• Strong growth in the economic and financial KPIs
  o Revenues: €3,463.7 million (+20.9%)
  o EBITDA: €209.3 million (+20.5%); 6.0% margin
  o Net Income: €90.4 million (+12.3%)
  o Adjusted Net Cash of €93.8 million, up €84.9 million, thanks to a €266 million operating cashflow generation
• Total Backlog of €8.6 billion
• Commercial Pipeline of €54 billion, up about €7 billion
• The Board approved the proposal regarding the allocation of profit for distribution of dividend for a total amount of €40.7 million
• The Board approved the Industrial Reorganization of the Group

Milan, 1 March 2023 - Maire Tecnimont S.p.A.’s Board of Directors has reviewed and approved today the 2022 Draft Statutory and the Group’s Consolidated Financial Statements, which show a Net Income of €38.9 million and a Consolidated Net Income of €90.4 million, respectively.

Consolidated Financial Results as at 31 December 2022

Maire Tecnimont Group Revenues were €3,463.7million, up 20.9%. Higher volumes, notwithstanding the interruption of projects located in Russia during the course of the year, reflect the expected progress of the projects in other regions, included in the large backlog thanks both to the progression of existing projects towards phases which can generate higher volumes, and to the start of recently acquired projects.

Business Profit was €298.7 million, up 16.8% with a margin of 8.6%.

G&A costs were €80.0 million, up 9.7% due to the strengthening of the organization in support of the growing activities of the Group, but with a lower cost ratio of 2.3% vs. 2.5%.

EBITDA was €209.3 million, up 20.5% thanks to higher revenues. Margin is 6.0% in line with the previous period.

Amortization, Depreciation, Write-downs, and Provisions were €51.3 million, up mainly due to the amortization of new assets instrumental to the digitalization process of the Group.

EBIT was €158.0 million, up 21.6%, with a margin of 4.6%.

Net Financial Charges were €28.9 million, vs. €16.1 million. The 2022 figure was impacted from the negative net valuation of derivative contracts of €6.5 million vs. a positive valuation of €10.0 million, with a net negative change of approximately €16.5 million.

Financial charges, net of the aforementioned effects as of 31 December 2022, is substantially in line as a result of an increase in interest rates incurred during the second half of the year, compensated by a higher financial income due to a higher level of deposits.

Pre-tax Income was €129.1 million, and the tax provision was €38.7 million.

The effective tax rate was approximately 30.0%, in line, mainly due to the various jurisdictions where Group operations have been carried out.

Consolidated Net Income was €90.4 million, up 12.3%, as explained above. Group Net Income was €89.9 million, up 7.9%.

Adjusted Net Cash (net of the above-mentioned values included in the footnote on page 2) was €93.8 million as of 31 December 2022, up €84.9 million vs. 31 December 2021, thanks to a cash generation of €266 million, and taking into account a dividend payment of €60.1 million for FY2021, and the negative impact of the mark-to-market valuation of the FX derivative contracts for €41.4 million. The latter change is the result of the evolution in the exchange rates, mainly of the US Dollar against the Euro during 2022 due to the Russian-Ukrainian crisis. The negative mark-to-market will be offset by future increased operating cash inflows for the same amount.

Consolidated Shareholders’ Equity was €528.1 million, up €0.7 million vs. 31 December 2021. Notwithstanding €90.4 million Consolidated Net Income, and a positive variation of the Translation Reserve of the Group’s foreign Financial Statements for €2.6 million, this item was negatively affected by the changes in the Cash Flow Hedge Reserve for €36.6 million, and by the FY2021 €60.1 million dividend payment.

Performance by Business Unit

Hydrocarbons BU

Revenues were €3,157.6 million, up 13.6%, due to the same reasons commented above. Business Profit was €258.4 million, with a margin of 8.2%. EBITDA was €181.4 million with a margin of 5.7%.

Green Energy BU

Revenues were €306.1 million, up 257.5%, also thanks to a constant growth in the Energy Transition Group activities driven by several partnership agreements signed with various Italian and international counterparties, and to the inclusion of recent projects and initiatives that are characterized by a green component, but which were not previously included in this BU.

Business Profit was €40.3 million, with a margin of 13.2%. EBITDA was €27.9 million with a margin of 9.1% vs. €5.3 million. Such an improvement is due to higher revenues and to a different production mix.

Order Intake and Backlog

Thanks to €3,607.4 million of new orders generated in the 2022, the Group’s Backlog on December 31, 2022 (net of the Russian Projects, as indicated in the footnote on page 3), was €8,614.0 million.

