Register of Companies of
Belluno No. 00240790253
Rea 52081

DE RIGO S.p.A.
Headquarters in Zona Industriale Villanova, 12 - 32013 Longarone (BL)
Capital stock € 10,968,535.24 i.v.

Management Reporton the Financial Statements and Consolidated
Financial Statements for the Year Ended 31
December 2023
In implementation of the provisions of Legislative Decree No. 32, Article 1, point c) of 2 February 2007, thecompany avails itself of the option to present the consolidated management report and the company
management report in a single document, included in the consolidated financial statements, giving greater
prominence, where appropriate, to matters that are relevant to all the companies included in the
consolidation.
Therefore, this Consolidated Management Report also contains all the information required by Article 2428
of the Italian Civil Code, with reference to the financial statements of De Rigo S.p.A..

Corporate Bodies
The Board of Directors of the parent company consists of five members:
Ennio De Rigo Piter
Emiliana De Meio
Massimo De Rigo Piter
Maurizio Dessolis
Michele Aracri

ChairmanVice Chairman
Vice Chairman with delegation of powers
Vice Chairman with delegation of powers
Managing Director

The Board remains in office until the approval of the budget for the financial year 2023.
By resolution of 6 June 2018, the President assumed the broadest powers of ordinary and extraordinary
administration, while the three Vice-Chairmen Emiliana De Meio, Massimo De Rigo Piter and Maurizio
Dessolis, and Managing Director Michele Aracri have powers limited to ordinary administration.
The Board of Statutory Auditors consists of three members:
Paolo Giosuè Bifulco
Alessandro Bampo
Gianfilippo Cattelan
Federica Monti
Stefano Lodolo

Chairman
Acting auditor
Acting Auditor
Deputy Auditor
Deputy Auditor

The Board of Statutory Auditors remains in office until the approval of the financial statements for thefinancial year 2024.
Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 1Group operational structure

De Rigo S.p.A(Industrial and real estateholding company with brandmanagement)

Manufacturing andWholesale Division(Wholesale business)

Retail division(Retail business)

Shareholding
As at 31 December 2023, the shareholding structure of De Rigo S.p.A. consisted of:
De Rigo Holding S.p.A.
Ennio De Rigo Piter
Other

97,84%
2,06%.
0,10%

As at 31 December 2023, the shares of De Rigo S.p.A. consisted only of ordinary shares not listed on an
official market.
At the closing of financial year, De Rigo S.p.A. held no treasury shares in its portfolio.
Subsidiaries do not directly or indirectly hold shares in the parent company.

Operating conditions and business development
Dear Shareholders,
Our well-established position among the global leaders in the industry continues to allow us to benefit fromthe long-term growth that our industry continues to show. The trend seen in recent years and the positive
outlook lead us to expect medium-term growth of more than 3% globally. This is also confirmed by ANFAO
data showing a global growth of 3% for 2023 for its member companies alone.
The impact on consumption resulting from both inflationary growth and the subsequent interest rate hikes
aimed at curbing it did not have the feared effect. In fact, most markets maintained a positive trend witha few limited exceptions.
The generally stable environment allowed the consolidation of the projects launched by the group in recent
years, enabling a positive sales development of almost all brands in the portfolio.
In July, the acquisition of Rodenstock's eyewear division was completed, allowing the group to add two
new brands, Porsche Design and Rodenstock, which, however, made a limited contribution to sales for theyear following an integration process that lasted until the last quarter of the year. Following this acquisition,
the group organised itself with new subsidiaries and direct sales networks even in some countries where it
usually operated only through independent distributors.

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 2Our Retail division also recorded a significant increase in sales in all three markets in which it operates(Spain, Portugal and Turkey).
The positive trend with which we closed the past financial year and the positive start to this year bode well
for a further positive 2024.

Macroeconomic framework
The European economy has started to show some signs of economic slowdown as a result of the European
Central Bank's credit crunch to bring inflation levels under control. The European economy recorded GDP
growth of 0.5 % in 2023 after growth of +3.5 % in 2022 (EU-27). The slow and fluctuating decline ininflation has not yet allowed the ECB to cut interest rates vigorously. On the other hand, the US economy
showed a GDP growth of +2.5%, while China grew by +5.2%.
Despite the significant performance of the major economies during 2023, uncertainties related to a
consumption development held back by still high interest rates remain. This prolonged credit crunch could
lead to a risk of an economic slowdown in 2024. Added to this is the war in the Middle East, which fuels
the uncertainties of the area's future development.

