Stevanato Group S.p.A. Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Related Party Disclosures

Related Party Disclosures

12 Months Ended

Dec. 31, 2023

Disclosure of transactions between related parties [abstract]

36. Related party disclosures

According to IAS 24, the related parties of the Group are entities and individuals capable of exercising control, joint control or significant influence over the Group and its subsidiaries, companies belonging to the Stevanato Group S.p.A., the controlling company Stevanato Holding S.r.l. and associates. In addition, members of Stevanato Group’s Board of Directors and executives with strategic responsibilities and their families are also considered related parties. The Group carries out transactions with related parties on commercial terms that are normal in the respective markets, considering the characteristics of the goods or services involved.

Note 4 provides information about the Group’s structure, including details of the subsidiaries and the holding company.

Transactions with related parties refer to:

for the year ended December 31, 2021 revenue from the sale of drug containment solutions from the associate Swissfillon AG up to the date of the derecognition (October 22, 2021);

service fees and rentals paid to Winckler & Co Ltd, the company whose owner held minority interests in the subsidiary Ompi of Japan up to July 31, 2023;

rentals paid to SFEM Italia S.r.l., controlled by the Stevanato family;

the purchase of products and rentals paid to Società Agricola Stella S.r.l., fully controlled by SFEM Italia S.r.l. until November 12, 2021 and then 51% controlled by Stevanato Holding S.r.l. and 49% controlled by SFEM Italia S.r.l.;

for the year ended December 31, 2021 consulting services rended by William Federici, by MJB Consultants LLC and Progenitor Capital Partners LLC, whose beneficial owners are Board members in Stevanato Group;

consulting services provided by Studio Legale Spinazzi Azzarita Troi, whose beneficial owner is a Board member in Stevanato Group S.p.A.;

industrial rentals paid to E & FKH Ejendomme ApS, whose beneficial owners are family members of a Board member in the subsidiary Stevanato Group Denmark A/S;

for the years ended December 31, 2022 and 2021 rentals paid to members of Stevanato family;

at December 31, 2022 loans disbursed in 2018 and 2019 by SE Holdings Co. Ltd, the minority shareholder of the subsidiary Ompi of Japan, amounting respectively to JPY 73.5 million and JPY 49.0 million. These loans were fully reimbursed when the minority interest was purchased by Stevanato Group S.p.A. on July 31, 2023;

donations to the Stevanato Foundation, owned by Stevanato family. The foundation exclusively pursues the aims of social solidarity, philanthropy and charity, operating in the fields of social and socio-medical assistance, education and training as well as cultural and educational activities and scientific research. The Foundation intervenes in support of children and young people in situations of serious difficulty due to their illnesses, the distress of their families or other situations that may affect their health or growth;

for the year ended December 31, 2021, recharge of the costs pertaining to the public offer for shares sale to Stevanato Holding S.r.l.;

consulting services provided by C.T.S. Studio AS, whose beneficial owner is a Board member in the sub-holding Stevanato Group International AS;

revenue from the sale of drug containment systems to Incog BioPharma Services, Inc, a U.S. based biopharma services company, in which SFEM Italia S.r.l. holds a controlling stake;

on June 29, 2023, Ompi N.A. S. de R.L. de C.V. signed a promissory agreement for the purchase of land in Mexico with SIT Manufacturing N.A. S.A. de C.V. and paid USD 2,247 thousand as a deposit. On January 16, 2024 the purchase of the land was officially concluded with the payment of the remaining USD 1,210 thousand. Franco Stevanato is a Board member in SIT S.p.A., the parent company of SIT Manufacturing N.A. S.A. de C.V.;

receivables and payables to Stevanato Holding S.r.l. related to the national tax consolidation regime.

The amounts of transactions with related parties recognized in the consolidated income statement and the related assets and liabilities are as follows:

For the year ended and at December 31, 2023


	Revenue		Costs*
	(EUR thousand)

Other related parties
Winckler & Co. Ltd.		—		191
Società Agricola Stella S.r.l.		—		110
SFEM Italia S.r.l.		—		20
E & FKH Ejendomme ApS		—		435
Studio Legale Spinazzi Azzarita Troi		—		311
Fondazione Stevanato		—		240
C.T.S. Studio AS		—		21
Incog BioPharma Services Inc		545		—

* Costs include cost of sales, selling, general administrative costs and other expenses net


	Trade receivables		Trade payables		Other Assets		Other Liabilities
	(EUR thousand)

Parent company:
Stevanato Holding S.r.l.		—		—		4,020		—

Other related parties
Società Agricola Stella S.r.l.		—		102		—		—
Studio Legale Spinazzi Azzarita Troi		—		168		—		—
C.T.S. Studio AS		—		1		—		—
SIT Manufacturing		—		—		2,034		—
Incog BioPharma Services Inc		636		—		—		1,210

Loan from/to related parties

For the year ended and at December 31, 2023

         
        Interest
received

        Interest
paid

        Financial
assets or
liabilities

         
        (EUR thousand)

        Other related parties

SE Holdings Co.Ltd.

