Caltagirone Editore : Corporate Governance 2025 report

as per Article 123-bis CFA

Issuer: Caltagirone Editore S.p.A.

Website:https://www.caltagironeeditore.com

Year: 2025

Date of approval of Report: March 9, 2026

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

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

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

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

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

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

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

   7. Shareholder agreements (as per Article 123-bis, paragraph 1, letter g), CFA) 6

   8. 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) 6

   9. 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

   1. ROLE OF THE BOARD OF DIRECTORS 6

   2. APPOINTMENT AND REPLACEMENT (ex Article 123-bis, paragraph 1, letter l), first section, CFA) 7

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

   4. FUNCTIONING OF THE BOARD OF DIRECTORS (as per Article 123-bis, paragraph 2, letter d), CFA) 8

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

   6. EXECUTIVE DIRECTORS 9

   7. INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR 10

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

1. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE

   . 12

   1. CHIEF EXECUTIVE OFFICER 12

   2. CONTROL AND RISKS COMMITTEE 12

   3. INTERNAL AUDIT MANAGER 12

   4. ORGANISATIONAL MODEL pursuant to Legislative Decree No. 231/2001 13

   5. AUDITOR 13

   6. EXECUTIVE OFFICER FOR FINANCIAL REPORTING 13

   7. COORDINATION OF THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 14

2. DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS 14

3. BOARD OF STATUTORY AUDITORS 14

   1. APPOINTMENT AND REPLACEMENT 14

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

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

   3. ROLE 17

4. RELATIONS WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS 17

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

   . 17

6. FURTHER CORPORATE GOVERNANCE PRACTICES (as per Article 123-bis, paragraph 2, letter a), second section, CFA) 18

7. CHANGES SUBSEQUENT TO THE YEAR-END 18

8. CONSIDERATIONS ON THE LETTER OF THE CHAIRPERSON OF THE CORPORATE GOVERNANCE COMMITTEE 18

Tables 19

Table 1: Disclosure on the ownership structure at 31/12/2025 19

Table 2: Structure of the Board of Directors at year-end 20

Table 3: Structure of the internal Board committees at year-end 21

Table 4: Structure of the Board of Statutory Auditors at year-end 22

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.

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.

   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 described below is therefore centred on: (i) the role of the Board of the Issuer; (ii) the transparency of the operational decisions; (iii) the efficiency and effectiveness of the internal control which is carried out through the existing control structures within the individual operating units and the individual subsidiaries and the supervision of the Control and Risks Committee appointed by the Board.

   Caltagirone Editore S.p.A. also publishes within its Annual Financial Report the Sustainability Statement, based on the provisions of Legislative Decree No. 125/2024 (decree transposing Directive 2022/2464, the CSRD - Corporate Sustainability Reporting Directory).

   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 2023-2025 is presented below.

   	2023	2024	2025
   CAPITALISATION	126,667,829	150,717,391.30	214,141,865

   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 31/12/2025
   1. ‌Shareholders (as per Article 123-bis, paragraph 1, letter a), CFA)

      Subscribed and paid-in share capital of Caltagirone Editore at December 31, 2025: 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.

   2. ‌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.

   3. ‌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.

   4. ‌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.

   5. ‌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.

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

      There are no restrictions on voting rights.

   7. ‌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.

   8. ‌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.

   9. ‌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, 2025, the Company held a total of 18,209,738 treasury shares in portfolio (equal to 14.568%).

   ‌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
   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 is responsible for the functions and responsibilities of strategic and organisational guidelines, as well as verifying the existence of the necessary controls to monitor the performance of the Issuer. 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:

      1. examines and approves the corporate governance system of the Issuer and the structure of the Group;

      2. 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;

      3. attributes and revokes powers to Directors, defining the limits and procedures of exercise;

      4. determines the remuneration of the Executive Directors and of the other Senior Directors;

      5. evaluates the general performance of operations, taking into account, in particular, the information received from executive bodies;

      6. 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;

      7. ensures that the Sustainability Statement is prepared in accordance with the relevant standards.

   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 Shareholders' Meeting deliberates by 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.