Analysis of the Group's consolidated economic and financial
situation
Group Consolidated Profit and Loss AccountBased on the reclassified Profit and Loss Account, reproduced below, consolidated sales in 2023 amounted
to EUR 506.1 million compared to EUR 452.7 million in 2022 (+11.8%). At constant exchange rates, theincrease over 2022 turnover would have been +16%.
Turnover in the Wholesale division increased by 16.7% to 279.2 million Euro from 239 million Euro in 2022.
At constant exchange rates, the growth in sales compared to 2022 would have been 20.5%.
Sales in the Retail Division increased by 6.6% to EUR 242.7 million, compared to EUR 227.7 million in 2022.
At constant exchange rates, the growth in sales compared to 2022 would have been 12.0%.
The adjusted EBITDA, calculated by adding the depreciation and amortisation for the period to the adjusted
EBIT, increased by 27% to EUR 40.6 million from EUR 32 million in 2022 and accounted for 8% of sales.
The improvement in adjusted EBITDA is related to the continued recovery of sales (both Retail andWholesale) and the more favourable sales mix, in particular due to the significant growth of brands in thepremium segment and some licences that marked new milestones.
The adjusted operating result was a profit of EUR 30.9 million, up from EUR 22.5 million in 2022, andrepresented 6.1% of sales, compared to 5% in the previous year.
Extraordinary and financial operations made a positive contribution of €5.4 million, down from thecontribution of €36.9 million in 2022. In particular, the main phenomena can be grouped into:i) Net financial expenses increased due to both the general increase in interest rates and the assumptionof the new EUR 60 million syndicated loan to support the shareholder reorganisation in 2023.

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 3

(ii) In 2023, the Boots Opticians chain distributed a dividend to the group in the amount of EUR 6.2
million, whereas in 2022, a dividend of EUR 51.9 million was received.
iii) At the same time, the shareholding in Boots Opticians, net of the dividend paid, was revalued - in thefinancial statements of the parent company European Vision (Holding) Limited - by EUR 6.2 million toreflect the correct level of equity. In 2022, following the payment of the extraordinary dividend, awrite-down of EUR 19.2 million had been made.
iv) The net impact of foreign exchange losses was EUR (2.8) million compared to the EUR 0.6 million
profit in 2022
The final result is a net profit of EUR 31.2 million, compared to the profit of EUR 48.1 million realised in
2022.
As of 31 December 2023, the net financial position of the De Rigo Group was negative and equal to EUR(4.7) million, and down from the EUR 119.9 million recorded as of 31 December 2022, mainly as a resultof the distribution of an extraordinary dividend of EUR 95 million and approximately EUR 30.3 million forinvestments in fixed assets and working capital as a result of the increased level of activity.
At 31 December 2023, the Group's British pension fund had a surplus of EUR 4.2 million, an improvement
over the deficit of EUR (17.2) million recorded at 31 December 2022.
The key figures of the economic activity are represented by the consolidated profit and loss account (inthousands of Euro), reclassified to facilitate the reading of management facts:

2023

2022

NET SALES REVENUE

506.070452.688

11,8%

Cost of product sold(208.565)(190.991)

9,2%

GROSS MARGIN

297.505

261.697

13,7%

Advertising and Promotion Costs
Selling costs
General and administrative costs(35.832)(191.722)(39.055)(31.068)(169.984)(38.123)

15,3%
12,8%
2,4%

OPERATING COSTS(266.609)(239.175)

11,5%

ADJUSTED OPERATING MARGIN

30.89622.52237,2%Interest income
Interest expenses
Other extraordinary income and expenses
OTHER REVENUES (COSTS)

1.720(3.404)
7.123
5.439

722
(1.363)37.53436.893

138,3%
149,7%(81,4%)(85,3%)PROFIT BEFORE TAX

36.33559.415(38,8%)OPERATING TAXES(4.859)(11.193)(56,6%)NET PROFIT/LOSS BEFORE MINORITY INTERESTS

31.47648.222(34,7%)

(201)

(78)

159,1%

31.27548.144(35,0%)MINORITY INTERESTSNET PROFIT

Var. %In order to provide a clearer presentation of the operating result, the effect of non-recurring andextraordinary income and expenses realised during the year and related to the defined benefit pension
fund, non-consolidated participations, extraordinary write-downs of participations as a result of the
Impairment Test, as well as the usual impact of exchange rate fluctuations, has been isolated in the income
statement.
Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 4

Group Consolidated Revenues by Geographical Area
The Group achieved the following results by geographical area:•

turnover in Europe amounted to EUR 388.2 million, an improvement of 12.0%. All major markets
were positive with the exception of the UK, which showed a slight contraction. The highest growth
was recorded in Turkey, Italy, France and Germany.

•

Turnover in the Americas grew by 5.1% to EUR 57.5 million compared to EUR 54.7 million in 2022.
At constant exchange rates, 2022 sales in this region would have amounted to EUR 58.8 million.

•

Turnover in the rest of the world increased by 22.1% to EUR 53 million, mainly due to the growthrecorded in the Asian and Middle Eastern region, especially the United Arab Emirates, Indonesia
and China. At constant exchange rates, sales in the rest of the world would have amounted to EUR
55.6 million, an increase over 2022 of 28.4%.

•

other revenues mainly represent royalties collected by the group on licenses granted to third parties
on the Police brand in categories other than eyewear. The difference with the previous year ismainly attributable to the contribution received from the De Rigo family for the employee donationof €0.8 million, paid in 2022.