—

3

—

For the year ended and at December 31, 2022


	Revenue		Costs*
	(EUR thousand)

Other related parties
Winckler & Co. Ltd.		—		313
Società Agricola Stella S.r.l.		—		90
SFEM Italia S.r.l.		—		19
E & FKH Ejendomme ApS		—		419
Piovesan Barbara		—		30
Studio Legale Spinazzi Azzarita Troi		—		384
Fondazione Stevanato		—		305
C.T.S. Studio AS		—		23
Incog BioPharma Services Inc		509		—


	Trade receivables		Trade payables		Other Assets		Other Liabilities
	(EUR thousand)
Other related parties
Winckler & Co. Ltd.		—		28		—		—
Società Agricola Stella S.r.l.		—		48		—		—
SFEM Italia S.r.l.		—		2		—		—
Studio Legale Spinazzi Azzarita Troi		—		70		—		—
C.T.S. Studio AS		—		2		—		—
Incog BioPharma Services Inc		451		—		—		—

* Costs include cost of sales, selling, general administrative costs and other expenses net

Loan from/to related parties

For the year ended and at December 31, 2022


	Interest received		Interest paid		Financial assets or liabilities
	(EUR thousand)

Other related parties
SE Holdings Co.Ltd.		—		5		(871	)

Key management personnel of the Group
Directors and Key Managers		2		—		—

For the year ended December 31, 2021


	Revenue		Costs*
	(EUR thousand)

Parent company
Stevanato Holding S.r.l.		4,475		—

Associate companies
Swissfillon AG		565		—

Other related parties
Winckler & Co. Ltd.		—		352
Società Agricola Stella S.r.l.		—		99
SFEM Italia S.r.l.		—		19
MJB Consultants LLC		—		57
Progenitor Capital Partners LLC		—		67
E & FKH Ejendomme ApS		—		410
Piovesan Barbara		—		30
Studio Legale Spinazzi Azzarita Troi		—		578
Federici William		—		69
Fondazione Stevanato		—		180
C.T.S. Studio AS		—		20
Incog BioPharma Services Inc		671		—

* Costs include cost of sales, selling, general administrative costs and other expenses net

Loan from/to related parties

For the year ended December 31, 2021


	Interest received		Interest paid
	(EUR thousand)

Associate companies
Swissfillon AG		10		—

Other related parties
SE Holdings Co.Ltd.		—		5

Key management personnel of the Group
Directors and Key Managers		22		—

Emoluments to Directors and Key Management

The fees of the Directors of Stevanato Group S.p.A. are as follows:

For the year ended December 31, 2023

         
        Fixed remuneration

        Pension

        Share based

        Total

         
        Annual

        Fringe

        expense (2)

        compensation (3)

        remuneration

         
        fee

        benefits (1)

         
        (EUR thousand)

Total Directors

2,242

12

70

438

2,762

(1) Fringe benefits related to car and insurance benefits

(2) Pensions expense related to "Trattamento Fine Mandato" accrued in the year

(3) Shares granted to board members

For the year ended December 31, 2022

         
        Fixed remuneration

        Pension

        Share based

        Total

         
        Annual

        Fringe

        expense (2)

        compensation (3)

        remuneration

         
        fee

        benefits (1)

         
        (EUR thousand)

Total Directors

2,353

12

62

379

2,806

(1) Fringe benefits related to car and insurance benefits

(2) Pensions expense related to "Trattamento Fine Mandato" accrued in the year

(3) Shares granted to board members

For the year ended December 31, 2021

         
        Fixed remuneration

        Pension

        Long Term

        Share based

        Total

         
        Annual

        Fringe

        expense(2)

        Benefits(3)

        compensation (4)

        remuneration

         
        fee

        benefits (1)

         
        (EUR thousand)

Total Directors

2,196

14

50

(2,966

)

350

(356

)

(1) Fringe benefits related to car and insurance benefits

(2) Pensions expense related to "Trattamento Fine Mandato" accrued in the year

(3) Long term benefits related to cash settled awards early terminated in 2021

(4) Shares granted to board members

The aggregate compensation for members of the Senior Management Team (excluding the Chairman and including the CEO) is as follows:

For the year ended December 31, 2023

         
        Fixed remuneration

        Variable

        Pension

        Share based

        Total

         
        Annual

        Fringe

        remuneration(2)

        expense (3)

        compensation(4)

        remuneration

         
        fee

        benefits(1)

         
        (EUR thousand)

Total Other Key Management

1,777

28

94

94

845

2,838

(1) Fringe benefits related to car and insurance benefits

(2) Variable remuneration related to MBO

(3) Pensions expense related to "Trattamento Fine Rapporto" accrued in the year

(4) Shares granted under stock grant plan 2023-2027 and other share-based incentive plans

For the year ended December 31, 2022

         
        Fixed remuneration

        Variable

        Pension

        Share based

        Total

         
        Annual

        Fringe

        remuneration(2)

        expense(3)

        compensation(5)

        remuneration

         
        fee

        benefits(1)

         
        (EUR thousand)

Total Other Key Management

1,619

26

1,198

87

5,423

8,353

(1) Fringe benefits related to car and insurance benefits

(2) Variable remuneration related to MBO and LTI. With regard to variable compensation, key managers' performance is measured not only by financial indicators, such as revenue and EBITDA margin, but also by non-financial indicators such as (i) environment: programs in line with carbon neutrality, (ii) gender balance in senior position, (iii) quality mindset and performances and (iv) values and guiding principles.

(3) Pensions expense related to "Trattamento Fine Rapporto" accrued in the year

(4) Shares granted under stock grant plan 2021-2027 and other share-based incentive plans

For the year ended December 31, 2021

         
        Fixed remuneration

        Variable

        Pension

        Long Term

        Share based

        Total

         
        Annual

        Fringe

        remuneration(2)

        expense(3)

        Benefits(4)

        compensation(5)

        remuneration

         
        fee

        benefits(1)

         
        (EUR thousand)

Total Other Key Management

1,210

21

1,014

85

(6,007

)

1,536

(2,141

)

(1) Fringe benefits related to car and insurance benefits

(2) Variable remuneration related to MBO and LTI

(3) Pensions expense related to "Trattamento Fine Rapporto" accrued in the year

(4) Long term benefits related to cash settled awards early terminated in 2021

(5) Share-based compensation awarded under stock grant plan 2021-2027