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CAREL INDUSTRIES S.p.A.
2026 – H1 Results 4th August 2026
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This document has been prepared by CAREL Industries S.p.A for use during meetings with investors and financial analysts and is solely for information purposes. The information set out here in has not been verified by an independent audit company.
Neither the Company nor any of its subsidiaries, affiliates, branches, representative offices (the “Group”), as well as any o f their directors, officers, employees, advisers or agents (the “Group Representatives”) accepts any responsibility for/or makes any representation or warranty, expr ess or implied, as to the accuracy, timeliness or completeness of the information set out herein or any other related information regarding the Group, whether wr itten, oral or in visual or electronic form, transmitted or made available.
This document may contain forward -looking statements about the Company and/or the Group based on current expectations and opinio ns developed by the Company, as well as based on current plans, estimates, projections and projects of the Group. These forward -looking statements are subjec t to significant risks and uncertainties (many of which are outside the control of the Company and/or the Group) which could cause a material difference between forwa rd-looking information and actual future results.
The information set out in this document is provided as of the date indicated herein. Except as required by applicable laws a nd regulations, the Company assumes no obligation to provide updates of any of the aforesaid forward -looking statements.
Under no circumstances shall the Group and/or any of the Group Representatives beheld liable (for negligence or otherwise) fo r any loss or damage howsoever arising from any use of this document or its contents or otherwise in connection with the document or the aforesaid forward looking s tatements. This document does not constitute an offer to sell or a solicitation to buy or subscribe to Company shares and neither this entire document or a por tion of it may constitute a recommendation to effect any transaction or to conclude any legal act of any kind whatsoever.
This document may not be reproduced or distributed, in whole or in part, by any person other than the Company. By viewing and /or accepting a copy of this document, you agree to be bound by the foregoing limitationsDisclaimer 2
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+23.0%
Org. Revenue growthH1 2026 –Highlights •Reported revenues reached €370.1 million , up 20.9% vs. H1 2025 (+23.0% at constant FX).
•Growth accelerated versus the previous quarter and remained broad based across all regions and business segments, highlighting the strength, resilience and balance of CAREL’s portfolio .
•Both businesses delivered strong momentum : HVAC grew c.24% organically , supported by Data Centers, Heat Pumps and Industrial recovery, while Refrigeration (c.+21%) accelerated in Q2, driven by EMEA and North America .
•EBITDA margin reached 22.5%, increasing by c.350 bps versus H1 2025 and further improving compared to the previous quarter .
•The outstanding profitability performance was primarily driven by operating leverage from strong revenue growth, which more than offset selected inflationary headwinds, with additional support from Kiona’s contribution .
•The R&D investments -to-revenue ratio confirmed at target level: ~5%.
3Q2 2026 revenues approached €200 million, the highest quarterly result in CAREL’s history.
Both HVAC and Refrigeration delivered organic growth above 20% in H1 2026, highlighting the quality, resilience and diversification of the Group’s business model.
22.5%
EBITDA margin
~7 m€
Net cash position•CAREL closed the semester with a positive net cash position of €7.1 million , despite dividends, earn -out payments and seasonal working capital absorption.
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H1 2026 – Results
KPIs
•Revenue +20.9%: H1 2026 organic growth reached 23.0%, driven by double -digit growth across all regions and business verticals . Growth further accelerated in Q2, confirming the strength of underlying demand . H1 2026 FX represented a c.€7 million headwind to reported revenues .
•EBITDA +42.7%: The strong revenue performance translated into a significant uplift in EBITDA , which increased by more than 40% over the period . This resulted in a margin expansion of over 350bps compared to H1 2025 .
•Net Profit +72.5%: Net profit increased significantly versus H1 2025 , supported by strong revenue growth and operating leverage . The tax rate stood at 23.1% for the period, substantially in line with H1 2025 .
•Capex : H1 2026 capex amounted to 9.5m€, in line with the same period of the previous year.
4
m€ H1 2025 H1 2026 Δ%
Revenue 306.2 370.1 20.9% Revenue (constant FX) 306.2 376.7 23.0%
EBITDA 58.2 83.1 42.7%
EBITDA /Revenue 19.0% 22.5% Net Profit 26.5 45.7 72.5% Capex 8.9 9.5 7.1%
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HVAC
72%Refrig.