Sales by geographical area

2023

2022

Variation

Change %Europe (including Italy)

388,2

346,6

41,6

12%

America

57,5

54,7

2,8

5,1%

Rest of the World

53,0

43,4

9,6

22,2%

498,7

444,7

54,0

12,1%

7,4

8,0

(0,6)

(8,0%)

506,1

452,7

53,4

11,8%

Total
Other income
Consolidated revenues

Consolidated Group revenue by business division
The following table summarises the main results of the two divisions in 2023 and 2022 in millions of Euros:

REVENUE FROMPRODUCTION AND SERVICESGROSS OPERATINGMARGINGroup divisions

2023

2022

Change %Production andwholesale distribution

279,2

239,0

16,8%

20,2

11,5

76,0%

17,3

8,6

102,4%

Retail distribution

242,7

227,7

6,6%

20,8

20,8

-0,1%

14,0

14,3

-2,5%

(15,8) (14,0)

13,0%

(0,4)

(0,3)

24,3%

(0,4)

(0,4)

9,4%

506,1

11,8%

40,6

32,0

27,0%

30,9

22,5

37,3%

Intra-groupeliminations
Total

452,7

2023 2022

Change %OPERATING PROFITBEFORE ACC.TO PENSION
FUND
2023 2022

Change %Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 5

Production and Wholesale
The turnover of the Wholesale division increased by 16.8% to 279.2 million Euro, compared to 239 million
Euro in 2022. The growth manifested itself across the board in all subsidiaries of the group. The markets
that contributed most to the growth were Turkey, China and Brazil, as well as the independent distributor
channel.
Sales value has definitely recovered to pre-pandemic levels, with the sun collections up 29.9% compared
to 2022 and 11.8% compared to 2019. While prescription collections showed an increase of 10.9% yearon-year and 7.6% compared to 2019.
The year 2023 was characterised by the consolidation of the brands launched during 2022 such as Roberto
Cavalli, Just Cavalli and GAP and the introduction of the two new brands Porsche Design and Rodenstock,
the latter resulting from the acquisition of the eyewear business of Rodenstock Gmbh in June 2023.
The integration of the two new brands (Rodenstock and Porsche Design) took place in the second half ofthe year, thus limiting the contribution to the year's revenues to the last quarter only.
RetailThe Group's retail network as at 31 December 2023 consisted of the following outlets:

Shops owned
2023

2022

General Optica
Opmar Optik
Boots Opticians

231
67
373

229
67
383

Total

671

679

Franchised shops

Variaz.

2023

2022

2
0
(10)

90
0
167

85
0
161

(8)

257

246

Total

Variaz.

2023

2022

Variaz.

5
0
6

321

314

67

67

540

544

7
0
(4)

11

928

925

3

The Group's chain shop network consists of: General Optica, the main chain of optical shops in the Spanish
market and also owner of the Mais Optica brand, one of the leading chains in Portugal; the Opmar Optik
chain, Turkey's second largest retailer; Boots Optical Investment Holdings Limited, the second largest chainof optical shops in the UK market in which the Group holds a 42% stake and is indirectly consolidated using
the equity method.
Revenues in the Retail division amounted to EUR 242.7 million, a positive change of 6.6% compared to
EUR 227.7 million in 2022. At constant exchange rates, revenue in the Retail division would have been
higher by approximately EUR 12.2 million (12.8% compared to 2022) due to the devaluation of the Turkishlira.

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 6

Consolidated costs
The main costs by nature relating to operations show the following changes (as per the balance sheet inthousands of Euro):

Description

2023

2022

Var. %

Personnel costs
Cost of raw materials, consumables and goods for resale adjusted forchanges in inventories of raw materials, consumables and goods for resale
adjusted for changes in inventories of work in progress, semi-finished andfinished goods

148.223134.9069,9%179.263

164.482

9,0%

Cost for services

100.750

89.551

12,5%

Cost of use of third party assets;

30.97228.12810,1%12.816

11.663

9,9%

9.522

6.480

46,9%

Depreciation and Amortisation
Provisions for risks, other provisions and miscellaneous operating expenses
TOTAL PRODUCTION COSTS ADJUSTED FOR CHANGES IN STOCKS

481.546 435.210 10,6%

Changes in operating expenses by nature are due to:Labour Costs: +9.9% mainly due to the change in the contractual classification of the U.S. sales network,where agents changed from independent to employees, generating a €2.6 million change from service
costs to personnel costs. In addition, due to the acquisition of the eyewear business of Rodenstock GmbH,the number of employees increased, contributing to an increase in personnel costs of EUR 2.6 million. In
addition, the inflationary effect on wages and salaries weighed more heavily in the Retail division with anincrease in labour costs of EUR 5.2 million.
Raw material purchasing costs and inventory changes: +9.0% reflects the increase in sales
volumes, although partially offset by lower purchasing costs.
Costs for services: +12.5%, the increase in costs for services is mostly due to the increase in royalties paid
for licensed trademarks in the amount of EUR 3.8 million and to legal expenses for the commercial area in
the amount of EUR 2.8 million, in particular: advertising, travel expenses and events.
Lease and rental costs: +10.1%, mainly related to the increase in rents caused by high inflation.
Depreciation, amortisation and write-downs: +9.9%, the main items contributing to the increase
related to General Optica for an extraordinary amortisation performed against an impairment test for€785,000 and ordinary shop depreciation for €330,000.
Provisions for risks, other provisions and miscellaneous operating expenses: +46.9% mainly
related to the increase in labour costs in the American and German branches, which, with the new agents,
had a consequent increase in travel and entertainment expenses of Euro 336,000 and the provision for alawsuit in Brazil amounting to Euro 474,000.

