COMPANY PRESENTATION Company · PDF filepotassium sulphate (K) and it is the market leader in...

COMPANY PRESENTATIONLuglio 2014

Company Presentation

June 2017

Company subject to the direction and coordination of Marchi Finanziaria srl , Florence business register nr 02316220488

MARCHI INDUSTRIALE CHEMISTRY SINCE 1873

MISSION

2

Our mission is to create long-termadded value by an industrialactivity based on the utmostattention to the quality of ourproducts, to the safety of ouremployees, to the respect for theenvironment in which we work.


THE MARCHI GROUP AT A GLANCE

3

The Marchi Group, founded in 1873 in Pescia (Tuscany), operates inthree main sectors:

basic inorganic chemistry

agricolture

renewable energies

The Group employs currently 98 workers, between the plant of MarchiIndustriale in Marano Veneziano (Venice) and its headquarter, located inFlorence.

In the basic chemistry sector, the Group is leader in Italy in production ofpotassium sulphate and has a major role in the sulphuric acid market. Itoperaetes through its societies Marchi industriale and Essemar.

In the agricoltural sector, the Group is the sole producer in Italy ofpotassium sulphate (K) and it is the market leader in the water-solubelspeciality of potassium sulphate. It has recently set up Marchi Agro, boundto develope the activity in water-soluble fertilizers (NPK) , leaf andbiostimulators .

In the sector of renewable energies, the Group built ground photovoltaicplants in Italy for 5.5 Mw and in Romania for 10 Mw, self-financing all ofthem. Moreover, benefiting from its system and technological skills, theGroup established GM Green Methane, a company owning a technology forthe production of biomethane from the purification of biogas.

CONTENUTIHistory of the Group

Management

Marchi Finanziaria

The Marchi Group today

Basic inorganic chemistry:

Marchi Industriale

Essemar

Renewable energies

Marchi Energia

GM Green Methane

Agriculture:

Marchi Agro

Financials

Contacts

4


HISTORY OF THE GROUP

5

It was Ferruccio Marchi the one who founded in Tuscany, in the town of Pescia, a small company that retrieved fertilizers and glue for woodworksby processing animal bones with oil of vitriol(sulphuric acid). Within a few years, the activityincreasingly grew and widened with the production of mineral superphosphate.

1873

The plant of Marano Veneziano for the production of chemical fertilizers and, later, of fungicides wasinaugurated. The choice of its geographical location was determined both by the easy-to-reach rawmaterials by railway and seaways and by the nearbyconsumption farm areas..

1899

The pyrite mine in Ravi (Grosseto) was acquired. At that time, pyritewas the essential raw material for the production of sulphuric acid.

1910

A new plant for the production of sulphuric acid and mineralsuperphosphate was inaugurated in the port of Livorno.

1923

The plant in Pescia was closed. The chemical activityconcentrated in the Marano plant (in 1972 also the plant in Livorno was closed), where even the production of potassium sulphate, used for the fertilization of tobacco fields and vineyards, started.

1970

Carlo Marchi, grandson of the founder Ferruccio, wasappointed President, with the support of Silvano Scarpelli in the management of the company

1979 1984

The company, bearing the name of Marchi Industriale S.p.A. became a holding and founded some companies in southern central Italy, specialized in the transformation of chemical products.

1990 20172004 2010 2013

Essemar SpA Joint venture wasincorporated with the Group Esseco.It was the means by whichthe Marchi Group strengthened itsrole and became the mainrepresentative in the nationalmarket of sulphuric acid.

Marchi EnergiaS.r.l. was founded together with the renewable energy BU

Marchi Energia founded GM Green Methane (GM). Marchi FinanziariaS.r.l. was foundedfrom the merger of the family Holdings of Carlo Marchi and GioiaFalck

Ferruccio Marchi and Massimo Scarpelli became part of the management team togetherwith their parents in developing the Group and getting ready for the passage to the next generation.

In may 2017 Marchi Industriale has succeeded the Elite Certification.

Marchi Agro wasfounded, the sub-holding of the agricultural division


MANAGEMENT

Ferruccio Marchi- Chairman and CEO of the Group Doctor of Information Sciences CEO of Marchi Finanziaria S.r.l., Chairman of Marchi Energia Srl and GM Green Methane srl, Vice Chairman of

Essemar S.p.A. He is Board Director in various other companies of the family, in which Marchi Finanziaria holds some equities Board Director of the Foundation Carlo and Giulio Marchi, of the Foundation Carlo Marchi and of the Foundation

Giulio Marchi

Massimo Scarpelli- Vice President – Chairman of the investments’ and management audit’s committee Accountant, has carried out the legal audit for over 15 years Co-founder in 1987 of Scarpelli e Pezzati Studio Associato (tax, corporate and executive consulting) Manager, Chairman of the Board of Statutory Auditors, auditor and corporate officer for various companies such as :

Advisor of Ifigest Bank, Chairman of BoD of Marchi Finanziaria, Chairman of the Board of Statutory Auditors ofFalck Renewables SpA and of Enrico Giotti S.p.A.

