Annual Report

2022

Our Mission

Renewing the pleasure of your Daily-Break

Service

Quality

Choice

Chairman's letter

5

Annual Report 2022 · Profile

In 2022, IVS Group celebrated its first 50 years of life, bringing together, on various occasions, the employees of all the Italian and foreign companies of the group.

The level of participation and energy that emerged from these meetings confirmed that our company has also maintained the spirit of its origins, despite its large sizes, which is necessary to preside over an increasingly complex market as a leader. Since our beginnings, the sense of belonging and friendship have not been empty words, but real and important values, which improve the work that each of us is called to carry out, with competence, commitment, and passion.

The celebrations of our half century of existence were also important for two other reasons. First, they were occasions to welcome as full members of a larger family old and new friends and colleagues from the Liomatic and GeSA groups, which have been part of IVS Group since July 2022. Second, the celebration of our company together, in a difficult historical and economic moment due to international crises and the aftermath of the pandemic, is meant as a message of confidence in the future.

United we have faced complex years. We have always aimed for development and have been aware that growing and carrying out one's duties always better are the best way to overcome the critical moments, which every company, every community, every nation, sooner or later must face. It is an attitude that requires commitment and sacrifices and that's why it's also right to celebrate and feel like a winning team.

The new and grown IVS group - whose numbers can be summarised in over 1 billion yearly vends, a pro-forma consolidated turnover of around 700 million Euros, a presence in 7 countries and around 4,000 staff members

6

Annual Report 2022 · Profile

- will require a few years of intense work to achieve the objectives that we have set ourselves following the integration between IVS, Liomatic and GeSA. The bigger size of our company will increase complexity, but it will also bring new resources, ideas, and the possibility of pooling together everyone's best skills. Our history and the realities of the market require us to make the most of this opportunity, by learning, teaching, and applying – depending on the situation - the best practices in our sector.

The attention we have and will continue to pay to the vending business has not prevented us from looking beyond our corporate perimeter to the communities in which we operate, meeting, where possible, needs that are not always visible.

At least two examples are worth mentioning. The first example concerns BreakCotto, a limited liability social enterprise, set up by us with external partners. The venture brings together IVS employees and some of our branches, who support, assist, and provide real and dignified work to a number of autistic children from the education centers of the Cottolengo Institute. It is perhaps a less high-sounding commitment than other big environmental and social issues for the improvement of corporate ESG responsibilities, which we also continue to strive towards. But in certain situations, even a small but concrete effort can make a big difference. BreakCotto is no longer just a project. It is a growing reality, so much so that it has come to the knowledge of the Holy Father, Pope Francis, who on April 1st, 2022 met a group of these boys and IVS employees in a private audience in Rome. The second example is the multi-year continuation of the scholarship program named after the founder of IVS, Cesare Cerea. In 2022, despite the economic crisis or perhaps precisely because of it, we decided to expand the number of recipients. The scholarship is awarded to the most deserving high school or university graduates, children of employees of IVS Group.

Being a large company and an excellent company is measured not only in the balance sheet, but also by such undertakings.

Two years ago, in the midst of the Covid emergency, we

foresaw major changes in the vending market. These changes have materialised and IVS has experienced them firsthand. Today, we are aware that new and demanding challenges await us. But as in the past, we know we have the financial, technical, and human resources necessary to face them with realism and confidence. IVS Group is more alive than ever.

7

Annual Report 2022 · Profile

SHARE

827.2

Million of vends

91

Million EBITDA

542.1

Million of revenues

Trend

Volume

Trend

Volume

SENIOR UNSECURED NOTES 20

Italy/France/Spain/Switzerland/ San Marino

Poland/Germany/Portugal

Branches 132

8

Annual Report 2022 · Profile

9

Annual Report 2022 · Profile

Total Revenues +52.3%

Vending Sales +33.1%

Ebitda Adjusted +26.6%

Vends +26.8%

Ebitda Reported +30.3%

Average Sale Price +5.0%

10

Annual Report 2022 · Profile

Number of branches

86

in Italy

2

in Switzerland

5

in France

4

in Germany

11

Annual Report 2022 · Profile

Wide geographical footprint with significant opportunities to enhance local density 

IVS is the market leader in the Italian vending machine operator's sector, with a nationwide operations

A significant presence in foreign European markets (second player in Europe)

Profitable operations in each market

IVS is the only public listed vending company

The Group’s strategy will be focused on strengthening local density in a number of regional markets, enabling IVS to better leverage its fixed cost base by building local concentration in strategic towns and areas

Leading consolidator

in the domestic market 

Significant competitive advantage in identifying, executing and integrating acquisitions relative to its peers, demonstrated by a proven track record

More than 210 companies or business units have been acquired by IVS since 2007

12

Annual Report 2022 · Profile

13

Annual Report 2022 · Profile

'72

'22

14

Annual Report 2022 · Profile

Vending Business Model

IVS, although not being a manufacturer, has a very strong technical expertise in vending machines production. This skill is used in the internal departments where the revamping of the VMs is carried put, and allows also IVS to co-work with the VMs manufacturers, investing in the possible innovations and developing the state of the art applications for the industry.