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 7

During the year, the Group had the following transactions with related parties:
Description
De Rigo Real Estate
De RigoRefrigeration Srl
Amsterdam
Properties S.L.
BOOTS
OPTICIANS*
Total

Financial
Other
debts
PayablesCharges(Income)Fin.

Financialreceivables

Tradereceivables

Other
credits

-

11

-

-

-

11

74

-

-

1

-

-

-

7

-

-

-

-

-

-

-

-

237

-

-

4

5.094

-

-

(2.302)

-

-

-

16

5.094

-

-

(2.284)311-

Revenues

Costs* The Boots Opticians chain has an agreement with BBGR Ltd. for the supply, fitting of lenses and logistics management. As a result of this agreement, the Groupinvoices the majority of orders received from the Boots Opticians chain to the company BBGR Ltd. which, once it has provided the required service, in turn invoices
the Boots Opticians chain. Therefore, in order to provide a fairer representation for the reader, the items towards the BBGR company have been aggregated withthose of Boots Opticians.

The Group has some tax disputes in several countries.
The most relevant in Italy, where separate notices of assessment were received for additional taxes andpenalties relating to tax years 2008 - 2018 for a total value of approximately €9.4 million, mainly concerning
Transfer Pricing issues. The Group, believing that it has always acted correctly and in full compliance withthe regulations in force, has appealed against each of the notices of assessment and has also activatedseparate mutual agreement procedures pursuant to Article 6 of the 90/436/EEC Convention against double
taxation ("MAP"), particularly in France, the United Kingdom, Spain, Portugal and Japan. In several cases,
these procedures resulted in a significant reduction of the disputed amount.
At the close of the 2023 financial year, the disputes in Italy still awaiting resolution amounted to EUR 3.3
million. In pursuit of its defence strategy in the area of Transfer Pricing, during the three-year period 20172019, the Group also filed with the competent tax authorities separate petitions for the activation of thePreventive Agreement Procedure on a bilateral basis ("BAPA") (Italy to France, Spain and Germany
respectively).
On the basis of the MAP and APA outcomes mentioned above and the fact that payments made equal to
one-third of each dispute received for the first three years assessed (2008-2009-2010) have been charged
to the income statement, the Group considers the provision for risks recorded at 2023 to be adequate tocover any liabilities that may arise in relation to tax disputes in Italy.
The Group also has an ongoing dispute regarding indirect taxation (ICMS) in Brazil in the amount ofapproximately EUR 500,000. The Group considers this dispute to be unfounded, however, for the sake ofprudence it has made a provision for the value of two-thirds of the disputed amount in the 2023 financial
statements.

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 8

Consolidated non-recurring, financial and investment management
Extraordinary and financial operations made a positive contribution of EUR 5.4 million compared to EUR
36.9 million in the previous year.
This change was mainly due to the positive contribution of Boots Opticians (with regard to both dividends
distributed and the revaluation of the shareholding) in the amount of EUR 12.4 million compared to EUR
32.7 million in the previous year.
The negative impact of the net foreign exchange result was a loss of EUR (2.8) million compared to a net
profit of EUR 0.6 million in 2022.
The Group's net financial position, in thousands of Euro, at year-end was as follows:
2023
55.6322022
84.950

Variaz.
(29.318)

625

1.390

(765)

56.25786.340(30.083)

Bonds and convertible bonds (within 12 months)

-

-

-

Payables to shareholders for financing (within 12 months)

-

-

-

(5.180)(1.234)(3.946)

(36)

(24)

(12)

Advances for foreign payments

-

-

-

Short-term portion of loans
Short-term financial debts(5.216)(1.258)(3.958)

Short-term net financial position

51.04185.082(34.041)

Bonds and convertible bonds (over 12 months)

-

-

-

Payables to shareholders for financing (beyond 12 months)

-

-

-

(55.500)-(55.500)

(289)
-

(300)
-

11
-

-

-

-

Financial receivables
Medium- and long-term net financial position

0(55.789)35.19334.893(35.193)(90.682)

Net financial position(4.748)119.975(124.723)

Bank deposits
Cash and other valuables on hand
Active derivative instruments
Cash and cash equivalents

Due to banks (within 12 months)
Due to other lenders (within 12 months)

Due to banks (over 12 months)
Payables to other financial institutions (over 12 months)
Advances for foreign payments
Long-term share of financing