28% Sector H1 2025 H1 2026 Δ% Δ% fx
HVAC 219.7 265.8 21.0% 23.7%
Refrig. 86.1 103.4 20.1% 20.9% Core Revenue 305.8 369.2 20.8% 22.9% No core 0.4 0.9 117,8% 118,7% Total Revenue 306.2 370.1 20.9% 23.0%H1 2026 –Revenue breakdowns
EMEA
61%
APAC
14%North America
23%South America
2%Breakdown by region Breakdown by sector •EMEA – H1 2026 delivered double -digit , well balanced, organic growth . Further acceleration during Q2, supported mainly by Refrigeration and Data Centres .
•APAC – Another very solid quarter , bringing H1 organic growth above 30%, driven by accelerating momentum in both HVAC and Refrigeration .
•Americas (North) Another step-up in performance during Q2, with strong sequential acceleration across both businesses . Refrigeration revenues nearly doubled in H1, Refrigeration revenues nearly doubled in H1 2026 while HVAC delivered robust growth across the board, led by another outstanding performance in Data Centres .
•Americas (South) – Positive H1 2026 organic performance, achieved despite the ongoing economic uncertainty in Brazil .•HVAC : Organic growth accelerated to c.24%, supported by continued strength in Heat Pumps, further recovery in Industrial applications and positive contribution from Commercial . Data Centres once again delivered an outstanding performance .
•Refrigeration : Organic growth exceeded 20%, with a marked acceleration during Q2 (>30%), driven by project recovery in EMEA and strong momentum in North America, where the Group continues to gain market share .370.1
M€370.1
M€ m€
m€ 5m€
m€ Area H1 2025 H1 2026 Δ% Δ% fx
EMEA 201.1 225.1 11.9% 11.8%
APAC 39.5 50.8 28.7% 31.6%
Americas (North) 59.0 86.2 46.0% 55.7% Americas (South) 6,5 8.0 23.1% 20.9% Total Revenue 306.2 370.1 20.9% 23.0%
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M&A –Cotes
•Industrial fitting:
✓Bolt-on acquisition.
✓Highly complementary product portfolio, strengthening CAREL's offering in industrial humidity control.
✓Significant cross -selling opportunities across multiple industrial end markets and geographies.
✓Enhanced technological expertise and application know -how, creating a stronger platform for future growth.
•Financial fitting:
✓~9x EV/EBITDA •Key Data:
✓Enterprise value (100%) = 56m€ ✓2026E Revenues = 31.5m€
✓2026E EBITDA = 6,5m€
✓Employees = ~120 6•Company profile : Founded in 1986 and headquartered in Denmark, Cotes is a recognized leader in the design, development, manufacturing and marketing of energy efficient adsorption dehumidifiers for a broad range of industrial applications and off-shore wind energy production .
•Rationale : The transaction is fully aligned with CAREL’s strategy of pursuing growth through targeted acquisitions of businesses offering complementary technologies and solutions in attractive HVAC and refrigeration market segments . Cotes further reinforces CAREL’s positioning in the humidity control industry, enabling the Group to offer a more comprehensive and complementary portfolio covering both humidification, dehumidification and control technologies .
•Transaction structure : The transaction, through which CAREL Industries S.p.A. takes over control of Cotes A/S and Tørbåd ApS, via the acquisition of 100% of the share capital of the companies, took place in response to an Enterprise Value of DKK 419 million (approx . 56m€).
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From EBITDA to Net Profit 7
K€ H1 '25 H1 '26 Δ%
EBITDA 58,283 83,144 42.7%
D&A -21,513 -21,406
EBIT 36,770 61,738 67.9%
Financial (charges)/income -2,754 -1,789 FX gains/losses -492 -1,999 Gain/Losses from FV on liabilities for options on minorities- 944 Companies cons.with equity method 1,041 946
EBT 34,565 59,839 73.1%
Taxes -8,018 -13,841 Minorities -56 -315 Group net profit 26,490 45,683 72.5%•D&A in line with H1 2025 .
•Negative exchange rate trend mainly due to FX on Put&Call option .
•Gain from FV on Kiona shares .
•Positive results in companies consolidated with equity methods linked to Free Polska .