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

      Pursuant to Article 14 of the By-Laws, the Issuer may be governed by a Board composed of between 3 and 15 members, appointed by the ordinary Shareholders' Meeting. 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), Caprara Fabrizio and Mori Pierpaolo

      On May 17, 2024, the Board of Directors, also on the basis of an opinion supplied by an external professional, 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 (https://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, 2025, 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. ‌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 the 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 the Regulation, the provisions of the Company's By-Laws (the "By-Laws"), and the 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 2025, the Board of Directors held seven meetings, at which the Directors and the Board of Statutory Auditors attended regularly.

      The average duration of the Board meetings in 2025 was approximately 30 minutes.

      For the current year at least 2 meetings are planned. In 2026, the Board of Directors met on March 9, 2026. 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.

   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.

   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:

      1. The company is represented, separately, by the Chairperson and the Vice-Chairpersons.

      2. 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.

   7. ‌INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR

At December 31, 2025, 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 met twice during the year.

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.

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 website https://www.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 website https://www.caltagironeeditore.com, in the corporate governance/corporate documents section.

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

   The Board has set up internally the Independent Directors Committee for the evaluation of related party transactions and the Control and Risks Committee.

   The Independent Directors Committee for the evaluation of related party transactions, 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, 2025 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.

   The Board, on the appointment of the members of the Committee, considered the Directors Caprara and Confortini to have the appropriate accounting, financial and risk management expertise to carry out the role.

   In 2025, the Committee met three times.

   The Board of Statutory Auditors also attended the meetings of the Control and Risks Committee.

2. ‌SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - APPOINTMENTS COMMITTEE
   1. ‌SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS

      The Board of Directors does not assess its activities through formalised procedures. It is composed of individuals capable of efficiently executing their functions.

      With regards to the succession of Directors, reference should be made to the Board of Directors section (Section 4.2).

   2. ‌APPOINTMENTS COMMITTEE

The Directors are appointed through slate voting pursuant to Article 14 of the By-Laws and in compliance with the provisions of Article 147-ter of the Consolidated Finance Act. In view of this, and in consideration of the fact that the "voting by slates guarantees the Shareholders the representation of the minority shareholders on the Board and that Shareholders' Meetings have never encountered difficulties in the appointment of Directors, and considering that their creation is optional according to the Self-Governance Code of listed companies, the Board did not consider it necessary to create an Appointments Committee.

The Board of Directors has not deemed it necessary to set up a Remuneration Committee or a differing committee with competence for this area.

The remuneration policy is annual and based on the principles of consistency with the size and operations of the company.

Reference should be made to the remuneration policy and report published as per Article 123-ter of the CFA.

1. ‌INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE

   The Internal Control and Risk Management System is the set of rules, procedures and organisational structures aimed at facilitating, through an adequate process of identification, measurement, management and monitoring of the main risks, a sound and correct management consistent with the established goals. The Board of Directors has defined and described the main features of the risk management and internal control system in relation to financial disclosure (including consolidated disclosure). Reference should be made to Attachment 2 in this regard.

   1. ‌CHIEF EXECUTIVE OFFICER

      The Board of Directors, given the Holding structure of the Company and given the internal control structure principally undertaken by the individual operating units or the subsidiary companies, did not consider it necessary to appoint an Executive Director to overview the functioning of the Internal Control and Risk Management System.

   2. ‌CONTROL AND RISKS COMMITTEE

      For the composition of the Control and Risks Committee, reference should be made to point 6 of the report.

      Duties of the Internal Control and Risks Committee

      The Control and Risks Committee carries out the following advisory activities to the Board of Directors:

      1. assisting the Board of Directors in defining the guidelines of the internal control system;

      2. expressing opinions on specific aspects of the identification of the main corporate risks as well as the design, implementation and management of the internal control system;

      3. providing, where required by the relative procedures, an opinion to the Board of Directors in relation to pre-established operations.

         The Chairperson of the Board of Statutory Auditors or another Statutory Auditor attends the meetings of the Committee on behalf of the Board of Statutory Auditors.

         The minutes of the Committee meetings are maintained in a specific register in the administrative office of the Company.

         The Control and Risks Committee has access, including through the Internal Control Manager, to all information and departments necessary for the undertaking of their duties. The Board did not define the terms and limits in which the Committee may utilise external consultants, considering that the Committee may from time to time freely request, based on the matters on hand, the necessary information and advice from external consultants.