At the end of 2023, the Group's net financial position was negative by (4.7) million Euro, down from thepositive balance of 119.9 million Euro in the previous year. Operations generated a positive cash flow of
EUR 42.4 million in 2023, up from EUR 40.7 million in 2022, while working capital management absorbed
resources of EUR (15.9) million compared to an absorption of EUR (24.2) million in the previous year. The
group made capital expenditure of EUR 14.5 million, compared to EUR 13.4 million in the previous year,
mainly for the renovation of existing shops and the upgrading of the group's information systems. In thesame period, the group made disposals of fixed assets worth EUR 1.3 million .
During the year, the group received dividends from the subsidiary Boots Opticians of EUR 6.2 million
compared to EUR 51.9 million in the previous year. In the same year, contributions of €28.4 million were
paid to the UK pension fund, compared to €18.5 million in the previous year.
In April, an extraordinary dividend was distributed to shareholders in the amount of EUR 95.4 million. To
this end, a bank loan of EUR 60 million was taken out and, at the same time, the loan of EUR 35 million
granted in 2021 by De Rigo Holding S.p.A. was repaid.
Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 9

The reclassified balance sheet at net invested capital, in thousands of Euro, is shown below:
Trade receivables

2023
64.3872022
57.123

Variaz.
7.264

Sundry receivables

58.17749.497

8.680

Inventories

110.44197.94112.500

Short-term non-financial debts(121.076)(113.384)(7.692)A) Working Capital

111.92969.13291.17766.11420.752
3.018

207

180

27

27.79821.192

6.606

Medium- and long-term non-financial funds and debts(46.984)(75.012)28.028B) Net fixed assets

50.15312.47437.679A+B = Net invested capital

162.082

103.651

58.431

C) Net financial debt

4.748
125.071(119.975)
174.641124.723(49.570)

Net tangible and intangible fixed assets
Financial fixed assets
Participations

Opening net assets
Own shares

-

-

-

Capital and reserves of third parties

988

841

147

Profit for the year

31.27548.144(16.869)

D) Net assets at year-end

157.334223.626(66.292)

C+D = Total Financial (Liabilities) and Equity

162.082

103.651

58.431

Trade receivables increased compared to the previous year mainly due to the increase in sales in 2023.
Inventories increased to meet higher sales.
The increase in the value of investments is basically related to the revaluation carried out on theshareholding of the associate Boots Holding Investment limited (parent company of the Boots Opticians
chain) for the adjustment to the value of its equity.
Trade payables increased due to the higher procurement in the second half of the year compared to theprevious year due to the increase in sales.
The main economic indicators are as follows (amounts in millions of Euro):
Debt coverage ratio
2023

2022

Net Financial Position
MOL

(4,7)
40,6

120,0
43,7

Debt coverage ratio

0,12

Positive NFP

In 2023, the Net Financial Position was negative by EUR (4.7) million. This change is mainly related to the
distribution of the extraordinary dividend and the extraordinary contribution to the UK pension fund in theamount of EUR 28.4 million.

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 10

Profitability of sales (ROS):
2023

2022

Operating profit
Turnover

30,9
506,1

22,5
452,7

ROS %

6,1%

5,0%

Return on Investment (ROI):
2023
Operating profit
Net invested capital
ROI %

2022

30,9
162,1

22,5
103,6

19,1%

21,7%

Return on equity (ROE):
2023
Net result
Equity capital
ROE %

2022

31,3
156,3

48,1
222,8

20,0%

21,6%

Consolidated Taxation
The Group recorded an average effective tax rate of 13.4% compared to 18.8% in the previous year.
Please refer to the notes for more information.

Social, political and trade union climate
During 2023, the group did not carry out any significant reorganisation measures that had an impact on
personnel. On the contrary, the acquisition of the eyewear division of the Rodenstock Group brought 95
new employees in 7 different countries into the group.
Among other things, the normal activity of selecting and adding new employees to the workforce continued
in order to cope with the increased level of operational activity, the departure of persons of retirement age
and the increased employee turnover recorded at various levels and functions.
The difficult availability of the profiles needed by the group to fill vacancies together with inflationary
tensions will certainly cause increases in labour costs in future years.

Personnel information
The Group's average workforce as at 31 December 2023 and 2022, broken down by category and in fulltime equivalent units, is summarised in the table below:
2023

2022

Variations

Managers
Employees
Workers
More

48
2.574
527
211

47
2.468
555
185

1
106
(28)
26

Total personnel

3.360

3.255

105

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 11Other information
Pursuant to Article 2428 Paragraph II, it is acknowledged that:

Research and development activities
With the increased complexity of the managed brand portfolio, the group structured itself with 4 design
and product development centres in Italy, Germany, the US and Japan, increasing the resources to support
product research and development.
IT investments always play a very important role in our Group. Continuous investments and adaptations
allow the Group to operate in most markets with a centralised SAP system.
The Group has always invested in adapting its production processes to the most advanced technologicalstandards. However, the limited technological innovations that have appeared on the market in recent
times and the stability of the processing carried out in the Group's factories have not determined the needfor significant industrial investments.
Intense research and development activities in the production area did not give rise to any capitalisationof costs, as they largely referred to individual product models, for which the usefulness is limited to the
production period of the model and is generally concentrated in a period of less than one year, or to
improvements to plant and machinery, for which these activities are carried out outside the company andincluded in the purchase cost of the asset. The Group has not capitalised internal costs for the development
and adaptation of information systems.