•23.1% tax-rate, in line with H1 2025 (23.2%).
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18.446.021.4
(4.3)
(32.2)
(9.5)
(17.4)
(21.4)6.0
7.1
Net Cash
FY 2025Net Profit D&A Leasing/ rent feesΔNWC CAPEX Senva earn-out Dividends Other Net Cash
H1 202629.9m€
from
IFRS
16 •Robust cash generation during H1 2026, with FFO reaching €67.4 million (+40% vs. H1 2025), enabled the Group to maintain a positive net cash position despite the payment of dividends and the Senva earn-out.
•NWC increase linked mainly to higher receivables (higher revenues) and an expected increase in inventory .
•Excluding the IFRS16 effect the net cash position would be equal to 37.9m€. H1 2026 –(NFP)/Net Cash Bridge m€
830.9m€
from
IFRS 1667.4m€
FFO
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Closing Remarks
Scenario
9•Positive momentum continues : Strong demand trends further strengthened during H1 2026 , with growth accelerating in Q2 and remaining broad based across geographies and business verticals .
Despite limited market visibility, order intake remains robust .
•External environment remains challenging : Geopolitical tensions and macroeconomic volatility continue to create uncertainty across several markets, reducing visibility and increasing the complexity of forecasting .•Record quarter and broad -based growth : Q2 2026 was the strongest quarter in CAREL's history, with revenues approaching €200 million . H1 2026 organic growth hit 23%, supported by double -digit growth across all regions and business verticals, with further acceleration during Q2.
•Strong operating leverage driving profitability : Excellent revenue growth translated into significant margin expansion, with EBITDA margin reaching 22.5%, up c.350bps versus H1 2025 and above the Group's mid-term target .
•M&A back on the agenda : Following a period focused on organic growth, CAREL signed the acquisition of Cotes, a transaction with a strong industrial and commercial fit that further strengthens the Group’s offering . The Company will continue to evaluate additional value -creating opportunities .
In light of these factors, the Group expects another very positive performance in Q3 2026 , with consolidated revenues close to €190 million, corresponding to a growth of approximately 20% versus Q3 2025 .H1 2026 Results
Guidance
These estimates are based on currently available information and assume no material worsening of the geopolitical and macroeconomic environment . Further adverse developments could impact demand and overall performance .
Annexes
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Shareholding structure (>3% voting rights) 11 Luigi Rossi Luciani
S.a.p.a
45.96%
Athena FH S.p.A.
18.69%Capital Research
and Management
Company**
5.16%7 Industries
Holding B.V.
5.18%Altri azionisti
25.00%CAREL Industries S.p.A.
Voting rights
Luigi Rossi Luciani S.a.p.a ; 33.96% Athena FH S.p.A. ;
13.81%Capital Research
and Management
Company ; 7.63%7 Industries Holding B.V.; 7.66%Other Shareholders ;
36.94%CAREL Industries S.p.A.
Number of shares
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Income statement and Balance Sheet Income statement Balance sheet 12 K€ H1 2026 H1 2025 Delta % Revenues 370,124 306,177 20.9% Other revenues 3,897 2,382 63.6% Operating costs (290,878) (250,277) 16.2%
EBITDA 83,144 58,283 42.7%
Depreciation and impairments (21,406) (21,513) (0.5%)
EBIT 61,738 36,770 67.9%
EBT 59,839 34,565 73.1%
Taxes (13,841) (8,018) 72.6% Net result of the period 45,998 26,547 73.3% Non controlling interest 315 56 n.r.