         As part of Sustainability Governance, the Control and Risks Committee is involved in ratifying the double materiality assessment process carried out annually in line with ESRS principles (within the CSRD framework), which forms part of the preparation of the Caltagirone Editore Group's Sustainability Statement. Specifically, the Committee oversees the methodology of the double materiality assessment: it reviews the methodology used, the stakeholder engagement plan, the assessment scale, the materiality thresholds and aggregation criteria (by impact and by financial materiality), and assesses the linkage of the risks/opportunities revealed in the double materiality assessment with the Group's overall risks.

   3. ‌INTERNAL AUDIT MANAGER

      On March 11, 2025, the Board of Directors of the Company appointed the Internal Control Manager Mr. Luigi Vasta.

      The Internal Control Manager is an executive of the Issuer.

      The Internal Control Manager has direct access to all information necessary for the undertaking of his duties and reports to the Internal Control and Risk Management Committee.

      The Board of Directors, given the Holding structure of the Company and given the control structure principally undertaken by the individual operating units and subsidiary companies, did not consider it necessary to create an internal auditing function.

   4. ‌ORGANISATIONAL MODEL pursuant to Legislative Decree No. 231/2001

      The Issuer, given its nature as a simple holding company and its organisational structure, considers that the risks deriving from actions of parties which undertake representation, administration and direction functions are extremely reduced and therefore at this point has not adopted the Organisation Model pursuant to Legislative Decree No. 231/2001.

   5. ‌AUDITOR

      The Shareholders' Meeting of April 21, 2020, on the reasoned recommendation of the Board of Statutory

      Auditors, appointed KPMG S.p.A. as independent auditors for the nine-year period 2021-2029.

   6. ‌EXECUTIVE OFFICER FOR FINANCIAL REPORTING

      The Board of Directors' meeting of March 11, 2025, confirmed for one year the Executive Officer for Financial Reporting as Mr. Luigi Vasta, in possession of all the professional requisites required by law and by the company By-Laws.

      Article 154-bis of the CFA assigns precise duties to the Executive Officer for Financial Reporting within the corporate accounting control system. Moreover, in line with the changes introduced by Legislative Decree No. 125 of September 6, 2024, which transposes Directive No. 2022/2464 ("CSRD"), the Executive Officer's reporting obligations expand to also include the Sustainability Statement, which is contained in the Directors' Report and must comply with the reporting standards applied pursuant to Directive 2013/34, with the aforementioned Decree 125/2024, and with the specifications adopted pursuant to Article 8 of Regulation (EU) 2020/852 (the European Taxonomy).

      The Executive Officer for Financial Reporting, for a diligent undertaking of the role:

      − has a position of an adequate level which guarantees the autonomy and independence necessary to undertake the role;

      − has free access to all information, both within the company and within the companies of the Group;

      − participates at any meetings of the Board of Directors concerning matters relating to the activities and responsibilities of the Executive;

      − may undertake dialogue with all members of the Board of Directors;

      − may approve the organisational procedures when these have an impact on the statutory and consolidated financial statements and on documents which must be certified;

      − may participate at the definition and organisation of the IT system which have an impact on the economic, equity and financial situation;

      − may undertake controls on any procedure or process which have an impact on the economic, equity and financial situation;

      − may propose structural changes to the components of the internal control system considered inadequate;

      − may report to the Board of Directors any procedures and processes considered adequate and suggest any countermeasures to adopt and incur any necessary expenses in the undertaking of the role;

      − may implement an adequate structure in the area of activity assigned, utilising the resources available and, where necessary, requesting the implementation of these resources;

      − may utilise, in the undertaking of its duties, IT and management control systems;

      − is responsible for co-ordinating the process of collecting, validating and communicating information in the environmental, social and governance fields, ensuring compliance with Italian and European regulations.

   7. ‌COORDINATION OF THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

      The coordination of the various parties involved in the Internal Control and Risk Management System of Caltagirone Editore S.p.A. (the Board of Directors, the Board of Statutory Auditors, the Control and Risks Committee, the Internal Control Manager and the Executive Officer for Financial Reporting) was ensured by the adoption of processes which minimise the risk of potential duplication of requests from the same bodies, establishing therefore a rational and efficient control system.

