Report on Corporate Governance and Ownership Structure 2025

44%

33%

17%

45%

37%

13%

33%

54%

17%

34%

21%

40%

1. Role of the Board of Directors

   PERFORMANCE OF THE ASSIGNMENT

   In accordance with the provisions of the Articles of Association and the Regulation of the Board of Directors, GVS is administered by a Board of Directors elected by the Shareholders' Meeting. The Directors act and deliberate with full knowledge of the facts and independence of judgement, pursuing the priority objective of creating value for shareholders within the framework of the ethical principles defined by the Company4.

   In particular, pursuant to Article 10.2 of the Regulation of the Board of Directors, the Board exercises and organises business activities with the aim of pursuing sustainable success through the creation of long-term value for the benefit of Shareholders, taking into account the interests of the Company's other relevant stakeholders. In defining the nature and level of risk compatible with the Company's strategic objectives, the Board includes in its evaluations all risks that may be relevant to the achievement of sustainable success.

   The Board of Directors defines the corporate governance system that is most suitable for carrying out the Company's activities and pursuing its strategies, within the limits of the provisions of the law, regulations and Articles of Association applicable to the Company. In order to achieve a corporate governance system that is more functional with regard to corporate needs, the Board can submit to the Shareholders' Meeting reasoned proposals concerning the choice and characteristics of the corporate model; size, composition and appointment of the Board and term of office of its members; administrative and property rights attributed to the shares; and percentages set out for the instruments for the safeguard of minorities.5

   The Board of Directors also promotes, in the most appropriate forms, the dialogue with the Shareholders and the other relevant stakeholders of the Company. For further information on the GVS policy on dialogue with Shareholders, as well as on the most important topics of dialogue with Shareholders and other relevant stakeholders undertaken during the Financial Year, please refer to Section 12 of the Report.

   EXPERTISE OF THE BOARD OF DIRECTORS

   Pursuant to Article 20 of the Articles of Association, the Board of Directors is vested with all powers for the ordinary and extraordinary management of the Company, with express authority to perform all acts deemed appropriate for the achievement of the corporate purpose, excluding only those that the law and these Articles of Association reserve to the Shareholders' Meeting.

   1. Article 5.3 of the Regulation of the Board of Directors.

   2. . Article 10.6 of the Regulation of the Board of Directors.

      In addition, the Board of Directors, in accordance with Recommendation 1 of the Corporate Governance Code:

      1. examines and approves the Company's and the Group's business plan, also on the basis of an analysis of the issues relevant to the generation of long-term value;

      2. periodically monitors the implementation of the business plan, as well as assesses the general performance of operations, periodically comparing the results achieved with those planned;

      3. defines the nature and level of risk compatible with the Company's strategic objectives, including in its evaluations all risks that may be relevant to the Company's sustainable success;

      4. defines the Company's corporate governance system and the structure of the Group;

      5. assesses the adequacy of the organisational, administrative and accounting structure of the Company and its Subsidiaries of strategic relevance, with particular reference to the internal control and risk management system;

      6. resolves on transactions carried out by the Company and its Subsidiaries that are of significant strategic, economic, capital or financial importance for the Company, establishing the general criteria for identifying significant transactions;

      7. adopts, upon proposal of the Chair and the Board of Directors, in agreement with the CEO, a procedure for the internal management and external disclosure of documents and information concerning the Company, with particular reference to inside information.

      The Board of Directors, with resolution by the same board on 3 May 2023, reserves the following powers, in addition to those that cannot be delegated by law and those attributed to the Board itself by the Corporate Governance Code for all matters not expressly provided for below:

      1. consistent with its leading role in the pursuit of the sustainable success of the Company, on the proposal of the CEO, it defines strategies and objectives of the Company and the Group and monitors their implementation;

      2. it examines and approves, with the support of the Control, Risk and Sustainability Committee, the strategic, business and financial plans of the Company and the Group and periodically monitors their implementation;

      3. it examines and approves the Company and consolidated budgets;