Information Pursuant to Article 2428(2)(6-bis) of the Civil CodePursuant to Article 2428, Paragraph 2, Point 6-bis of the Italian Civil Code, below we provide informationon the use of financial instruments, insofar as they are relevant to the valuation of the balance sheet andfinancial situation.
Management has set itself the goal of hedging business risks by using any existing, economically viable
instrument so that exchange, interest rate and price risks can be consciously managed. Where risks can becovered with insurance formulas, the Group has taken steps to take out the necessary policies. As far as
exchange rate risk is concerned, the company currently hedges its currency surpluses/deficits so as tominimise the economic effect.
In particular:

Credit risk
The credit risk arising from the Group's normal operations with commercial counterparties is managed andcontrolled as part of the procedures for granting credit and monitoring the credit standing of customers.
Credit management activities are coordinated through reporting and periodic meetings concerning all Group
companies.
The amount and valuation criteria of the provision for bad debts at the balance sheet date are explainedin the notes to the financial statements.
At the balance sheet date, any significant concentrations of credit risk were monitored, and appropriate
impairment provisions were made where appropriate. However, the past pandemic emergency situation
has created an economic environment of complex predictability, making the assessments expressed in thefinancial statements vulnerable. The Group has accentuated the monitoring of receivables with a view toanticipating states of insolvency that may become visible as a result of this emergency.
At the date of approval of the financial statements, the Group noted a situation of normality on the part ofits customers in meeting contractual payment terms. This has not led to a significant increase in the risk
level. It cannot, however, be ruled out that the continuation of an inflationary situation, with high interest
rates and the possible extended effects of the Russian-Ukrainian crisis, could lead to a higher rate ofinsolvency of the Group's customers than that considered in the assessments made by management inManagement Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 12order to provide the company with adequate resources to cope with late or even non-payment.
Over the past two years, the group has made greater use of credit insurance policies for its customers with
the intention of mitigating any impact in the event of major insolvencies.

Liquidity and cash flow risk
Most of the Group's receivables are due in the short term. With the exception of a few receivables for which
the delay in collection has been judged as an indicator of potential insolvency and for which the Group has
already allocated the amount of the related risk. At year-end, the Group does not believe it had any
significant exposures that would compromise its ability to liquidate.
In addition, it is reported that:•••

there are debt instruments or other credit lines to meet liquidity needs;
there are different sources of funding;there are no significant concentrations of liquidity risk on either the financial assets side or thefunding sources side.

Following the possible recurrence of the effects of the Covid-19 pandemic, it cannot be ruled out that theliquidity impacts on the Group's operations could be significant.

Market risk
An indication of sensitivity at the balance sheet date is given below, indicating the effects of possible
changes on the income statement in relation to the relevant risk variables, for each of the following
components:• Interest rate risk: the Group has an exposure to interest rate risk arising from the limited financial
debt taken on with credit institutions. Since this debt is indexed to the Euribor rate, any fluctuationof this rate has a positive or negative impact on the income statement. Management believes thatthe exposure to risk is marginal compared to the amount of business generated.
• exchange rate risk (or currency risk): the Group carries out commercial transactions (purchases
and sales of goods) in currencies other than the Euro (mainly US Dollar, British Pound Sterling,
Brazilian Real, Turkish Lira, Chinese Renminbi and Japanese Yen). The expansion of markets
following the acquisition of Rodenstock's eyewear division expanded the number of currencies tobe managed, but had a very limited impact. The exchange rate risk hedging policy is therefore
aimed at minimising the differences generated between the budget exchange rate and the financial
settlement rate of commercial transactions for the purchase or sale of goods and services in foreign
currencies (collection or payment). Sudden devaluations may, however, affect foreign currency
balances not hedged against the risk of exchange rate fluctuations, particularly in those countries
where the cost of hedging makes it difficult to set up a continuous exchange rate risk hedging
policy. The derivative instruments used by the company to hedge exchange rate risk are mainly
options and forward contracts.
• price risk: there are few raw materials used by the company whose prices have historically shown
significant variations. These changes do not have a significant impact on the income statement.

• the commercial risk: the inflationary tensions manifested in several markets, together with theincrease in interest rates has had a direct impact on the level of consumption in several markets.
The continuation of these effects for a period of several months will necessarily have a strong
impact on the consumption of the products distributed by our group, determining both a reductionin the need to purchase with the consequent lengthening of the repurchase period, and a drop in
volumes due to the objective difficulty in reaching points of sale during the period of application ofthese regulations.