2. ‌DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS

   The Board of Directors approved - with approval also of the Related Party Transactions Committee - the procedure relating to transactions with Related Parties in accordance with the Consob Regulation adopted with resolution No. 17221 of March 12, 2010.

   The procedure, as required by the Consob Regulation, attributes a greater or lesser responsibility to the role of the Independent Directors based on their relevant decision-making powers and the significance of the transaction and providing adequate levels of disclosure and documentation in order to ensure the transparency and the material and procedural correctness of related party transactions. The procedure is published on the website of the company https://www.caltagironeeditore.com in the Governance/Corporate Governance section.

3. ‌BOARD OF STATUTORY AUDITORS
   1. ‌APPOINTMENT AND REPLACEMENT

      Article 22 of the By-Laws provides that the Board of Statutory Auditors consists of a Chairperson, two Statutory Auditors and two Alternate Auditors. The Board of Statutory Auditors exercises all the functions required by law and by the company By-Laws. The duration of the appointment is in accordance with law; the Statutory Auditors may be re-elected.

      Article 22 of the By-Laws establishes that the composition of the Board of Statutory Auditors must comply with the applicable gender equality laws and regulations.

      The Statutory Auditors must qualify as independent and meet the requirements of professionalism and good standing prescribed by law. Persons who already cover the role of Statutory Auditor in more than five other listed companies, excluding the direct or indirect subsidiaries of the company or controlled by the same parent company that controls the Company, may not be elected nor can persons who do not have the requisites of good standing and professionalism as required by the relevant regulations, as well as incompatibility by law.

      The Board of Statutory Auditors are elected by the Shareholders' Meeting on the basis of slates presented by shareholders that hold at least 2% of the share capital, or if lower any other threshold established by Consob in accordance with current regulations.

      The slates must be filed at the registered office and made available to the public in accordance with the applicable regulation. The persons presenting the slates must file, together with the slate, the declaration certifying the number of shares necessary for the presentation of the slate.

      Each shareholder, as well as shareholders belonging to the same group (meaning holding companies, including individuals, as per Article 2359 of the Civil Code and its subsidiaries), who adhere to a shareholder agreement in accordance with Article 122 of Legislative Decree No. 58 of February 24, 1998, cannot present, directly, by nominees, or through trust companies, more than one slate. Violation of this regulation will result in the application of paragraph 12 of the same article 22 for all of the slates presented independent of the order of the slates presented.

      In the event where at the end of the period for the presentation of the slates only one slate has been presented, or only slates presented by shareholders belonging to the same group or belonging to a shareholder agreement, slates may be presented up to the third day after this date, provided

      that the notices are made in accordance with current regulations. In this case, the percentage threshold established for the presentation of the slate is reduced by half.

      The slates must be provided with the information relating to the shareholders presenting the slates, with an indication of the total percentage shareholding held, of the Curriculum Vitae of each person on the slate as

      well as a declaration by the candidate, under their own responsibility, that they possess the requisites required by law and the acceptance of their candidature.

      The written acceptance of the candidature and the declaration of the inexistence of ineligibility must be filed together with the slate.

      The slates for the election of the members of the Board of Statutory Auditors must include the names of one or more candidates, not above the number of Statutory Auditors to be elected, indicated by progressive order; the slates can be divided into two sections, each with a maximum of three candidates (progressive numbering) for the office of Statutory Auditor and Alternate Auditor. Each slate for the appointment of Statutory Auditors and Alternate Auditors must contain a number of candidates belonging to the under-represented gender which ensures, within the slate itself, compliance with the gender balance quota established by applicable laws and regulations.

      No shareholder may present or vote, even through a nominee, on more than one slate and each candidate shall be presented on only one slate, at the risk of ineligibility.

      The first two candidates of the slate which obtains the largest number of votes are elected as Statutory Auditors ("the Majority Slate") and the first candidate of the slate presented and voted by the shareholders which are not related, even indirectly, to the majority shareholders, which is second in terms of number of votes (the "Minority Slate"), is elected Chairperson of the Board of Statutory Auditors.

