Investment in Clarivate

On 4 March 2024, Exor announced that it had become a long-term investor in Clarivate with a 10.1% shareholding in the company. Following the investment, the annual general meeting of Clarivate’ shareholders held on 7 May 2024, appointed Suzanne Heywood, Exor's COO, to the board of directors of the company.

Support to Juventus' capital increase

On 4 April 2024 Juventus announced that, following the auction of the pre-emptive rights not exercised during the offer period, its capital increase had been fully subscribed. Therefore, funding of the approximately €72 million that Exor had underwritten was not required.

Increased investment in Philips
During the first half of 2024 Exor increased its investment in Philips by €622 million reaching a shareholding of 17.5%. On 7 May 2024, Beno?t Ribadeau-Dumas was appointed to Philips’ supervisory board.

Increased investment in TagEnergy
During the first half of 2024 Exor increased its investment in TagEnergy through a capital increase of €72 million in TagHolding.

Restart of share buyback program
During the first half of 2024 Exor restarted the share buyback program announced on 13 September 2023 for the remaining amount up to €250 million of ordinary shares, repurchasing 1,242,623 ordinary shares for €125 million. On 12 August 2024, Exor launched the second tranche of the above mentioned program for the remaining amount up to €125 million, which is expected to be completed by November 2024, or earlier if the maximum amount has been reached.

Investment in Institut Mérieux
In July 2024 Exor paid the remaining €555 million to reach a shareholding of 10% in Institut Mérieux as per the agreement signed in July 2022.

PERFORMANCE OF EXOR

Equity or Net Asset Value

(a) NAV at 31 December 2023 amounted to €35,513 million and included treasury shares at the service of the 2016 Stock Option Plan, valued at the option exercise price under the plan (€90 million). From 1 January 2024, treasury shares are excluded from the NAV calculation to align to the Equity definition under IFRS.
(b) Issued shares less treasury shares, amount expressed in unit.

Drivers of change in Total Assets or GAV

At 30 June 2024 GAV amounted to €43,091 million, an increase of €3,352 million over the period.

The value of Companies increased by €3,106 million mainly driven by the positive market performance of Listed Companies (€1,968 million), investments made in Listed Companies (€636 million), investments made in Unlisted Companies (€124 million) and the reclassification of Clarivate from Others into Listed Companies (€433 million), partially offset by the negative fair value adjustment of Unlisted Companies (-€55 million).

The value of Investments increased by €356 million mainly driven by the positive fair value adjustment of Lingotto Funds (€228 million) and Ventures (€53 million) as well as investments made in Lingotto Funds (€23 million) and Ventures (€52 million).

The value of Others decreased by €110 million mainly driven by the reclassification of Clarivate from Others into Listed Companies (-€433 million), the negative fair value adjustment of Listed securities net of positive adjustments in reinsurance vehicles and other assets (-€146 million), partially offset by cash inflows and positive translation effects.

(a) Of which €1,562 million recognized in the income statement and €408 million recognized in OCI.

Companies

(a) The column investment (disposal) includes 4,872,647 shares (€121 million) received as dividend paid in shares.The change in value over the period includes €403 million recognized in other comprehensive income reserve until the significant influence was achieved.
(b) During the first half of 2024, Exor became a long-term investor in Clarivate with a board seat. As a result, Exor accounted for Clarivate at FVTPL from that date. From a management presentation point of view, Exor reclassified Clarivate from ‘Others’ to ‘Companies’.
(c) The change in value over the period includes €3 million of positive exchange differences on translation.

(a) Includes Exor's commitment to purchase 341,171 shares of Institut Meriéux for €555 million to reach a shareholding of 10%.
(b) Owned through the holding company TagHolding.

Investments

Others

(a) During the first half of 2024, Exor became a long-term investor in Clarivate with a board seat. As a result, Exor accounted for Clarivate at FVTPL from that date. From a management presentation point of view, Exor reclassified Clarivate from ‘Others’ to ‘Companies’.
(b) Previously FL Entertainment.