Other offices held in the past include: Advisor of the Airports of Rome SpA and Omnia SIM SpA, Chairman of the Board of Statutory Auditors of Gucci SpA and Cisalfa Sport SpA, and Standing Auditor for Falck S.p.A.

Maurizio Pastori- Industrial Development Director – Project Manager He graduated in chemical engineering from the University of Pisa Joined Marchi Industriale as R&D Manager Managing director of Marchi Energia Srl Managing director of GM Green Methane Srl, for which he assisted in the start-up phase.

6


MANAGEMENT

Riccardo Gallorini- Sales Manager – Raw Materials Purchaising manager He has a degree in chemistry Working for Marchi Industriale since 2003 as Sales Manager and Raw Materials Purchaising Manager Formerly Sales Manager for Galbert s.r.l. He started his carrer as head of depatment in Cromos s.p.a.

Raoul Tomaello- Plant Director Marchi Industriale S.p.A. He graduated in electronic engineering from the University of Padua. Working for Marchi industrial since 1994 as Manager of the electro-instrumental division, in 1999 he became

manager of plant technical services In 2001 he is given the responsibility for protection and prevention service From 2010 he takes care of staff training in the field of safety and security He started his carrer in 1994 working for Microelettric company, dealing with the design of an inverter for railway

cars, assigned by Ferrovie dello Stato

7


MARCHI FINANZIARIA

Carlo e Gioia Marchi Società Finanziaria di Partecipazioni S.r.l (Marchi Finanziaria) ) is the holding company of the Marchi family and the

controlling shareholder of Marchi Industriale, with a stake of 63.3007%.

CARLO E GIOIA MARCHI SOCIETA‘ FINANZIARIA

DI PARTECIPAZIONI S.R.L.(MARCHI FINANZIARIA S.R.L.)

Marchi Industriale S.p.A.

Castello della Pia

srl

Castel di Pietra srl

Rimigliano srl

Nugola SpA

FalckSpA

63.9398%

98%98% 17.5% 12.37% 3.39%

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The two controlling real estate shareholdings (Castel di Pietra e Castello della Pia) relate to a farm

of over 950 acres with restored farmhouses for a total surface of 5,000 sm.

The holding holds, moreover, 3.39%* of the company Falck Spa, controlling shareholder of the

listed company Falck Renewables.

At the end of 2016 Marchi

Finanziaria holds a net assets

for over 80 mln/€ and a net

financial position of about 22

mln/€.

33 mln/€.*The Marchi family directly holds , moreover, a share of 11,9% of Falck Spa

Marchi Finanziaria

Family Office ss

100%


THE MARCHI GROUP TODAY

Agrimont EssemarGM Green Methane

PhotovoltaicSocieties


Marchi Energia srl Marchi Agro

Marchi Partecipazioni

industriali

CARLO E GIOIA MARCHI SOCIETA‘ FINANZIARIA

DI PARTECIPAZIONI srl(MARCHI FINANZIARIA)

Pivateshareholder

s

63,9398%

100% 95% 100%

33,33% 65% 100%

Included in the consolidated balance sheet of MarchiIndustriale S.p.A.

Outside the consolidated budget of Marchi Industriale S.p.A.

36,06%

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49,9995%

BASIC INORGANICCHEMISTRY

10


BASIC INORGANIC CHEMISTRY

The Marchi Group operates in the basic inorganic chemistry sectorthrough the following companies:

Marchi Industriale, the parent company, leader in Italy for theproduction of Sulphuric Acid and Potassium sulphate. Moreover, italso produces derivatives of sulphuric acid, hydrochloric acid,aluminium polychloride (Flomar) and linear alkyl sulphonic acid (LAS);

Essemar produces sulphuric acid;

The Group has recently founded Marchi Agro, sub-holding for theagricultural sector, for production and trade of special water-solublefertilizer.