      Also elected are:

      • one Alternate Auditor among the candidates indicated in the section "Alternate Auditors" of the

        Majority Slate in progressive order;

      • one Alternate Auditor among the candidates indicated in the section "Alternate Auditors" of the

      Minority Slate in progressive order.

      Where the result of voting does not satisfy the applicable gender balance 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.

      Should two slates receive the same number of votes, a second vote of the entire Shareholders' Meeting will

      decide between them.

      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 balance quota under the applicable laws and regulations has been met.

      Where it is not possible to proceed with the appointment of one or more Statutory Auditor through the voting of slates, the Shareholders' Meeting will resolve through statutory majority, ensuring the minimum gender quota established under the applicable law and regulations has been met. In the case of the substitution of a Statutory Auditor, an Alternate Auditor is taken from the same slate as the Auditor leaving office, ensuring the minimum gender quota established under the applicable law and regulations is met.

      As regards the rules for appointing any Statutory or Alternate Auditors needed to make up vacancies on the Board of Statutory Auditors pursuant to Article 2401 of the Civil Code, these shall be decided by resolutions of the Shareholders' Meeting, adopted by statutory majority, ensuring the minimum gender quota established under the applicable law and regulations has been met.

   2. ‌COMPOSITION AND OPERATION OF THE BOARD OF STATUTORY AUDITORS (as per Article 123-bis, paragraph 2, letter d) and d-bis) CFA)

      The Board of Statutory Auditors currently in office was appointed by the Shareholders' Meeting of April 19, 2024 and remains in office until the approval of the financial statements at December 31, 2026 and later supplemented, following the removal from office, at the meeting of June 21, 2024, of the Chairperson of the Board of Statutory Auditors, who did not meet the independence requirements.

      Two slates were presented at the Shareholders' Meeting on April 19, 2024,

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

      - Antonio Staffa, Dorina Casadei, Edoardo Rosati (candidates for the position of Statutory Auditor); Fabiana Flamini, Gerardo Pennasilico for the position of Alternate Auditor.

      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 for the position of Statutory Auditor Mr. Moreno Giacomelli.

      Slate no. 1 received 84,955,300 votes, representing 94.679% of the share capital in attendance at the Meeting.

      Slate no. 2 obtained 3,874,830 votes, representing 4.318% of the share capital in attendance.

      The following persons were elected: Moreno Giacomelli as Chairperson, Antonio Staffa and Dorina Casadei as Statutory Auditors, Fabiana Flamini e Gerardo Pennasilico as Alternate Auditors.

      Including on the basis of an opinion supplied by an external professional, on May 17, 2024, the Board of Directors declared non-compliance with the independence requirements in the case of the Chairperson of the Board of Statutory Auditors Moreno Giacomelli and declared Mr. Giacomelli's departure from the position of Chairperson of the Board of Statutory Auditors pursuant to Article 148, paragraph 4-quater, CFA, 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 148, paragraph 3, letter c), of the CFA. This declaration was adopted in accordance with the preliminary investigation and conclusions in this regard reached by a majority vote of the Board of Statutory Auditors;

      At the Shareholders' Meeting on June 21, 2024, called specifically to supplement the Board of Statutory Auditors and appoint the Chairperson of the Board of Statutory Auditors, the following motions were presented:

      .- Motion no. 1, submitted by the shareholder Parted 1982 S.r.l., which holds a 35.564% stake, containing

      • as point 1.1.: Appointment of a Statutory Auditor; Giuseppe Melis,

      • as point 1.3.: Appointment of the Chairperson of the Board of Statutory Auditors: Giuseppe Melis.

      • Motion no. 2 submitted by the shareholder Moreno GIACOMELLI, holder of 0.725% of the share capital, on his own behalf and on behalf of the shareholder Pierpaolo MORI, containing

        • as point 1.1.: Appointment of a Statutory Auditor; Andrea Gnesi,

        • as point 1.3.: Appointment of the Chairperson of the Board of Statutory Auditors: Andrea Gnesi.

      After the voting, Motion no. 1 received 51,454,550 votes representing 69.138% of the share capital in attendance, while Motion no. 2 received 1,768,000 votes representing 2.376% of the share capital in attendance.