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 13

Environmental information
The Group has always operated in compliance with environmental regulations, implementing all thenecessary actions to adapt its production standards to what is required by the regulations in this regard.
In particular, new eco-materials were introduced in the production process, such as bio-plastics, recycled
polymers and bio-based materials. Recycled materials and polymers of natural origin have also been
adopted for packaging.
Attention to the environment also resulted in an improvement in separate waste collection by increasing
the type of waste collected separately and reducing the weight of undifferentiated waste.
Finally, it should be noted that thanks to the plant's photovoltaic system, it was possible to improve energy
consumption, self-producing it by improving efficiency and monitoring its use. As a result of this, important
targets for reducing CO2 emissions have been achieved.

Significant events occurring after the end of the financial year and thebusiness outlook
In the first months of 2024, the positive sales trend continued despite the fact that March started to show
some signs of weakness in consumer spending. In addition to the still unrelieved credit crunch, signs ofconcern stemming from the two ongoing conflicts in Ukraine and Israel continued to affect retailers'purchasing decisions. There was a marked improvement in the Asian market, where both tourist flows andlocal markets were much more responsive than on the European continent.
The increase in interest rates also on the long end of the yield curve led to a visible reduction in pension
liabilities, which, together with the extraordinary contribution payments made by the group, allowed the
deficit to be reduced to zero.
During the year, all necessary steps were completed to integrate the Rodenstock Group's Eyewear Division,
allowing it to contribute to Group sales from the fourth quarter of the year.
During the year, the Shareholders' Meeting resolved to distribute an extraordinary dividend of EUR 95.3
million, mostly destined to the parent company De Rigo Holding S.p.A., of which EUR 57.9 million was paidin cash and EUR 35.2 million by offsetting an intra-group receivable from the parent company.
On the occasion of the distribution of the extraordinary dividend, the Company negotiated and signed a
medium-term loan of €60 million with a pool of banks comprising Intesa Sanpaolo, Unicredit, BNL Paribas
and Banco BPM. The loan has a term of 5 years and consists of an amortising and a bullet portion.

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 14

Economic and financial situation of the parent company De Rigo
S.p.A.
Parent company profit and loss account
The parent company's sales amounted to Euro 7.2 million, compared to Euro 6.7 million last year, mainly
due to the increase in royalties on active licences for the Police brand.
Operating profit amounted to EUR 5.2 million compared to EUR 5.1 million last year.
The net profit was EUR 7.1 million, but down from EUR 26.1 million in 2022; the difference is mainly
attributable to the dividend distributed by General Optica last year.
The main figures summarising the economic activities of the parent company De Rigo S.p.A. are shown in
the profit and loss account, reclassified (in thousands of Euro) in order to facilitate the reading ofmanagement facts:
2023
7.212

2022
6.713

Var. %
7,4%

Cost of product sold

(289)

(285)

1,4%

GROSS PROFIT

6.923

6.428

7,7%

Advertising and Promotion Costs
Selling costs
General and administrative costs
OPERATING COSTS

(5)
(13)
(1.707)(1.725)(110)(13)(1.255)(1.378)(95,7%)
1,7%
36,0%
25,1%

OPERATING PROFIT

5.198

5.050

2,9%

Interest income
Interest expenses
Other non-operating income (expenses)
OTHER REVENUES (COSTS)

2.483(2.571)
3.331
3.243

222
(15)
22.64622.8531019,9%16346,8%(85,3%)(85,8%)PROFIT BEFORE TAX

8.441

27.902(69,7%)OPERATING TAXES(1.390)(1.846)(24,7%)NET PROFIT

7.051

26.056(72,9%)NET SALES REVENUE

Parent Company Costs
The main costs by nature relating to operations show the following changes (as per the balance sheet inthousands of Euro):
Description
Personnel costs
Cost of raw materials, consumables and goods for resale adjusted for changes ininventories of raw materials, consumables and goods for resale adjusted for changes ininventories of work in progress, semi-finished and finished goods

2023

2022

Var. %

0

0

5,0%

1

1

23,1%

1.527

1.231

24,1%

1

-

Depreciation and Amortisation

361

361

0,1%

Provisions for risks, other provisions and miscellaneous operating expenses

147

112

31,3%

TOTAL PRODUCTION COSTS ADJUSTED FOR CHANGES IN STOCKS

2.037

1.705

19,6%

Cost for services
Cost of use of third party assets;

The item costs for services increased year-on-year by 24.1% due to an increase in costs related to legal
trademark management and financial consulting.
Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 15

The item Provisions for risks, other provisions and miscellaneous operating expenses increased by 31.3%
year-on-year, mainly due to non-deductible taxes.
During the year, the company had the following transactions with related parties:
Trade
Receivables
De Rigo Vision
S.P.A.
General Optica
Internacional S.A.
Derigo Ve Opmar
Optik Ticaret
Anonim Sirketi

Trade
PayablesFinancial
Credits

Financial
Debts

Sales

Purchases

546

285

54.036

-

5.046

285

6

-

-

-

-

-

-

-

4.610

-

386

-

De Rigo Holding Srl

-

-

-

-

257

-

General Optica Sa

-

-

-

-

20

-

552

285

58.646

-

5.709

285

TotalsFinancial Management and Investments of the Parent Company De Rigo S.p.A
Financial operations closed with EUR 87.7,000 of net financial expenses, in contrast to the EUR 206,000 of
net financial income in 2022. This was mainly due to the EUR 2.5m in interest paid on the EUR 60m loan
accessed at the beginning of 2023.
Extraordinary items in 2023 mainly included a dividend of EUR 5.4 million from European Vision Holding
Limited, while in 2022 the dividend received from General Optical was EUR 22.7 million.
As at 31 December 2023, the financial position of De Rigo S.p.A. was positive at EUR 33.7 million, compared
to EUR 89.6 million in 2022.
2023
Bank deposits

2022

Variaz.

