ANNUAL FINANCIAL REPORT 

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2022

Prepared according to IAS/IFRS

(This report has been translated into the English language from the original which was issued in Italian)

1. TABLE OF CONTENTS

1. GOVERNING BODIES AND OFFICERS AS OF DECEMBER 31, 2022

BOARD OF DIRECTORS

Chairman     Marco Pescarmona ^{(1) (3) (5) (7)}

Chief Executive Officer     Alessandro Fracassi ^{(2) (3) (5)}

Directors     Anna Maria Artoni ⁽⁴⁾

     Fausto Boni

     Chiara Burberi ⁽⁴⁾

     Matteo De Brabant 

     Giulia Bianchi Frangipane ⁽⁴⁾

     Klaus Gummerer ^{(4) (6)}

     Valeria Lattuada ⁽⁴⁾ 

     Marco Zampetti

BOARD OF STATUTORY AUDITORS

Chairman     Stefano Gnocchi

Active Statutory Auditors     Paolo Burlando

     Francesca Masotti

Substitute Statutory Auditors     Filippo Colonna

     Barbara Premoli

INDEPENDENT AUDITORS     EY S.p.A.     

COMMITTEES OF THE BOARD OF DIRECTORS

Audit and Risk Committee     

Chairman     Chiara Burberi

     Giulia Bianchi Frangipane

     Marco Zampetti

Remuneration and Share Incentive Committee

Chairman     Anna Maria Artoni

     Valeria Lattuada

     Matteo De Brabant

Committee for Transactions with Related Parties

Chairman     Valeria Lattuada

     Anna Maria Artoni

     Klaus Gummerer

1. The Chairman is the Company's legal representative.

2. The Chief Executive Officer legally represents the Company, disjointly from the Chairman, within the limits of the delegated powers.

3. Executive Director.

4. Independent non-executive Director.

5. Holds executive offices in some Group companies.

6. Lead Independent Director.

7. Executive Director in charge of overseeing the Internal Control System.

DIRECTORS' REPORT ON OPERATIONS  

FINANCIAL YEAR ENDED DECEMBER 31, 2022

2. DIRECTORS' REPORT ON OPERATIONS

   1. Introduction

2. Gruppo MutuiOnline S.p.A. (the "Company" or the "Issuer") is the holding company of a group of firms  (the "Group") with an important position in the Italian market for the online comparison, promotion and intermediation of products provided by financial institutions, e-commerce operators and utility providers (main websites www.mutuionline.it, www.prestitionline.it, www.segugio.it,  www.trovaprezzi.it and www.sostariffe.it) and in the Italian market for the provision of complex business process outsourcing services for the financial sector. Since February 2023, the Group also has a significant position in the Spanish, French and Mexican markets for the online comparison and intermediation mainly of insurance products.

3. In the following sections, we illustrate the main aspects regarding the operations during the past financial year and the current economic and financial structure of the Group.

• 2. Organizational structure

4. As of December 31, 2022, the Issuer controls, also indirectly, the following companies:

• MutuiOnline S.p.A., Money360.it S.p.A, CercAssicurazioni.it S.r.l., Segugio.it S.r.l., Above Comparison S.r.l., Incomparable S.a.r.l. (a company with registered office in Luxembourg), 7Pixel S.r.l., Zoorate S.r.l., Klikkapromo S.r.l., Innovazione Finanziaria SIM S.p.A. e SOS Tariffe S.r.l.: companies operating in the market for the online comparison, promotion and intermediation of products provided by financial institutions, e-commerce operators and utility providers to retail consumers; together they represent the "Broking Division" of the Group; 

• Centro Istruttorie S.p.A., Centro Finanziamenti S.p.A., Quinservizi S.p.A., CESAM S.r.l., EuroServizi per i Notai S.r.l., MOL BPO S.r.l., Agenzia Italia S.p.A., 65Plus S.r.l., Eagle & Wise Service S.r.l., Eagle Agency S.r.l., Luna Service S.r.l., Europa Centro Servizi S.r.l., Sovime S.r.l., Trebi Generalconsult S.r.l., Gruppo Lercari S.r.l. (and its subsidiaries) and Finprom S.r.l. (a company with registered office in Romania): companies operating in the Italian market for the provision of complex business process outsourcing services for the financial sector; together they represent the "BPO (i.e. Business Process Outsourcing) Division" of the Group;

• PP&E S.r.l.: offering real estate renting and support services to the other Italian subsidiaries of the Issuer.

It should be noted that Gruppo Lercari S.r.l. controls the following subsidiaries: Lercari S.r.l., Service Lercari S.r.l., San Filippo S.r.l., Global Care S.r.l., Lercari International Ltd (a company with registered office in UK), Forensic Experts S.r.l., Finprom Insurance S.r.l. (a company with registered office in Romania), Onda S.r.l. (which controls Resolution and Service S.r.l. and Surf S.r.l.), and Lercari Motor S.r.l. (together, the "Lercari Group").

In addition, Gruppo MutuiOnline S.p.A. owns 35% of the share capital of Generale Servizi Amministrativi S.r.l., 50% of the share capital of the joint venture PrestiPro S.r.l. in liquidazione, 35% of the share capital of CFN Generale Fiduciaria S.p.A., 25% of the share capital of CFN Generale Trustee S.r.l. through subsidiary Cesam S.r.l., 20% of the share capital of Geckoway S.r.l. through subsidiary Agenzia Italia S.p.A. and 40% of the share capital of LC Servizi S.r.l. in liquidazione, through subsidiary Gruppo Lercari S.r.l..

On January 17, 2022, the Issuer acquired 100% of the share capital of Luna Service S.r.l., a company operating in the development of software and the provision of services in the property registers area, for a consideration of Euro 974 thousand. 

On February 1, 2022, the Group signed a contract to acquire, through the Lercari Group, 100% of the share capital of Gema Motor S.r.l., a company that offers insurance outsourcing services in the automotive sector, for a consideration of Euro 1,498 thousand.

On February 23, 2022 the joint venture Prestipro S.r.l. was put in liquidation. On January 24, 2023, the liquidation process ended with the cancellation of the company, from which no significant costs for the Group emerged.

On March 1, 2022 the Issuer acquired 100% of the share capital of Europa Centro Servizi S.r.l., a company operating in the field of para-legal services in support of operators in the NPL sector and real estate procedures, for a consideration of Euro 15,256 thousand. In addition, there is an earn-out linked to future economic performance, which at the date of acquisition was estimated at Euro 257 thousand.

In the first quarter of 2022, Finprom Insurance S.r.l., a company under Romanian law, incorporated in December 2021, became operational, to which the business unit relating to insurance outsourcing activities of Finprom S.r.l. was subsequently transferred.

On March 16, 2022, the Group, through its subsidiary 7Pixel S.r.l., signed an agreement to sell 8.0% of the share capital of Zoorate S.r.l., for a consideration equal to Euro 671 thousand. New reciprocal 4-year put/call rights were agreed with the purchasers regarding this shareholding.