      Mr. Giuseppe Melis was therefore appointed Statutory Auditor and Chairperson of the Board of Statutory Auditors

      For the personal and professional background of each Statutory Auditor, reference should be made to the curriculum vitae available on the Company's website https://www.caltagironeeditore.com, in the Governance / 2024 Shareholders' Meeting section.

      During the 2025 calendar year, the Board of Statutory Auditors met eight times and the average duration of the meetings was approximately 75 minutes. For the current year at least four meetings are planned. In 2026, two meetings were held.

      The Board of Statutory Auditors evaluated the independence of its members.

      For the composition of the Board at December 31, 2025, reference should be made to Table 3 as no changes have been made since that date.

      Diversity criteria and policies

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

      Independence

      There are no specific obligations of the Statutory Auditors where they have interests on their own behalf or of third parties. Before the approval of each resolution, the Board requests that the members of the Board of Statutory Auditors declare whether they hold any interests in the operations being resolved upon.

      In 2025, the Board of Statutory Auditors evaluated the independence of the audit firm and verified compliance with regulations and of the nature and size of any services provided to the Company.

      In carrying out its activities, the Board of Statutory Auditors coordinated, through informal contacts, with the administration department, the Executive Officer for Financial Reporting and the Control and Risks Committee.

      Remuneration

      The fee of the Statutory Auditors is based on an annual sum approved by the Shareholders' Meeting.

      The information in this section is contained in the remuneration policy and report of the Directors published in accordance with Article 123-ter of the CFA, to which reference should be made.

      Management of interests

      The Statutory Auditors who have even a potential or indirect interest in certain transactions should inform in a timely and exhaustive manner the Board of Directors and the Board of Statutory Auditors on the existence of the interest and its surrounding circumstances.

   3. ‌ROLE

   The Board of Statutory Auditors, in order to carry out its role, met constantly during the year, examining both ordinary and extraordinary matters, with particular reference to complaints filed by minority shareholders pursuant to Article 2408 of the Civil Code.

4. ‌RELATIONS WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS

   The Company has created a section on its website https://www.caltagironeeditore.com to provide significant information to the shareholders, in order to ensure that these latter, and all other stakeholders, can exercise their rights in an informed manner.

   An Investor Relations Department was also set up and a communication department is also in place.

   The Company assigned the External Relations Office in the person of Mr. Filippo Noto the role of Investor Relations Manager.

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

   Article 9 of the By-Laws, as per Article 2369 of the Civil Code, paragraph 2 establishes that: "Subsequent meetings may be called where the quorums established by applicable regulations for each of the previous meetings have not been met".

   The By-Laws establish that attendance at the Shareholders' Meeting and the right to vote is governed by

   the relevant regulation.

   Each shareholder with voting rights and who has the right to attend the Shareholders' Meeting can be

   represented by written proxy in accordance with current regulations.

   No specific constituting and motion adopting quorums are in place and for which regulatory provisions are observed.

   The Company, for the present moment, does not consider it necessary to implement regulations for the

   Shareholders' Meetings, given the good and correct functioning of these meetings in the past.

   The Chairperson of the Shareholders' Meeting verifies the right to attend of each shareholder (and also proxies) and ascertains whether the meeting is validly constituted by the presence of the necessary quorum. The Chairperson directs and regulates the discussions at Shareholders' Meetings.

   In 2025, the Shareholders' Meeting met on April 16, with the attendance of eight Directors and the entire

   Board of Statutory Auditors;

   Shareholder attendance at that Meeting was exclusively through the Company's Designated Agent in accordance with legal regulations and as provided for in the By-Laws. Some Directors, Statutory Auditors and other eligible persons also attended the Shareholders' Meeting by means of audio-video conferencing, in accordance with the requirements of the law and the current By-Laws.

6. ‌FURTHER CORPORATE GOVERNANCE PRACTICES (as per Article 123-bis, paragraph 2, letter a), second section, CFA)

   The Company has not applied further corporate governance practices than those indicated in the previous points.

7. ‌CHANGES SUBSEQUENT TO THE YEAR-END

   No changes have been made to the corporate governance structure since year-end.