Net Financial Position

Net debt was €3,705 million at 30 June 2024 with an LTV ratio of 8.9%, compared to €3,968 million at 1 January 2024 with an LTV ratio of 10.1%.

Gross debt consists mainly of bonds for €4,120 million with an average maturity of 6.3 years at 30 June 2024, excluding the bond maturing in October 2024. Other financial liabilities mainly include the remaining commitment in Institut Merieux for €555 million.

(a) Alternative Performance Measure (APM) which is non-IFRS and is used to measure the Company's financial performance and financial position, in line with the industry and is generally accepted by the financial community. Definition and reconciliation to the nearest IFRS measure is presented under sections “Definitions and Alternative Performance Measures” and “Reconciliation with IFRS Financial Statements”.

(a) For a breakdown, refer to the Net Free Cash Flow table below.
(b) Of which €287 million related to redemption proceeds of Reinsurance vehicles and €85 million to the sale of Masimo shares (classified under Listed securities).
(c) Equal to €515 million in Listed Companies (of which €501 million in Philips), €124 million in Unlisted Companies (of which €72 million in TagHolding and €34 million in NUO), €75 million in Investments (of which €52 million in Ventures and €23 million in Lingotto Funds) and €101 million in Others.

Loan-to-Value (LTV) Ratio

(a) Alternative Performance Measure (APM) which is non-IFRS and is used to measure the Company's financial performance and financial position, in line with the industry and is generally accepted by the financial community. Definition and reconciliation to the nearest IFRS measure is presented under sections “Definitions and Alternative Performance Measures” and “Reconciliation with IFRS Financial Statements”.

Liquidity and Available Liquidity

(a) For a breakdown, refer to the table ‘Net Financial Position’ of this section.
(b) For a breakdown, refer to the table ‘Others’ of the section ‘Drivers of change in GAV’.
(c) Alternative Performance Measure (APM) which is non-IFRS and is used to measure the Company's financial performance and financial position, in line with the industry and is generally accepted by the financial community. Definition and reconciliation to the nearest IFRS measure is presented under sections “Definitions and Alternative Performance Measures” and “Reconciliation with IFRS Financial Statements.
(d) Of which €200 million maturing after 30 June 2025. In addition, Exor has uncommitted credit lines for €515 million at 30 June 2024.

Net Free Cash Flow

During the first half of 2024 management costs amounted to €10 million corresponding to 4.6 basis points on the GAV at 30 June 2024 on an annualized basis. During the same period, Free Cash Flow generated was equal to 9.6 times the dividend paid.

(a) Alternative Performance Measure (APM) which is non-IFRS and is used to measure the Company's financial performance and financial position, in line with the industry and is generally accepted by the financial community. Definition and reconciliation to the nearest IFRS measure is presented under sections “Definitions and Alternative Performance Measures” and “Reconciliation with IFRS Financial Statements.

Profit for the period

(a) Data as previously reported using the shortened consolidation criterion.
(b) One-off item deriving from the difference between net carrying amount of investments previously consolidated and their fair value.
(c) One-off item related to the reversal in the income statement of the OCI reserves of the entities deconsolidated following the investment entity adoption.

Dividend income

(a) Dividend paid in shares corresponding to 4,872,647 shares in the six months ended 30 June 2024 (544,017 shares in the previous period).
(b) In the first half of 2023 Philips was accounted for at fair value through OCI, therefore dividend received was not eliminated.

Change in Fair Value

INFORMATION

Exor’s 2024 First Half-Year Report will be available on the company’s website at www.exor.com in section Investors & Media - Financial Results.

Upcoming events

25 September 2024: Half-Year 2024 results conference call hosted by Exor's CFO Guido de Boer at 1:00pm CEST. The webcast and recorded replay will be accessible under the Investors’ section of Exor’s website (https://www.exor.com/pages/investors-media/financial-results).