      4. it examines and approves, with the support of the Board Committees, the annual financial report including the draft annual financial statements, the consolidated financial statements and the consolidated non-financial disclosure, the half-year financial report and the interim reports on operations of the Company and the consolidated financial statements, as required by the regulations in force;

      5. it evaluates the general performance of management, considering in particular the information received from the delegated bodies, paying particular attention to situations of conflict of interest and periodically comparing the results achieved, as shown in the financial statements and periodic accounting statements, with those planned;

      6. it defines the system and rules of corporate governance of the Company and the Group functional to the performance of business activities and the pursuit of the relevant strategies; it assesses and promotes the appropriate changes, submitting them, when applicable, to the Shareholders' Meeting;

      7. it defines the rules and procedures for its own functioning, adopting the relevant regulations, and establishes the Board of Directors' internal Committees with investigative, propositional and advisory functions, establishing their tasks, appointing their members and adopting the relevant regulations;

      8. on the proposal of the Chair, it appoints and revokes the secretary of the Board of Directors and defines his/her professional requirements and powers in its regulations;

      9. it assigns and revokes powers to the Chief Executive Officer, identified as the Director in Charge of setting up and maintaining the internal control and risk management system, defining the limits and methods of exercise; after examining the proposals of the special committee and consulting the Board of Statutory Auditors, it determines the remuneration related to the powers assigned. It may issue directives to the delegated bodies and intervene in operations falling under delegated powers. The Chief Executive Officer reports at least quarterly to the Board of Directors and to the Board of Statutory Auditors on the exercise of the delegated powers and on the most significant economic and financial transactions carried out by the Company and its Subsidiaries, as well as on transactions with related parties. Disclosures shall be made promptly in the case of transactions in which the directors have an interest of their own or of third parties or which are influenced by any person exercising management and coordination activities;

      10. it appoints and revokes, on the proposal of the CEO, the General Managers, granting them the relevant powers;

      11. it appoints and revokes, at the proposal of the Chief Executive Officer and in agreement with the Chair, after consulting the Board of Statutory Auditors, the Manager responsible for drawing up company accounting documents, ensuring that he/she has adequate powers and means;

      12. it appoints and removes, upon the proposal of the CEO, subject to the favourable opinion of the Control, Risk and Sustainability Committee and after consulting the Board of Statutory Auditors, the head of Internal Audit and ensures that he/she is provided with adequate resources to fulfil the responsibilities thereof;

      13. it defines the basic lines of the organisational, administrative and accounting structure of the Company and its Subsidiaries. It assesses annually the adequacy of the organisational, administrative and accounting structure of the Company and Subsidiaries with particular reference to the internal control and risk management system;

      14. it appoints the Supervisory Body pursuant to Article 6(1)(b) of Legislative Decree no. 231/2001;

      15. it examines and resolves on other issues that the directors with delegated powers deem appropriate to bring to the attention of the Board of Directors due to their particular relevance and/or sensitivity.

      For more information on the additional powers reserved to the Board of Directors, see the section on "Transactions of Signiflcant Strategic, Economic, Equity or Financial Signiflcance" below.

      ASSESSMENT OF GENERAL OPERATING PERFORMANCE

      The Board of Directors is informed at least quarterly about the general performance of operations, taking into consideration, in particular, the information received from the delegated bodies and periodically comparing the results achieved with those planned.

      In particular, with regard to this issue, express reference is made to what is reported in the consolidated financial statements as at 31 December 2025 of the GVS Group.

      ASSESSMENT OF THE ADEQUACY OF THE ORGANISATIONAL, ADMINISTRATIVE AND ACCOUNTING STRUCTURE OF THE ISSUER AND ITS SUBSIDIARIES HAVING STRATEGIC RELEVANCE

      During the Financial Year, the Board of Directors assessed the adequacy of the organisational, administrative and accounting structure of the Company and its Subsidiaries.

      In this regard, reference is made to Section 9 of this Report.