8. ‌CONSIDERATIONS ON THE LETTER OF THE CHAIRPERSON OF THE CORPORATE GOVERNANCE COMMITTEE

With the above-stated letter of December 18, 2025, addressed to the Issuer, the Chairperson of the Corporate Governance Committee sought to incentivise application of the Self-Governance Code and promote corporate governance development among all listed companies according to the principles of the Code, regardless of their formal adoption of the Code.

As stated at paragraph 3) above, the Issuer does not intend adopting the Self-Governance Code; however, having always shared its general principles in terms of its applied governance, the company is highly mindful of the letter's content.

Rome, March 9, 2026

NOTES

The following symbols must be indic a te d in the "Offic e " c olumn:

• This symbol indic a te s the Dire c tor in c ha rge of the Inte rna l Control a nd Risk Ma na ge me nt S ys te m.

• This symbol indic a te s the Le a d Inde pe nde nt Dire c tor (LID).

* The firs t a ppointme nt of e a c h Dire c tor re fe rs to the da te on whic h the Dire c tor wa s a ppointe d for the firs t time to the Boa rd of the Is sue r.

(**) This c olumn indic a te s whe the r the s la te from whic h e a c h Dire c tor is se le c te d wa s pre se nte d by sha re holde rs (indic a ting "S ha re holde rs") or by the Bo D (indic a ting "Bo D"). (***) This c olumn indic a te s whe the r the s la te from whic h e a c h Dire c tor is se le c te d is a "ma jority" s la te " (indic a ting "M"), or a "minority" s la te (indic a ting "m").

(****) This c olumn indic a te s the numbe r of offic e s a Dire c tor or S ta tutory Auditor holds in othe r lis te d c ompa nie s or la rge e nte rprise s . The Corpora te

Gove rna nc e Re port indic a te s a ll offic e s he ld .

(*****) This c olumn indic a te s the pe rc e nta ge of a tte nda nc e of the Dire c tor in re la tion to the numbe r of Bo D me e ting (indic a te s the numbe r of me e tings a tte nde d c ompa re d to the a mount the y c ould ha ve a tte nde d; e .g. 6 /8 ; 8 /8 e tc .).

NOTES

(*) This c olumn indic a te s the a tte nda nc e of the Dire c tor in re la tion to the Committe e me e tings (indic a te s the numbe r of me e tings a tte nde d c ompa re d to the a mount the y c ould ha ve a tte nde d; e .g. 6 /8 ; 8 /8 e tc .).

(**) This c olumn indic a te s the position of the Dire c tor on the Committe e : "C": Cha irpe rson; "M": me mbe r.

NOTES

(*) The firs t a ppointme nt of e a c h S ta tutory Auditor re fe rs to the da te on whic h the S ta tutory Auditor wa s a ppointe d for the firs t time to the Boa rd of S ta tutory Auditors of the

Is sue r.

(**) This c olumn indic a te s whe the r the s la te from whic h e a c h S ta tutory Auditor is se le c te d is a "ma jority" s la te " (indic a ting "M"), or a "minority" s la te (indic a ting "m"),

(***) This c olumn indic a te s the pe rc e nta ge of a tte nda nc e of the S ta tutory Auditors in re la tion to the numbe r of me e tings of the Boa rd of S ta tutory Auditors (indic a te s the numbe r of me e tings a tte nde d c ompa re d to the a mount the y c ould ha ve a tte nde d; e .g. 6 /8 ; 8 /8 e tc .).

(****) This c olumn indic a te s the numbe r of offic e s of Dire c tor or S ta tutory Auditor in a c c orda nc e with Artic le 148 - bis of the CFA a nd the re la tive e na c ting provisions in the

Consob Is sue rs ' Re gula tion. The c omple te lis t of offic e s he ld is publishe d by Consob on its we bsite pursua nt to Artic le 144 - quinquie sde c ie s of the Consob Is sue rs '

Re gula tion.

An effective internal control system contributes to the safeguarding of the company assets, the efficiency in the business operations, the reliability of the financial information and compliance with law and regulations.