The strengths, which have allowed the Group to become the leading

company in Italy and to close each financial year in profit for over thirtyyears in a sector, featuring low margins, are:

A very strong industrial know-how, deriving from over thirty years ofhistory and modern and functional production structures

Focus on research, aiming at environmental enhancement: recentexamples are the products for wastewater treatment (FLOMAR®) andhigh performing water soluble fertilizers (Water Soluble PotassiumSulphate)

High pragmatism of the management and fast decision-making featurein operational and strategic choices

Own-capital resources

11


PRODUCTS FOR INDUSTRIAL USEPure Sulphuric Acid for Analysis (PPA)Hydrochloric AcidSulphuric Acid Accumulators and DilutedOleumFlomarHydrochloric Acid

PRODUCTS FOR AGRICULTURAL USEWater soluble potassium

Sulphate BCPotassium Sulphate

WASTEWATER TREATMENTSodium BisulphiteFlomarFlomar C1Flomar 10B40

CLEANINGOleumSulfonic Acid

MARCHI INDUSTRIALE S.p.A

Founded in 1873, Marchi Industriale is the leading company in Italy in the

production of Sulphuric Acid and Potassium Sulphate.

Currently, the chemical activity of Marchi Industriale is focused in the plant of

Marano Veneziano (Venezia), dating back to 1899.

The plant, covering an area of 140,000 sm and currently covering a production

surface of about 70,000 sm, includes:

A plant for the production of sulphuric acid from ordinary sulphur, obtainedby means of catalyst contact process.

A plant, the only ine in Italy, for the production of highly pure sulphuric acid(reagent grade).

Two plants for the production of potassium sulphate and hydrochloric acid.

A packing line for water soluble fertilizers.

Four production lines for FLOMAR, a product used directly in the productionprocesses of paper-producing industries and as flocculation agent for theprocessing and clarification of water.

A plant for the production of LAS (sulfonic acid).

The plant in Marano Veneziano produces on its own all the electric power

required for its functioning and the surplus is transferred to the general network.

The constant research and the experience acquired during the years allowed the

evolution of a technologically advanced industrial process for the production of

potassium sulphate. Such know-how is used both by Marchi in its own

production site of Marano and by the engineering company Desmet Ballestra for

the construction and selling of plants to third parties.

The plant in Marano Veneziano (Venezia)

12


ESSEMAR

Founded in 2004, as a joint venture between Esseco Group and MarchiIndustriale, Essemar deals with the production and the marketing ofSulphuric Acide and Oleum (fuming sulphuric acid).

The production plant of Sulphuric Acid, producing 150,000 t/year, which hasbeen producing since October 2006 is located in San Martino di Trecate(Novara).

The plant is implemented with the latest technologies, complying with allthe quality and safety parameters, required both by the shareholders andby the competent authorities.

The plant is managed by Esseco, a controlled company of Esseco Group,whereas the raw material supply activity and the sales activity arecoordinated by Marchi IndustrialeS.p.A.

The main competitive benefits of Essemar are:

Location in the nothern-western area of Italy, in a central sitecompared to market consumptions, therefore favourable from alogistic point of view: a main feature, since in this sector, the addedvalue of logistics and of transportation exceeds the one of pureproduction.

Industrial synergies with Esseco for the production of electric powerand with Esseco Group for raw material exploitation, Sulphur.

Synergy with Marchi Industriale for application of the know-how on theO&M of sulphuric acid plants and marketing of finished products.

13


FOCUS ON QUALITY, ENVIRONMENT, AND SAFETY

14

Customer satisfaction, efficiency of processes, suitable management of resources, implementation of aquality management system for the products, represent the reference points of the Group’s activity,founded on the essential value of the workers’ safety as well as on the respect of the environment, in whichthey work.

Marchi Industriale performs its activities in order to combine a constantenhancement of its own industrial processes and the adoption of suitableprevention measures relating to environmental pollution and safety on worksites:for this reason, it aimed at the creation and maintenance of an IntegratedCorporate Management System, at the same time meeting the needs relating toquality, safety and environment.

The plant of Marchi Industriale located in Marano achieved in 2011 the importantAIA certification (“Autorizzazione Integrata Ambientale”- Integrated EnvironmentalAuthorization), issued by the Ministry of the Environment and of Territory and SeaProtection.

Such certification was added to the ISO 14001 for the Environment and the ISO9001 for Quality.

The plant of Essemar for the production of Sulphuric Acid, active since October2006, achieved in January 2008 the ISO 9001:2008 certification for its own QualityManagement System (CERTIQUALITY, CISQ). Moreover, the achievement and themaintenance of the goals of the Quality Management System are constantlymeasured and monitored by means of a system of indicators.