On April 26, 2022, the Issuer sold 100% of the share capital of Centro Processi Assicurativi S.r.l. to its subsidiary Gruppo Lercari S.r.l., for a consideration equal to Euro 3,072 thousand.

On May 12, 2022, the Issuer sold 100% of the share capital of Finprom Insurance S.r.l. to its subsidiary Gruppo Lercari S.r.l., for a consideration equal to Euro 2,000 thousand.

On May 27, 2022, the Issuer acquired an additional 9.48% stake of the share capital of CFN Generale Fiduciaria S.p.A. (previously named Generale Fiduciaria S.p.A.), for an amount of Euro 116 thousand, reaching a participation equal to 49.48%. Subsequently, on July 1^st, 2022, following an increase of share capital subscribed by the majority shareholders of the associate, the Issuer's shareholding in that company passed from 49.48% to 35.0% of the share capital.

On May 27, 2022, the Issuer sold a 5.0% stake of the share capital of Generale Servizi Amministrativi S.r.l., for an amount of Euro 40 thousand.

On June 1, 2022, the Group signed a contract for the acquisition, through the Lercari Group, of 100% of the share capital of Onda S.r.l., a company at the head of a group of firms (the "Onda Group") specializing in the provision of expert and other after-sales services to insurance companies, at a price of Euro 4,750 thousand.

On July 22, 2022, subsidiary CESAM S.r.l. subscribed 25% of the share capital of the newly incorporated CFN Generale Trustee S.r.l., for an amount equal to Euro 10 thousand.

On August 4, 2022, subsidiary Gruppo Lercari S.r.l. sold its 50% stake in the company SircusGandino S.r.l., for a consideration of Euro 87 thousand.

On August 28, 2022, the Group signed a binding agreement with ZPG Comparison Services Holdings UK Ltd and with its subsidiary Penguin Portals Ltd (the "Sellers"), both part of the RVU Group ("RVU"), concerning (i) the acquisition by the Group of 100% of the share capital of Rastreator.com Ltd and Preminen Price Comparison Holdings Ltd and their subsidiaries, (ii) the grant by the Group to the Sellers of a put option on 100% of the share capital of LeLynx SAS, exercised in 2023 pursuant to articles L 23-10-1 and 23-10-7 of the French Code de Commerce (iii) the transfer to one of the entities of the perimeter acquired by the Group of the IT excellence center with headquarters in India currently at the service of the companies interested by the transaction, with the transfer of a company branch from Inspop.com Limited (the "Transaction"). The main assets of the group of companies involved in the Transaction are the Rastreator.com, LeLynx.fr, and Rastreator.mx portals, which represent leading operators in the sector of online comparison and intermediation of insurance products in Spain, Mexico and France. The Transaction was completed on February 1, 2023, and since that date the acquired entities are part of the Broking Division.

On September 16 and November 10, 2022, respectively, the wholly-owned subsidiaries Above Comparison S.r.l. and Incomparable S.a.r.l. were established to hold, directly and indirectly, the participations concerned by the Transaction.

On October 7, 2022, the Group acquired, through its subsidiary Europa Centro Servizi S.r.l., 100% of the share capital of Sovime S.r.l., a company active in the provision of services and information mainly in the hypocadastral field, for the benefit of banking institutions and operators active in debt management and credit collection, for a consideration equal to Euro 669 thousand. In addition, there is an earn-out linked to the future economic performance of the acquired entity, which at the acquisition date was estimated at Euro 1,163 thousand.

On October 28, 2022, the Group acquired, through the subsidiary Agenzia Italia S.p.A., 100% of the share capital of Trebi Generalconsult S.r.l. ("Trebi"), a leading company in the development and provision of software solutions for the financing sector, including in particular leasing, rental and the management of non-performing loans. The agreed consideration for the purchase of 100% of the share capital of Trebi is equal to Euro 89,500 thousand, of which Euro 77,500 thousand paid at closing and Euro 12,000 thousand retained as escrow to guarantee potential indemnity obligations arising from the sale and purchase agreement, with progressive release over a four-year period. The payment of the price has been financed with available cash and the use of already available credit lines. 

On December 31, 2022, the merger by incorporation of PrestitiOnline S.p.A. into MutuiOnline S.p.A. was completed, with retroactive accounting effects from January 1^st, 2022.

Therefore, the consolidation area as of December 31, 2022, presented by Division, is the following: 

Broking Division:

BPO Division:

5. 
   

6. Broking Division

7. Our Broking Division operates in the Italian market for loan distribution as a credit intermediary, in the market for insurance distribution as a broker, in the market for the distribution of telecommunications and energy services, and in the market for the promotion of e-commerce operators. Since February 2023, the Division has extended its presence to Spain, France and Mexico, where it conducts online distribution of mainly insurance products. The activities carried out by our Broking Division are organized mainly into the following business lines, on the basis of the type of intermediated product: 

1. Credit Broking: broking of mortgage loans and consumer loans products, mainly through the online channel (www.mutuionline.it and www.prestitionline.it websites); 

2. Insurance Broking: online broking of insurance products, mainly motor third party liability and other motor insurance products (www.cercassicurazioni.it  website);

3. E-Commerce Price Comparison: comparison and promotion of e-commerce operators (www.trovaprezzi.it website);

4. Telco & Energy Comparison: comparison and promotion of telecommunications and energy services (www.sostariffe.it website).

8. The activity of the Broking Division is also carried out under the "Segugio.it" brand (www.segugio.it website), which operates as a multibrand aggregator for insurance, credit, telecommunications and energy products, mainly pushed by television and online advertising focused on insurance products. Each section of the website is however managed by the product companies of the Group and the related revenues are reported within the above mentioned business lines.

9. Besides, subsidiary Innovazione Finanziaria SIM S.p.A. - authorized to professionally perform placement services to the public without underwriting or warranties pursuant to article 1, comma 5, letter c-bis) of Legislative Decree no. 58 of February 24, 1998 - manages, by means of website www.fondionline.it, an on-line mutual fund supermarket. 

10. BPO Division

11. Our BPO Division provides outsourcing and IT services mainly to the benefit of financial institutions operating on the Italian market, with a high level of specialization in some reference verticals.

12. Our BPO services are structured along six separate business lines, on the basis of the type of services rendered and the type of underlying financial product:

1. Mortgage BPO: provides remote loan sales and packaging and mortgage underwriting and closing services; this business line includes notary support services;

2. Real Estate Services BPO: offers real estate appraisal services and technical real estate services for operators in the financial sector and debt collection;

3. Loans BPO: provides application processing and portfolio management services for salary/pension guaranteed loans, and for business loans to companies, also assisted by a guarantee from the State;

4. Insurance BPO: provides management and claim settlement outsourcing services;

5. Investment services BPO: provides complete operational service solutions and technology platforms to investment and asset management companies;

6. Leasing & Rental BPO/IT: provides BPO services and IT core solutions for leasing and long-term rental operators.

• 3. Information about the profitability of the Group 

13. In the following paragraph we describe the main factors affecting the results of the operations of the Group for the year ended December 31, 2022. The income statement and the cash flow data for the year ended December 31, 2022 are taken from the consolidated annual report prepared according to the international accounting standards approved by the European Union and are compared with the same data for the year ended December 31, 2021.