      TRANSACTIONS OF SIGNIFICANT STRATEGIC, ECONOMIC, CAPITAL OR FINANCIAL IMPORTANCE

      As regards the transactions of the Company and its Subsidiaries, when such transactions are of strategic, economic, equity or financial importance for the Company, including those carried out with related parties or otherwise containing a potential conflict of interest, they are reserved to the exclusive competence of the Board of Directors, which applies the general criteria and limits set out in the Board of Directors meeting held on 3 May 2023.

      Particularly, in addition to those that cannot be delegated by law, the Board of Directors, as a collective body, has exclusive jurisdiction over resolutions concerning:

      1. acquisitions and disposals of shareholdings, companies or branches of companies and real estate, company or branch leases, transfers, mergers, demergers and liquidations of companies with a value in excess of 10,000,000 euro (ten million);

      2. assumption of bank loans or other forms of financing, for any single financial year, exceeding 20,000,000 euro (twenty million);

      3. constitution of constraints, liens, and encumbrances on company shareholdings in other companies or other assets of the Company;

      4. granting of collateral and/or personal guarantees for amounts exceeding 5,000,000.00 euro (five million);

      5. granting of advances to employees of the Company, in compliance with the applicable regulations and, in any case, of a unit amount not exceeding 250,000 euro (two hundred fifty thousand) for each advance and of a total amount not exceeding 400,000 euro (four hundred thousand) with reference to the total amount of advances granted over time;

      6. filing of bankruptcy petitions or requests for the opening of other insolvency procedures by the Company;

      7. matters referred to in Article 20.2 of the Articles of Association, specifically: (i) mergers in the cases envisaged by Articles 2505 and 2505-bis of the Civil Code; (ii) the establishment and closure - in Italy and abroad - of secondary offices; (iii) the indication of which directors have the power to represent the Company; (iv) transfer of the registered office within the national territory; (v) reduction of capital in the event of withdrawal of a shareholder; (vi) adjustments of the Articles of Association to regulatory provisions.

      During the financial year, the Board of Directors, in relation to the above-mentioned areas, carried out, inter alia, the following activities:

      Area	Business
      Strategy
      Finance
      	requirements of independence and integrity;
      Governance and sustainability topics	Directors;
      	on Remuneration Policy and Compensation Paid for FY 2024;
      Internal
      control
      and risk
      management
      system

      • Reviewed and approved the merger by incorporation of Haemotronic S.p.A. into the Company.

      • Approved the methodology and results of the impairment test;

      • approved the additional interim information for the first and third quarters of 2025 and reviewed and approved the half-yearly financial report for the first half of the year;

      • approved the consolidated and draft financial statements for FY 2024;

      • examined and approved the proposal to authorise the purchase and disposal of treasury shares; suspension of the stock liquidity support programme and launch of the treasury share buy-back programme;

      • examined and approved the budget.

      • Verified the absence of grounds for incompatibility or ineligibility and confirmed that the Directors meet the

      • confirmed compliance with the policy on the accumulation of directorships and auditing positions held by

      • reviewed the updates on the Board Committees;

      • appointed the Executive Officer responsible for Sustainability Statement pursuant to Legislative Decree No. 125/2024;

      • verified the results of the evaluation of the functioning of the Board of Directors (board evaluation);

      • approved the Report drafted pursuant to Article 123-bis of the CFA, the Sustainability Statement and the Report

      • approved the setting of targets for the annual cash incentive programme for 2025;

      • examined the proposed amendments to the Articles of Association.

      • approved the updating of the Special Part of Model 231;

      • reviewed the Company's Employer Model;

      • examined and approved the Audit Plan for FY 2025;

      • examined the Reports of the Supervisory Body;

      • approved the appointment of a new member of the Supervisory Body.