GM Green Methane achieved its own Quality Management System Certificate in2015 (UNI EN ISO 9001:2015).

RENEWABLE ENERGIES

15


MARCHI ENERGIA

16

In 2010, the Group undertook a new initiative in the renewable energy sector with the incorporation of Marchi Energia Srl, appealing to the possibility to:

Transfer the technical and system know-how deriving from the main business in the renewable energies sector.

Invest in an opportunistic and fast way in the countries, where there are the most interesting rate conditions, owing to know-how, decision-makingspeed and availability of capitals to invest full equity, without getting into debts.

Sub-holding of the business unit renewable energies, by means of specialpurpose entities built in full equity, Marchi Energia holds:

Six companies, producing electric power from ground-mountedphotovoltaic fields in Romania (10 MW), addressees of 6 greencertificates for each MWh produced;

Marchi Synergo, a Romanian company, dealing with theimplementation, on its own or upon request, on behalf of third parties,of ground-mounted photovoltaic systems in Romania;

GM Green Methane, a company incorporated on December 2013, thatholds a special technology for the purification of biogas. The societyaims to provide its know-how and systems for the production of bio-methane.

The plants built in italy ( 5,5 MW) have been transferred to the Fysis SICAEfesto-Energy Fund, held for a meaningful part by the Group and means ofimportant industrial partnership.

The production of Italian photovoltaic plants started in 2011 whereas theRomanian ones have been active from 2013.


Areas of expertise:

Biomethane from the treatment ofwastewater - solid urban waste(urban areas).

Biomethane from the treatment offood waste and sludges (industrialactivities).

Biomethane from the treatment ofvegetable waste and sludges (farms).

Carbon dioxide for agricultural, foodpurposes and for the cultivation ofalgae.

Main applications:

Traction (Biomethane in petrolstations).

Distribution (introduction in thenational network).

Cogeneration.

Retrieved CO2 (food and beverageindustry, processing of metals,garden nursery industry, paperindustry, wastewater treatment,cryogenic cleaning and for fireextinguishing)..

GM GREEN METHANE

GM Green Methane (GM) was incorporated on December 2013 by MarchiEnergia, which holds a share of 65% and by the Group GiammarcoVetrocoke (35%), a company, operating since 1950 as licensee of owningprocesses for the absorption of carbon dioxide from gas streams.

GM has created its own technology for the purification of biogas to bio-methane, a process during which the main operation is the removal ofcarbon dioxide contained in the biogas.

GM takes advantage of the complementary and synergic experiences of thepartners in the design, construction, management and maintenance ofindustrial plants.

17

GM is able to:

Provide for purification systems (upgrading) of biogas to biomethane withthe “all inclusive” formula;

Provide for a post-sales service for the complete management andmaintenance of the above mentioned systems, assuring energy capabilityand service and maintenance costs.

GM technology allows to thoroughly retrieve the methane and CO2present in the biogas. The GM Green Methane unit has been conceived inorder to be adapted to any reality, new or existing.

18<<<

AGRICULTURE


MARCHI AGRO

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Founded in 2017 Marchi Agro is the sub-holdindof the agricultural division.

As a result of the World population grouth and the everdecreasing of agricultural area , agriculture must be more andmore efficient.The mission of Marchi Agro is, indeed, to offer the farmers theright tools in order to get the maximum by their fields (higheryields and better quality) with the smallest impact on theenvironment and the largest financial returns.

Marchi Agro produces water-soluble ferilizers in order to sutisfy nutritionalneeds of all crops: extensive, fruit, vegetables , ornamental, fodder…Due to its industrial expertise and being in control of a key raw material suchas potassium sulphate, Marchi Agro offers NPK water-soluble fertilizers ofhiger quality, both for fertigation systems and foliar aplication.

PHILOSOPHY MISSION

CARE FOR THE ENVIROMENT

100%ITALIAN

Born and raised in Florence, with the production in Venice, our products are proudly 100% Italian

20

FINANCIALS


MARCHI INDUSTRIALE: decadal results

21

€M€M

€M €M

23,28

34,16

26,99 26,59

34,08

29,3731,65 32,19

33,49 33,56

0

5

10

15

20

25

30

35

40

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Value of Production

16%

20%

11%

16%17%

14%

19%

22%22%

25%

0%

5%

10%

15%

20%

25%

30%

0

1

2

3

4

5

6

7

8

9

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

EBITDA EBITDA margin % VP

6%

10%

4% 4%

8%

5%

11% 11%

8% 7%

0%

2%

4%

6%

8%

10%

12%

0

0,5

1

1,5

2

2,5

3

3,5

4

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Net Profit Net Profit % VP

26%

11%

0%

23%

13%

22%

25% 25%

34% 34%

0%

5%

10%

15%

20%

25%

30%

35%

40%

0

0,1

0,2

0,3

0,4

0,5

0,6

0,7

0,8

0,9

1

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Dividends Dividend Pay Out ratio %


CONSOLIDATED RESULTS

22

NOTE: invested capital and NP are expressed net of own shares at book (8,4 M/€ per n. 1.551.593 shares). V.N. 1,551 M/€.

