Caltagirone Editore : Corporate Governance 2024 report

CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE REPORT

as per Article 123-bis CFA

Issuer: Caltagirone Editore S.p.A.

Website:www.caltagironeeditore.com

Year: 2024

Date of approval of Report: March 12, 2025

Contents

Consolidated Finance Act/CFA: Legislative Decree No. 58 of February 24, 1998 (as subsequently amended). .. 4

1. ISSUER PROFILE .................................................................................................................................................. 5

2. INFORMATION ON THE OWNERSHIP STRUCTURE (as per Article 123-bis, paragraph 1, CFA) .......... 5

a) Shareholders (as per Article 123-bis, paragraph 1, letter a), CFA).................................................. 5

b) Restriction on the transfer of shares (as per Article 123-bis, paragraph 1, letter b), CFA)............. 5

c) Significant holdings (as per Article 123-bis, paragraph 1, letter c), CFA)....................................... 5

d) Shares which confer special rights (as per Article 123-bis, paragraph 1, letter d), CFA)............... 5

e) Voting mechanism (as per Article 123-bis, paragraph 1, letter f), CFA).......................................... 5

f) Voting restrictions (as per Article 123-bis, paragraph 1, letter f), CFA)........................................... 6

g) Shareholder agreements (as per Article 123-bis, paragraph 1, letter g), CFA)................................ 6h) Change of control clause (as per Article 123-bis, paragraph 1, letter h), CFA) and statutory

provisions on takeovers (as per Articles 104, paragraph 1-ter and 104-bis, paragraph 1)................... 6i) Power to increase the Share Capital and authorisation to purchase treasury shares (as per Article

123-bis, paragraph 1, letter m), CFA).................................................................................................... 6

l) Direction and co-ordination activities (as per Article 2497 and subsequent of the Civil Code)....... 6

3. COMPLIANCE (as per Article 123-bis, paragraph 2, letter a), CFA) ................................................................ 6

4. BOARD OF DIRECTORS ...................................................................................................................................... 6

4.1. ROLE OF THE BOARD OF DIRECTORS................................................................................... 6

4.2. APPOINTMENT AND REPLACEMENT (as per Article 123-bis, paragraph 1, letter l), first

section, CFA).......................................................................................................................................... 7

4.3. COMPOSITION (as per Article 123-bis, paragraph 2, letter h), CFA)......................................... 7

4.4. FUNCTIONING OF THE BOARD OF DIRECTORS (as per Article 123-bis, paragraph 2,

letter d), CFA)......................................................................................................................................... 8

4.5. ROLE OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS...................................... 9

4.6. EXECUTIVE DIRECTORS............................................................................................................ 9

4.7. INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR.............................. 9

5.0 MANAGEMENT OF CORPORATE INFORMATION .................................................................................. 10

6. INTERNAL COMMITTEES TO THE BOARD (as per Article 123-bis, paragraph 2, letter d) CFA) .......... 10

7. SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - APPOINTMENTS COMMITTEE ............ 11

7.1 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS ....................................................................... 11

7.2 APPOINTMENTS COMMITTEE ..................................................................................................................... 11

8.0 DIRECTORS REMUNERATION - REMUNERATION COMMITTEE ...................................................... 11

8.1 DIRECTORS REMUNERATION ..................................................................................................................... 11

8.2 REMUNERATION COMMITTEE .................................................................................................................... 11

9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE ..................................................................................................................................................................................... 11

9.1. CHIEF EXECUTIVE OFFICER ................................................................................................. 11

9.2. CONTROL AND RISKS COMMITTEE ...................................................................................... 12

9.3. INTERNAL AUDIT MANAGER .................................................................................................. 12

9.4. ORGANISATIONAL MODEL pursuant to Legislative Decree No. 231/2001 ............................ 12

9.5. AUDITOR ...................................................................................................................................... 12

9.6. EXECUTIVE OFFICER FOR FINANCIAL REPORTING ....................................................... 12

9.7. COORDINATION OF THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND

RISK MANAGEMENT SYSTEM ........................................................................................................ 13

10. DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS ................................................... 13

11. BOARD OF STATUTORY AUDITORS ........................................................................................................... 13

11.1 APPOINTMENT AND REPLACEMENT ...................................................................................................... 13

11.2 COMPOSITION AND OPERATION OF THE BOARD OF STATUTORY AUDITORS (as per Article

123-bis, paragraph 2, letter d) and d-bis) CFA) ....................................................................................................... 15