14. The following table shows the consolidated income statements of the Group for the years ended December 31, 2022 and 2021, together with the percentage weight of each item on the Group revenues.

15. 
    

1. % of total revenues

Revenues in the year ended December 31, 2022, are Euro 310,770 thousand, 0.9% lower than in the previous year. Please refer to paragraph 2.3.1 for the evolution of revenues by Division and business line.

In the financial year ended December 31, 2022, services costs decrease by 2.0% compared to the financial year ended December 31, 2021. Such trend is the result of the decrease of the costs of notary services, linked to the sharp drop in volumes of para-notary services provided within the Mortgage BPO business line, due to the significant contraction of the remortgage market. The trend is partly offset by the increase in consultancy costs associated with acquisitions in the period and higher service costs related to the enlargement of the consolidation area. 

Personnel costs increase by 10.8% compared to the financial year ended December 31, 2021, mainly due to the increase of the number of human resources employed by the Group, following the enlargement of the consolidation area.

The following table provides information about the average headcount for the financial years ended December 31, 2022 and 2021:

Other operating costs increase by 13.5%, compared to the financial year ended December 31, 2021.

Depreciation and amortization increase by 6.0% in the financial year ended December 31, 2022 compared to the previous financial year, mainly due to the higher values of the assets recognized following the completion of the purchase price allocations related to the acquisitions of Europa Centro Servizi S.r.l., Luna Service S.r.l. e Onda S.r.l..

Financial costs for the financial year ended December 31, 2022, show a negative balance, mainly due to the interest expense on the outstanding loans in the period, equal to Euro 3,916 thousand, partially offset by the dividends received from Moneysupermarket.com Group PLC ("Moneysupermarket") for Euro 3,450 thousand).

The "Income tax expense" item, mainly includes the current taxes related to the financial year 2022 for Euro 11,299 thousand and the utilization of the period of the deferred tax assets related to the higher value of assets revaluated during 2020, for Euro 6,583 thousand. We point out that the item "Income tax expense" as of December 31, 2021 also included the write down of deferred tax assets on trademarks (amounting to Euro 28,801 thousand).

• • 1. Revenues

The table below provides a breakdown of our revenues by Division and business line, for the years ended December 31, 2022 and 2021.

1. Percentage of total revenues.

16. Broking Division

In the financial year ended December 31, 2022, revenues of the Broking Division decrease by 2.4%, passing from Euro 134,248 thousand in the financial year ended December 31, 2021 to Euro 131,042 thousand in the financial year ended December 31, 2022.

Credit Broking

Credit Broking revenues go from Euro 63,079 thousand (equal to the sum of Mortgage Broking and Consumer Loan Broking revenues) in 2021 to Euro 50,754 thousand in 2022 (-19.5%), as a result of a sharp drop in volumes of brokered mortgages compared to the previous financial year.

Insurance Broking

Insurance Broking revenues grow from Euro 24,482 thousand in financial year 2021 to Euro 28,399 thousand in financial year 2022 (+7.8%), as a result of the increase of the number of policies brokered.

E-Commerce Price Comparison

E-Commerce Price Comparison revenues go from Euro 34,057 thousand in financial year 2021 to Euro 37,381 thousand in financial year 2022 (+9.8%).

Telco & Energy Comparison

Telco & Energy Comparison revenues go from Euro 9,902 thousand in financial year 2021 to Euro 10,769 thousand in financial year 2022 (+8.8%). 

17. BPO Division

Revenues of the BPO Division increase, going from Euro 179,216 thousand in financial year 2021 to Euro 179,728 thousand in financial year 2022 (+0.3%). 

Mortgage BPO

Mortgage BPO revenues go from Euro 53.685 thousand in financial year 2021 to Euro 32.627 thousand in financial year 2022 (-39.2%). Such result is mainly due to the sharp drop of activity volumes for para-notary services, as a result of the significant contraction of the remortgage market.

Real Estate Services BPO

Real Estate Services BPO revenues go from Euro 20,894 thousand in financial year 2021 to Euro 29.504 thousand in financial year, 2022 (+41.2%). The increase is mainly due to the contribution of Europa Centro Servizi S.r.l., whose results are consolidated starting from March 1^st, 2022, and to the higher volumes of services related to the "Ecobonus 110%", linked to interventions of energy efficiency in buildings. 

Loans BPO

Loans BPO revenues go from Euro 25,206 thousand in financial year 2021 to Euro 26,185 thousand in financial year 2022 (+3.9%).

Insurance BPO

Insurance BPO revenues go from Euro 31,214 thousand in financial year 2021 to Euro 34,806 thousand in financial year 2022 (+11.5%), mainly due to the contribution of the new acquisitions occurred in 2022.

Investment Services BPO

Investment Services BPO revenues go from Euro 10,351 thousand in financial year 2021 to Euro 11,330 thousand in financial year ended 2022 (+9.5%).

Leasing & Rental BPO/IT

Leasing & Rental BPO/IT revenues go from Euro 35.811 thousand in financial year 2021 to Euro 40,312 thousand in financial year 2022 (+12.6%), due to both the growth in activity volumes of Agenzia Italia S.p.A. and the contribution of Trebi Generalconsult S.r.l., whose results are consolidated starting from November 1^st, 2022.

• • 2. Operating income (EBIT)

18. Operating income (EBIT) decreases from Euro 68,964 thousand in the financial year ended December 31, 2021 to Euro 66.542 thousand in the financial year ended December 31, 2022 (-3.5%) as detailed in the following table.

19.    

1. Percentage of total revenues, if appropriate by Division (operating margin).

The operating income margin in financial year 2022 is 21.4% of revenues, slightly down if compared to 22.0% of financial year 2021. 

Such result is due to the decreased operating income margin of the Broking Division, going from 32.9% in 2021 to 30.0% in 2022, partially offset by the increase of the operating income margin of the BPO Division, going from 13.8% in 2021 to 15.2 in 2022. 

The decrease of the margin of the Broking Division is mainly attributable to the significant drop of revenues of the Credit Broking business line.

The increase of the margin of the BPO Division is attributable to the one-off effect of a write down made in 2021, affecting the comparability of results. Net of such effect, the marginality in 2022 is in line with the previous year. 

• • 3. EBITDA

20. EBITDA is calculated as net income before income tax expense, net financial income/(expenses), and depreciation and amortization.

21. The following table presents a reconciliation between net income and EBITDA for the financial years ended December 31, 2022 and 2021:

22.    

23. EBITDA increases in the financial year ended December 31, 2022, passing from Euro 92,552 thousand in 2021 to Euro 88.568 thousand in 2022 (-4.3%).