Group net result 45,683 26,490 72.5% K€ H1 2026 FY 2025 Delta % Fixed Capital 486,548 488,810 (0.5%) Working Capital 76,385 48,882 56.3% Employees defined benefit plans (7,008) (7,166) (2.2%) Net invested capital 555,925 530,526 4.8% Equity 512,647 482,945 6.2% Non currrent liabilities on put and call options 50,330 66,012 (23.8%) Net financial position (asset) (7,052) (18,432) (61.7%) Total 555,925 530,526 4.8%
Company Profile
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OEMs
66%
Installers/
contractors /
VARs / End
Users
20%EMEA
64%
North
America
20%South
America
2%APAC
14%Leading provider of advanced control solutions for
HVAC/R
Growing key
markets•HVAC : Industrial, Residential,
Commercial
•Refrigeration : Food Retail and
Food Service
Revenue breakdown - 2025A €629m
+12%
CAGR 2015A -25ARevenue
€124m
+13%
CAGR 2015 -25AEBITDA
€73m
+13%
CAGR 2015A -25ANet income By market By geographyKey financials – 2025A
By channel
Distributors / affiliates 14% Source: Company information Note: 1) avg. 2015A -25A Note: financial data refer to consolidated accounts of CAREL Industries S.p.a. 2015 -2022 IFRS. Comparability might be affected by change in consolidation perimeterGlobal footprint•15 production plants (6x Italy, 2xCroatia, Poland, 2x Germany, China, 2xUS and Brazil)Innovation focus•6 main R&D centers (Europe x3, China and US 2x) •>5%1 of Revenues invested in
R&DLeadership in
premium
niches•Control solutions
•High Efficiency applications
14HVAC
72%Refrigeration
28%
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Refrigerated Merchandisers
Restaurant ChainsFood Retail Food ServiceWe operate in attractive niches across a wide range of end -markets…
HVAC
Refrigeration
Residential Commercial Industrial
Residential
Convenience Stores
Data Centers
Recreational
Industry and Process Pharma and Food
Hypermarkets
Shopping Centers
Office Space
Source: Company information15
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Heat recovery units Dampers Power solutions Sensors and protection devices Electronic expansion valves & drivers Heat exchangers for AHU Dampers and other AHU components Electrical panels Temperature/humidity and air quality sensorsElectronic valves for the modulation of
refrigerant flow
Programmable controls HMI and unit terminals Parametric controlsAdiabatic humidifiers and evaporative coolersIsothermal humidifiers Electronic controls easily programmable and customizableUser interfaces for units and systems Entry level electronic controllers Pressure water atomizers Steam production systems Speed controllers & inverters Compressors1Remote management, monitoring systems, IoT Services and Software Speed control devices for BLDC compressors BLDC compressorsSolution for local / remote management monitoring and optimizationFull portfolio of digital and non -digital services…through a one -stop-shop portfolio of components
and platforms
Source: Company information Note: 1) developed with partnersDistinctive ability to meet customers’ demand for tailored integrated solutions using standard platforms 16
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Long track record of revenue growth 203 231255280327 332420545650
579629
1990s 2000A 2001A 2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022A 2023A 2024A 2025ARevenue (€m) BranchesPlants
& R&D
Legend:
R&D centre
PlantsAcquisitions
of local distributors Source: Company information Note: financial data refer to consolidated accounts of CAREL Industries S.p.a. for the period 2011A -2024A (IFRS 2015A - 2020A);
ITA GAAP 2011A -2014A) and CAREL S.p.a. for the period 2000A -2010A (ITA GAAP). Comparability might be affected by change in reporting standard and in consolidation perimeter.
17•2018 – RECUPERATOR (ITA)
•2018 – HYGROMATIK (GER)
•2021 – ENGINIA (ITA)
•2021 - CFM (TUR)
•2022 – ARION (ITA)
•2022 – SAUBER (ITA)
•2022 – KLINENBURG (GER/POL)