11.3 ROLE .................................................................................................................................................................. 16

12. RELATIONS WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS ......................... 16

13. SHAREHOLDERS' MEETINGS (as per Article 123-bis, paragraph 1, letter l, paragraph 2, letter c), CFA)

..................................................................................................................................................................................... 16

14. FURTHER CORPORATE GOVERNANCE PRACTICES (as per Article 123-bis, paragraph 2, letter a),

second section, CFA) .................................................................................................................................................. 17

15. CHANGES SUBSEQUENT TO THE YEAR-END .......................................................................................... 17

16. CONSIDERATIONS ON THE LETTER OF THE CHAIRPERSON OF THE CORPORATE

GOVERNANCE COMMITTEE .............................................................................................................................. 17

Tables .......................................................................................................................................................................... 18

Table 1: Disclosure on the ownership structure at 31/12/2024 ............................................................................... 18

Table 2: Structure of the Board of Directors at year-end ....................................................................................... 19

Table 3: Structure of the internal Board committees at year-end ......................................................................... 20

Table 4: Structure of the Board of Statutory Auditors at year-end ....................................................................... 21

Attachment 1: Offices held (Indicates offices held in other listed companies and in financial, banking and

insurance companies or companies of a significant size.) ....................................................................................... 22

Attachment 2: "Principal characteristics of the risk management and internal control system in relation to the financial disclosure process" as per Article 123-bis, paragraph 2, letter b), of the CFA ...................................... 23

GLOSSARY

Code/CG Code: the Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee.

Cod. civ./c.c.: the Italian Civil Code.

Committee/CG Committee/Corporate Governance Committee: The Italian Committee for the Corporate Governance of listed companies, promoted by Borsa Italiana S.p.A., ABI, ANIA, Assogestioni, Assonime and Confindustria.

Board: The Board of Directors of Caltagirone Editore S.p.A.

Issuer: Caltagirone Editore S.p.A.

Year: 2024

ESRS: the principles for sustainability reporting defined in Commission Delegated Regulation (EU) 2023/2772 of July 31, 2023.

Consob Issuers' Regulation: the Regulation issued by Consob Resolution No. 11971 of 1999 (as subsequently amended).

Consob Market Regulation: the Regulation issued by Consob through resolution No. 20249 of 2017 (as subsequently amended).

Consob Related Parties Regulation: the Issuer Regulations following Consob Resolution No. 17721 of March 12, 2010 (as subsequently amended) in relation to related parties.

Report: the corporate governance and ownership structure report which the company must prepare as per Article 123-bis of the CFA.

Remuneration Report: The remuneration policy and report which companies are required to draw up and publish in accordance with Article 123-ter of the CFA and Article 84-quater of the Consob Issuers' Regulation.

Consolidated Finance Act/CFA: Legislative Decree No. 58 of February 24, 1998 (as subsequently amended).

1. ISSUER PROFILE

Caltagirone Editore S.p.A. operates as a "holding" company with investments in the publishing (daily newspapers and free press), advertising and internet sectors. Following the Extraordinary Shareholders'

Meeting of April 23, 2018, the company extended its corporate scope to hold investments in companies and entities operating in differing sectors.

The present report illustrates the corporate governance adopted by the Issuer. This system is based on the needs of a holding company and is based, therefore, on the systems of controls of the activities of the companies in which it is present through the operating subsidiaries of the Issuer, while also respecting their managerial autonomy and power of self-determination.

The system is therefore centred on: (i) the role of the Board of the Issuer; (ii) the transparency of the operational decisions; (iii) the effectiveness of the internal control which is undertaken through the existing control structure within the individual operating units and the individual subsidiaries and the supervision of the Control and Risks Committee appointed by the Board.

As of this year, Caltagirone Editore S.p.A. publishes its Sustainability Statement (Corporate sustainability reporting directive - CSRD) together with the Annual Financial Report, as required by Directive 2024/2464/EU.

Caltagirone Editore S.p.A. is defined as an SME in accordance with Article 1, paragraph 1, letter w-quater 1), of the CFA and Article 2-ter of the Consob Issuers' Regulation, as per the list published by Consob on its website. The capitalisation for the three-year period 2022-2024 is presented below

Caltagirone Editore S.p.A. is considered a concentrated ownership company.