The table below provides a breakdown of EBITDA by Division, for the years ended December 31, 2022 and 2021:

1. Percentage of total revenues, if appropriate by Division (EBITDA  margin).

EBITDA in the financial year ended December 31, 2022 is 28.5% of revenues, down compared to 29.5% in the financial year ended December 31, 2021. 

• • 4. Net income

24. Net income increases in the financial year ended December 31, 2022, passing from Euro 17,839 thousand in 2021 to Euro 47,529 thousand in 2022 (+166.4%). Such trend is due to the change of income taxes of the period, whose balance in financial year 2021 included the release of deferred tax assets related to the revaluation of trademarks for an amount equal to Euro 28,801 thousand.  

• 4. Information about the financial resources of the Group

25. The following table presents the net financial position as of December 31, 2022 and 2021, prepared according to ESMA orientation 32-382-1138 of March 4, 2021 and to Consob guidance n. 5/21 of April 29, 2021:

26.  

27. * The data as of December 31, 2021 incorporate a reclassification, please see note 5 to the consolidated financial statements.

28. The net financial position as of December 31, 2022 shows a negative cash balance of Euro 195,247 thousand, worsening for Euro 146,425 thousand if compared to December 31, 2021.

29. For a description of the evolution of cash flows in the financial year ended December 31, 2022, please refer to the following paragraph 2.4.2.

• • 1. Current and non-current indebtedness

30. Current and non-current indebtedness as of December 31, 2022 and 2021 is summarized in the following table.

31.  

32. Long and medium-term bank borrowings

33. Long and medium-term bank borrowings as of December 31, 2022 and December 31, 2021 are summarized in the following table:

34.  

The increase of non-current bank borrowings is mainly due to the subscription by the Issuer of:

• a loan with Intesa SanPaolo S.p.A., on July 29, 2022, composed of two tranches, respectively of Euro 40,000 thousand and 60,000 thousand, both disbursed in 2022. The contract provides, for both tranches of the loan, an expiration date of December 31, 2028, with an interest rate equal to the 6-month Euribor rate, increased by a margin of 2.00%. In addition, on 60% of the disbursed amount, and until December 31, 2026, a derivative contract was signed to hedge the interest rate, which is converted to a fixed rate at 1.396%, increased by the margin of 2.00%.

• a loan with Credit Agricole Italia S.p.A., on August 9, 2022, and disbursed in the fourth quarter 2022 for Euro 60,000 thousand, with expiration date at June 30, 2028, with a variable interest rate equal to 3-month Euribor, increased by a spread of 1.65%. 

• a loan with Unicredit S.p.A., on August 9, 2022, for an amount equal to Euro 50,000 thousand, with expiration date at August 31, 2027, with a variable interest rate equal to 3-month Euribor, increased by a spread of 1.80%. In addition, on 60% of the financed amount, equal to Euro 30,000 thousand, and until August 29, 2025, a derivative contract was signed into to hedge the interest rate, which is converted to a fixed rate at 1.435%, increased by the margin of 1.80%. 

• a loan with Banco BPM S.p.A., on September 5, 2022, for a total amount equal to Euro 50,000 thousand, with a variable interest rate equal to 6-month Euribor, increased by a spread of 1.80% on a credit line equal to Euro 35,000 thousand ("Line A"), with expiration date at June 30, 2028, and a spread of 2.00% on a bullet credit line equal to Euro 15,000 thousand ("Line B"), with expiration date at December 31, 2028. In addition, on 50% of the financed amount, and until the expiration date of each credit line, a derivative contract was signed into to hedge the interest rate, which is converted to a fixed rate at 2.39% for the Line A, and 2.485% for the Line B, increased by the margins described above;

• a loan with Credito Emiliano S.p.A., on November 2, 2022, for an amount equal to Euro 10,000 thousand, with expiration date at November 2, 2026, with a variable interest rate equal to 1-month Euribor, increased by a spread of 0.90%.

Regarding the pre-existing loans, we remind that: 

• on June 28, 2018 the Issuer signed a loan agreement with Crédit Agricole Italia S.p.A., for an amount equal to Euro 20,000 thousand, with expiration date June 30, 2025, paid in two tranches on June 28, 2018 and July 4, 2018. The interest rate on this loan is equal to 3-month Euribor increased by a spread equal to 0.90% and is subject to variation at each payment date based on the ratio between the Net Financial Indebtedness and EBITDA;

• on March 30, 2020 the Issuer signed a loan agreement with con Crédit Agricole Italia S.p.A., for an amount equal to Euro 15,000 thousand, expiring on June 30, 2026, at a yearly fixed rate equal to 1.05%;

• on May 21, 2020, subsidiary Agenzia Italia S.p.A. signed a loan agreement with con Banco BPM S.p.A., for an amount equal to Euro 10,000 thousand, expiring on December 31, 2024, at a yearly fixed rate equal to 1.09%;

• on February 26, 2021 the Issuer signed a loan agreement with Unicredit S.p.A., for an amount equal to Euro 10,000 thousand, expiring February 28, 2026, with a variable interest rate equal to 3-month Euribor increased by 1.60%. On such loan we took a derivative contract to hedge the variable rate, which converts the 3-month Euribor interest rate into a yearly fixed rate of minus 0.15% and whose fair value as of December 31, 2021 shows a negative value equal to Euro 16 thousand;

• on March 30, 2021 the Issuer signed a loan agreement with Intesa SanPaolo S.p.A., for an amount equal to Euro 80,000 thousand, expiring March 30, 2028, with a fixed interest rate equal to 1.45%. We point out that such loan was partially used for the early reimbursement of the previous loans of the same bank, which had a residual debt equal to Euro 37,009 thousand;

• on September 9, 2021 the Issuer signed a loan agreement with Credito Emiliano S.p.A., for an amount equal to Euro 20,000 thousand, expiring September 9, 2026, with a fixed interest rate equal to 0.58%. We point out that such loan was mainly used for the early reimbursement of the previous loans of the same bank, which had a residual debt equal to Euro 16,798 thousand.

35. Short-term bank borrowings and bank credit lines

36. Short-term bank borrowings refer to the short-term credit lines used by Agenzia Italia S.p.A., for an amount equal to Euro 8,000 thousand as of December 31, 2022. 

37. Other non-current financial liabilities

38. Other non-current financial liabilities consist in the financial liabilities for the exercise of the put/call option for the residual 49.9% stake of Gruppo Lercari S.r.l., for the residual 15.5% stake of Agenzia Italia S.p.A., and for the residual 8% stake of Zoorate S.r.l., and in the leasing liabilities deriving from the adoption of the IFRS 16 standard. 

39. Other current financial liabilities

40. Other current financial liabilities consist in the current portion of the leasing liabilities deriving from the adoption of the IFRS 16 standard.

• • 2. Cash flow analysis

41. In this paragraph we present an analysis of the consolidated cash flows of the Group for the financial years ended December 31, 2022 and 2021.

