algoWatt

• Through the subsidiary’s activities, the Group intends to seize opportunities related to the reduction of foreign energy dependence, decarbonisation and energy transition, growth in self-consumption and the Energy Communities business
• Marco Boero appointed Chief Innovation Data Officer

The Board of Directors of algoWatt S.p.A., a GreenTech Solutions Company listed on the Euronext Milan market of Borsa Italiana, met today under the chairmanship of Stefano Neri and resolved to re-launch the activity of the newco TerniEnergia Progetti Srl, into which the assets of the former TerniEnergia were merged, represented by highly skilled employees, intellectual property and certifications, technical office, equipment and software related to the activities carried out in the photovoltaic sector in Italy and abroad.

The company (set up in 2018 for the enhancement of activities considered no longer strategic under the TerniEnergia Relaunch Plan, prior to the merger by incorporation with Softeco Sismat and the change of company name to algoWatt and the current Recovery Plan and Financial Agreement) will be used by the Group as a General Contractor and as a functional vehicle for field and EPC activities, from initial design to the construction, to the management of bureaucratic procedures up to the testing and commissioning of plants and maintenance, in the fields of renewable energy, energy efficiency, energy upgrading of buildings (Superbonus and Ecobonus) and industrial plants and smart and digital plant engineering for the monitoring and remote control of energy production, distribution and plants management.

Through the strategic objective of re-launching its subsidiary TerniEnergia Progetti Srl, the algoWatt Group intends to promptly seize the opportunities offered by decarbonisation and the energy transition, the new challenges posed by the reduction of energy dependence on foreign countries, the development of the prosumer market (on-site consumption) to reduce the cost of electricity supply and the potential growth of Renewable Energy Communities and collective self-consumption, as well as the integration of renewable plants and digital technologies for energy efficiency, maximisation of power generation and reduction of consumption.

The Board of Directors also appointed Mr. Marco Boero, algoWatt’s current senior advisor for the Green Mobility sector, as the new Chief Innovation Data Officer.

Growing EBITDA and return to profit: success of the recovery plan and financial manoeuvre, strengthening of governance and new organisational structure

• Approval of the First Section of the Remuneration Report required by art. 123-ter of italian TUF
• Remuneration and incentive policies approved
• Appointed the Board of Directors of algoWatt S.p.A., which will remain in office for the financial years 2022, 2023 and 2024. Stefano Neri confirmed as Chairman
• Appointed the Board of Statutory Auditors of algoWatt S.p.A., which will remain in office for the financial years 2022, 2023 and 2024
• Authorised the use of treasury shares for extraordinary transactions aimed at competitive positioning and strengthening of the company

The Ordinary Shareholders’ Meeting of algoWatt S.p.A., a GreenTech Solutions Company listed on the Euronext Milan market of Borsa Italiana, met today under the chairmanship of Stefano Neri. The Shareholders’ Meeting examined and approved, by unanimous resolution, the draft financial statements and acknowledged the presentation of the consolidated financial statements as at 31 December 2021.

ALGOWATT’S RESULTS AS AT 31 DECEMBER 2021

Revenues amounted to €22 million (€19.4 million at 31/12/20 20; +13%). The year 2021 was characterised by the completion of the drafting, approval and entry into force of the Reorganisation Plan and the related Financial Agreement with the creditors. It should be noted that, with the strengthening of governance and the revision of the strategic approach, a simplification of the corporate structure was launched in the last part of the financial year, eliminating the three business units to increase efficiency and optimise costs, with new business segments (software factory, centralised project management, solution delivery and improved processes).

EBITDA amounted to Euro 3.2 million, an increase of approximately 75% compared to the previous year (Euro 1.8 million at 31/12/2020), with an EBITDA margin of 14.68%.

The Net Operating Result (EBIT) was negative at -€3.4 million, a decrease of €3.7 million compared to the corresponding figure for the previous year (€0.3 million at 31/12/2020).

Profit before tax (EBT) amounted to EUR 9.4 million (EUR -2.3 million at 31/12/2020.

The Net result of €8.5 million, compared to -€3.5 million at 31/12/2020, a significant improvement on the previous year due to the effects described above, also includes the loss of €0.7 million from assets held for sale or disposal.

The Net Financial Position amounted to Euro 14.2 million (Euro 66.9 million at 31/12/2020), with debt divided into short-term portion of Euro 2 million and long-term portion of Euro 12.2 million.

Shareholders’ Equity amounts to approximately 12 million Euro (-28.5 million Euro as at 31/12/2020), with an increase compared to the previous year of 40,589 thousand Euro mainly due to the effects of the restructuring agreement. Shareholders’ Equity also takes into account treasury shares held in portfolio, which amount to 1,012,998 (2.15% of the share capital).

ALGOWATT GROUP’S CONSOLIDATED RESULTS AT 31 DECEMBER 2021

Net revenue amounted to €23 million (€19.2 million as at 31 December 2020). EBITDA amounted to €3.3 million (€0.8 million as at 31 December 2020). Net profit amounted to €6.6 million (€6 million as at 31 December 2020).

The Manager responsible for preparing the company’s financial reports, Mr Filippo Calisti, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

REPORT ON REMUNERATION PURSUANT TO ART. 123-TER D. LGS. 58/98

The Shareholders’ Meeting examined the Report on remuneration policy and compensation paid (the “Remuneration Report”) prepared by the Company’s Board of Directors pursuant to Article 125-ter of Legislative Decree no. 58 of 24 February 1998 and Articles 72 and 84-ter of Consob Regulation no. 11971 of 14 May 1999, as amended.

