1 INTEGRATED CONSOLIDATED FINANCIAL STATEMENTS 2025
2 RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A. Company under the management and coordination of Rossini Luxembourg S.àr.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 ROB KOREMANS Chief Executive Officer LUIGI LA CORTE JOANNA LE COUILLIARD Independent GIAMPIERO MAZZA DIVA MORIANI Lead Independent Director PIERGIORGIO PELUSO Independent CATHRIN PETTY STEPHEN SANDS Independent KIM STRATTON CONTROL, RISK AND CSR COMMITTEE DIVA MORIANI Chair PIERGIORGIO PELUSO STEPHEN SANDS REMUNERATION AND NOMINATIONS COMMITTEE JOANNA LE COUILLIARD Chair DIVA MORIANI STEPHEN SANDS BOARD OF STATUTORY AUDITORS ANTONIO SANTI Chair EZIO SIMONELLI SILVIA MINA Statutory Auditors ANDREA BALELLI Alternate Auditor AUDIT FIRM EY S.p.A.
3 The 2025 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 2024 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.
INTEGRATED CONSOLIDATED FINANCIAL STATEMENTS 2025 4 TABLE OF CONTENTS LETTER TO OUR SHAREHOLDERS 5 • Chairman’s Letter 5 • CEO’s Letter 7 GROUP PROFILE 10 RECORDATI AT A GLANCE ....................................................................................... 11 • Key figures 12 • The Recordati share 14 • Geographical presence 16 COMPANY OVERVIEW .............................................................................................. 18 • Our purpose, VALUES and company culture 19 • Our growth journey 23 • Our core therapeutic areas 26 • Our product pipeline and future developments 44 • Our industrial operations 48 • Our responsible growth 56 MANAGEMENT REPORT 59 REVIEW OF OPERATIONS ......................................................................................... 60 FINANCIAL HIGHLIGHTS 61 SALES OVERVIEW 66 • Sales by therapeutic area 67 • Sales by geographic area 73 KEY FINANCIALS 83 • Income Statement 84 • Net financial position 88 • Reconciliation between the parent company’s shareholders’ equity and net income and Group consolidated shareholders’ equity and net income 89 • Related-party transactions 89 • Subsidiaries outside the european union 90 • Significant transactions, disclosure requirements derogation 90 • Atypical and/or unusual transactions 90 • Information on “essential intagibles” pursuant to art. 15 of italian lgs. decree 125/2024 90 RISK ASSESSMENT AND MANAGEMENT 92 BUSINESS OUTLOOK 103 CONSOLIDATED SUSTAINABILITY STATEMENT .................................................105 GENERAL INFORMATION 106 ENVIRONMENTAL INFORMATION 164 SOCIAL INFORMATION 216 GOVERNANCE INFORMATION 279 CERTIFICATION OF THE SUSTAINABILITY STATEMENT 294 AUDITOR’S REPORT 296 CONSOLIDATED FINANCIAL STATEMENTS 302 CONSOLIDATED FINANCIAL STATEMENTS .........................................................303 EXPLANATORY NOTES 309 CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS 363 AUDITOR’S REPORT 365
LETTER TO OUR SHAREHOLDERS 5 LETTER TO OUR SHAREHOLDERS CHAIRMAN’S LETTER Dear Shareholders, The year 2025 confirmed both a positive development within the pharmaceutical sector and the enduring relevance of its role within society. While healthcare systems continue to evolve and expectations of our industry are rising, the fundamental drivers of long-term growth remain firmly in place. Throughout 2025, Recordati maintained a clear strategic direction, supported by strong governance and a long-term outlook, well positioning the Group to continue to navigate change and create long-term sustainable value. Two structural trends that shaped our industry in 2025 are demographic change that drives rising healthcare demands across regions, and the persistent unmet needs of patients with rare and complex diseases. These forces are evident not only in mature markets but increasingly across emerging geographies, where access, affordability and system capacity present challenges as well as opportunities. Together, these trends continue to define both the responsibilities and opportunities for Recordati. The Group is well positioned to respond through its diversified portfolio and broad international footprint. This footprint enables Recordati to adapt to local healthcare needs while maintaining focus on therapeutic areas where it has established expertise and scale. In 2025, governance and long-term strategic stewardship remained important focus areas. In April, the Shareholders’ Meeting appointed a new Board of Directors, which brings outstanding expertise in the pharmaceutical and financial sectors, both nationally and internationally, alongside solid managerial experience. Its composition reflects the guidelines set by the outgoing Board following a thorough self- assessment process, conducted in line with best governance practices and careful consideration of the Group’s future strategic needs. During the year, the Board also approved the 2025-2027 Three-Year Plan, which sets out the Group’s strategic priorities and objectives for the coming years. Its development was the subject of