2. INFORMATION ON THE OWNERSHIP STRUCTURE (as per Article 123-bis, paragraph 1, CFA)

at 31/12/2024

a) Shareholders (as per Article 123-bis, paragraph 1, letter a), CFA)

Subscribed and paid-in share capital of Caltagirone Editore at December 31, 2024: Euro 125,000,000.00. Classes of shares that make up the share capital: Ordinary Shares with voting rights (See Table 1 of the appendix)

Other financial instruments which attribute the right to subscribe to newly issued shares were not issued. No share incentive plans have been introduced which resulted in an increase, including free, of the share capital.

b) Restriction on the transfer of shares (as per Article 123-bis, paragraph 1, letter b), CFA)

There are no restrictions on the transfer of securities.

c) Significant holdings (as per Article 123-bis, paragraph 1, letter c), CFA)

The Shareholders with significant holdings, according to the disclosures made pursuant to Article 120 of the CFA and supplemented by additional information are listed in Table 1 in the Appendix.

d) Shares which confer special rights (as per Article 123-bis, paragraph 1, letter d), CFA)

There are no shares which confer special control rights.

No special powers have been attributed to specific roles. The By-Laws do not provide for multi-vote or loyalty shares.

e) Voting mechanism (as per Article 123-bis, paragraph 1, letter f), CFA)

No system of share participation has been created for employees, and therefore there is no particular mechanism for the exercise of voting rights by these latter.

f) Voting restrictions (as per Article 123-bis, paragraph 1, letter f), CFA)

There are no restrictions on voting rights.

g) Shareholder agreements (as per Article 123-bis, paragraph 1, letter g), CFA)

There are no shareholding agreements between shareholders pursuant to Article 122 of the Consolidated Finance Act relating to the exercise of rights of shares or the transfer thereof.

h) Change of control clause (as per Article 123-bis, paragraph 1, letter h), CFA) and statutory provisions on takeovers (as per Articles 104, paragraph 1-ter and 104-bis, paragraph 1).

The Issuer and its subsidiaries have not signed significant agreements that are effective, or could be modified or void in the case of a change in control of the contracting company.

The Company By-Laws do not provide for exceptions to the passivity rule pursuant to Article 104, paragraphs 1 and 1-bis of the CFA, nor the application of the neutralisation rules pursuant to Article 104- bis, paragraphs 2 and 3 of the CFA.

i) Power to increase the Share Capital and authorisation to purchase treasury shares (as per Article 123-bis, paragraph 1, letter m), CFA)

The Board does not have the power to increase the Share Capital or to issue financial instruments.

At December 31, 2024, the Company held a total of 18,209,738 treasury shares in portfolio (equal to 14.5678%).

l) Direction and co-ordination activities (as per Article 2497 and subsequent of the Civil Code)

The company is not subject to management and co-ordination pursuant to Article 2497 and subsequent of the Civil Code.

3. COMPLIANCE (as per Article 123-bis, paragraph 2, letter a), CFA)

The Issuer, although ensuring maximum market transparency, decided not to formally adopt Corporate Governance Code for listed companies approved by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., while in line however with its optional nature as per the Code and considering, in addition, that the Issuer is merely a holding company with a basic structure.

Neither the Issuer nor its strategic subsidiaries are subject to laws in force outside Italy which affect the corporate governance structures of the Issuer.

4. BOARD OF DIRECTORS

4.1. ROLE OF THE BOARD OF DIRECTORS

Article 19 of the By-Laws confers to the Board of Directors the widest powers of ordinary and extraordinary administration of the Company and it may therefore carry out any and all acts it deems appropriate for attaining the corporate objectives, with the sole exclusion of those attributed by law or the By-Laws to the Shareholders' Meeting. The Board of Directors may also pass resolutions in relation to: the incorporation or spin-off of the company, in cases in accordance with law; the opening and closing of secondary offices; the appointment of Directors as company representatives; the reduction of the share capital in the case of withdrawal of the shareholders; the transfer of the registered office within the national territory, the amendment of the By-Laws in accordance with law.

The Board of Directors are responsible for operational activities and organisational and strategic direction, as well as the verification of the existence of the necessary controls to monitor the performance of the Issuer and the Group. The Board is organised and operates in a manner which guarantees an effective and efficient performance of its functions.