In order to ensure the reliability of financial reporting and the correct representation of events, the Board of Directors drew up guidelines which must be fully incorporated into the internal control system. These guidelines are as follows:

1. the financial reporting must comply with generally accepted accounting principles which are relevant to the specific circumstances in which the company operates;

2. financial disclosure must include all events which may impact the use, the understanding and the interpretation of such information;

3. the accounts must reflect the operations and the underlying events;

4. the financial reporting must be supported by the following underlying assertions concerning specific events:

   1. existence: the assets, liabilities and capital exist and the operations reported in the accounts concern events which have been verified;
   2. completeness: all of the operations and other events and circumstances which are verified in the course of a certain period, or should have been recorded in this period, are properly recorded;
   3. rights and obligations: the assets represent rights and the liabilities represent obligations of an entity at a certain date;
   4. measurement and recognition: the assets, liabilities, revenues and expenses are recorded for their exact amount in compliance with correct accounting principles. The transactions are mathematically correct and recorded in the accounting records of the company;
   5. presentation and disclosure: the financial statement accounts are correctly described and classified.

In order to identify the principal risks and to identify the areas and accounts which greatest affect the reliability of the financial reporting, both qualitative and quantitative factors must be considered, including the risk of fraud, through examining the following aspects:

1. impact on the financial statements: each account is valued with reference to the percentage of a specific category, such as for example, the total of assets;
2. characteristics of the individual accounts: the internal factors such as the volumes of underlying transactions to a specific financial statement account, the necessity for estimates and the complexity of the accounting principles adopted are examined;
3. characteristics of the operating processes: the operating processes which generate transactions that constitute the individual financial statement items are identified;
4. risk of fraud: the error risk relating to fraudulent actions is evaluated;
5. group level factors: the factors which affect the group as a whole such as the type of activities carried out by the various companies, the size and quality of the workforce, the changes relating to possible changes in the organisational structure and in the IT systems are considered.

The Internal Control System involve, with various roles and within their respective duties, the following parties:

1. the Board of Directors, which carries out a directive role and evaluates the adequacy of the Internal Control and Risk Management System;

2. the Control and Risks Committee, working with an Internal Control Manager, with a duty to support, with appropriate investigative activities, the evaluations and decisions of the Board of Directors concerning the Internal Control and Risk Management System, in addition to those concerning the approval of the relative periodic financial reports;

3. the Board of Statutory Auditors, which oversees the efficacy of the Internal Control and Risk Management System;

4. the other roles and corporate duties with specific regard to Internal Control and Risk Management, established in relation to the size, complexity and risk profile of the company (Executive Officer for Financial Reporting, Directors and Statutory Auditors of the Company's subsidiaries).

The Company's operational activities are performed in strict compliance with established procedures that include:

• a "first level control", comprising a series of controls on production processes carried out by the individual Group companies. These control activities are undertaken primarily by the operating management and are an integral part of each corporate process;

• a "second level control" carried out by the Internal Control Committee through the Internal Control Manager, principally with the purpose of identifying all business risks through periodic verification of processes, both in terms of control adequacy and in terms of efficiency.

We note that with the transposition into Italian law of Directive (EU) 2022/2464, the "Corporate Sustainability Reporting Directive" (CSRD), Caltagirone Editore is obliged to include within the Consolidated Financial Statements the Sustainability Statement (hereinafter the "Statement" or "SS") prepared in accordance with the new sustainability reporting standards ("European Sustainability Reporting Standards" or "ESRS") arising from Directive (EU) 2022/2464 (hereinafter also "Corporate Sustainability Reporting Directive" or "CSRD").

To ensure compliance with the new regulation on sustainability, the parent company Caltagirone Editore

S.p.A. has therefore adopted internal control systems for sustainability reporting, inspired by the approach used for financial reporting. These systems are based on control frameworks that assess risks related to the accuracy and completeness of ESG data. The process of collecting sustainability information is governed by an internal procedure that manages the flow of information for the preparation of Caltagirone Editore S.p.A.'s consolidated Sustainability Statement, whose information is an integral part of Caltagirone Editore S.p.A.'s consolidated financial statements. This procedure defines the roles and responsibilities of those involved in the collection and validation of quantitative and qualitative information for the preparation of the Sustainability Statement.

The scope of internal control and risk management processes affects all stages and activities under the procedure, ensuring monitoring of the reliability of information for each company involved in the consolidation process. Within the procedure for preparing sustainability reporting, each step within the process is analysed in detail for each company.