an in-depth discussion process that, for the first time, also brought together the outgoing Board, the newly nominated Board candidates and the Executive Leadership Team. This strategic dialogue fostered continuity, alignment and a shared understanding of Recordati’s next phase of development. The newly appointed Board of Directors and the Three-Year Plan together provide a solid foundation for sustainable and continued growth, fully consistent with Recordati’s mission and values. They also reaffirm the Company’s commitment to a balanced and responsible capital allocation approach, aimed at supporting future growth investments while ensuring appropriate remuneration for all our shareholders. The new Board also had the opportunity to visit our main chemical-pharmaceutical manufacturing site in Campoverde di Aprilia (Rome), a historic facility operating since 1963 and now at the centre of a significant industrial transformation, aimed at strengthening the vertical integration of our production chain, optimising asset utilisation, and consolidating the site’s regulatory and operational excellence. During the visit, the Board reviewed the key initiatives underway to support this direction, including the development of a photovoltaic plant of approximately 10 MWp which, once completed, will be among the largest industrial photovoltaic installations in Italy in terms of both scale and technology, and will contribute to reducing the Group’s carbon footprint. In 2025, the first phase was completed with the installation of 4 MWp (approximately 7,000 panels covering a total surface area of 40,000 square metres).
LETTER TO OUR SHAREHOLDERS 6 Beyond its financial and operational results, Recordati continues to place strong emphasis on governance, sustainability and scientific contribution, with ongoing initiatives reflecting the Group’s long-standing commitment to responsible growth and to advancing research in areas of significant unmet medical need. In 2025, the call for applications was launched for the 2025–2026 edition of the Arrigo Recordati Prize, now in its twelfth edition, dedicated to recognising and supporting researchers who have made a significant contribution to advancing research in the field of paediatric oncology, with a specific focus on sarcomas. Looking ahead, 2026 will mark the 100th anniversary of Recordati. With roots dating back to a family-run pharmacy in Northern Italy in the 1920s, the Group has evolved over time into an international healthcare company. This milestone represents not only a source of personal pride, but above all a reminder of the responsibility we bear to steward Recordati with a long-term perspective and enduring commitment, consistent with the principles that have shaped its history. I would like to thank all our employees for the continued commitment and dedication they have shown throughout the year, our CEO Rob Koremans and the Executive Leadership Team for their leadership, and finally the Board of Directors for their support and constant encouragement to ensure we are fully prepared to meet both present and future strategic challenges. As Chairman of the Board of Directors, I remain committed to supporting Recordati’s growth by fostering robust governance, encouraging thoughtful strategic debate, and maintaining a clear focus on the creation of sustainable value for our patients, shareholders and all our stakeholders. Thank you for your continued trust and support. Yours sincerely, Andrea Recordati Chairman
LETTER TO OUR SHAREHOLDERS 7 CEO’S LETTER Dear Shareholders, Throughout 2025, I have seen first-hand the dedication and care with which our people support patients around the world and the healthcare professionals who treat them. Across our businesses and geographies, teams remained focused on what matters most: ensuring that our medicines reach those who rely on them, guided at every step by integrity and a clear commitment to putting patients first. This reflects our purpose of Unlocking the full potential of life, and it continues to guide all that we do. 2025 was a challenging year, marked by foreign exchange headwinds, continued pressure on pricing and access, and rising expectations from healthcare systems. Against this backdrop, we delivered solid results, leading to continued robust growth and higher margins. Our positive performance was supported by disciplined execution and close collaboration across functions and regions. In 2025, the number of patients we served increased across both our businesses. More than 100 million people benefited from our Specialty & Primary Care portfolio, while almost 20,000 patients living with rare diseases received dedicated treatments. This growth reflects the reach of our portfolio and our continued focus on patient access. In Rare Diseases, we made further progress in identifying and treating patients who can benefit from our therapies, supported by enhanced medical engagement and closer