The Shareholders’ Meeting unanimously voted in favour of the first section of the Remuneration Report and approved the remuneration policy for the members of the Company’s governing bodies, the General Manager and key management personnel.

The Shareholders’ Meeting also unanimously voted in favour of the second section of the Remuneration Report.

With reference to the termination of the office of Chief Executive Officer of Laura Bizzarri due to expiry of the terms, it should be noted that no agreements have been entered into between the Company and the executive directors that provide for compensation in the event of termination of the relationship. The Board has also evaluated the advisability of not adopting succession plans for executive directors, as reported in the specific paragraph of the Report on Corporate Governance and Ownership Structure for the year 2021.

RENEWAL OF CORPORATE BODIES

The Shareholders’ Meeting unanimously appointed the members of the Board of Directors, which will remain in office for the financial years 2022, 2023 and 2024, until the date of the Shareholders’ Meeting called to approve the financial statements as at 31 December 2024, and confirmed the number of members at 5. The directors, proposed in the list submitted by the majority shareholder Italeaf S.p.A., and voted by the Shareholders’ Meeting are: Stefano Neri, who assumed the position of Chairman; Paolo Piccini; Michele Costabile; Stefania Bertolini; Laura Neri. Stefania Bertolini and Michele Costabile declared that they meet the requirements of independence set forth in current legislation, including the Consolidated Finance Act, and in the Corporate Governance Code.

The Shareholders’ Meeting also resolved to set the total annual taxable emolument of the Board of Directors at a maximum of EUR 290,000 in addition to the charges and contributions provided for by law, including those in favour of directors holding special offices and members of the board committees.

Also appointed were the three members of the Board of Statutory Auditors and two alternate auditors indicated from list no. 1, who will remain in office for the 2022, 2023 and 2024 financial years: Andrea Bellucci, who took on the role of Chairman of the Board of Statutory Auditors; Simonetta Magni; Marco Chieruzzi. Caterina Brescia and Massimo Pannacci were elected alternate auditors.

The Shareholders’ Meeting unanimously resolved in favour of the members of the Board of Statutory Auditors, for the entire duration of their office, a total annual gross emolument of Euro 70 thousand in addition to the reimbursement of expenses incurred in connection with the appointment.

The curricula vitae of the members of the Board of Directors and the Board of Statutory Auditors are available on the Company’s website at www.algowatt.com (Corporate Governance/Corporate Documents section).

AUTHORISATION TO USE TREASURY SHARES

Lastly, the Shareholders’ Meeting resolved by majority vote to authorise the Board of Directors, pursuant to Article 2357-ter of the Italian Civil Code, to use treasury shares for extraordinary transactions, including for the purpose of improving the Company’s operations and competitive positioning, in the event that investment opportunities arise, including through exchange, swap, contribution, sale or other act of disposal of treasury shares for the acquisition of equity investments or share packages.

The summary voting report and the minutes of the Shareholders’ Meeting will be made available to the public, within the time limits and in the manner required by law, at the Company’s registered office and on the Company’s website at www.algowatt.com (Investor Relations and Corporate Governance/Assembly sections, as well as on the authorised storage mechanism 1Info (www.1info.it).

• A 5G-GNSS hybrid positioning engine will be developed for mission-critical applications such as autonomous guidance of drones, cars, robots in complex urban environments
• The two-year project will be coordinated by GReD and will also involve the Politecnico di Milano and Vodafone.

algoWatt, a GreenTech Company listed on the Euronext Milan market of the Italian Stock Exchange, is a subcontractor in the HYPER-5G project “Hybrid positioning engine running on 5G and GNSS”, financed with a grant of approximately Euro 400 thousand by the European Space Agency – ESA within the ESA NAVISP Element 2 programme.

The project aims to create a solution that enables the convergence of localisation systems based on the integration of the global satellite navigation system with the 5G network. Precise positioning will, in fact, undergo exponential growth with the advent of autonomous driving of cars, drones, robots and the technological development of smart devices. The continuous outdoor-to-indoor transition and vice versa, as well as the growing need for precise and reliable positioning in densely populated and built-up urban environments, must be based on 5G-GNSS hybrid positioning technologies. In this sense, the HYPER-5G project aims to study, design and develop the necessary algorithms and software to implement a precise positioning engine to jointly use GNSS and 5G multi-constellation observations, also exploiting GNSS PPP-RTK techniques.   

5G signals can be used to derive an accurate location for receiving devices. While most users today rely on GNSS positioning, the hybridisation of 5G and GNSS can provide several advantages in terms of availability, accuracy in urban environments and seamless outdoor-indoor positioning.

AlgoWatt’s participation in the project will enable the company to further develop its technical expertise on 5G and GNSS and to refine the technologies already available in its solution portfolio for: geodetic and environmental precision monitoring of critical infrastructures and natural hazards (GeoGuard suite); Intelligent Transportation Systems (ITS) applications for sustainable mobility (MyMaaS suite); advanced drone-based services (e.g. Operation & Maintenance of renewable energy plants, ER-PAM suite).

The two-year project is coordinated by GReD (Geomatics Research & Development), and will also involve the Politecnico di Milano and Vodafone.