Based on the powers conferred by the By-Laws, the Board: a) examines and approves the corporate governance system of the Issuer and the structure of the Group;

• b) evaluates, with the support of the Control and Risks Committee, the adequacy of the organisational, administration and general accounting system of the Issuer, with particular reference to the internal control system;

• c) attributes and revokes powers to Directors, defining the limits and procedures of exercise;

• d) determines the remuneration of the Executive Directors and of the other Senior Directors;

• e) evaluates the general performance of operations, taking into account, in particular, the information received from executive bodies;

• f) examines and approves the Issuers operations prior to being carried out, when these operations have a significant strategic, economic, or financial importance for the Issuer, paying particular attention to the situations in which one or more Directors have an interest on their own behalf or on behalf of third parties and, in general, in the transactions with related parties;

• g) ensures that the Sustainability Statement is prepared in accordance with the relevant standards.

4.2. APPOINTMENT AND REPLACEMENT (as per Article 123-bis, paragraph 1, letter l), first section, CFA)

The Directors are appointed by the Shareholders' Meeting on the direct proposal of the Shareholders based on the provisions of the By-Laws and legislation in force. The appointment of the Directors is made through the voting of slates of candidates, which are listed by progressive numbering. The slates indicate the candidates who are independent in accordance with the law, contain the legally required number of Independent Directors and are presented together with the curriculum vitae of the candidates which illustrate their professional and personal characteristics and their acceptance of the candidature. Each slate cannot contain more than fifteen candidates.

Slates presenting a number of candidates equal to or above three must include a number of candidates from the under-represented gender which ensures compliance with the applicable legal and regulatory gender quota.

The slates of candidates must be filed at the registered offices of the company and made available in accordance with the provisions required by law.

A 2% holding in the share capital is necessary to present a slate - or any lower threshold established by Consob in accordance with regulations in force.

For the inclusion of the Directors to be elected, consideration is not taken of the slates which have not obtained at least half of the votes for the presentation of the slate. The first candidate on the Minority Slate which obtains the largest number of votes and which is not related in any manner, even indirectly, with the slate which has the highest number of votes, is elected Director; the other members of the Board of Directors are taken in a progressive order from the slate which obtained the highest number of votes. Where the result of voting does not satisfy the applicable gender equality laws and regulations, the first listed candidate belonging to the under-represented gender replaces the last selected member on the slate which has received the highest number of votes. Where the gender balance quota has not been met through this method, the Shareholders' Meeting votes by statutory majority. In the event of the presentation of only one slate or in the case where only one slate receives votes, all the candidates will be taken from the same slate, providing the gender equality minimum thresholds required by the applicable regulations and law have been met. For the appointment of Directors other than the renewal of the entire Board of Directors, the Shar eholders' Meeting deliberates with statutory majority and without taking into consideration the procedures outlined above, while ensuring gender balance.

Should one or more vacancies occur on the Board, they shall be filled in accordance with Article 2386 of the Civil Code, while ensuring gender balance.

4.3. COMPOSITION (as per Article 123-bis, paragraph 2, letter h), CFA)

Pursuant to Article 14 of the Company By-Laws, the Issuer may be governed by a Board composed of between 3 and 15 members, appointed by the ordinary Shareholders' Meeting, which determines the number of board members. The Directors are elected for a period not greater than three years and until the date of the Shareholders' Meeting for the approval of the Annual Accounts for the last year of their appointment.

The Shareholders' Meeting of April 19, 2024 established the number of members of the Board of Directors as 11.

For the appointment of the Board of Directors, two slates were presented to the company:

Slate no. 1, submitted by the shareholder Parted 1982 S.r.l., which holds a 35.564% stake, with 11 candidates, nominating Messrs.:

Caltagirone Alessandro, Caltagirone Azzurra, Caltagirone Francesco, Caltagirone Tatiana, Barbaro Federica (Independent), Confortini Massimo (Independent), Gianni Francesco (Independent), Malato Annamaria (Independent), Ninfadoro Valeria (Independent), Caprara Fabrizio and Delfini Mario.

-Slate no. 2, submitted by the shareholder Michele Bacciardi on his own behalf and that of shareholders Pierpaolo Mori, Moreno Giacomellli, Tito Populin and Claudio Varaldi, holders of 2.494% of the share capital, nominating the candidate Mr. Pierpaolo MORI (independent).

After the voting, Slate no. 1 received 84,955,300 votes representing 94.679% of the share capital present;

Slate no. 2 received 4,773,830 votes representing 5.320% of the share capital present.