collaboration with the healthcare community. A particular focus during the year was the continued global expansion of Isturisa® (osilodrostat) for the treatment of Cushing’s syndrome. In the United States, the indication was expanded to include a broader population of patients with endogenous hypercortisolemia, while Isturisa® was launched in Brazil and Canada. These milestones reflect sustained efforts across our regulatory, medical and commercial teams, and reinforce Isturisa®’s role as a cornerstone of our Rare Diseases portfolio. In particular, the label extension in the US has allowed us to increase the estimated peak year sales of Isturisa® to more than €1.2 billion. In Specialty & Primary Care, our focus remained on delivering consistent performance across our therapeutic areas, while selectively strengthening the portfolio in areas where we have established expertise. A clear example was the exclusive licensing and supply agreement with Amarin to commercialise Vazkepa® (icosapent ethyl) across 59 countries, with a focus on Europe, strengthening our cardiovascular portfolio and allowing us to leverage our existing commercial infrastructure through a disciplined, partnership-driven approach. During 2025, we also began bringing our 2025-2027 Three-Year Plan to life across Recordati, translating strategic priorities into clear focus areas. This work is further strengthening alignment across the organisation and providing greater clarity and discipline in how priorities are set and delivered. We remain committed to disciplined execution, geographic expansion, and investing selectively and responsibly in research and development, with a strong emphasis on lifecycle management. In parallel, we continued to focus on the reliability, quality, and compliance of our manufacturing and supply network, recognising their importance in ensuring continuity of supply and maintaining trust. From a financial perspective, we delivered double-digit revenue growth of 11.8%, with EBITDA increasing by 14.5% and adjusted net income by 14.5%. Reflecting this performance, we are proud to propose a full-year 2025 dividend of € 1.34 per share, demonstrating our continued commitment to sustainable shareholder returns. Responsible growth is a cornerstone of our business. During 2025, we maintained our position across the main ESG indices and sustainability ratings, reflecting the consistency of our approach and the robustness of our practices. The company was again included in the FTSE4GOOD Index series and MIB ESG index, run by Euronext and Borsa Italiana. MSCI ESG Research confirmed Recordati’s A rating, and the Group was rated B- with “Prime” status by ISS ESG, awarded to companies with a leading sustainability performance in their
LETTER TO OUR SHAREHOLDERS 8 industry. Furthermore, Recordati received a “Gold” rating from EcoVadis. These external recognitions underline our commitment to operating responsibly while creating long-term value for all stakeholders. At Recordati, we continue to place great emphasis on our culture. We know that 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 2025, we took an important step in articulating what makes Recordati distinctive by introducing refreshed values and the Recordati Flame. While these values have long been present in our culture, 2025 marked a deliberate shift to make them explicit, shared, and more actively lived across the organisation. The Recordati Flame symbolises the commitment and passion our people bring to their work and unites us in delivering value for patients, healthcare professionals and shareholders. Recordati’s 100th anniversary in 2026 is a landmark milestone, reaffirming the values and principles that have long guided the Group. Looking ahead, the focus is firmly on the next 100 years, strengthening our foundations that allow us to continue serving patients with purpose and responsibility. I would like to thank the Board of Directors for their guidance and support, and our Chairman, Andrea Recordati, for his continued engagement and leadership. To our shareholders, thank you for your trust. We remain fully committed to delivering on our purpose of Unlocking the full potential of life and to shaping a healthier future, guided by the values that define who we are. Together, we are well positioned to continue bringing value to all our stakeholders in the century ahead. Yours sincerely, Rob Koremans Chief Executive Officer
LETTER TO OUR SHAREHOLDERS 9 DIVIDENDS Based on the results obtained and consistent with the Company dividend policy, the Board of Directors has proposed a dividend to shareholders of € 0.71 per share, in full balance of the interim 2025 dividend of € 0.63, for all shares outstanding at the ex-dividend date of 18 May 2026, excluding treasury shares in the portfolio at that date, with payment on 20 May 2026 and record date 19 May 2026. The proposed full 2025 dividend is therefore € 1.34 per share (€ 1.27 per share in 2024).