26 November 2024: Exor’s annual investor and analyst call, to be held virtually.

About Exor

Exor N.V. (AEX: EXO) has been building great companies since its foundation by the Agnelli Family. For more than a century, Exor has made successful investments worldwide, applying a culture that combines entrepreneurial spirit and financial discipline. With a Net Asset Value of around €38 billion, its portfolio is principally made up of companies in which Exor is the largest shareholder including Ferrari, Stellantis, Philips and CNH.

For more information, please contact Investor Relations at [email protected] or Media at [email protected].

ADDITIONAL INFORMATION

Change in financial reporting

Exor changed its reporting from 1 January 2024 as it has determined that it is an Investment Entity under IFRS 10 as of that date. This change was primarily driven by an evolution of Exor’s portfolio activity and composition as well as the implementation of a portfolio review process guiding capital allocation decisions based on the fair value.

The change is prospectively applied from 1 January 2024, with a material impact on the presentation of the consolidated financial statements and with first time application in the Half-Year 2024 results, with prior periods not restated in accordance with IFRS 10.

Exor believes that this change aligns its reporting and disclosures with its business and activities, with NAV and GAV now being equal to IFRS measures (Equity and Total Assets, respectively).

The terminology in this report which refers to Alternative Performance Measures (APM) is presented under section “Definitions and Alternative Performance Measures”.

Changes in consolidation

In line with IFRS requirements, Exor deconsolidated portfolio companies where it exercises significant influence or control and accounted for them at fair value, with changes recognized in the income statement. Subsidiaries that provide support services to Exor N.V. in relation to the management of investments, and are not investment entity themselves, continue to be consolidated on a line-by-line basis.

Impact on the financial statements

The one-off positive impact of this change on the income statement amounts to €11,776 million, of which:

• a positive impact of €12,150 million resulting from the difference between the net carrying amount of investments previously consolidated or accounted for using the equity method and their fair value at the date of the change and

• a negative impact of €374 million resulting from the reversal of the OCI reserves of the deconsolidated entities and the ones which are no longer equity-accounted.

Comparison with previous period

NAV and its components at 30 June 2024 are compared to 1 January 2024 to facilitate the understanding and comparability of measures.

In accordance with IFRS, profit and cash flow measures for the period ended 30 June 2023 have not been restated and they are presented as previously reported under the shortened consolidation criterion (non-IFRS). While the scope of consolidation for the period ended 30 June 2024 and the period ended 30 June 2023 is the same, the direct comparison between dates or across periods may be inappropriate or not meaningful if not carefully considered in this context because the fair value measurement is applied from 1 January 2024.

Definitions and Alternative Performance Measures (APM)

The management of Exor has identified a number of Alternative Performance Measures (APM) to measure the Company's financial performance and financial position, which form the basis for capital allocation decisions. Management uses these non-IFRS measures to describe its operations, as well as make decisions regarding future spending, resource allocations and other operational decisions. APM are presented to the financial community to facilitate their understanding of the performance of Exor, and are in line with the industry.

To ensure that the APM are correctly interpreted, it is emphasized that these measures are not indicative of future performance. These non-IFRS financial measures have no standardized meaning under EU-IFRS, are unaudited and are unlikely to be consistent and comparable to measures used by other companies. APM are not intended to be substitutes for measures of financial performance and financial position as prepared in accordance with EU-IFRS.

The APM have been consistently calculated and presented for all the reporting periods for which financial information is presented in this report. Reconciliation of APM to IFRS measures can be found in section ‘Reconciliation with IFRS Financial Statements’.

Exor applies the European Securities and Markets Authority (ESMA) guidelines to present APM, which correspond to financial measures other than a financial measure defined or specified in the applicable financial reporting framework (IFRS).

Other definitions

Reconciliation with IFRS Financial Statements

The reconciliation of available liquidity against the nearest IFRS-measure is as follows.

The reconciliation of net ordinary free cash flow against the nearest IFRS-measure is as follows.

The reconciliation of management costs against the nearest IFRS-measure is as follows:

(a) IFRS measure.

Condensed consolidated financial statements (unaudited)

Statement of financial position

Income statement

Attachment

• Exor Press Release - H12024 Results