The following persons were therefore elected: Caltagirone Alessandro, Caltagirone Azzurra, Caltagirone Francesco, Caltagirone Tatiana, Barbaro Federica (Independent), Confortini Massimo (Independent), Gianni Francesco (Independent), Malato Annamaria (Independent), Ninfadoro Valeria (Independent), Fabrizio Caprara and Pierpaolo Mori.

Including on the basis of an opinion supplied by an external professional, the Board of Directors declared non-compliance with the independence requirements in the case of Non-Executive Director Pierpaolo Mori, given the existence of relationships of a financial nature connected to his shareholding in the Company's capital such as to compromise his independence pursuant to Article 147, paragraph 4, of the CFA and Article 148, paragraph 3, letter c), of the CFA. Director Mori, who remains in office as Non-Executive Director since there are still more Independent Directors than the minimum number required by law, was therefore excluded from the Related Party Transactions Committee;

The Directors will remain in office until the Shareholders' Meeting that will be called to approve the financial statements for the year ended December 31, 2026.

For the personal and professional background of each Director, reference should be made to the curriculum vitae available on the Company website(www.caltagironeeditore.com), together with the above-mentioned slates, in the section Governance/2024 Shareholders' Meetings.

Diversity criteria and policies for the Board and organisation

The By-Laws of the Company stipulate that the composition of the Board of Directors should respect the applicable gender equality laws and regulations.

For the composition of the Board at December 31, 2024, reference should be made to Table 2.

Diversity criteria and policies for the Board and organisation

The Issuer's Board has not defined diversity criteria and policies in the composition of the Board, believing that this assessment is up to the shareholders nominating Directors.

Maximum number of offices held in other companies

The Board of the Issuer has not drawn up strict and general criteria regarding the maximum number of appointments in other companies that can be considered compatible with an effective conduct of the role of Director, considering that this evaluation is that of the Shareholders and subsequently of the individual Directors on accepting the office.

4.4. FUNCTIONING OF THE BOARD OF DIRECTORS (as per Article 123-bis, paragraph 2, letter d), CFA)

At its meeting on May 17, 2024, the Board of Directors of Caltagirone Editore S.p.A. (the "Company") approved this regulation (the "Regulation"), which governs the rules of operation of the Company's administrative body, including for the purpose of ensuring effective management of Board reporting.

For matters not expressly provided for in this Regulation, the provisions of the Company's By-Laws (the "By-Laws"), and applicable statutory and regulatory provisions in force from time to time shall apply.

In accordance with the By-Laws, the Board of Directors, upon the recommendation of the Chairperson, may appoint a secretary (the "Secretary"), who may or may not be a member of the Company, and who possesses appropriate professional qualifications and experience. If the Secretary is absent or unable to attend, again upon the Chairperson's proposal, the Board of Directors may appoint substitutes for individual meetings.

Documents relating to the discussion of the items on the Agenda are provided to Directors and Statutory Auditors as a rule by means of a communication sent to the e-mail address indicated by the interested parties in such a way as to preserve the confidentiality of the data and information provided.

Documentation that is not already publicly available is classified as "confidential," and its disclosure to third parties is prohibited.

As a rule, documentation is submitted no later than the third day before the day set for the meeting. In situations of urgency, documentation shall be made available as promptly as possible, and in any case at least four hours before the meeting.

In 2024, the Board of Directors held six meetings, at which the Directors and the Board of Statutory Auditors attended regularly.

The average duration of the Board meetings in 2024 was approximately 50 minutes.

For the current year at least 2 meetings are planned. In 2025, the Board of Directors met on March 12, 2025. It is noted that the By-Laws do not specify a minimum number of meetings for the Board of Directors. Any exemptions from anti-competition agreements are authorised by the Shareholders' Meeting as established by Article 2390 of the Civil Code.

The Executive Officer for Financial Reporting attends the Board of Directors' meetings as required, where the Meeting Agenda contains matters relevant to his/her scope of activity.

The meetings of the Board of Directors' are normally called with five days' notice, with the documentation concerning the meeting sent to the Directors in electronic form duly in advance.

4.5. ROLE OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS

The Chairperson of the Board of Directors ensures the effective functioning of the Board, coordinates its work and ensures that the information on the matters included on the Agenda are provided to all Directors and Statutory Auditors within the established deadlines.

Secretary to the Board of Directors

At the meeting of May 17, 2024, at the Chairperson's proposal, Mr. Marco Ravaioli, who possesses adequate professionalism, experience and a solid legal background, was appointed to support and assist in the conduct of Board of Directors' work and the taking of minutes of Board meetings.

