex-dividend date of 19 May 2025, excluding treasury shares in the portfolio at that date, with payment on 21 May 2025 and record date 20 May 2025. The proposed full 2024 dividend is therefore € 1.27 per share (€ 1.20 per share in 2023).
9 GROUP PROFILE
10 GROUP PROFILE RECORDATI AT A GLANCE Revenue 2,341.6 Million Euros Net Income 416.5 Million Euros Employees around 4,580
RECORDATI AT A GLANCE 11 KEY FIGURES * Net income before income taxes, financial income and expenses, depreciation, amortization and write-downs of property, plant and equipment, intangible assets and goodwill, non-recurring items and non-cash charges arising from the allocation of the purchase price of EUSA Pharma and Enjaymo® to the gross margin of acquired inventory according to IFRS 3. ** Net income excluding the amortization and write-down of intangible assets (except software) and goodwill, non-recurring items, non-cash charges arising from the allocation of the purchase price of EUSA Pharma and Enjaymo® to the gross margin of acquired inventory pursuant to IFRS 3, and monetary net gains/losses from hyperinflation (IAS 29), net of tax effects. *** Proposed by the Board of Directors. Million Euros 2020 2021 2022 2023 2024 REVENUE 1,448.9 1,580.1 1,853.3 2,082.3 2,341.6 EBITDA * AS % OF REVENUE 39.3 38.1 36.3 37.0 37.0 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 EBITDA * Million Euros 569.3 602.3 672.8 769.6 865.8 2020 2021 2022 2023 2024 RESEARCH & DEVELOPMENT Million Euros 146.2 166.1 220.1 255.7 286.0 2020 2021 2022 2023 2024 DIVIDEND PER SHARE Euro 1.05 1.10 1.15 1.20 1.27 *** 2020 2021 2022 2023 2024 Euro NET INCOME PER SHARE 1.725 1.874 1.519 1.893 2.019 Euro ADJUSTED NET INCOME PER SHARE 2.551 1.995 2.061 2.302 2.757 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 ADJUSTED NET INCOME ** Million Euros 410.4 424.6 473.3 524.6 568.9 2020 2021 2022 2023 2024 NET INCOME Million Euros 355.0 386.0 312.3 389.2 416.5
RECORDATI AT A GLANCE 12 PHARMACEUTICAL REVENUE BY THERAPEUTIC AREA PHARMACEUTICAL REVENUE BY GEOGRAPHY BALANCE SHEET at 31 December 2024 71.0 Non-Current Assets 36.6% Shareholder's Equity 29.0% Current Assets 45.3% Non-Current Liabilities 18.1% Current Liabilities SPECIALTY & PRIMARY CARE 64.4% RARE DISEASES 35.6% Pharmaceutical chemicals 2.5% Cough and Cold 5.9% Gastro & Intestinal 9.3% Other areas 13.2% Cardiovascular 16.4% Urology 17.1% Endocrinology 13.7% Metabolic 11.1% Hema-Oncology 10.8% Pharmaceutical chemicals 2.5% Cough and Cold 5.9% Gastro & Intestinal 9.3% Other areas 13.2% Cardiovascular 16.4% Urology 17.1% Endocrinology 13.7% Metabolic 11.1% Hema-Oncology 10.8% US 17.1% Italy 14.4% Other International sales 12.4% Spain 9.4% France 7.7% Other CEE 7.4% Other Western Europe 7.2% Germany 7.1% Russia, Ukraine, other CSI 6.6% Türkiye 5.8% Portugal 2.9% North Africa 2.0% SHAREHOLDER’S EQUITY 1,876.8 Million Euros NET FINANCIAL POSITION (2,154.3) Million Euros
RECORDATI AT A GLANCE 13 THE RECORDATI SHARE Listing: Borsa Italiana, Blue Chip segment, healthcare ISIN Code: It 0003828271 Ticker: Bloomberg REC IM, Reuters RECI.MI Index: FTSE MIB, FTSE Italia All-Share Health Care Index, FTSE Italia All-Share Pharmaceuticals & Biotechnology Index, FTSE4Good Index Series, STOXX Europe 600, Euro STOXX Health Care, MSCI Indexes Share Capital: n. 209,125,156 common shares Nominal value: € 0.125 per share EPS (diluted): € 1.992 Dividend per share: € 1.27* * Proposed by the Board of Directors DIVIDEND (Euro per Share) * Proposed by the Board of Directors. 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 1.20 0.50 0.60 0.70 0.85 0.92 1.00 1.05 1.10 1.15 1.27*
RECORDATI AT A GLANCE 14 COMPARED TO FTSE ITALIA ALL-SHARE Source: FactSet COMPARED TO STOXX 600/HEALTHCARE Source: FactSet PRINCIPAL SHAREHOLDERS at 31 December 2024 90 100 110 120 130 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 Recordati Industria Chimica e Farmaceutica S.p.A. FTSE MIB 90 100 110 120 130 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 Recordati Industria Chimica e Farmaceutica S.p.A. STOXX Europe 600 Health Care Consortium of investment funds controlled by CVC Capital Partners 51.8% Free float 46.8% Treasury Stock 1.4%