• A renewed strategic vision in the light of the signing of the Recovery Plan and the Financial Agreement, the recovery of financial solidity and the enhancement of contextual factors, which place algoWatt in an attractive business
• In the plan: strengthening of governance and optimisation of the corporate and commercial structure towards the achievement of targets
• Defined 6 strategic levers to accelerate revenue and EBITDA generation resulting in reduced risk, integration of activities to complete the digital energy and cleantech value chain
• Scouting for M&A transactions in compliance with the Recovery Plan and the Financial Agreement and using the treasury shares portfolio
• Revenues over the three-year period: approximately Euro 92 million (CAGR 2022-24 +5.34%); increase in margins and profitability; progressive reduction in NFP and simultaneous growth in shareholders’ equity with improvement in all ratios

The Board of Directors of algoWatt, a GreenTech Company listed on the Euronext Milan market of Borsa Italiana, met today under the chairmanship of Stefano Neri and approved the 2022-2024 business plan “Leading the clean energy transition”.

The plan will be illustrated to the financial community today in a webcast on the company’s website www.algowatt.com and on Specialist Integrae SIM’s website www.integrae.it at 15.30 CET by the Chairman of algoWatt Stefano Neri, CEO Paolo Piccini, General Manager Idilio Ciuffarella and CFO Filippo Calisti.

“LEADING THE CLEAN ENERGY TRANSITION: MAIN ASSUMPTIONS

algoWatt aims to establish itself as the cutting edge of the Italian GreenTech industry with a mission to “enable digital transformation and the energy and ecological transition through smart technologies, enabling customers and consumers to use resources in a more sustainable way”.

The new corporate configuration and positioning in the market for digital integration of products and/or services that improve operational performance while reducing costs, energy consumption, waste and negative effects on the environment result from the operational and industrial turnaround following the signing of the Recovery Plan and Financial Agreement in June 2021.

Thanks to this agreement, which saw Bondholders and Banks express confidence in the resilience of the Company, algoWatt reduced its financial debt (almost constant since 2018) from 66.9 million euros in 2020 to 14.1 million euros at the end of the year to 31 December 2021. In addition to this energetic debt reduction manoeuvre, there was also the deconsolidation of debt linked to industrial plants, functional to the old business model and destined for sale, for a total of more than €12 million.

Thanks to the Restructuring Plan, the Financial Agreement and the merger between TerniEnergia and Softeco, is thus delivered to the capital market a new player that leaves the Utility sector and enters the Digital one, with the identity of GreenTech company. A new identity in line with the most attractive megatrends, which concern the pervasive digitalization of all industrial sectors and the ecological and energy transition.

algoWatt’s industrial objectives also appear to be fully consistent with the objectives of decarbonising the economy and consumption, in line with the targets set by the European Union as part of the Green Deal and by the national government with the National Recovery and Resilience Plan. These instruments are accompanied by a unique and highly favourable regulatory framework for digital innovation, which has become the strategic axis of all modernisation and growth recovery programmes.

The execution of the Plan, the approach to new reference markets and the change in the business model were also accelerated through a renewal and strengthening of governance. The Chief Executive Officer, Paolo Piccini, who has been entrusted with the challenge of growth in line with the objectives of the Plan, has been joined by the new General Manager, Idilio Ciuffarella, who brings to the company management consolidated skills and a solid professional track record in the technology and innovation sectors.

Lastly, a renewal and strengthening of the company organisation was launched, with the elimination of the three Business Units in favour of a leaner and more efficient structure, based on divisions that respond to customer needs, such as a unified software factory, a centralised project management and solution delivery system, and a strengthened commercial structure.

“LEADING THE CLEAN ENERGY TRANSITION: MAIN STRATEGIC OBJECTIVES

The Plan bases its growth prospects on the integration of business-as-usual activities and six new levers for accelerating turnover development, increasing order intake and increasing turnover:

Partnership with top technology providers

• Value-added reselling (VAR) of key photovoltaic components (inverters and storage), through the expertise, track record and references of the former TerniEnergia;
• Expansion of the “Virtual Product Portfolio”, with a focus on the Energy Intensive and Datacentre Sectors, with the implementation of HW components (UPS and Cooling Systems) which, integrated with the proprietary Supervision and Monitoring System (ER-BEMS, Building Energy Management System), make it possible to offer a bouquet of extended energy efficiency solutions;
• EV Chargers: Industrial support in the development of a complete system of charging stations from high-tech battery charging modules.

Partnership with Player/Utility in the Energy and Environment domain

• Turnkey solutions for Energy Communities (ERCs) with the following activities: Technical/financial/legal consultancy; Business model promotion; SW platform; Micro grid supply in place;
• Solutions for Virtual Power Plant (VPP) and energy resource aggregators to improve energy production, grid flexibility and to exchange or sell energy on the electricity market;
• Cleantech industry digitisation services for the ecological transition, such as – for example – software, platforms and solutions for advanced collection and management services, smart bins, robotics, apps, analytical tools and decision support software;
• Partnerships with the “stewardship” model with companies in the environmental sector with the aim of proposing products to be customised, developing new products and services with costs covered by the partners at advantageous conditions, monitoring opportunities for potential extraordinary operations.

General Contracting

• Expansion of the pipeline dedicated to activities related to the energy efficiency of buildings with the 110% Superbonus and acceleration of construction sites through an agreement with a commercial/financial partner;
• System Integration for critical infrastructures with implementation of HW and SW dedicated to the digitalisation of services, based on the company’s track record (e.g. Caronte & Tourist ticketing terminal)
• Turnkey installation for the reduction and management of energy consumption of energy-hungry companies or complex structures with innovative formulas such as PPAs and CERs (e.g. industrial sites, buildings, public administration).