In particular, the main projects awarded to the Group during the year include the following:

• An Engineering, Procurement and Construction (EPC) contract for a petrochemical plant in Qatar, worth about USD1.3 billion;
• An EPCM contract for the implementation of an LPG plant in Algeria, worth about USD380 million;
• An EPC contract for a low-carbon synloop ammonia plant in the Middle East, worth approximately USD300 million;
• An EPC contract with Covestro, for a new aniline plant in Antwerp, Belgium, worth approximately €250 million;
• An EPCM contract for the realization of a Blue Ammonia plant in the United States for approximately USD230 million;
• An EPC contract for a Green Hydrogen Plant in India;

Subsequent events after 31 December 2022

• On January 16, 2023, Maire Tecnimont announced an award for early works related to the onshore facilities of the Hail & Ghasha project, to be executed as part of a consortium, and worth about USD80 million;
• On January 23, 2023, Maire Tecnimont announced the acquisition (through NextChem Holding) of an 83.5% stake in Conser S.p.A., an Italian proprietary technology and engineering firm servicing the Energy Transition. Closing is expected by April 15, 2023;
• On February 6, 2023, Maire Tecnimont announced the acquisition of a controlling stake of the CatC plastic catalytic depolymerization technology from Biorenova S.p.A;
• On February 13, 2023, Maire Tecnimont announced that NextChem was awarded a feasibility study by the Foresight Group to decarbonize the ETA Manfredonia waste-to-energy plant in Italy.

The Board approved the industrial reorganization of the Group

In the fourth quarter of 2022, the Group launched a reorganization (the “Project”) against the backdrop of the broader social and industrial transformation underway globally, which has led to a reshaping of its long-term strategies. In this context, the Board of Directors approved today the industrial reorganizazion of the Group. This entails the concentration of the operations into two business units (“BU’s”). Specifically: i) "Integrated E&C Solutions", covering a general contractor execution activities, so as to achieve economies of scope and synergies on projects with integrated technologies and processes, in addition to greater operational efficiency and reduced overheads; ii) "Sustainable Technology Solutions”, covering all of the Group's sustainable technology solutions/activities, in addition to the high value-added/innovative services primarily focused on the energy transition and the “green acceleration”.

Within the Project, and in particular for the  purpose of the establishment of the business unit “Sustainable Technology Solutions”, the Board of Directors of the Company approved today the equity contribution in the newly incorporated subsidiary NextChem Holding S.p.A. (“NextChem Holding”) by means of the 100% of the share capital of the Dutch subsidiary Stamicarbon B.V. (“Stamicarbon”) and of the 56,67% of the share capital of the subsidiary NextChem S.p.A. (“NextChem” and the “Maire Tecnimont subsidiaries”). It is also expected that Maire Investments S.p.A. (“MI”), holding of the remaining portion of the NextChem`share capital (equal to 43,33%), will confer its NextChem`s interest into NextChem Holding.

In order to implement such equity contributions, it will be resolved a share capital increase upon payment in one single tranche of NextChem Holding – as of today participated by Maire Tecnimont and MI respectively for the 56,67% and for 43,33% – for a total amount of €648,450,000, with exclusion of the option right pursuant to Art. 2441, paragraph 4, of the Italian Civil Code and reserved to the Shareholders Maire Tecnimont and MI, to be released by simultaneous equity contribution of the shares above indicated.

As a result of the equity increase, the share capital of NextChem Holding will be held for the 78,37% by Maire Tecnimont and for the 21,63% by MI, whereas NextChem Holding will hold the entire share capital of NextChem and of Stamicarbon.

The equity contribution has been qualified as a related-party transaction of Greater Importance pursuant to the Consob Regulation No. 17221/2010 (the “Consob Regulations”) and the “Procedure for the management of related party transactions“ in force adopted by the Company (the “Procedure”), as NextChem Holding is controlled by Maire Tecnimont and is participated by MI, both controlled by the same shareholder. The resolution of the Board of Directors has been therefore taken prior motivated favourable binding opinion of the Related Party Committee – unanimously approved - about the interest of Maire Tecnimont in the execution of the share capital increase transaction, having, also, verified the requirements of convenience and substantive and procedural fairness.

Deloitte Financial Advisory S.r.l. S.B. – in its capacity as  independent expert appointed by the Board of Directors of the Company, prior preliminary activities  for this purpose implemented by the Related Parties Committee – has issued two appraisals pursuant to Art. 2343-ter, paragraph 2, letter b) of the Italian Civil Code, to determinate the NextChem and Stamicarbon equity values which will be contributed, as far as a fairness opinion in order to individuate the exchange value, determinated as ratio of equity values of MI and Maire Tecnimont in the company NextChem Holding following the equity contribution transaction.

The Related Party Committee has been also supported by the law firm Tombari D’Angelo e Associati, in the person of Professor Umberto Tombari, in his capacity as its legal independent advisor legale and by the Company WEpartner, in the person of Professor Pietro Mazzola, in his capacity as its economic independent advisor. Said advisors also supported discussion among the Related Party Committee and Deloitte Financial Advisory S.r.l. S.B.

The explanatory document related to the equity contribution transaction, drafted pursuant to Art. 5 and in compliance with the attached chart as of Annex 4 of the Consob Regulation as well as of the Procedure, together with the opinion of the Related Party Committee, as well as the above-mentioned appraisals and fairness opinion, will be available within timing and terms as provided by the relevant law regulations and provisions.