4.6. EXECUTIVE DIRECTORS

Chairperson of the Board of Directors

At the meeting of April 30, 2024, the Board of Directors appointed as Chairperson Ms. Azzurra Caltagirone and as Vice-Chairpersons Mr. Alessandro Caltagirone and Mr. Francesco Caltagirone, granting the following powers:

• A) The company is represented, separately, by the Chairperson and the Vice-Chairpersons.

• B) The Chairperson of the Board and, in his/her absence or impediment the two Vice-Chairpersons, with single signature, were conferred the widest powers, valid until the Board meeting subsequent to the Shareholders' Meeting that approves the 2026 Annual Accounts, to be exercised in Italy and Abroad (with the right to delegate) to undertake all acts of ordinary and extraordinary administration of the Company, with the sole exception of those tacitly reserved by law or by the company By-Laws, to the Shareholders' Meeting and to the Board of Directors.

Reporting to the Board

As there are no operational delegated powers, the corporate activities are reported directly by the Chairperson and the Vice-Chairpersons on the occasion of each Board meeting.

Other Executive Directors

The Director Fabrizio Caprara is an additional Executive Director as he was delegated administrative powers - in particular relating to fiscal compliance. Director Caprara also serves as Chairperson of the subsidiary Finced S.r.l. and Sole Director of PIM S.r.l.

In the Board of Directors' meetings, the Directors are constantly updated on the business activities, also in relation to regulatory provisions, so that they may correctly undertake their role.

4.7. INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR

Independent Directors

At December 31, 2024, the Company's Board of Directors contained five independent members:

• − Mr. Francesco Gianni;

• − Ms. Federica Barbaro;

• − Mr. Massimo Confortini;

• − Ms. Annamaria Malato;

• − Ms. Valeria Ninfadoro;

persons that do not have, or recently had, even indirectly, with the Company or with parties related to the Company, relationships such as to affect their independent judgement.

The existence and the maintenance of the independence requisites are verified in the first meeting following appointment and annually by the Board of Directors and the Board of Statutory Auditors on the basis on the declarations made by the Directors.

The Independent Directors did not meet during the year.

Lead Independent Director

The Board did not consider it necessary to appoint a Lead Independent Director as all the operational decisions, even if contained in the powers of the Chairperson, the Vice-Chairperson and the Chief Executive Officer, are taken together with the contribution of the Independent Directors.

5.0 MANAGEMENT OF CORPORATE INFORMATION

The Board of Directors, in compliance with Article 114 of the CFA, adopted a new code of conduct to govern the disclosure obligations in relation to internal dealing, in accordance with the provisions of Articles 152-sexies and thereafter of Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments.

This Code, as per the market abuse regulations, governs the disclosure obligations and conduct that the "relevant persons" must respect in relation to Consob and the Company; they must therefore communicate to the market, in accordance with the terms and conditions established by the above-mentioned Consob Regulation No. 11971/999, the operations on listed financial instruments or other related financial instruments, issued by the Company.

The Internal Dealing Policy is published on the company websitewww.caltagironeeditore.com, in the corporate governance/internal dealing section.

The Board in addition adopted the internal management and communication of Inside Information and Insider Register policy.

The Inside Information Policy was published on the company websitewww.caltagironeeditore.,in the corporate governance/corporate documents section.

6. INTERNAL COMMITTEES TO THE BOARD (as per Article 123-bis, paragraph 2, letter d)

CFA)

The Board has set up internally the Related Party Transactions Committee and the Control and Risks Committee.

The Related Party Transactions Committee, as required by the applicable regulation, exclusively comprises Independent Directors in accordance with the Consolidated Finance Act. At December 31, 2024, the members of the Committee as appointed by the Board at its meeting on April 30, 2024 are the Directors: Mr. Francesco Gianni (Chairperson), Mr. Massimo Confortini, Ms. Federica Barbaro, Ms. Annamaria Malato and Ms. Valeria Ninfadoro.

Committee members will serve for the full term of the Board.

The members of the Control and Risks Committee, appointed by the Board at its meeting on April 30, 2024, are the Directors: Mr. Massimo Confortini (Chairperson), Mr. Fabrizio Caprara, Ms. Tatiana Caltagirone, Ms. Federica Barbaro and Ms Valeria Ninfadoro.

The Company's Control and Risks Committee is composed of an Executive Director and four Non-Executive Directors, of which three independent.

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