42. The following table shows a summary of the consolidated statements of cash flows for the financial years ended December 31, 2022 and 2021.

43. 
    

44. In the financial year ended December 31, 2022 the Group generated liquidity for an amount equal to Euro 101,803 thousand, versus an amount of Euro 38,985 thousand during the previous financial year. The cash generation is attributable to the cash flow generated by the operating and financing activities, and it is partially offset by the cash absorbed by the investment activity. 

45. Cash flow generated by operating activities

46. Operating activities show a cash generation equal to Euro 61.991 thousand in the financial year ended December 31, 2022, significantly up if compared to the cash generated in the financial year ended December 31, 2021, equal to Euro 1,392 thousand.

Such increase is attributable to the evolution of the changes in net working capital, for the analysis of which refer to paragraph 2.4.3, partially offset by the reduced cash generation from operating activities.

47. Cash flow generated by investing activities

Investing activities absorbed cash for Euro 159,301 thousand in the financial year ended December 31, 2022, compared to Euro 11,139 thousand of absorbed cash in the financial year ended December 31, 2021. The cash absorbed is mainly attributable to the purchase of Moneysupermarket.com Group PLC shares for Euro 67,373 thousand and to the corporate acquisitions made during the financial year that, net of the cash acquired and the consideration still to be paid, absorbed cash for Euro 87,621 thousand. 

48. Cash flow generated by financing activities

49. Financing activities generated cash for Euro 199,113 thousand in the financial year ended December 31, 2022, compared to a cash generation of Euro 26,454 thousand in the financial year ended December 31, 2021.

50. The cash flows generated during the financial year ended December 31, 2022 are due to the subscription of new bank loans for Euro 272,439 thousand, and they are partially offset by the purchases and disposals of own shares for a net amount equal to 25,025 thousand, the payment of dividends for Euro 15,239 thousand and the reimbursement of outstanding loans for an amount equal to Euro 25,433 thousand.

• • 3. Composition and changes in net working capital

51. The following table presents the breakdown of the components of net working capital as of December 31, 2022 and 2021.

52. 
    

53. Net working capital records an increase equal to Euro 1,506 thousand in the financial year ended December 31, 2022. 

Such trend is mainly related to the increase of the trade receivables, in relation to the higher receivables of Agenzia Italia S.p.A., and to the receivables of subsidiary Trebi Generalconsult S.r.l., acquired during 2022, partially offset by the increase of tax liabilities, and other current liabilities, due to, for Euro 4,350 thousand, to the current portion of the consideration still to be paid for the corporate acquisitions in the period.

• 5. Table of reconciliation of the consolidated net income and equity with the Issuer's data

54. Among "Other consolidation adjustments" we also include the higher values deriving from the goodwill recognized upon the first consolidation of the purchased participations, mainly in 7Pixel S.r.l., Quinservizi S.p.A., Centro Processi Assicurativi S.r.l., INSECO S.r.l., EuroServizi per i Notai S.r.l., Agenzia Italia S.p.A., Eagle & Wise Service S.r.l., SOS Tariffe S.r.l., Lercari Group, Trebi Generalconsult S.r.l., Europa Centro Servizi S.r.l. and Onda S.r.l..

• 6. Research and development

55. Within the Group, several development teams regularly work with the objective of improving and enhancing the IT systems and the software platforms used to supply services to consumers, lenders and insurance companies. 

56. The capitalized costs related to software development in the financial year ended on December 31, 2022 amount to Euro 7,514 thousand (Euro 4,853 thousand in 2021). During the financial year ended December 31, 2022, the Group increased the resources dedicated to development activities, resulting in an increase in capitalized costs compared to financial year ended December 31, 2021.

57. The proprietary software platforms represent the core of the operations of the companies of the Group in both Divisions and must be continuously expanded and developed to improve their commercial effectiveness, incorporate legislative changes, manage new kinds of products, simplify processes, increase efficiency, improve consulting ability, increase operators' productivity, adapt to the increasingly sophisticated requirements of our client financial institutions, and ensure data protection and security.

• 7. Own shares

On April 28, 2022, the shareholders' meeting revoked, for the unused portion, the previous authorization for the purchase and sale of own shares dated April 29, 2021 and authorized the purchase of own shares within the limits of retained earnings and distributable reserves from the last approved statutory financial statements of the Issuer and for a period of 18 months, and for a maximum of 20% of ordinary share capital, with the following purposes:

1. for activities in support of market liquidity;

2. for the possible use of shares as consideration in extraordinary transactions, including exchanges of participations with other subjects, as part of transactions in the Company's interest;

3. to allot own shares purchased to distribution programs, against payment or free of charge, of stock options or shares to employees, directors and other personnel of the Company or its subsidiaries, as well as to the service of programs for the free allocation of shares to shareholders;

4. for the execution of the contract signed between the Issuer and the company acting as specialist operator on the stock market;

5. for an efficient investment of the liquidity of the Group.

During the year ended December 31, 2022 the Issuer purchased 833.413 own shares equal to 2.084% of ordinary share capital. During the same period following the exercise of vested stock options held by some employees of the Group, the Issuer sold 6.500 own shares equal to 0.016% of ordinary share capital.

Therefore, as of December 31, 2022 the Issuer holds 2,488,954  own shares, equal to 6.222% of ordinary share capital, for a total cost equal to Euro 37,801 thousand. As of the same date, the subsidiaries of the Group do not hold any shares of the Issuer.  

During the first months of 2023, the Issuer purchased 65,477 own shares equal to 0.164% of ordinary share capital. During the same period, the Issuer sold, following the exercise of vested stock options held by some employees of the Group, 100 own shares. 

As of the date of approval of this report, therefore, the Issuer holds a total of 2.554.331 own shares, equal to 6.386% of ordinary share capital, for a total cost equal to Euro 39,653 thousand, equal to Euro 15.52 per share. As of the same date, the subsidiaries of the Group do not hold any shares of the Issuer.  

• 8. Report on corporate governance

For the report on corporate governance and on the adhesion to the codes of conduct, please refer to the report approved by the Board of Directors on March 15, 2023 and attached to this document.

• 9. Non-financial report ex Legislative Decree n. 254/2016

The Issuer, in compliance with article 5 comma 3, letter b, of the Legislative Decree n. 254/2016, prepared the non-financial consolidated report which represents a separate report. The non-financial consolidated report 2022, prepared according to the option "In accordance" of the "GRI Standards", is available on the Internet site of the Group.

• 10. Shareholdings of the members of the governing and controlling bodies, general managers and managers with strategic responsibilities

The following table shows the participations in the ordinary share capital of the Issuer held by the members of the governing and controlling bodies, general managers and managers with strategic responsibilities in the year ended December 31, 2022.