Key figures by product- (2022)

AUTO VMs - MIX

AUTO

VMs - HOT

38.0%

46.6%

vending machines

30.1%

26.0%

vending machines

31.9%

27.4%

vending machines

9.9%

11.3%

vends

58.3%

59.6%

vends

31.7%

29.1%

vends

7.8%

9.1%

sales

49.4%

51.8%

sales

42.8%

39.1%

sales

15

Annual Report 2022 · Profile

Such a capacity represents a real competitive advantage, giving in some cases the right to use first and / or on exclusive basis, for certain periods, new models of vending machines, new IT and other digital applications, as in the telemetry or payments systems.

Key figures by location

(Auto VMs 2022)

PUBLIC

CORPORATE

TRAVEL

2.3%

3.3%

vending machines

76.4%

71.2%

vending machines

21.3%

25.2%

vending machines

4.0%

3.8%

vends

71.5%

69.4%

vends

24.5%

26.8%

vends

9.8%

8.9%

sales

65.0%

63.7%

sales

25.2%

27.4%

sales

2022 2021

vending machines

vending sales

vends

16

Annual Report 2022 · Profile

Company Officers

17

Annual Report 2022 · Profile

Boards of Directors*

Paolo Covre

Chairman

Paolo Caporali

Vice Chairman

Adriana Cerea

Executive director

Maurizio Traglio

Non-executive director

Monica Cerea

Non-executive director

Mariella Trapletti

Non-executive director

Luigi De Puppi

Independent non-executive director

Elisabetta Dall'Olio

Independent non-executive director

*Marco Maria Fumagalli , indipendent non-executive director in charge since March 20th, 2023

18

Annual Report 2022 · Profile

Legenda:

VENDING COMPANIES

FINANCIAL COMPANY

COIN DIVISION COMPANIES

OCS COMPANIES

RESALE COMPANIES

HO.RE.CA. COMPANIES

RENTING COMPANIES

VENDING MACHINES PROUDUCER COMPANY

REAL ESTATE COMPANY

Legenda flags:

LUXEMBOURG

IVS Italia S.p.A.

100 %

Demomatic S.A.

92.5 %

99 %

100 %

87 %

13 %

IVS France S.a.S.

Alfragest S.a.S.

80 %

1 %

S.C.I. +39

MB Web S.a.S.

Time Vending S.r.l.

(Joint Ventures

with Cremonini)

Universo Vending S.p.A.

Eurovending S.r.l.

50 %

50 %

33.3 %

100 %

100 %

70 %

5 %

20 %

Commerciale Distributori S.r.l.

Distribuzione 2003 S.r.l.

Modena Distributori S.r.l.

100 %

100 %

25 %

D.A.V.

S.L.

Wefor S.r.l.

Breskui S.r.l.

Olympo

S.r.l.

(Joint Ventures)

Man24 S.r.l.

Valor Vending S.L.U.

Automatic F. Company S.L.

IVS H24

S.r.l.

90 %

Breakcotto S.r.l.

impresa sociale

100 %

Ge.O.S. Group S.p.A.

12.95 %

Liomatic S.p.A.

81.63 %

23.38 %

0.39 %

Autobar S.r.l.

75.24 %

53.35 %

99 %

74.50 %

Grana Caffè S.r.l.

Modo S.p.A.

Ge.o.s. Sardegna S.p.A.

Express S.r.l.

Ediwen Group Gmbh

11.1 %

2.53 %

IVS Group

Swiss S.A.

in liquidation

90 %

Liomatic San Marino S.r.l.

A.G. Consulting S.r.l.

Ciesse Caffè S.r.l.

Group Structure

19

Annual Report 2022 · Profile

33 %

30 %

60.92 %

40 %

IVS Rent1 S.r.l.

100 %

100 %

58.09 %

20.84 %

Immobiliare Santo Spirito S.p.A.

100 %

8 %

CSH S.r.l.

100 %

60 %

2.1 %

2.2 %

Coin Service Nord S.p.A.

100 %

51 %

14 %

Centy S.r.l.

Coinmat S.r.l.

92.7 %

44.5 %

15 %

28 %

53.3 %

Coin Service S.p.A.

Moneynet S.p.A.

Venpay S.p.A.

100 %

100 %

N-And Group Ltd

RSR S.r.l.

N-And Italia S.r.l.

Manta Servizi S.r.l.

VAT S.r.l.

N-And Technologies Limited

22.60 %

7.70 %

25.96 %

Vendomat S.p.A.

MIDA S.r.l.

25 %

Nova Plast S.r.l.

Ge.S.A. S.p.A.

100 %

Espressa Coffee & Water S.A.

Coffee’n S.r.l.

Espressa C&W S.A.

100 %

14.29 %

14.29 %

14.29 %

14.29 %

Consorzio Internazionale del Vending

60 %

Aora Vending Sp. z o.o.

The IVS Group presents the following structure as of December 31th, 2022:

98.75 %

Cialdamia S.r.l.