Outlook

The general market context is still significantly impacted by the consequences of international geopolitical tensions, and, as such, it continues to remain critical and uncertain in relation to the overall raw materials price increases and their availability, transport logistics, and procurement.

In a market scenario of increases in the price of natural resources, driven by a strong recovery of the energy demand, the willingness to invest in infrastructures for the transformation of natural resources has remained unchanged, thanks to a strong global demand for several commodities. This is also due to the lack of production originating in the countries impacted by the current conflict, which has particularly affected the Western economies.

The above-mentioned drive to reduce the carbon footprint leads the Group to strengthen the integration between the traditional downstream technologies and a wide range of newly green tech solutions, both proprietary and otherwise available to subsidiaries controlled by NextChem Holding SpA.

2023 Guidance

In light of the above, the company’s guidance for 2023 is as follows: Revenues: €3.8-4.2 billion; EBITDA Margin: 6-7%; Adjusted Net Financial Position in line with the figure as of December 31, 2022, as a result of the strong development of the technology portfolio to support the new strategic approach calling for planned investments ("Capex") in the range of €95-115 million during the year.

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Update on the Group’s Exposure in the Russian Federation

The evolution of the European sanctions’ framework, which has continued from the beginning of the Russia-Ukraine crisis until the present, has led to the suspension of all operating activities in the Country at the end of the First Half.

The restart of the activities in the Third Quarter, including those projects previously suspended, has been substantially impossible, also due to the additional sanctions enforced against the Russian Federation. As a consequence, the remaining value of the Russian projects in the backlog has been removed.

These projects’ financial position continues to be in equilibrium, and no substantial changes to this situation are expected to occur as a consequence of the final contracts’ interruption.

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Update on the Euro Commercial Paper Programme

With reference to the Euro Commercial Paper Programme for the issuance of one or more non-convertible notes launched by the Company and announced to the market on 16 December 2021, and updated, solely in terms of pricing, as of 19 December 2022, the program has been utilized for an amount of €2.5 million, expiring in January 2023. The weighted average interest rate is approximately 2%; in 2022 the total emission of notes was €196.9 million, and €194.4 million in notes were repaid.

The Board approved the proposal regarding the allocation of profit for distribution and payment of dividend for a total of €40.7 million.

The Board of Directors decided to propose to the Ordinary Shareholders' Meeting to allocate the net income for the year of €38,940,115.46 as a dividend, and -- taking into account that there is a "Retained Earnings Reserve" in the financial statements for the total amount of €13,635,878.84, fully attributable to retained earnings for in the fiscal year ended December 31, 2021 -- to distribute a dividend of EUR 0.124, (1) before withholding taxes, for each of the 328,531,135 outstanding ordinary shares, with no par value, as of today and entitled to a dividend, and thus for a total of €40,737,860.74 to be deducted for the amount of €1,797,745.28 from the "Retained Earnings Reserve" and for the amount of €38,940,115.46 from the 2022 net income.

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Webcast Conference Call

The 2022 Financial Results will be presented on March 2, 2023, at 10:30am CET during a webcast held by the Top Management. 

The webcast may be followed by connecting to the website (www.mairetecnimont.com) and clicking on the “Unbox the Future – Capital Markets Day” banner on the Home Page or through the following url: 

https://www.unboxthefuture.it/online/

Alternatively, you may participate in the conference call by calling one of the following numbers:

ITALY: +39 02 8020911

UK: +44 1 21 2818004

USA: +1 718 7058796

The presentation given by the top management will be available at the start of the conference call in the “Investors/Results and Presentations/Financial Results” section of Maire Tecnimont’s website (https://www.mairetecnimont.com/en/investors/results-and-presentations/financial-results). The presentation shall also be made available on the “1info” storage mechanism (www.1info.it).

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Fabio Fritelli as Executive for Financial Reporting, declares - in accordance with paragraph 2, Article 154-bis of Legislative Decree No. 58/1998 (“Consolidated Finance Act”) - that the accounting information included in this press release corresponds to the underlying accounting records.

The 2022 Draft Statutory and Group’s Consolidated Financial Statements will be available to the public at the registered office in Rome, at the operative office in Milan, on the Company’s website www.mairetecnimont.com (in the “Investors/Results and Presentations/Financial Results” section, and on the authorized storage device “1info” (www.1info.it), according to the timing allowed by law.

This press release, and the “Outlook” section in particular, include forecasts. The declarations are based on current estimates and projections of the Group concerning future events and, by their nature, are subject to risk and uncertainty. Actual results may differ significantly than the estimates made in such declarations due to a wide range of factors, including the continued volatility and further decline of the capital and finance markets, raw material price changes, altered economic conditions and growth trends and other changes in business conditions, in addition to other factors, the majority of which outside the control of the Group.