Consolidated Income statement (€/M)

FY FY FY

2016 2015 2014

Value of Production 40,02 41,31 38,44

Operating Costs -30,33 -32,14 -30,17

EBITDA 9,69 9,17 8,27

EBITDA % 24,2% 22,2% 21,5% *

Depreciation and impairment ante reassessment L. 147/2013

-3,47 -3,92 -4,62

Depreciation and impairment post reassessment L. 147.2013

-2,47 -2,43 -1,79

EBIT 3,75 2,81 1,85 *

EBIT % 9,4% 6,8% 4,8%

Charges and income from participating interests

-0,73 0,12 2,28

EBIT 3,02 2,93 4,13

EBIT % 7,6% 7,1% 10,7%*

Financial charges and income 0,05 -0,01 -0,10

Extraordinary charges and income 0,12 0,03 -0,02 *

Income Before Tax 3,19 2,95 4,02

Tax on business -1,48 -1,18 -0,88

Net Income 1,71 1,76 3,14

Net Income % 4,3% 4,3% 8,2%

- Attributable to owners of the parent 1,78 1,97 3,24

- Attributable to minority interests -0,07 -0,20 -0,10

* margin expansion

Consolidated Balance sheet FY FY FY

(€/M) 2016 2015 2014

INVESTED CAPITAL

Assets in operation BU basic chemistry 11,98 16,27 18,44

Assets in operation BU renewable energy 12,73 9,74 9,28

Fixed assets under construction and advances BU basic chemistry

1,09 0,12 0,46

Investments- Agrimont srl 0,37 0,79 0,69

Investments- Crosfield srl 0,00 0,30 0,08

Heliopolis Energia SpA - Equity investments 0,50 0,50 0,00

Efesto Energy - Investment fund shares 8,22 8,22 8,22

Net Working Capital 12,85 14,21 13,57

Other Funds -1,26 -1,47 -1,55

Net Invested Capital 46,47 48,68 49,20

SOURCES OF FINANCING

Consolidated Group Equity 37,47 37,71 37,39

(a) Net Financial Position from infragroup fundings 14,16 14,02 13,67

Parent Company loan 12,08 12,08 12,08

Shareholders loan 1,08 0,94 0,59

Others loans 1,00 1,00 1,00

(b) Net Financial Position from bank debt -5,16 -3,05 -1,86

Medium-term funding 0,00 0,22 0,68

Short-term Net Financial Position -5,16 -3,28 -2,53

Own Funds and Net Financial Indebtedness 46,47 48,68 49,20


CONSOLIDATET FINANCIAL STATEMENT 2016

23

Consolidated Cash Flow Statement

(€/M)

A. OPENING NET FINANCIAL POSITION -10,96

B. CASH FLOW GENERATED (ABSORBED BY OPERATING ACTIVITIES

8,04

Period Net income 1,71

Depreciation and amortisations 6,36

( Gains ) and losses oninvestment -0,03

C. CASH FLOW GENERATED (ABSORBED) BY CHANGES IN NET WORKING CAPITAL

1,15

D. CASH FLOW GENERATED (ABSORBED) BY INVESTING ACTIVITIES

-5,28

E. CASH FLOW GENERATED (ABSORBED) BY FINANCING ACTIVITIES

-1,95

F. NET CASH FLOW FOR THE PERIOD (B + C + D + E) 1,96

G. CLOSING CURRENT NET FINANCIAL POSITION -9,00

2016: Consolidated Current NFP

(€/M)

Shareholders loan -1,08

Others loans -1,00

Parent company load -12,08

Banks for short-term financial debts -10,56

Green certificates short-term 0,40

Banks current accounts, cash and cheques 15,32

NET FINANCIAL POSITION -9,00


CONTACTS


www.marchi-industriale.it

Via Trento, 16 50139 Firenze - Italia

Tel: +39 055 475541-2-3 | Fax: +39 055 496626

[email protected]

24

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