Moltiply S p A : Separate annual financial statements and consolidated annual financial statements as of and for the year ended December 31, 2023

ANNUAL FINANCIAL REPORT

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2023

Prepared according to IAS/IFRS

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

Gruppo MutuiOnline S.p.A. (in breve Gruppo MOL S.p.A. o MOL Holding S.p.A.)

Sede Legale: Via F. Casati 1/A, 20124 Milano, Italy

Sede Operativa: Via Desenzano, 2 - 20146 Milano, Italy

Tel [phone] - Fax [phone] - internet: www.gruppomol.it

C.F. e P.I. 05072190969 - REA 1794425 - CCIAA 05072190969

Capitale Sociale Euro 1.012.354,01 Interamente Versato

TABLE OF CONTENTS
1.	GOVERNING BODIES AND OFFICERS AS OF DECEMBER 31, 2023	4
2.	DIRECTORS' REPORT ON OPERATIONS	6
2.1.	Introduction	6
2.2.	Group organization	6
2.3.	Information about the profitability of the Group	9

2.3.1.	Revenues	11
2.3.2.	EBITDA	13
2.3.3.	Operating income (EBIT)	14
2.3.4.	Net income	15
2.4. Information about the financial resources of the Group	15
2.4.1. Current and non-current indebtedness	16
2.4.2.	Cash flow analysis	19
2.4.3. Composition and changes in net working capital	20
2.5. Table of reconciliation of the consolidated net income and equity with the Issuer's data	21
2.6. Research and development	21
2.7. Own shares	21
2.8. Report on corporate governance	22
2.9. Non-financial report ex Legislative Decree n. 254/2016	22

2.10. Shareholdings of the members of the governing and controlling bodies, general managers and

managers with strategic responsibilities	22
2.11. Evolution of the Italian residential mortgage market	23
2.12. Foreseeable evolution	23
2.12.1.	Broking Division	23
2.12.2.	BPO Division	24
2.13. Other information	25
2.13.1.	Offices	25
2.13.3.	Risk management	27
2.13.4.	Information concerning environment and human resources	29
2.14. Net income allocation and dividend distribution proposal	29

3. CONSOLIDATED ANNUAL REPORT AS OF AND FOR THE YEAR ENDED

DECEMBER 31, 2023	31
3.1.	Financial statements	31
3.1.1. Consolidated statement of financial position	31
3.1.2.	Consolidated income statement	32
3.1.3. Consolidated comprehensive income statement	33
3.1.4. Consolidated statement of cash flows	34
3.1.5. Consolidated statement of changes in shareholders' equity	35
3.2.	Notes to the consolidated financial statements	36
4.	ANNUAL REPORT AS OF AND FOR YEAR ENDED DECEMBER 31, 2023	88
4.1.	Financial statements	88
4.1.1. Statement of financial position	88
4.1.2.	Income statement	89
4.1.3.	Comprehensive income statement	90
	Statement of cash flows	91
4.1.4. Statement of changes in shareholders' equity	92
4.2.	Explanatory notes to the financial statements (statutory financial report)	93
5.	REPORT ON CORPORATE GOVERNANCE AND COMPANY STRUCTURE	142
6.	REPORT OF THE BOARD OF STATUTORY AUDITORS	187

7. REPORT OF THE INDEPENDENT AUDITORS ON THE CONSOLIDATED

FINANCIAL STATEMENTS

197

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8. REPORT OF THE INDEPENDENT AUDITORS ON THE SEPARATED FINANCIAL

STATEMENTS

205

9. DECLARATION PURSUANT TO ART. 154-BIS PAR. 5 OF LEGISLATIVE DECREE

58/1998

211

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1. GOVERNING BODIES AND OFFICERS AS OF DECEMBER 31, 2023

BOARD OF DIRECTORS
Chairman	Marco Pescarmona (1) (3) (5) (7)
Chief Executive Officer	Alessandro Fracassi (2) (3) (5)
Directors	Matteo De Brabant
	Fausto Boni
	Klaus Gummerer (4) (6)
	Guido Crespi (4)
	Giulia Bianchi Frangipane (4)
	Camilla Cionini Visani (4)
	Maria Chiara Franceschetti (4)
	Stefania Santarelli (4)
BOARD OF STATUTORY AUDITORS
Chairman	Cristian Novello (8)
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	Giulia Bianchi Frangipane
	Camilla Cionini Visani
	Klaus Gummerer
Remuneration and Share Incentive Committee
Chairman	Guido Crespi
	Stefania Santarelli
	Matteo De Brabant
Committee for Transactions with Related Parties
Chairman	Maria Chiara Franceschetti
	Giulia Bianchi Frangipane
	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.
8. In charge since April 28, 2023

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DIRECTORS' REPORT ON OPERATIONS

FINANCIAL YEAR ENDED DECEMBER 31, 2023

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2. DIRECTORS' REPORT ON OPERATIONS

2.1. Introduction

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 - through the entities of its "Broking Division" - 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 andwww.sostariffe.it) and - through the companies of its "BPO Division" - in the Italian market for the provision of complex business process outsourcing services for the financial sector. Since February 2023, following the acquisition described below, the Broking Division also has a significant position in the Spanish (www.rastreator.com), French (www.lelynx.fr) and Mexican (www.rastreator.mx) markets for the online comparison and intermediation mainly of insurance products.

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.

2.2. Group organization

The structure of the Group and its Divisions is shown schematically in the following diagrams, in which all participations are 100% owned, except those for which a different percentage is indicated.