20

Annual Report 2022 · Profile

21

Annual Report 2022 · Profile

22

Annual Report 2022 · Profile

23

Annual Report 2022 · Profile

MANAGEMENT REPORT

24

Annual Report 2022 · Management Report

Management Report

Dear Shareholders,

The IVS Group’s Consolidated Financial Statements as of December 31st, 2022 (the “Consolidated Financial Statement”), drawn up under the International Financial Reporting Standards approved by European Union (IFRS), show a profit for the year of EUR 7,617 thousand, after a tax benefit of EUR 855 thousand, amortization and depreciation of EUR 69,085 thousand and financial expenses of EUR 16,082 thousand.

The annual accounts (the “Annual Accounts”) of IVS Group S.A. (the “Company” or the “Parent”), which are prepared under the Luxembourg national accounting standards, show a loss of EUR 13,394 thousand after a tax benefit of EUR 566 thousand.

We have our registered office at 18 Rue de l’Eau, L-1449 Luxembourg, the Company is registered with the Luxembourg Register of commerce and companies (the “RCSL”) under number B 155.294, our operational headquarter is in Seriate, Italy and our Shares (as defined in section “Shares issued”) are listed on the Italian Stock Exchange.

The Parent has prepared a single directors’ report, following enactment of EC directive no. 2013/34/EU, as amended, on the accounting harmonization between Member States.

In this document, we present certain measures, including EBITDA, EBITDA Adjusted, EBIT, EBIT Adjusted, Net Financial Indebtedness, Net Financial Position, Net fixed assets, Net working capital, Total Net Revenues, Net profit/(loss) for the year Adjusted and Gross Margin that are or may be considered Alternative Performance Measures (“APMs”) as defined by ESMA Guidelines on APMs. These financial measures are better described and reconciliated with line items of the Consolidated Financial Statements, which are prepared in accordance with International Financial Reporting Standards as adopted by EU (IFRS), in section “Alternative Performance Measures”.

In addition, 2021 consolidated figures have been restated manly to reflect the finalization of purchase price allocation provisionally accounted in previous Consolidated Financial Statements, and to reclassify certain items to ensure a better and comparable presentation with the current period. Further details on the restated figures are provided in paragraph “Basis of preparation of the financial statements” in the Explanatory notes to the Consolidated Financial Statements.

25

Annual Report 2022 · Management Report

COMPANY OVERVIEW1

The IVS Group is the second largest vending machine operator in Europe (a highly fragmented market) and the only public listed vending company, with a 7% of market share as reflected in the figures published by the EVA (European Vending Association).

According to the latest report of CONFIDA, the Italian association of vending sector companies (based on 2021 figures), IVS has a 21% of market share and it is the most important operator in Italy.

Italy represents IVS Group principal market (approximately 82.7% of Group’s total revenues, 82.4% in the year ended December 31st, 2021); nevertheless, IVS Group operates also in the France, Spain and other European countries (including Switzerland, Germany, Portugal, Poland and the Republic of San Marino, hereinafter also “Other Countries” or “Other”),

With around 50 years of experience in the vending industry, IVS Group is the only Italian player with a nationwide presence.

BUSINESS OVERVIEW

On July 2022, the Group acquired Liomatic, Gesa and Vendomat, whose results are included in the Consolidated Financial Statements starting from July 1st, 2022 (the “M&A Contribution”). Due to the significance of the M&A Contribution, the comparability of our results of operations for the year ended December 31st, 2022 with our results of operations for the year ended December 31st, 2021 is limited. In addition, in the year ended December 31st, 2022 the Group acquired the N-And Group and other minor businesses.

The table below shows the contribution of the majors acquisition completed in the year to revenues and EBITDA Adjusted (from their date of acquisition)

1. Cautionary Statement Concerning Forward-looking statements

This annual report and any other oral or written statements made by us to the public may contain “forward-looking statements”. Forward looking statements are based on management’s current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements.

We use words such as “aim”, “will likely result”, “will continue”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “should”, “will pursue”, “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe” and words and terms of similar substance to identify forward-looking statements, but they are not the only way we identify such statements. All forward-looking statements are management’s present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors include the risks related to our business discussed under “Principal Risks and Uncertainties”, among them, the following:

our ability to implement our business strategy or to grow through acquisitions, joint ventures and other investments;

the competitive environment in our business and our industry;

our ability to price our products and services in accordance with our strategy;

general macroeconomic and political conditions and developments in the countries in which we operate;

fluctuations in costs related to fuel and transportation inputs, food, coffee and other commodity prices;

impact of seasonal variation and abnormal weather;

loss of major customers and/or inability to establish new customer relationships;

By their nature, certain disclosures relating to these and other risks are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses that may affect our financial condition and results of operations could differ materially from those that have been estimated. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this annual report.

Except as required by law, we are not under any obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or else.

With regard to the other minor business combinations (excluding Ge.S.A. Group, Liomatic Group, Vendomat, N-And Group) finalized in the year ended December 31st, 2022, the table below shows their contribution to the Group gross margin (from their date of acquisition and excluding the contribution of the business unit leased by the Group since previous years, mentioned above):