Besides, it is worth pointing out that Marco Pescarmona holds a 50% indirect shareholding in Alma Ventures S.A. (through Guderian S.p.A.) and Alessandro Fracassi holds a 50% indirect shareholding in Alma Ventures S.A. (through Casper S.r.l.) and that Alma Venture S.A., as of December 31, 2022, holds 12,847,842 shares of the Issuer, equal to 32.12% of the ordinary share capital, of which 6.772 purchased during the financial year ended December 31, 2022.

• 11. Evolution of the Italian residential mortgage market 

The ongoing contraction of the residential mortgage market continued in the fourth quarter of 2022 and in the early months of 2023, due to a collapse in remortgage volumes and a significant contraction of purchase mortgage volumes.

Data from Assofin, an association representing the main banks active in the sector, show a drop in new gross originations of 18.6% in October, 21.3% in November and 23.6% in December 2022, and 25.1% in January 2023; in January 2023, the year-on-year drop in the volume of purchase mortgages is 24.1%. Data from CRIF, the company that manages the main credit information system in Italy, report a year-on-year drop of 22.7% in credit bureau inquiries for residential mortgage applications for the whole of 2022, while in January and February 2023, the drop is 22.8% and 25.3%, respectively.

The current level of interest rates, together with the situation of geopolitical and economic uncertainty, explain the weak demand for mortgages noted by leading market observers. The market contraction, now mainly caused by the drop in purchase mortgages, is therefore set to continue for several months and may only cease once demand stabilizes. On a more optimistic note, mortgage subsidies for young people have been reinstated until June 2023, the positive effect of which may become apparent in the second quarter of the year.

• 12. Foreseeable evolution 

      1. Broking Division

After a first half of 2022 with solidly growing results, the Broking Division suffered significantly in the second half of the year from the contraction of the mortgage market, which was more pronounced and impactful than expected.

For the first part of 2023, on a like-for-like basis, the weakness in the mortgage market is expected to continue to cause an overall contraction in economic results, despite expectations of stability or growth for other products. For the remainder of the year, expectations are potentially better but still uncertain. 

On the other hand, the international acquisitions, which were finalized on 1° February 2023, may provide a non-negligible positive contribution to the overall results of the Broking Division in the financial year, also increasing the diversification of revenues.

Credit Broking

After a good first half of the year, first the volumes of applications and then the volumes of brokered mortgages decreased significantly. Compared to the original expectation of a sharp drop in volumes of remortgages, which punctually occurred, an unexpectedly significant drop in volumes of purchase mortgages was also observed, especially starting from September. Demand and brokered volumes of consumer credit products, on the other hand, did not suffer to the same extent from the rise in interest rates.

For the first half of 2023, also in light of the weakness of demand in the final part of the previous year, a significant contraction in brokered mortgage volumes is to be expected. On the other hand, incoming demand appears to be improving, even if the recovery derives largely from new demand for remortgages to switch from floating rate to fixed rate, transactions that are encountering less appetite with many banks. The second half of the year could see a better performance in a year-on-year comparison, as a function of both the evolution of demand and a comparison with already weak periods. Regarding consumer credit products, on the other hand, substantial stability is expected.

Insurance broking

During 2022, the business line continued to grow, even if slower than in previous years, especially in terms of new customers. 

For 2023, we observe an initial increase in insurance premiums, which is likely to intensify during the year and may lead to an acceleration of the growth in results, especially in terms of the increased propensity of consumers to seek out the best deals on the market.

Telco and Energy comparison

Fine-tuning of the product and the organization continued during 2022. The Italian energy market remained open, albeit only with indexed price offers. Overall, the business recorded modest revenue growth, resulting from significant growth in energy products and a drop in telecommunications, with profitability improving.

For 2023, results are expected to grow due to the impact of the operational improvements implemented. However, it is difficult to predict the evolution of demand, which can fluctuate significantly with price changes felt by consumers on existing contracts.

E-Commerce price comparison

During 2022, the business continued to grow, although less than in the previous year. Work continued on improving the product and expanding the services offered, aimed at providing consumers with the best options for saving on their online purchases.

2023 is also expected to see moderate growth, however this trend could change depending on the evolution of the Italian e-commerce market and consumer confidence.

International Markets

The companies acquired on February 1^st, 2023 are mainly active in the field of online comparison and intermediation of insurance products; consequently, they could react positively to the current inflationary environment, which should encourage consumers to search for new insurance options.

For 2023, the goal is to increase financial performance compared to 2022 through a high focus on execution, leveraging existing resources and transferring some operational and commercial best practices.

• • 2. BPO Division

In 2022, the BPO Division performed in line with the projections released during the year. Revenues and operating margins at the EBITDA level are broadly in line with 2021. This result benefits from the contribution of acquisitions completed during the year. In particular, the fourth quarter appears to have grown significantly compared to the same period of the last year due to the contribution, starting from November 1^st, of the results of Trebi Generalconsult S.r.l.. Excluding the effects of new acquisitions, 2022 revenues would have decreased by about 5% compared to 2021.

In macroeconomic terms, 2023 is expected to see a slowdown in the growth of inflation and interest rates, along with a general cooling of the economy and a reduction in the number of real estate transactions, with potential negative repercussions on house prices as well. In the absence of significant restrictions on the supply of credit, both retail and corporate, the BPO Division expects, albeit with differentiated dynamics at the level of the individual business lines, a 2023 with substantially stable revenues at constant scope, and overall, thanks to the acquisitions finalized in 2022, to reach 200 million in revenues. Management will focus its attention on maintaining current levels of operating margins in the face of inflationary pressure on personnel costs and increasing complexity resulting from recent acquisitions.

Mortgage BPO

While mortgage demand is weak, a 2023 of substantial stability at the turnover level is expected, thanks to the acquisition of a new client for underwriting outsourcing services and the renewed credit appetite of one of the long-standing clients. The slight upturn in remortgages related to the customers' desire to switch to fixed-rate financing in this rising rate scenario should also support a maintenance of the revenue levels achieved in the fiscal year just ended.

Real Estate Services BPO

After a record year, 2023 results will see a reduction related to the gradual phasing out during the year of the market for financial institutions purchasing tax credits related to "Ecobonus" incentives, for which the Division performed audit activities. This decrease will be only partially offset by the contribution of the acquisitions completed during 2023. 

Loans BPO

In 2022, revenues and margins were up slightly compared to 2021. Management expects this positive trend to continue, thanks to a strengthening in our position in the management of guaranteed SME loan portfolios, partly with the role of specialized sub-servicer in structured finance transactions.

Insurance BPO

2022 saw revenue growth at the organic level and through acquisitions, while experiencing pressure on operating margins. In 2023, management expects a continuation of slight organic growth and will focus on streamlining and consolidating the operational machine.

Investment Services BPO

Investment Services BPO confirmed its growth expectations for 2022, even though operating margins were affected by the negative performance of financial markets, to which some of the business line's service billing drivers are linked. 

In 2023, a slight reduction in turnover is expected due to the termination of some contracts and the renegotiation of service pricing with one of the main clients, against a streamlining of services required.