•2022 – SENVA (US)
•2023 –KIONA (NOR)IPO38 43515563 6585112140
106126
1990s 2000A 2001A 2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022A 2023A 2024A 2025AAdj. EBITDA (€m)
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Well-articulated strategies to continue the growth
track record
Human ResourcesInnovation
Disciplined bolt -on M&AIncrease focus on ServicesHVAC
to consolidate
its market leadershipRefrigeration
to increase
market share•Consolidation of HVAC market leadership •Growth in Refrigeration driven by technology leadership •Upselling and cross -selling
•Global penetration
Industrial Footprint and Lean Approach•Connectivity, IoT and AI capabilities already developed •Advanced monitoring and optimization services to end customers to represent one of CAREL’s organic growth drivers •Maintain innovation leadership
•Develop talent
•Disciplined bolt -on M&A activity focused on complementing core -
business in Europe, on expanding in US and APAC and on adjacent capabilities, leveraging on solid balance sheet•Deliver strong profitability •Leveraging the current production capacity, further enhancing
flexibilityA
B C CAREL general strategy for 2023 -2026 will be oriented to the research for new innovative technological solutions with a major focus on energy saving, transition to natural refrigerants, widening high -efficiency solutions offer and geographic al expansion Source: Company information18
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Leading provider of advanced energy efficient control solutions Attractive growth supported by secular trends Positioning and technological innovation capability hard to
replicate
Highly efficient global operations serving locally diversified blue -
chip customers
Track record of organic growth with strong profitability and cash
generation
Well-articulated strategies to continue the growth track recordHigh -tech leader in attractive niches of the HVAC/R industry 21 4 5 63 19
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…resulting in leadership positioningHigh-tech leader in attractive niches of the HVAC/R industry 1 Source: Company elaborations asof 31 December 2022 based on Building Services Research and Information Association data as of 31 December 2021 Note: 1) the rest of the market is mainly driven by proprietary solutions 2) tested by third -party laboratory compared to Top -ten EU benchmarks; 3) compared to average semi -hermetic High value applications Deep knowledge of final applications is key Energy efficiency and high performance
are critical
Requirement for tailored and
customizable solutions
Solutions accounting for a low percentage of the final equipment value #1
In Europe39%
European market share
in Chillers
In Europe
#1
In Europe60%
European market share in Roof -tops
#1 42%
market share
In CRAC for Data Centers(1)
…CONSOLIDATED
IN HVAC PREMIUM NICHES
BREAK -THROUGH
INNOVATIONS
-50% kWh2
HEEZ energy consumption
Higher efficiency3
Rotary DC technologySIGNIFICANT ROOM FOR
FURTHER EXPANSION
…INNOVATION -ORIENTED
IN REFRIGERATION
GROWING PRESENCE
GloballyFocus on attractive niches… 20
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•Focus on WASTE REDUCTION in
food sector
•Increase in number of convenience
stores/ FRESH FOODCHANGE IN
CONSUMER
HABITS
Secular trends…Attractive market growth supported by secular trends2 Source: Company informationReference HVAC and refrigeration Market…supporting attractive market growth •Increasing adoption of AUTOMATION
TECHNOLOGIES and CONNECTED
SOLUTIONSINTERNET
OF THINGS
•Improvement in LIVING STANDARDS increasing demand for HVAC/RGROWING
POPULATION
•ECONOMIC ACTIVITY driving
demand for HVAC/RGLOBAL
GROWTH
21+3%/4%
Expected long -term
cagr
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Growth is driven by market trends and focused strategic
actions…
Geo
expansion