Revitalisation/Revitalisation of PV business

• Valuing the solid references (over 400 MW installed) national and international and the value of the brand of the former TerniEnergia, it will be possible to use the subsidiary TerniEnergia Progetti for O&M activities (including PAM/PV Inspector and Sundrone) and for the management of co-development and EPC activities for utility scale plants below 4MW, with facilitated permits and Agrivoltaic.

Internationalisation

• Process of international expansion of markets through subsidiaries in Greece (strong development and market value of about 5 GW/year) and South Africa (historic market of TerniEnergia with 6 GW/year of new photovoltaic installations), using the commercial presence and high-level project capabilities as business differentiation.

M&A potential

Acquisition assessments on 3 sectors (alternatively):

• Smart Building/Smart City (System Integration for the Efficiency of Buildings of Highly Energy Intensive Customers)
• Digitisation of Environmental Systems
• Billing (recovery of former Softeco’s historic Italian leadership in this sector)

The ongoing evaluations are focused on different realities, in line with the Restructuring Plan and foreseeing the use of the portfolio of treasury shares available to the Company. If the evaluations are not successful, the M&A transactions will be converted into Partnership/Stewardship for the provision of services.

“LEADING THE CLEAN ENERGY TRANSITION: THE PLAN IN FIGURES

algoWatt expects a significant increase in revenue and profitability by 2024 and, at the same time, a further reduction in NFP.

The Plan estimates a growth in value of production (CAGR 2022-2024) of 5.34%, for approximately €92 million over the three-year period, with intermediate targets of approximately €28 million in 2022, €31 million in 2023, €38 million in 2024, with an increase in revenues deriving from the six new business development levers supporting strategic growth.

Ebitda over the plan period is expected to grow by 9.4%, estimated at approximately Euro 4.5 million in 2022 (Ebitda Margin 16.8%), Euro 5.5 million in 2023 (Ebitda Margin 18.5%) and Euro 6 million (Ebitda Margin 8.8%) in 2024. Ebit will grow at a CAGR of 4.8%, with intermediate targets of approximately €1 million in 2022, €2 million in 2023 and €2.5 million in 2024.

Thanks to the new financial structure, the Net Financial Position will decrease over the period of the Plan with targets of approximately € 12 million in 2022, € 10 million in 2023 and € 7 million in 2024. Shareholders’ equity will grow, reaching approximately €12 million in 2022, €13 million in 2023 and €15 million in 2024. The ratios improve significantly: in particular, the NFP/EBITDA ratio will decrease from 1x in 2022, to 0.8x in 2023 and 0.5x in 2024. The NFP/EBITDA ratio will virtuously decrease from 2.7x in 2022, to 1.8x in 2023 to 1.2x in 2024.

• Revenues of € 22 million (€ 19.4 million as at 31/12/2020; +13%)
• EBITDA of €3.2 million (€1.8 million at 31/12/2020; +75.7%) with an EBITDA margin of 14.68%.
• EBIT of EUR -3.4 million (EUR 0.3 million at 31/12/2020), Profit before tax (EBT) of EUR 9.4 million (EUR -2.3 million at 31/12/2020)
• Net profit of EUR 8.5 million (EUR -3.5 million at 31/12/2020)
• Net Financial Position of €14.2 million (€66.9 million at 31/12/2020)
• Shareholders’ equity of Euro 12 million (Euro -28.5 million at 31/12/2020)

algoWatt S.p.A., GreenTech Solutions Company listed on the Italian Stock Exchange (MTA), announces that the Board of Directors of the Company, which met today, approved the draft financial statements for the year ending 31 December 2021.

Revenues amounted to €22 million (€19.4 million at 31/12/20 20; +13%). The year 2021 was characterised by the completion of the drafting, approval and entry into force of the Reorganisation Plan and the related Financial Agreement with the creditors. The Company therefore made the strategic choice aimed at ensuring the best conditions for the relaunch, while anticipating the recovery guidelines, affirming the new asset light business model (characterised by the disposal of plants that are no longer strategic) and the new corporate organisation (resulting from the exit from the Renewable Utilities sector, for the more attractive and prospective GreenTech solutions sector). It should be noted that, with the strengthening of governance and the revision of the strategic approach, a simplification of the corporate structure was launched in the last part of the year, eliminating the three business units to increase efficiency and optimise costs. In particular, a strong organisational change was made, oriented towards proximity and customer support with new structures (software factory, centralised project management, solution delivery and improved business processes).

EBITDA amounted to Euro 3.2 million, an increase of approximately 75% compared to the previous year (Euro 1.8 million at 31/12/2020), with an EBITDA margin of 14.68%. The increase in EBITDA is mainly attributable to the impact of an extraordinary nature, amounting to a total of € 1.2 million, represented by the favourable outcome of a dispute that has provided for the collection of approximately € 0.8 million and the cancellation of a debt of approximately € 0.4 million.

The Net Operating Result (EBIT) was a loss of EUR -3.4 million, a decrease of EUR 3.7 million compared to the corresponding figure for the previous year (EUR 0.3 million as at 31 December 2020). The change is mainly attributable to the presence of an extraordinary income in 2020, amounting to approximately EUR 2.2 million, referring to the reversal of the value of the items “software” and “customer relationship” among intangible assets, as well as to the recognition of impairment for approximately EUR 2.7 million.