Leasing & Rental BPO/IT

The good performance of the business line related to Leasing & Rental BPO/IT services continues in 2022, despite the fact that the automotive market was still affected by the problems of global logistics chains. 

Significant growth is expected in 2023 for the business line, which will integrate the IT services and platforms of Trebi Generalconsult S.r.l. into its offering. Management will focus on creating an integrated commercial proposition on one hand and managing the organizational integration of the acquired company on the other. It will also begin a major investment in extending the IT platform to rental services.

• 13. Other information

      3. Offices

The registered offices of the Issuer and of the Italian subsidiaries are located in via F. Casati, 1/A, Milan, except for Agenzia Italia S.p.A., whose registered office is located in via V. Alfieri 1, in Conegliano (TV), for some subsidiaries of the Lercari Group, whose registered office is located in Via XII Ottobre 3, in Genoa, for Europa Centro Servizi S.r.l., whose registered office is located in via G. Garibaldi 268, in Messina, and for Trebi Generalconsult S.r.l., whose registered office is located in via Elia Lombardini 13, in Milan.

The registered and operating offices of Finprom S.r.l. and Finprom Insurance S.r.l. are in Str. Cocorilor n. 24/A., Arad, Romania. The registered and operating offices of Lercari International Ltd are in 6 New London Street, London, UK. The registered and operating offices of Incomparable S.a.r.l. are in Rue Belle-Vue 3, Luxembourg. 

The administrative offices of the Group are located at via Desenzano 2, Milan, except for 7Pixel S.r.l., Zoorate S.r.l. and Klikkapromo S.r.l., whose administrative office is in via Lanzoni, 13, Giussago (PV), Agenzia Italia S.p.A., whose administrative office is in via Venezia 13, in San Vendemiano (TV), for some of the companies of the Lercari Group, whose administrative office is in via XII Ottobre 3, in Genoa, for Europa Centro Servizi S.r.l., whose administrative office is located in via G. Garibaldi 268, in Messina, and for Trebi Generalconsult S.r.l., whose administrative office is located in via Elia Lombardini 13, in Milan.

The following table shows the main Italian operating offices of the Group as of December 31, 2022:

• • 2. Relations with related parties

Related party transactions, including intra-group transactions, are part of the ordinary business operations of the Group, and do not include any unusual or atypical transactions.

Relations with related parties are mainly relations with the companies of the Group.

58. In particular, the main items refer to receivables of the Issuer from some of its subsidiaries derived from the adhesion to the tax consolidation regime for Euro 6,067 thousand, and receivables of the remaining subsidiaries from the Issuer derived from the adhesion to the tax consolidation regime for a total amount equal to Euro 2,196 thousand.

59. Concerning the main commercial relationships among companies of the Group, they are mainly represented by services, provided at arm's length. In particular, we highlight:

• revenues for advertising services provided by subsidiary Segugio.it S.r.l. for a total amount equal to Euro 20,624 thousand;

• revenues for rent and office residence services, related to the operating offices in Cagliari and Monastir, and the operating offices in via Desenzano 2 and viale Sarca 222, Milan, provided by subsidiary PP&E S.r.l. to other companies of the Group, for a total amount equal to Euro 3,405 thousand;

• revenues for outsourcing services provided by subsidiaries Finprom S.r.l. and Finprom Insurance S.r.l. to other companies of the Group, for a total amount equal to Euro 6,767 thousand.

60. As of December 31, 2022, in the face of the different commercial relationships among the companies of the Group, there are trade receivables/payables among the different companies of the Group for a total amount of Euro 22,019 thousand.

61. During the financial year ended December 31, 2022:

• subsidiary Innovazione Finanziaria SIM S.p.A. resolved and paid dividends to the Issuer for an amount of Euro 1,868 thousand;

• subsidiary Agenzia Italia S.p.A. resolved and paid dividends to MOL BPO S.r.l. for an amount of Euro 2,535 thousand;

• subsidiary Euroservizi per i Notai S.r.l. resolved and paid dividends to the Issuer for an amount of Euro 4,857 thousand;

• subsidiary MutuiOnline S.p.A. resolved dividends to the Issuer for an amount of Euro 7,000 thousand;

• subsidiary CercAssicurazioni.it S.r.l. resolved dividends to the Issuer for an amount of Euro 2,300 thousand;

• subsidiary 7Pixel S.r.l. resolved dividends to the Issuer for an amount of Euro 7,900 thousand;

• subsidiary Centro Istruttorie S.p.A. resolved dividends to the Issuer for an amount of Euro 15,000 thousand;

• subsidiary Eagle & Wise Service S.r.l. resolved dividends to the Issuer for an amount of Euro 2,600 thousand;

• subsidiary Quinservizi S.p.A. resolved dividends to the Issuer for an amount of Euro 3,800 thousand;

• subsidiary Cesam S.r.l. resolved dividends to the Issuer for an amount of Euro 1,400 thousand;

• associated company Generale Servizi Amministrativi S.r.l. resolved and paid dividends to the Issuer for an amount of Euro 111 thousand.

• • 3. Risk management

Risk management of the Group is based on the principle that operating risk or financial risk is managed by the person in charge of the business process involved.

The main risks are reported and discussed at Group top management level in order to create the conditions for their coverage, assurance and assessment of residual risk.

Exchange and interest rate risk

Currently the financial risk management policies of the companies of the Group provide a balanced split between fixed-rate and variable-rate loans, aimed at optimizing the cost of the loans over time. As of today, the risk of incurring greater interest costs as a result of unfavorable variations of market interest rates, as better analyzed in the following, is mitigated by the subscription of hedging derivatives, which change the rate from floating to fixed, on a portion of the Group's debt.

The interest rate on the bank loan from Intesa SanPaolo S.p.A., signed on July 29, 2022, is equal to 6-month Euribor increased by 2.00%. In addition, on 60% of the disbursed amount, and until December 31, 2026, a derivative contract was signed to hedge the interest rate, which is converted to a fixed rate at 1.396%, increased by the margin of 2.00%.

The interest rate on the bank loan from Credit Agricole Italia S.p.A., signed on August 9, 2022, is equal to 3-month Euribor, increased by a spread of 1.65%. 

The interest rate on the bank loan from Unicredit S.p.A., signed on August 9, 2022, is equal to 3-month Euribor, increased by a spread of 1.80%. In addition, on 60% of the financed amount, equal to Euro 30,000 thousand, and until August 29, 2025, a derivative contract was signed into to hedge the interest rate, which is converted to a fixed rate at 1.435%, increased by the margin of 1.80%. 

The interest rate on the bank loan from Banco BPM S.p.A., signed on September 5, 2022, is equal to 6-month Euribor, increased by a spread of 1.80% on a credit line equal to Euro 35,000 thousand ("Line A"), and a spread of 2.00% on a bullet credit line equal to Euro 15,000 thousand ("Line B"). In addition, on 50% of the financed amount, and until the expiration date of each credit line, a derivative contract was signed into to hedge the interest rate, which is converted to a fixed rate at 2.39% for the Line A, and 2.485% for the Line B, increased by the margins described above, and is subject to change over the term of the contract based on the change in the ratio between Net Financial Debt and EBITDA.