Expansion to
adjacent
niches
Secular
trends
Cross -sellingUp-selling
Energy
savings
Digitalisation Focus on
environmentSECULAR TRENDS
Increasing the market of the applications addressed by CAREL
Expansion of
market of referenceNICHES EXPANSION Leverage of deep knowledge of final applications to expand to adjacent niches
GEOGRAPHIC EXPANSION
Geographic expansion into new markets CAREL share of applications marketGrowth drivers
Market
trends
Increase in
market
share
UP-SELLING / CROSS -SELLING
Increase in the share of wallet of CAREL’s products driven by break -through innovations , such as energy saving features, digitalisation and environmental focusIncrease in
share of
wallet
Market of reference
for applications
CAREL can
address2
22
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…and favoured by up -selling and cross -selling
FROM PRODUCT PLATFORMS TO INTEGRATED ELECTRONIC SOLUTIONS…
From a COMBINATION OF PRODUCTS
FROM DIFFERENT PLATFORMS
SYSTEMS PRODUCT PLATFORMS
…IN THE HVAC AND REFRIGERATION MARKETS
Refrigeration
Example of a BEVERAGE COOLER BeforeExample of a CHILLER UNIT
HVACTo an ECOSYSTEM TO QUICKLY
ADOPT NEW TECHNOLOGIES
2 23
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Positioning and innovation capability hard to replicate Nov-13 Jan-16 Apr-17
Sep-17 Oct-17
Apr-18>5% OF REVENUE1
Invested annually in R&D
PROPRIETARY SOFTWARE
Vast library of proprietary software modules developed over the past 20 years : maximizing customizations and reducing time-to-market ~12% OF TOTAL WORKFORCE dedicated to R&D
6 R&D CENTRES
COMBINING 5 DOMAINS
•Hardware & Firmware
•Software
•Mechanics
•Thermodynamycs
•IoT
RESEARCH COLLABORATION
With Tier-1 Universities and Research InstitutionsTECHNOLOGICAL PARTNERS Cooperation with technology leaders
UNIQUE
KNOW
HOW
AWARD
WINNING
BUSINESS3
Electrolux Supplier
AwardAHR Expo Innovation
AwardChina Refrigeration
Innovation AwardWorld Beverage Innovation AwardRAC Cooling Industry
AwardChina Refrigeration
Award
Source: Company information at 31/12/2025 Note: 1) avg. 2015A -25A. 01100
10110
11110
24
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39% 27%
14% 8%
5% 6%Leadership position in HVAC OEM premium niches… …with no perfect comparableLeadership positioning in premium
niches…
OEM
proprietary
solutionsLarge
diversified
competitorsEM / Low cost
competitors
Vertical niche
approach✓✓✓ ✓✓ ✓ ✓✓✓ Innovation pace & knowledge of final applications✓✓✓ ✓ ✓✓ ✓✓
Integrated
solutions✓✓✓ ✓ ✓✓ ✓ Global operations ✓✓✓ ✓✓ ✓✓✓ ✓
Flexibility for
tailored solutions✓✓✓ ✓✓ ✓ ✓✓✓ Economies of scale ✓✓✓ ✓ ✓✓ ✓ Source: Company elaborations asof 31 December 2022 based on Building Services Research and Information Association data as of 31 December 2021 Chiller European Market Share 60%
16%10% 10%4%
Rooftop European Market Share 3 25
26 This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.
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Large diversified
competitorsEM / Low cost
competitors
Vertical niche approach ✓✓✓ ✓✓ ✓✓✓ Innovation pace & knowledge of final applications✓✓✓ ✓✓ ✓ Integrated solutions ✓✓✓ ✓✓ ✓ Global operations ✓✓✓ ✓✓✓ ✓ Flexibility for tailored solutions✓✓✓ ✓✓ ✓✓✓ Economies of scale ✓✓✓ ✓✓ ✓…and leading in innovation in the refrigeration market …CAREL is a leader in innovation Leveraging on HVAC experience…
HEOS SISTEMA
Waterloop system with DC tech for refrigeration
HECU SISTEMA
High efficiency condensing unit control for multi -split
refrigeration system
HEEZ
Control solution for
refrigerated merchandiser
with rotary DC tech
20152014
2017
2018
EMJ Winner at China Refrigeration
award 20183
Source: Company information and elaborations26
2020
IJ Highly customizable controller with advanced connectivity
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Highly efficient global operations serving locally… 4 Legend: R&D centres Plants Commercial subsidiaries