      ROLES, RESPONSIBILITIES AND ACTIVITIES OF THE BOARD OF DIRECTORS IN RELATION TO SUSTAINABILITY ISSUES

      In order to oversee the procedures for managing material risks, impacts and opportunities, the Board of Directors is supported by two standing board committees, both composed of three independent Board members:

      1. Control, Risk and Sustainability Committee: its task is to support the Board of Directors' assessments and decisions concerning the internal control and risk management system and the approval of periodic financial and non-financial reports, as recommended by the Corporate Governance Code. In addition, the Committee is also assigned the tasks provided for in the Related Party Transactions Procedure adopted by the Company pursuant to the Consob Regulation on Related Party Transactions; and

      2. Nominations and Compensation Committee: is responsible for matters related to appointments and determining remuneration as recommended by the Corporate Governance Code.

      The members of the Nominations and Compensation Committee boast adequate knowledge and experience in financial matters or remuneration policies, while the members of the Control, Risk and Sustainability Committee have adequate experience in accounting and finance or risk management.

      As regards sustainability topics, on a yearly basis, the Board of Directors carries out a self-assessment activity with a view to identifying any in-depth studies and/or induction sessions that may be necessary for directors on sustainability topics. In addition, when the Board of Directors is renewed, during the last year of their term of office, the Directors carry out a self-assessment activity with the support of an external advisor, also in order to gather suggestions and input for the composition of the future Board of Directors, also in relation to sustainability skills. In fact, also following the self-assessment activity carried out at the last Board renewal in 2023, the current Board is composed of 4 Directors with specific experience in sustainability matters acquired through training and/or roles held in other companies.

      Furthermore, through the induction programme, the Board has the opportunity to conduct in-depth studies on various topics of interest, including sustainability topics.

      The functions of supervising compliance with the law and the Articles of Association are assigned to the Board of Statutory Auditors, while the task of monitoring compliance with the Organisation, Management and Control Model, pursuant to Legislative Decree No. 231/2001 is the responsibility of the Supervisory Body, which consists of three members. PricewaterhouseCoopers S.p.A. currently acts as the Audit Firm.

      The Group's commitment to sustainability issues has also translated into a progressive strengthening of the governance structure through the creation of ad hoc controls.

      Firstly, the Board of Directors is responsible for defining the Company's strategy on sustainability issues, and therefore for the pursuit of sustainable success, and it approves the Consolidated Sustainability Statement (CSS) pursuant to Legislative Decree No. 125/2024 and sustainability targets. The frequency with which the Board is informed about sustainability topics can vary annually according to specific needs or topics of relevance and, therefore, no fixed frequency is defined.

      In the course of 2025, the Sustainability Department, the Legal Department and the Internal Audit Departments reported to the Board of Directors on sustainability topics, respectively.

      With regard to the direct involvement of the Board during 2025, 6 out of 8 meetings had at least one item related to sustainability topics on the agenda.

      On 28 January 2025, the Board appointed a new member of the Supervisory Board and approved the update to the Special Section of the 231 Model, replacing the 'per offence' approach with a 'per business process' approach.

      With regard to the new provisions of Legislative Decree No. 125/2024, also on 28 January 2025, the Board, following the opinion of the Board of Auditors and with the favourable opinion of the Risk and Sustainability Control Committee, appointed the Sustainability Director as the Executive responsible for SustainabilityStatement, in order to certify, by means of a dedicated report, that the Sustainability Statement has been prepared in accordance with the relevant obligations.

      Moreover, the Board approved the 2025 Remuneration Policy including an ESG target related to health and safety and the 2024 Consolidated Sustainability Statement, inclusive of the double materiality analysis.

      Finally, the Board of Directors:

      • examined the reports of the Supervisory Body on its activities in the second half of 2024 and the first half of 2025;

      • approved the measures required under Legislative Decree No. 138/2024 (NIS2 directive);

      • approved a new employer model for the Company, following the merger by incorporation of the subsidiary Haemotronic S.p.A.

      For more information on the bodies responsible for overseeing the procedures for managing risks, impacts and opportunities, including detailed information on sustainability issues, please refer to Section 9 of this Report.

      INSIDE INFORMATION PROCEDURE

      With reference to the procedure adopted by GVS for the communication of privileged information to the market, see Section 5 of this Report.

