MARR S p A : 28 April 2023, Shareholders' Meeting. Annual Report 2022

Annual Report as at December 31, 2022

MARR S.p.A.

Street Spagna, 20 - 47921 Rimini (Italy) Share Capital € 33,262,560 fully paid-up

Tax Code and registration number in the Register of Enterprises of the Chamber of Commerce of Romagna - Forlì - Cesena and Rimini 01836980365 Company subject to the management and coordination of Cremonini S.p.A. - Castelvetro (MO)

ANNUAL REPORT AS AT DECEMBER 31, 2022

TABLE OF CONTENTS

MARR Group Organisation

Corporate Bodies of MARR S.p.A.

Directors' Report

MARR Group - Consolidated Financial Statements as at December 31, 2022

Consolidated statement of financial position Consolidated statement of profit or loss Consolidated statement of other comprehensive income Consolidated statement of changes in Shareholders' Equity Consolidated cash flows statement (indirect method) Explanatory notes to the consolidated financial statements

Certification of consolidated financial statements in accordance with art. 154-bis of Legislative Decree 58/98 Independent Auditors Report

MARR S.p.A. - Financial Statements as at December 31, 2022

Statement of financial position Statement of profit or loss

Statement of other comprehensive income Statement of changes in Shareholders' Equity Cash flows statement (indirect method) Explanatory notes to the financial statements

Certification of consolidated financial statements in accordance with art. 154-bis of Legislative Decree 58/98 Independent Auditors Report

Statutory Auditors Report

ANNUAL REPORT AS AT DECEMBER 31, 2022

MARR GROUP ORGANISATION

as at 31 December 2022

The structure of the Group as at 31 December 2022 differs from the situation as at 31 December 2021 due to:

• the purchase, finalized on 1 April 2022 by the parent company MARR S.p.A. of all the shares in the new established company Frigor Carni S.r.l., to which the assets of Frigor Carni S.a.s., a company based in Montepaone Lido (Catanzaro) were transferred, and operating in the marketing and distribution of food products to the Foodservice, with a significant specialization in the offer of fish products, aimed mainly at independent catering clients;
• the merger by incorporation into the parent company MARR S.p.A. of the wholly owned company Chef S.r.l. Unipersonale, with legal effects starting from 30 December 2022 and accounting and tax effects starting from 1 January 2022. The merger operation carried out is aimed to obtain a rationalization of economic, financial and administrative management.

The activity of the MARR Group is entirely aimed at the marketing and distribution of food products to the Foodservice, as follows:

Company

MARR S.p.A.

Street Spagna n. 20 - Rimini

New Catering S.r.l.

Street Pasquale Tosi n. 1300 - Santarcangelo di Romagna (RN)

Activity

Sale and distribution of perishable, non-perishable, frozen and deep-frozen food products for Foodservice operators.

Sale and distribution of food products to bars and fast food outlets.

ANNUAL REPORT AS AT DECEMBER 31, 2022

Company

Antonio Verrini S.r.l.

Street Pasquale Tosi n. 1300 - Santarcangelo di Romagna (RN)

Frigor Carni S.r.l.

Street Pasquale Tosi n. 1300 - Santarcangelo di Romagna (RN)

Jolanda de Colò S.p.A.

Street 1° Maggio n. 21 - Palmanova (UD)

MARR Foodservice Iberica S.A.U.

Calle Lagasca n. 106 1° centro - Madrid (Spagna)

AS.CA S.p.A.

Street Pasquale Tosi n. 1300 - Santarcangelo di Romagna (RN)

All subsidiaries are fully consolidated. Associated companies are valued at equity.

Activity

Sale and distribution of fresh, frozen and deep-frozen fish products mainly in the Ligurian and Versilia areas.

Sale and distribution of perishable, non-perishable, frozen and deep-frozen food products mainly in the Calabria Region.

Production, sale and distribution of food products in the premium segment (high-end).

Non-operating company.

Company that from February 1, 2020 exercises a business lease to the parent company MARR S.p.A..

ANNUAL REPORT AS AT DECEMBER 31, 2022

BOARD OF DIRECTORS

				Member of Control	Independence as	Independence in
				provided by the
Office	Name and Surname	Executive	Non-executive	and Risk	accordance with art.
Corporate
				Committee	148 TUF
				Governance Code
Chairman	Ugo Ravanelli		a			a
Chief Executive Officer	Francesco Ospitali	a
Director	Claudia Cremonini		a
Director	Paolo Ferrari		a			a
Director (independent)	Marinella Monterumisi		a	a	a	a
Director (independent)	Alessandro Nova		a		a	a
Director (independent)	Rossella Schiavini		a	a	a	a

BOARD OF STATUTORY AUDITORS

Office	Name and Surname
Chairman	Massimo Gatto
Statutory Auditor	Andrea Foschi
Statutory Auditor	Simona Muratori
Alternate Staturory Auditor	Alvise Deganello
Alternate Staturory Auditor	Lucia Masini

INDEPENDENT AUDITORS

PricewaterhouseCoopers S.p.A.

MANAGER RESPONSIBLE FOR THE DRAFTING OF CORPORATE ACCOUNTING DOCUMENTS

Pierpaolo Rossi

The functions of the Remuneration Committee and the Appointments Committee are attributed to the entire Board of Directors under the coordination of the Chairman, as required by the Corporate Governance Code and in compliance with the conditions and methods indicated therein (Recommendation No. 26).