DIRECT AND HIGHLY SKILLED SALES
NETWORKNORTH AMERICA WESTERN EUROPE NORTH APAC
SOUTH AMERICA REMEA SOUTH APAC
2
Plants
307
Employees
104
Sales force
2
R&D Centre
1
Plant
64
Employees
23
Sales force1
Plant
327
Employees
83
employees
9
Plants
1431
Employees
495
Sales force
3
R&D Centre
2
Plants
497
Employees
133
Sales force93
Sales force
1
R&D Centre
Source: Company information at 31/12/2025x3
GLOBAL PRODUCTION FOOTPRINT
Revenue 2025A breakdown by geography
BEST POSITIONED TO CAPTURE
GLOBAL GROWTH OPPORTUNITIES
83
Sales force
x3
x2x3
EMEA
65%
North America
18%South America
3%APAC
14%
28 This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.
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Track record of profitable growth5 Revenue1 (€m)Double -digit growth Strong profitability
EBITDA1 (€m)
203231255280327332420555650
579629
'15'16'17'18'19'20'21'22'23'242538435147636585112137
105124
'15'16'17'18'19'20'21'22'23'2425Cash generative business Operating cash2 (€m)
282440
2145535060103
77118
'15'16'17'18'19'20'21'22'23'2425High conversion to net income Net Income1 (€m)
212531313535496271
6373
'15'16'17'18'19'20'21'22'23'2425
Source: Company information Note: 2015 -2020 IFRS Note: 1) Including the contribution from M&A and the impact of the non recurring IPO Costs (~8m€ in 2018); 2) Operating cash calculated as cash flow from operations – Net Capex; Resulting in a solid balance sheet and strong value creation to shareholders 28
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Global expansion, innovation and services
BIGCUMULATEDINVESTMENTSECONOMIES
OFSCALE
PRODUCT&
TECHNOLOGYPLATFORMCONTAMINATION
OFDIFFERENT
TECHNOLOGIES
LEADERSHIPINHVAC&GROW
THINREFRIGERATIONIMPROVEMENTOF
SERVICESOFFER
CROSS-SELLING&
UP-SELLING GEOGRAPHICAL
EXPANSIONCross -selling and up -
selling exploiting
high -efficiency trendsConsolidation of
leadership positions
in HVAC
Growth in
Refrigeration
Geographical
expansion through
the introduction of
innovative solutions
in new geographies
Pursuing additional
opportunities
improving services
offer with IoT and
advanced
monitoring solutions6
A 29
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This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.
COMPLEMENTING
CORE -BUSINESS
through the acquisition
of complementary
products / services,
competences and
niche markets, and increasing its presence in European marketsA
GEOGRAPHICAL
EXPANSION , mainly US and EuropeB
Potential selected
acquisitions in NEW
APPLICATIONS AND
SERVICESCPursuing external growth through disciplined bolt -on M&A CAREL has performed detailed analyses and scouting of potential targets , thus promoting an opportunistic approach with a focus on 3 MAIN EXPANSION AREAS:
6 B 30
M&A
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M&A –2023 –Kiona
•Industrial fitting:
✓Increasing R&D fire -power in digital solutions by joining CAREL and Kiona teams.
✓Strengthening CAREL capabilities to develop and sell digital services.
✓Opening new commercial opportunities for
Kiona
✓Developing technological synergies between the Kiona system at the installation level and the CAREL controls on the HVAC/R units 32•Company profile : Kiona is a leading Norway -based Software as a Service (“SaaS”) provider of property technologies solutions for energy consumption optimization and building digitalization in retail & industrial refrigeration, public, commercial and multi -
residential facilities .
•Rationale : The transaction serves as a strategic move to further strengthen CAREL's positioning as a global leader in the HVAC -R industry, addressing the increasing digitalization and shift towards servitization of the sector, as Kiona is expected to materially enhance and accelerate the development of CAREL’s software and digital services offering .
•Transaction structure : Carel Industries S.p.A acquired 82.4% of Kiona on the 31st of August 2023 . The acquisition consideration implies a 100% Enterprise Value of NOK 2.35 billion (c.
€210m). Each of the founder & CEO and other minor shareholders retained a significant portion of their stake, which on an aggregate basis accounts for a c. 17.6% minority stake subject to a 3-years lock up period followed by a put and call option scheme .
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M&A –2022 –Senva 33•Company profile : SENVA is a US company located in Oregon specialising in the design and manufacture of a wide range of sensors , mainly in the air-conditioning and ventilation sectors, and with a significant presence in indoor air quality .
•Rationale : the acquisition of SENVA is a further step towards the process of external growth through complementary products in reference applications that began in 2018 . As in the case of Arion’s acquisition (April 2022 ), the focus in the sensors segment is key to making products more efficient and more connected to their ecosystem , while also facilitating the activation of digital services . Furthermore, Numerous synergies can be achieved through the integration of CAREL and SENVA •Transaction structure : Carel Industries S.p.A acquires all SENVA Inc.'s business through a SPV held by Carel USA Inc., Carel Industries S.p.A.’s US subsidiary . That acquisition is valued at USD 34 million . CAREL will also make an additional payment of up to USD 4 million tied to certain EBITDA results, for a total potential acquisition value of USD 38 million .
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M&A –2022 –Klingenburg 34•Company profile : Klingenburg GmbH and Klingenburg International Sp. Z.o.o. are leading producers of a wide range of products used mainly for heat recovery in ventilation and humidification systems, adiabatic cooling and air purification .