Profit before tax (EBT) amounted to €9.4 million (€2.3 million at 31/12/2020), mainly due to the recognition of financial income of approximately €14.1 million related to the Restructuring Agreement with banks and bondholders.

The Net result of €8.5 million, compared to -€3.5 million at 31/12/2020, a significant improvement on the previous year due to the effects described above, also includes the loss of €0.7 million from assets held for sale or disposal.

The Net Financial Position amounted to €14.2 million (€66.9 million at 31 December 2020), with debt divided into short-term portion of €2 million and long-term portion of €12.2 million. The reduction in total net financial debt at December 31, 2021 compared to the corresponding figure at December 31, 2020 is mainly due to the effects of the new financial agreement signed by the Company and its parent company Italeaf on June 22, 2021, which became fully effective on July 30, 2021, once all the conditions precedent had been met.

In particular, these effects, totalling approximately €53.5 million, relate to:

– for € 12.8 million to the assumption of the “Guaranteed Exposures” by the parent company “Italeaf S.p.A.”;

– for €29.7 million to the benefit arising from the conversion of part of the financial debt into PFS (Participating Financial Instruments), of which €25 million related to the conversion of the bond and approximately €4.7 million to the conversion of certain bank exposures.

– for €11 million following the payments made in December 2021 to creditors (banks and bondholders) for approximately €6 million, with the liquidity deriving from the disposal of industrial assets as provided for in the aforementioned financial agreement, and the consequent recognition of a write-off of approximately €5 million.

Shareholders’ equity amounted to approximately EUR 12 million (EUR -28.5 million as at 31/12/2020), with an increase compared to the previous year of EUR 40,589 thousand, mainly due to the effects of the restructuring agreement.

In particular, the restructuring agreement resulted in the following effects on the Company’s balance sheet:

– a benefit related to the conversion of part of the financial debt, amounting to € 29.7 million, into PFS (Participating Financial Instruments), of which € 25 million related to the conversion of the bond and approximately € 4.7 million to the conversion of certain bank exposures; from the point of view of the balance sheet, it should be noted that the reduction in financial debt of € 29.7 million, corresponding to the nominal value of the PFS, was recognised in a specific equity reserve up to the relative Fair Value of € 21.5 million. The portion exceeding the Fair Value, equal to €8.2 million, was recognised in the income statement under financial income. The Fair Value of the FFS at the issue date was determined on the basis of the report of an independent expert appointed for this purpose.

– a positive impact of more than €12.8 million related to the assumption of guaranteed exposures by the parent company Italeaf, net of the recognition of a subrogation debt of €2.4 million.

Shareholders’ equity also takes into account treasury shares held in portfolio, which amount to 1,012,998 (2.15% of the share capital).

ALGOWATT GROUP CONSOLIDATED RESULTS AT 31 DECEMBER 2021

Net revenue amounted to €23 million (€19.2 million as at 31 December 2020). EBITDA amounted to €3.3 million (€0.8 million as at 31 December 2020). Net profit amounted to €6.6 million (€6 million as at 31 December 2020).

Business outlook

The expected performance of the reference markets, as well as the group’s economic and financial targets for the 2022-24 Plan horizon, are described in the specific press release also published today: “algoWatt: The algoWatt Board of Directors approves the 2022-2024 business plan “Leading the clean energy transition”, to which reference should be made for further details.

It should be noted, however, that the Company’s offer is in line with the most important mega trends in the energy value chain: the digitalisation of production, transmission and distribution, the affirmation of the distributed energy model driven by the migration towards renewables, the focus on energy efficiency and the sustainable use of resources, the smart city and smart and sustainable mobility.

The New Business Plan is based on analytically reasoned development hypotheses for each of the 6 strategic growth levers that make up additional elements with respect to algoWatt’s business as usual and to which is added the transversal contribution of the financed research activity.

The growth outlook is, in any case, subject to multiple, predominantly downside risks. In the short term, the uncertainty surrounding the outlook is related to health conditions and supply-side tensions, which may prove to be more persistent than expected and show a higher degree of transmission to the real economy. Added to this context of permanent difficulties are the tensions related to the war in Ukraine, with the framework of sanctions and increases in commodity prices that will inevitably be reflected in the economy. Imports of natural gas from Russia will be most affected, and for Italy this will create a triple economic damage: for electricity generation, for heating homes and on the production front for energy-intensive businesses. Furthermore, the risk of climate change continues to show signs of increasing, particularly in the Asian and Sub-Saharan African regions. Therefore, with the crisis continuing to make itself felt in low-tech sectors, which are characterised by business models that COVID-19 has helped to render obsolete even faster, algoWatt is confident in the possibility of grafting its activity onto the strand of strategic strengthening of the country’s energy efficiency. This key has proved fundamental in meeting the needs of a country like Italy, which is poor in raw materials but has extremely qualified research in the field of technological innovation, with policies designed to encourage public and private investment in new technologies, and with liquidity that has already been injected by governments and will be injected in the coming months through the PNRR.

ADDITIONAL INFORMATION REQUIRED BY CONSOB PURSUANT TO ARTICLE 114 OF LEGISLATIVE DECREE NO. 58/98 (TUF)

Any failure to comply with covenants, negative pledges and any other clause of the Group’s indebtedness involving limits on the use of financial resources, with an indication at the updated date of the degree of compliance with such clauses

on 7 December 2021, following the closing for the sale of the shares representing the entire share capital of three agricultural companies, AlgoWatt announced that it had achieved the covenant relating to the 2021 Financial Parameter, with the completion of disposals for a countervalue of at least €9 million, as envisaged by the financial manoeuvre related to the Reorganisation Plan.