4.234

58

4.176

1

1

0

4.235
-

59
-

4.176
-

-

-

-

(4.521)-(4.521)

Payables to subsidiaries (within 12 months)

(285)

(261)

(24)

Financial receivables from parent company-

35.193(35.193)

Short-term portion of loans

-

-

-

Financial receivables from subsidiaries
Short-term financial receivables (payables)

51.72346.91754.75189.683(3.028)(42.766)

Short-term net financial position
Bonds and convertible bonds (over 12 months)

51.152-89.742-(38.590)
-

-

-

-

(55.500)-(55.500)

Payables to other financial institutions (over 12 months)

-

-

-

Advances for foreign payments

-

-

-

Long-term share of financing

-

-

-

Cash and other valuables on handOwn shares
Cash and cash equivalents
Bonds and convertible bonds (within 12 months)
Payables to shareholders for financing (within 12 months)
Due to banks (within 12 months)

Payables to shareholders for financing (over 12 months)
Due to banks (over 12 months)

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 16Financial receivables
Medium- and long-term net financial position
Net financial position(55.500)-(4.348)(55.500)

89.742(94.090)

The reclassified balance sheet at net invested capital, in thousands of Euro, is shown below:
2023

2022

Variaz.

Trade receivables

1.939

1.595

344

Sundry receivables

5.380

1.384

3.996

-

-

-

Short-term non-financial debts(3.090)(1.814)(1.276)A) Working Capital
Net tangible and intangible fixed assets

4.229
1.956

1.165
2.300

3.064
(344)

Financial fixed assets

4.205

982

3.223

206.618

206.618-

Inventories

Participations
Medium- and long-term non-financial funds and debts

(478)

(334)

(144)

B) Net fixed assets

212.301

209.566

2.735

A+B = Net invested capital

216.530210.731

5.799

C) Net financial debt

4.348
205.131(89.742)274.416

94.090(69.285)

Own shares

-

-

-

Capital and reserves of third parties

-

-

-

Opening net assets

7.051

26.057(19.006)

D) Net assets at year-end

212.182

300.473(88.291)

C+D = Total Financial (Liabilities) and Equity

216.530210.731

5.799

Profit for the year

Please refer to the notes for details.
The main economic indicators are as follows (amounts in millions of euro):
Debt coverage ratio
2023

2022

Net Financial Position
MOL

(4,3)
5,9

89,7
5,5

Debt coverage ratio

72,9Positive NFPProfitability of sales (ROS)2023
Operating profit
Turnover
ROS %

2022
5,2
7,2

5,1
6,7

72,1%

75,2%

Return on Investment (ROI)
2023

2022

Operating profit
Net invested capital

5,2
178,5

5,1
210,9

ROI %

2,9%

2,4%

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 17

Return on equity (ROE):
2023

2022

ResultEquity capital

7,1
212,2

26,1
300,5

ROE %

3,3%

8,7%

Taxation of the parent company
The company recorded an average effective tax rate of 16.5% compared to 6.6% in the previous year,
mainly due to the different taxation of the dividend received.

Personnel information
The company had no employees in the financial years 2023 and 2022.

Processing of personal data
The Company, supported by external consultants, substantially completed the company's project to alignwith the new European General Data Protection Regulation 'GDPR' (Regulation 2016/679), which came into
force on 26 May 2018.

Further information
There were no transactions with related parties of an atypical or unusual nature.
With regard to any shareholdings held by directors, auditors, general managers, please refer to the notes
to the financial statements.
It is believed that the information provided is a faithful, balanced and comprehensive analysis of thecompany's situation and of the performance and result of operations, as a whole and in the various sectors
in which it has operated, including through subsidiaries.

Proposal for Approval of the Financial Statements and Appropriation of Profit
It is proposed to the Shareholders' Meeting to allocate the profit of the parent company De Rigo S.p.A.,
amounting to EUR 7 million, to the extraordinary reserve.

The Chairman of the Board of Directors

Ennio De Rigo Piter

The undersigned ENNIO DE RIGO PITER, Chairman of the Board of Directors of the company De Rigo S.p.A.,
hereby declares that this electronic document is in conformity with the one transcribed and signed in the company's
books.

Management Report on the Financial Statements and Consolidated Financial Statements for the Year Ended 31 December 2023
page 18