10 GROUP PROFILE
11 GROUP PROFILE RECORDATI AT A GLANCE Revenue 2,618.4 million euros Net Income 443.6 million euros Employees approximately 4,700
RECORDATI AT A GLANCE 12 2021 2022 2023 2024 2025 euro ADJUSTED NET INCOME PER SHARE 2.551 2.061 2.302 2.757 2021 2022 2023 2024 2025 REVENUE 1,580.1 1,853.3 2,082.3 2,341.6 2,618.4 EBITDA * AS % OF REVENUE 38.1 36.3 37.0 37.0 2021 2022 2023 2024 2025 37.8 2021 2022 2023 2024 2025 EBITDA * million euros 602.3 672.8 769.6 865.8 991.1 2021 2022 2023 2024 2025 RESEARCH & DEVELOPMENT million euros 166.1 220.1 255.7 286.0 341.0 2021 2022 2023 2024 2025 DIVIDEND PER SHARE euro 1.10 1.15 1.20 1.27 1.34 *** euro NET INCOME PER SHARE 1.874 1.519 1.893 2.019 2.159 2021 2022 2023 2024 2025 ADJUSTED NET INCOME ** million euros 424.6 473.3 524.6 568.9 651.1 2021 2022 2023 2024 2025 NET INCOME million euros 386.0 312.3 389.2 416.5 443.6 3.169 2021 2022 2023 2024 2025 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
RECORDATI AT A GLANCE 13 PHARMACEUTICAL REVENUE BY THERAPEUTIC AREA PHARMACEUTICAL REVENUE BY GEOGRAPHY BALANCE SHEET As of 31 December 2025 68.1 Non-current assets 36.6% Shareholder's equity 31.9% Current assets 43.4% Non-current liabilities 20.0% Current liabilities SPECIALTY & PRIMARY CARE 58.7 % RARE DISEASES 41.3% SHAREHOLDER’S EQUITY 1,919.8 million euros NET FINANCIAL POSITION (2,037.3) million euros US 20.1% Other International sales 13.3% Italy 12.6% Spain 8.8% Other CEE 7.3% Russia, Ukraine, other CSI 7.2% France 7.0% Germany 7.0% Other Western Europe 6.6% Türkiye 5.0% Portugal 2.8% North Africa 2.3% Pharmaceutical chemicals 2.3% Cough and cold 4.7% Gastro-intestinal 9.1% Other areas 11.8% Cardiovascular 15.1% Urology 15.7% Hema-oncology 15.8% Endocrinology 15.1% Metabolic 10.4%
RECORDATI AT A GLANCE 14 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): € 2.121 Dividend per share: € 1.34* * Proposed by the Board of Directors DIVIDEND (Euro per Share) * Proposed by the Board of Directors 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 1.20 0.60 0.70 0.85 0.92 1.00 1.05 1.10 1.15 1.27 1.34*
RECORDATI AT A GLANCE 15 COMPARED TO FTSE ITALIA ALL-SHARE Source: FactSet COMPARED TO STOXX 600/HEALTHCARE Source: FactSet PRINCIPAL SHAREHOLDERS as of 31 December 2025 Consortium of investment funds controlled by CVC Capital Partners 46.8% Free float 50.9% Treasury Stock 2.3% 80 90 100 110 120 130 140 150 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Recordati S.p.A. FTSE MIB 80 90 100 110 120 130 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Recordati S.p.A. STOXX Europe 600 Health Care
RECORDATI AT A GLANCE 16 GEOGRAPHICAL PRESENCE Present in around 150 countries with our SPC products and our treatments for rare diseases in years 2024-2025 SPECIALTY & PRIMARY CARE (SPC) Subsidiaries, branches, permanent establishment and direct promotion Armenia, Austria, Belarus, Belgium, Bulgaria, Czech Republic, Denmark, Estonia, Finland, France, Georgia, Germany, Greece, Iceland, Ireland, Italy, Kazakhstan, Latvia, Lithuania, Luxembourg, Mongolia, Netherlands, Norway, Poland, Portugal, Romania, Russian Federation, San Marino, Slovakia, Spain, Sweden, Switzerland, Tunisia, Türkiye, Turkmenistan, Ukraine, United Kingdom, Uzbekistan. Licensees, distributors, commercial agreements Albania, Algeria, Angola, Argentina, Australia, Azerbaijan, Belize, Benin, Bosnia and Herzegovina, Brazil, Burkina Faso, Cambodia, Cameroon, Cape Verde, Central African Republic, Chile, China, Colombia, Congo (Rep.), Costa Rica, Croatia, Cyprus, Djibouti, Dominican Republic, Ecuador, El Salvador, French Guiana, French Polynesia, Gabon, Guadeloupe, Guatemala, Guinea, Honduras, Hong Kong, Hungary, Indonesia, Iraq, Israel, Ivory Coast, Japan, Jordan, Kenya, Kosovo, Kyrgyzstan, Lebanon, Libya, Macedonia, Madagascar, Malaysia, Mali, Martinique, Mauritania, Mauritius, Mayotte, Mexico, Moldova, Morocco, New Caledonia, New Zealand, Nicaragua, Niger, Pakistan, Panama, Paraguay, Philippines, Qatar, Réunion, Saint-Pierre et Miquelon, Saudi Arabia, Senegal, Serbia, Singapore, Slovenia, South Africa, South Korea, Sri Lanka, Taiwan, Tajikistan, Tanzania, Thailand, Togo, Uganda, United Arab Emirates, Uruguay, Vatican City State, Venezuela, Vietnam, Wallis and Futuna.