The interest rate on the bank loan from Credito Emiliano S.p.A., signed on November 2, 2022, is equal to 1-month Euribor, increased by a spread of 0.90%.

62. The interest rate on the bank loan from Crédit Agricole Italia S.p.A., signed on June 28, 2018, is equal to 3-month Euribor increased by 0.90%, and it is subject to change during the length of the contract based on the change of the ratio between Net Financial Indebtedness and EBITDA.

63. The interest rate on the loan from Unicredit S.p.A., obtained on February 26, 2021, is equal to 3-month Euribor increased by 1.60%. On such loan the Issuer subscribed a derivative hedging the variable rate, which converts the 3-months Euribor interest rate into a yearly fixed rate of -0.15%.

64. A possible unfavorable variation of the Euribor, equal to 1.0%, should produce an additional overall expense for the Group equal to Euro 1,575 thousand in 2023. 

For the remaining loans already described in paragraph 2.4.1, a fixed rate is applied instead.

As regards to the coverage of exchange rate risk, it is worth pointing out that, as of the reference date of this report, there are no significant assets or liabilities denominated in currencies different from the Euro, with the exception of the Moneysupermarket.com Group PLC shares, amounting to Euro 95,448 thousand as of December 31, 2022, denominated in sterling, whose fluctuation can be considered limited. 

Therefore, this risk is considered limited for the Group.

Credit risk

The current assets of the Group, with the exception of cash and cash equivalents, are constituted mainly by trade receivables for an amount of Euro 124,186 thousand, of which the overdue portion as of December 31, 2022 is equal to Euro 36,790 thousand, of which Euro 13,282 thousand is overdue for over 90 days.

Most of the gross overdue receivables were paid by the clients during the first months of 2023. As of the date of approval of this report, receivables not yet collected, overdue as of December 31, 2022, amount to Euro 15,782 thousand, of which Euro 9,395 thousand are receivables already overdue for over 90 days as of December 31, 2022.

Trade receivables are mainly from banks and other financial institutions, insurance companies, leasing/rental companies and public entities, considered highly reliable but, facing receivables for which we consider a credit risk could arise, we allotted an allowance for doubtful receivables equal to Euro 7,571 thousand.

The Group monitors counterparty risk by analyzing the solvency and standing of customers before entering into business relations with them and trying to limit an excessively high concentration of receivables from a few counterparties.

For this purpose, it is worth mentioning that we do not notice any significant concentration of revenues on any client: in 2022 the revenues from the main client of the Group represent 5.4% of total consolidated revenues.

Liquidity risk

Liquidity risk represents the risk that a company is not able to procure financial resources to support short-term operations.

The total amount of liquidity as of December 31, 2022 is Euro 269,647 thousand, and current financial liabilities equal to Euro 66,294 thousand; therefore, the management believes that liquidity risk for the Group is limited, even taking into account the disbursement of Euro 159,194 thousand on February 1^st, 2023, related to the payment for the acquisition of 100% of the capital of Rastreator.com Ltd, Preminen Price Comparison Holdings Ltd and LeLynx SAS.

Risk linked to Covid-19 Pandemic

The current scenario had no impact on the economic results realized in the financial year ended December 31, 2022. As of the date of approval of this report, no significant impact is expected on the Group's results in the predictable future. 

Current geopolitical situation - crisis in Ukraine

With regards to the current geopolitical situation, it should be noted preliminary that the Group is not directly exposed to the Russian and Ukrainian economies. The consequences of the invasion of Ukraine by the Russian Federation are not currently such as to give rise to concern for the businesses of companies of the Group and are not expected to have any impact on their ability to continue operating as going concerns: however, any significant fall in consumer confidence and/or disposable income could have a negative impact on the activity volumes of the various lines of business. The Group also constantly monitors the trend of rising inflation and higher energy costs, whose impacts are not considered significant in view of the nature of the businesses of the Group companies.

Operating risk and going concern

The technological component is an essential element for the operating activities of the Group; therefore, there is the risk that the possible malfunctioning of the technological infrastructure may cause an interruption of client services or loss of data. However, the companies of the Group have developed a series of plans, procedures and tools to guarantee business continuity and data security. 

Considering the economic and financial situation, in particular the level of available reserves, and taking into account the trend of the net working capital and of the economic and financial situation, the separated and consolidated financial reports have been prepared considering the assumption of going concern respected.

It should also be considered that the Group, as in previous years, achieved positive economic results, and, despite uncertain macroeconomic scenarios, that future economic forecasts are also positive. Finally, the Group has adequate financial resources to meet its future obligations over a period of at least 12 months from the date of approval of the financial statements, and it can, where necessary, activate additional levers to rapidly liquidate significant investments.

Risk linked to Climate Change

With regard to possible impacts related to climate change, the Group, operating in the service sector, has not identified any particular physical risks or significant transitional risks. Therefore, a quantitative assessment of the impacts of physical and transitional risks has not been carried out. With reference to climate change and energy transition, the management, considering the characteristics of the business models of the Group companies, has not identified significant impacts on the economic results or working practices adopted by the Group.

For a more detailed analysis, please refer to the consolidated non-financial statement 2022, available on the Group's website.

• • 4. Information concerning environment and human resources

With regards to the management of human resources and of environmental matters for the financial year ended December 31, 2022, we are not aware of any events that could entail any responsibility for the Group.

• 14. Net income allocation and dividend distribution proposal

The net income of the Issuer for the financial year ended December 31, 2022 is equal to Euro 45,362,381.00. This income is influenced by the distribution of part of the distributable reserves of the subsidiaries. 

The board of directors resolved to propose to the shareholders' meeting the following allocation, of the net income of the year: 

• Euro 0.12 per outstanding share, equal to a total estimated amount of Euro 4,493,480.30, as dividend distribution, gross of any applicable withholding tax, from July 5, 2023, with exdividend date on July 3, 2023 and record date July 4, 2023.

• for the residual portion, equal to an estimated amount of Euro 40,868,900.70, to retained earnings.

The Company's statutory financial statements for the year ended December 31, 2022 will be approved by the shareholders' meeting of Gruppo MutuiOnline S.p.A., to be held on April 27, 2023 (single call).

Milan, March 15, 2023

For the Board of Directors

The Chairman

(Ing. Marco Pescarmona)

____________________________

CONSOLIDATED ANNUAL REPORT 

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2022

Prepared according to IAS/IFRS

3. CONSOLIDATED ANNUAL REPORT AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2022

   15. Financial statements

       1. Consolidated statement of financial position 

* For the disclosure on the reclassification of comparative data as of December 31, 2021, please refer to note 5.

• • 2. Consolidated income statement

• • 3. Consolidated comprehensive income statement