Broking Division:

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BPO Division:

Compared with the composition of the Group as of December 31, 2022, the following changes occurred:

• On February 1st, 2023, the Group completed the acquisition of 100% of Rastreator.com Ltd, Preminen Price Comparison Holdings Ltd and LeLynx SAS, in accordance with the terms illustrated in the consolidated financial statement as of December 31, 2022. The consideration paid for the acquisition amounts to Euro 150,356 thousand. The main assets of the acquired companies are the Rastreator.com,LeLynx.frand Rastreator.mxportals, which represent leading operators in the sector of the online comparison and intermediation of mainly insurance products in Spain, Mexico and France.

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• On March 24, 2023, the Group acquired, through subsidiary Quinservizi S.p.A., 40% of the share capital of EuroSTA S.r.l., a service company specializing in social security position analysis, document verification, certificate requests and anti-fraud services in the financial sector, for a consideration equal to Euro 355 thousand.
• On April 17, 2023 the Group acquired, through subsidiary Europa Centro Servizi S.r.l., 60% of the share capital of Green Call Service S.r.l., a company which offers services in the area of succession management, for a consideration equal to Euro 183 thousand.
• On May 8, 2023 the Group subscribed for Euro 3 thousand, through subsidiary Centro Istruttorie S.p.A., a 33% stake in the share capital of the newly established Tax & Tech S.r.l., a company qualified for professional activities reserved for members of the Order of Chartered Accountants and Accounting Experts and/or the Register of Auditors.
• On September 5, 2023, Rastreator.com Ltd transferred to the parent company Incomparable S.a.r.l., through distribution of dividends in kind, the stake held in Rastreator Comparador Correduría de Seguros SLU.
• On December 1st, 2023, the merger of Resolution and Service S.r.l. into Global Care S.r.l. was completed, with retroactive accounting effect from January 1st, 2023.
• On December 12, 2023, the liquidation of Preminen Dragon Price Comparison Ltd was completed.

Broking Division

The Broking Division operates in the online comparison and intermediation of products and services in Italy (main market), Spain, France and Mexico.

The activities carried out by our Broking Division are organized mainly into the following business lines:

1. Credit Broking: broking of mortgage loans and consumer loans products in Italy, mainly through the online channel (www.mutuionline.itand www.prestitionline.itwebsites);
2. Insurance Broking: online broking of insurance products in Italy, mainly motor third party liability and other motor insurance products (www.cercassicurazioni.itwebsite);
3. E-CommercePrice Comparison: comparison and promotion of e-commerce operators in Italy (www.trovaprezzi.itwebsite);
4. Telco & Energy Comparison: comparison and promotion of telecommunications and energy services (www.sostariffe.itwebsite);
5. International Markets: online comparison and brokerage of mainly insurance products in Spain (www.rastreator.comwebsite), France (www.lelynx.frwebsite) and Mexico (www.rastreator.mxwebsite).

The activity of the Broking Division is also carried out under the "Segugio.it" brand (www.segugio.itwebsite), which operates as a multibrand aggregator for insurance, credit, telecommunications and energy 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.

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,

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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 for Italian clients.

BPO Division

The BPO (acronym of Business Process Outsourcing) 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 its reference verticals. The BPO Division also offers a set of proprietary information technology solutions to client companies in its business areas.

The activities carried out by the BPO Division are divided into the following business lines, based on the type of service offered and/or underlying 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.

2.3. Information about the profitability of the Group

In the following paragraph we describe the main factors affecting the results of the operations of the Group for the year ended December 31, 2023. The income statement and the cash flow data for the year ended December 31, 2023 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, 2022.

The following table shows the consolidated income statements of the Group for the years ended December 31, 2023 and 2022, together with the percentage weight of each item on the Group revenues.

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		Years ended on
	December 31,		December 31,		Change %
(euro thousand)	2023	(a)	2022	(a)
Revenues	404,187	100.0%	310,770	100.0%	30.1%
of which
Broking Division	188,122	46.5%	131,042	42.2%	43.6%
BPO Division	216,065	53.5%	179,728	57.8%	20.2%
Other income	9,721	2.4%	9,648	3.1%	0.8%
Capitalization of internal costs	12,686	3.1%	7,514	2.4%	68.8%
Services costs	(171,618)	-42.5%	(128,013)	-41.2%	34.1%
Personnel costs	(133,996)	-33.2%	(99,670)	-32.1%	34.4%
Other operating costs	(12,776)	-3.2%	(11,681)	-3.8%	9.4%
Depreciation and amortization	(45,103)	-11.2%	(22,026)	-7.1%	104.8%
Operating income	63,101	15.6%	66,542	21.4%	-5.2%
Financial income	6,996	1.7%	356	0.1%	1865.2%
Financial expenses	(15,754)	-3.9%	(4,869)	-1.6%	223.6%
Income/(losses) from participations	129	0.0%	46	0.0%	180.4%
Income/(losses) from financial assets/liabilities	(4,400)	-1.1%	3,690	1.2%	N/A
Net income before income tax expense	50,072	12.4%	65,765	21.2%	-23.9%
Income tax expense	(14,711)	-3.6%	(18,236)	-5.9%	-19.3%
Net income	35,361	8.7%	47,529	15.3%	-25.6%

1. % of total revenues

Revenues in the year ended December 31, 2023, are Euro 404,187 thousand, 30.1% up 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, 2023, services costs increase by 34.1% compared to the financial year ended December 31, 2022. This trend is mainly due to the enlargement of the consolidation area, as a result of the above mentioned acquisitions, and to the greater costs incurred by the Group for strategic, tax and legal advice, in particular with respect to such acquisitions.

Personnel costs increase by 34.4% compared to the financial year ended December 31, 2022, 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, 2023 and 2022:

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