The status of implementation of any industrial and financial plans of the AlgoWatt Group, highlighting the deviations of the actual data from the forecast ones

Please refer to the press release “algoWatt’s Board of Directors approves the 2022-2024 business plan “Leading the clean energy transition”, which was circulated today at the same time as this document.

Other resolutions of the Board of Directors

Subsequently, the Board of Directors examined and approved the Report on Corporate Governance and Ownership Structure for the year 2021, the Annual Report of the Director in charge of the internal control and risk management system, the Report of the Control and Risk Committee, the Report of the Internal Audit function, and the Report on the remuneration of Directors and Managers with strategic responsibilities, pursuant to Article 123-ter of Legislative Decree 58/98, which will be submitted to the Shareholders’ Meeting for approval.

Convening of the algoWatt Shareholders’ Meeting

Finally, the algoWatt Board of Directors approved the convening of the algoWatt shareholders’ meeting for 30 April 2022, with the following agenda:

1) Financial statements as at 31 December 2021, consolidated financial statements as at 31 December 2021, Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Related and consequent resolutions.

2) Report on the remuneration policy and remuneration paid in 2021 prepared pursuant to Article 123-ter of Legislative Decree 58/1998: 2.1) Approval of the First Section of the Remuneration Report prepared (binding resolution); 2.2) Approval of the Second Section: Report on remuneration paid in 2021 (non-binding resolution). Related and consequent resolutions.

3) Appointment of Directors, after determining their number, term of office and remuneration; appointment of the Chairman of the Board of Directors.

4) Appointment of the Statutory Auditors and the Chairman of the Board of Statutory Auditors and determination of the remuneration due to the Statutory Auditors and the Chairman of the Board of Statutory Auditors.

5) Authorisation to dispose of treasury shares. Related and consequent resolutions.

***

The Manager responsible for preparing the company’s financial reports, Mr Filippo Calisti, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

Filing of documents

We inform you that the draft financial statements of algoWatt S.p.A. as at 31/12/2021, approved by the Board of Directors of algoWatt S.p.A. today, will be made available to the public, together with the report of the independent auditors, in the manner required by current regulations.

• An innovative solution based on artificial intelligence and predictive models will be developed and applied to waste management and smart environmental plants
• The project will implement new decision support tools and address a wider range of machinery models for biodigestion plants and energy and material recovery from the organic fraction of municipal solid waste

algoWatt, a GreenTech Company listed on the Euronext Milan market of Borsa Italiana, has been awarded a €100,000 grant for the development of the AIGreenWaste project, an innovative software solution based on artificial intelligence and predictive models applied to waste management and smart environmental systems.

AIGreenWaste will be funded under the cascading grants call opened by the KITT4SME project (https://kitt4sme.eu) funded by the European Union (Grant Agreement N° 952119) through the Horizon 2020 – Industrial Leadership Programme and will enable the implementation of new operational functionalities based on the proprietary software AIGreen Digesto, which includes decision support tools for operators of biodigestion plants and energy and material recovery from the organic fraction of municipal solid waste. The solution is based on simulations and scenarios developed by cognitive computing and machine learning solutions and has been developed using data and production parameters from the GreenASM anaerobic biodigestion and composting plant in operation at Nera Montoro (TR) in Umbria.

Unique partner

algoWatt is the sole partner in the AIGreenWaste project. KITT4SME is a Horizon 2020 project coordinated by SUPSI (Scuola Universitaria Professionale della Svizzera Italiana) and developed by a consortium including Holonix, CRIT, VTT, ART-ER, European Dynamics, Warsaw University of Technology, Gate SpA, Ginkgo Analytics, R2M Solutions, Martel Innovate, CSIC and Rovimatica.

The project

Activities in the AIGreenWaste project will include enhancing and generalising functionality to provide operators with additional decision support tools and address a wider range of plant machinery models, and integrating into the KITT4SME platform and associated digital marketplace to reach a wider portion of biodigester plants beyond algoWatt’s current network of commercial partners.

A biodigestion plant is a system that uses organic waste to produce fertiliser and biogas through an anaerobic process and methanogenic bacteria. The biomass processed is the biodegradable fraction of products, waste and residues of biological origin from agriculture, including plant and animal substances, from forestry and related industries, including fisheries and aquaculture, as well as the biodegradable fraction of waste, including industrial and municipal waste of biological origin. The biogas produced is a mixture of various types of gas, consisting mainly of methane (at least 50%) and carbon dioxide, which can be burned to produce electricity or heat. The biogas can also be purified to extract the biomethane component that can be fed into the municipal grid.

Current biodigester systems need to be manually optimised by plant operators to produce more biogas, reduce the amount of residue and stay within the correct range of operating parameters (e.g. viscosity) to reduce the risk of maintenance downtime. This can be done by adjusting the settings and inputs of the machinery, controlling parameters such as the control of the speed of biomass injection into the biodigester, the type and quality of biomass injected and the amount of water fed into the system or the working temperature. Based on the parameters measured by the sensors, the operator varies these inputs and settings to optimise biogas production while minimising feed and post-treatment costs. This can provide the operator with useful decision support in the operational management of the plant, or, in a more advanced scenario, the prediction algorithm can directly control the feed rate of the biodigester.