•Rationale : The transaction rationale is mainly attributable to the high degree of complementarity between Recuperator and Klingenburg in relation to the respective technologies of specialisation (plate exchangers for Recuperator and rotary for Klingenburg ) and to the application areas . Furthermore it will strengthen CAREL’s profile as a supplier of complete control solutions with high added value in the conditioning and refrigeration industry, with energy efficiency as one of their main characteristics .
•Transaction structure : The transaction, through which CAREL Industries S.p.A. takes over control of Klingenburg GmbH and Klingenburg International Sp. Z.o.o. via the acquisition of 100% of the share capital of the German and Polish companies , took place in response to an Enterprise Value of Euro 12.0 million (adjusted for approximately 2 million deferred capex) .
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M&A –2022 –Sauber 35•Company profile : Sauber is based in Porto Mantovano (Mantua) and is active mainly in the sector of on-field installation and maintenance services for HVAC/humidification systems in commercial and residential buildings, with a strong focus on energy saving and optimization .
•Rationale : the transaction can be traced back to the implementation of one of the main pillars of CAREL's strategy of strengthening its services area (digital, on-
field and consulting) both by internal activities and through acquisitions .
•Transaction structure : Carel takes over control of Sauber through the acquisition of 70% of its share capital . The acquisition of the remaining 30%, the valuation of which is tied to Sauber future results, is governed by a cross -option mechanism between the parties, exercisable in 2025 .
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M&A –2022 –Arion 36•Company profile : Arion is the joint venture based in Bolgare (Bergamo Province
- Italy), established in 2015 between CAREL and Bridgeport S.p.A. with the aim of developing sensor technology expressly dedicated to the air conditioning and refrigeration sectors .
•Rationale : The transaction is consistent with the Group's long-term strategy since the use of increasingly advanced sensors will make the equipment more efficient, more reliable and more connected with the eco-system in which they are inserted, also facilitating the activation of digital services .
•Transaction structure : Carel acquired a further 30% of the share capital of Arion reaching a 70% stake .
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M&A –2021 –CFM
37 •Company profile : a long-standing distributor and partner in Turkey as well as a provider of digital and on-field services and complete high added value solutions dedicated to OEMs, contractors and end users in the Turkish HVAC (Heating, Ventilation and Air conditioning) and Refrigeration market .
•Transaction structure : Carel took control of CFM through the acquisition of 51% of the share capital of the company The acquisition of the remaining 49% of CFM, the valuation of which is tied to CFM future results, is governed by a cross -option mechanism between the parties, exercisable between 2024 and 2027 .
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M&A –2021 –Enginia 38•Company profile : Enginia has been operating in the AHU sector since 1997 and has grown year after year to become a recognized leader, particularly as regards the manufacture production of dampers for air handling units .
•Rationale : expansion of the product portfolio in the HVAC market, consolidating CAREL's role as a supplier of complete solutions to manufacturers of air handling units through advanced solutions in terms of performance and energy efficiency .
•Transaction structure : Carel , through its subsidiary Recuperator , acquired 100% of the share capital of Enginia .
*The transaction included the real estate complex that houses the company's headquarters, which was valued separately.
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M&A –2018 –Recuperator 39•Company profile : Recuperator is an Italy-based company active in the design, production and sale of "air-to-air" heat exchangers .
•Transaction structure : The purchase price for the entire share capital of Recuperator is EUR 25.7 million, financed through the use of CAREL’s own funds and bank loans•Rationale : Integration with Recuperator expands CAREL’s product portfolio in the HVAC market, consolidating its role as a supplier of complete solutions to manufacturers of air handling units, providing them with ever better solutions in terms of performance and energy efficiency .
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M&A –2018 –HygroMatik 40•Company profile : Hygromatik is based in Henstedt -
Ulzburg , near Hamburg . It designs, produces and markets humidifiers and related accessories, in the industrial, commercial and wellness field.
•Transaction structure : The purchase price and the related cash -out for the entire share capital of HygroMatik GmbH amounted to EUR 56.1 million, financed through the use of own funds and bank loans,•Rationale : integration with HygroMatik will consolidate Carel's positioning in German -speaking countries and in northern Europe thanks to the strong penetration of the acquired company in these markets and will allow for a better positioning in the context of different applications, leveraging the strength of the brand, the industrial excellence and specialised expertise in the field of humidification of one of the main players in the
sector
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