KITT4SME Open Calls

KITT4SME is part of the ICT Innovation for Manufacturing SMEs initiative (I4MS, https://i4ms.eu/) to digitise the manufacturing industry, in particular, SMEs, DIH and Mid Caps that want to improve their products, business processes and business models through digital technologies. KITT4SME provides SMEs with a modular and customisable digital platform, which allows companies to combine hardware and software modules to create digital kits tailored to their needs and processes, enabling them to introduce artificial intelligence into their production systems by reducing the difficulties in adopting and using cutting-edge technologies. The solution developed within the AIGreenWaste project will be made available on the project’s RAMP digital marketplace, a community of developers and end users for Industry 4.0, and through the I4MS initiative.

• Provision of TeleBus service in Krakow for local public service operator MTK completed and operational
• Successful on-demand collective transport management service
• algoWatt will also manage full service support and operational maintenance for a period of 24 months

algoWatt, a GreenTech Company listed on the Euronext Milan market of Borsa Italiana, has completed the project for the supply of the technological solution for the management of the Tele-Bus DRT service operated by Miejskie Przedsiębiorstwo Komunikacyjne Spółka Akcyjna (MPK S.A.), a public transport operator based in Krakow (POL). Since last October, algoWatt has also been providing MPK with full service support and operational maintenance for a period of 24 months.

The new service was launched by MPK in recent months and has seen a significant increase in the number of passengers carried, meeting the strong demand for more sustainable and efficient mobility solutions. Based on the myMaaS PersonalBus product, algoWatt’s proprietary platform for the management of on-demand collective transport, the Tele-Bus solution was created to support the operational management of the entire production cycle of the DRT service operated by MPK in some districts of the peri-urban area of Krakow. The platform is the basis for the great success of the service in its first months of operation, thanks to the significant increase in accessibility and interconnection to the entire transport system for residents in the served areas. Users can access the service through a dedicated call centre and, above all, through the digital channels offered by the myMaaS PersonalBus solution, consisting of an App and a web service for booking rides, information about the service and timely notification of the bus’s arrival at the stop booked by the user.

myMaaS PersonalBus is the solution offered by algoWatt for the management of on-demand services in various areas of mobility, from demand responsive transport in areas of weak demand, to transport services for users with reduced mobility, to home-school and home-work mobility, to supplementary services and interconnection with other components of the transport system.

Developed over the years by algoWatt and continually updated with the latest technologies, it now boasts a vast installed base, with over 60 services managed in a variety of areas, from large metropolitan areas to medium-sized urban centres, small towns and historical centres, peri-urban areas and rural areas.

MPK is one of the largest public transport operators in Poland, and the selection of the solution implemented by algoWatt once again demonstrates the company’s leadership in the field of flexible mobility, providing a solid reference for foreign market development.

algoWatt, a GreenTech Company listed on the Euronext Milan market of the Italian Stock Exchange, announces that its Board of Directors, which met on 28 January, acknowledged the appointment of Eng. Idilio Ciuffarella* as General Manager of the company, qualifying him as an executive manager with strategic responsibilities as of today’s date.

Mr. Ciuffarella takes over from Mr. Massimo Mannori, who is leaving the company for reasons related to new professional opportunities and whom the group thanks for his work and commitment in the delicate phase of the merger between TerniEnergia and Softeco Sismat, which originated algoWatt.

“Idilio Ciuffarella is a recognized expert in the sector, also at international level, and has proven experience in our group’s core industries (energy, digital and IoT) with considerable turnover increases in large corporations (UK, USA, Italy, Taiwan). He is also a professional with successful business development skills and has significant achievements in the managerial management of high performing teams,” commented CEO Eng. Paolo Piccini. “At algoWatt, he will be responsible for positioning strategies, customer focus and brand reinforcement, as well as expanding the range of solutions, services and products and revenue growth“.

“It is with great pride that I take on the challenge of accelerating the business growth of a prestigious company like algoWatt, helping to make our business system excellent, through a focus on higher value-added markets, strengthening our offering, leadership, dedication, teamwork and communication,” said the new General Manager, Mr Idilio Ciuffarella. “The work that awaits me and the entire team is complex but fascinating: I believe that human capital is the key asset in a company. In order to achieve the challenging objectives of solid growth, it will be important to create a cohesive team that knows how to work in unison with competence, a spirit of sacrifice, and a willingness to change and innovate. Dealing with energy and digitalisation is now both a privilege and a responsibility. These are key sectors for the new economy, but also for the affirmation of a different social paradigm based on environmental protection, energy saving and corporate social responsibility for a better world and the future of the next generations.

*Summary profile of the Director-General

Idilio Ciuffarella, year-old52, has a degree in Electronic Engineering from the University of Genoa and specialised in Energy Management in the USA at the AEE (Association of Energy Engineers). He has thirty years of experience in the energy industry at an international level in multinational companies. Ciuffarella has been General Manager EMEA-Smart Buildings as well as Managing Director and General Manager Italy of Delta Electronics (Taiwan), Sales Director Italy and Spain of Power One Italy (USA), Sales Director Italy of Magnetek (USA), both now ABB-Fimer and Business Development Director EMEA of Marconi.

He is a key opinion leader in the fields of energy efficiency and strategic innovation and has lectured in university masters courses on energy saving, green management and corporate social responsibility at La Sapienza University in Rome and Bocconi University in Milan.  He is the creator and promoter of innovative business-oriented concepts such as “The Anthropology of Light and Buildings” and “Corporate Educational Responsibility”, with which he has accompanied the success of new eco-sustainable businesses (LED, IoT, Building Automation, Strategic Consultancy) in an intelligently balanced ethics-profit model.

In compliance with the rules governing corporate communications, please note that the curriculum vitae of Mr. Ciuffarella is available on the Company’s website in the Investor Relations/Corporate Documents area.

algoWatt, a GreenTech Company listed on the Euronext Milan market of the Italian Stock Exchange, and Gruppo NSA, which is specialised in credit intermediation, insurance consultancy services and subsidised finance for SMEs, have signed a partnership agreement with the aim of promoting the ability of small, medium and large enterprises to constantly improve the energy efficiency and sustainability of their production and business processes.

In particular, it will be possible for companies to develop systematic assessments and studies related to sustainability and energy efficiency. Thanks to the support of algoWatt and NSA, companies will be able to move more and more towards “Green Sustainability” through the achievement of the “Zerocarbontarget” (certification of the reduction/compensation of CO2 emissions) and other initiatives, which will enable them to achieve ESG criteria in their investments.

“For algoWatt this is an agreement of significant strategic relevance, because it will allow us to give a strong boost to the commercial proposition of tools aimed at the enterprise market that we have developed in recent years to increase energy and social-environmental performance. As a GreenTech solutions company, we are strongly committed to bringing companies tools for creating value in terms of energy efficiency, reducing consumption and bills, increasing environmental performance and sustainability, helping to improve the performance of company activities and freeing up resources for the business,” said Marco Genta, Sales Manager Green Enterprise & City at algoWatt.

“Around 35,000 of the NSA Group’s small, medium and mid-cap business customers will be able to benefit from this new agreement between the Group and algoWatt. The agreement is both functional and instrumental. Functional in order to optimise energy efficiency and limit the particularly high and, above all, rapidly rising cost of energy at this time. It is also instrumental because the new EU sustainability regulations will also have an impact next year on the criteria for assessing contracts awarded to companies. In the light of the news published, it would appear that a sustainability rating may be required for companies precisely to stimulate the transition, considering, among other criteria, more reliable companies that are more sustainable. The partnership between NSA and algoWatt is totally consistent with these pressing needs of companies,” concludes Giovanni Salemi, Commercial Director of the NSA Group.

• Further reduction of financial debt as at 31 December 2021 by approximately Euro 11 million

algoWatt, a GreenTech Company listed on the Euronext Milan market of Borsa Italiana, with reference to the announcement made on 21 June 2021 regarding the approval of the Recovery Plan and the signing of the Restructuring Agreement, informs that it has completed – before the expected deadline of 31 December 2021 – all payments to creditors (banks and bondholders) for approximately Euro 6 million, as provided for in the aforementioned Agreement with reference to that deadline. As a result of these fulfilments, the debt to the Banks was written off by approximately Euro 5 million, with a reduction in algoWatt’s financial debt as at 31 December 2021 of approximately Euro 11 million.

In particular, it is announced that:

1. in relation to the exposure accrued to the Bondholders, payment of 70% of the interest accrued on the Bond between 6 February 2018 and 30 June 2021 was made from the proceeds of the sale of non-strategic assets, as an equity component of the algoWatt participating capital instruments convertible into algoWatt ordinary shares (SFP algoWatt) granted to the Bondholders themselves as datio in solutum;
2. in relation to the exposure accrued towards the Lenders assisted by a corporate surety issued by Italeaf S.p.A. (the “AlgoWatt Secured Banks“), payment was made of the 10% (ten per cent.) portion of the rescheduling as provided for in the Agreement, as well as full cash payment of interest accrued between 1 January 2021 and 30 June 2021;

• in relation to the exposure accrued towards the Lenders not backed by a corporate surety provided by Italeaf (“Non-guaranteed AlgoWatt Banks“), payment was made, in full and final settlement, of a percentage equal to 20% (twenty percent) of the related debt exposure existing at December 31, 2020, as well as full payment in cash of interest accrued between January 1, 2021 and June 30, 2021, with the consequent cancellation of the residual debt;

1. in relation to the exposure accrued towards a Lender (with limited reference to the exposure accrued relating to the mortgage-backed loan on the Nera Montoro real estate complex and on Italeaf RE Immobili), algoWatt repaid 10% (ten per cent.) of the exposure as at 31 December 2020 and paid the interest accrued at a fixed interest rate of 150 (one hundred and fifty) basis points from 1 January 2021 to 30 June 2021, without prejudice to the obligation of further repayment by Italeaf for the remaining 90% (ninety per cent.) by 31 December 2022, with the consequent settlement of algoWatt’s debt upon completion of the above payments;
2. in relation to the exposure accrued with other Lenders, the interest accrued from 1 January 2021 to 30 June 2021 was paid in cash, and algoWatt PFS were allocated as datio in solutum against the extinction of the full credit exposure to these Lenders;
3. in relation to the exposure accrued towards the leasing companies, it was repaid and/or rescheduled at the time of the sale of the relevant assets.

Lastly, it should be noted that by the scheduled date of 31 December 2021, AlgoWatt had completed the disposal of assets that were no longer strategic in accordance with the terms, conditions and values set out in the Reorganisation Plan. In particular, it should be noted – as already announced on 7 December 2021 – that the Company has completed divestments for a countervalue (net proceeds of divestment) of no less than Euro 9 million (covenant “Financial Parameter 2021”).