      CORPORATE GOVERNANCE SYSTEM

      On the basis of the evaluations carried out during the Financial Year, the Board considers that the corporate governance system of GVS is functional to the needs of the company and, for this reason, it did not deem it appropriate to draw up justified proposals to submit to the Shareholders' Meeting in this regard.

      SHAREHOLDER DIALOGUE POLICY

      On 17 December 2021, the Board of Directors adopted a policy for managing dialogue with the shareholders in accordance with Recommendation 3 of the Corporate Governance Code. The updated text of the policy is available on the Company's website www.gvs. com - Governance Section.

      For detailed information on the policy for managing dialogue with shareholders, the most relevant issues subject to dialogue with shareholders and any initiatives adopted to take into account the indications that emerged as a result of said dialogue, as well as the criteria and methods used by the Board to promote dialogue with other relevant stakeholders, please refer to Section 12 of the Report.

      For information on the powers assigned to the Board with regard to (i) its composition and functioning, (ii) appointment and self-assessment, (iii) remuneration policy and (iv) internal audit and risk management system, reference should be made to paragraphs 4.3 and 4.4 and Sections 7, 8 and 9 of the Report, respectively.

2. Appointment and Replacement

   (pursuant to Article 123-bis, paragraph 1, letter l), of the CFA)

   Pursuant to Article 16 of the Articles of Association, the Company is governed by a Board of Directors numbering between 5 (five) and 9 (nine) members, who may or may not be shareholders, in accordance with the rules in force over time on gender balance. The Shareholders' Meeting that appoints the Board of Directors determines the number of members and their term of office, which may not exceed three years, expiring on the date of the Shareholders' Meeting convened to approve the financial statements for the last year of their term of office. Directors may be re-elected and must meet the requirements of the law and applicable regulations.

   Directors are appointed by the Shareholders' Meeting on the basis of lists submitted by the Shareholders. Pursuant to Article 17 of the Articles of Association, the Directors are appointed by the Shareholders' Meeting on the basis of lists presented by the Shareholders and filed at the Company's registered office within the terms and in compliance with the law and regulations in force at the time.

   Only shareholders who, alone or together with others, own voting shares representing a percentage no lower than the percentage envisaged for the Company by the laws and regulations in force at the time, have the right to submit lists. The notice of the Shareholders' Meeting called to deliberate on the appointment of the Board of Directors indicates the percentage shareholding required for the presentation of the lists of candidates.

   Each shareholder, as well as (i) shareholders belonging to the same group, meaning the controlling party, including non-corporate, pursuant to Article 2359 of the Civil Code and any company controlled by, or under the common control of, the same party, or (ii) shareholders who are party to the same shareholders' agreement pursuant to Article 122 of the CFA, or (iii) shareholders who are otherwise associated with each other by virtue of associative relationships relevant under the law, including regulations, in force, may not submit - or participate in the submission, even through a third party or trust company -more than one list or vote for different lists. Accessions and votes cast in violation of this prohibition will not be attributed to any list if they determine the outcome of the vote. Each candidate may appear on only one list under penalty of ineligibility.

   Without prejudice to compliance with the criterion guaranteeing a balance between genders, in each list comprising more than five candidates at least two individuals must meet the independence requirements established pursuant to the laws and regulations

   in force (the "Independent Directors"). Lists that do not comply with the above terms are not considered to have been presented. Each person with voting rights may vote for one list only.

   At the end of the vote, the candidates on the two lists that have obtained the highest number of votes, provided that they exceed half of the percentage of share capital required for the presentation of lists, to be calculated at the time of voting, are elected according to the following criteria: (a) a number of directors equal to the total number of members of the Board of Directors, as previously established by the Shareholders' Meeting, minus one, is taken from the list that has obtained the highest number of votes (the "Majority List"); within these numerical limits, the candidates are elected in the numerical order indicated on the list (b) one director is taken from the list that obtained the second highest number of votes and that is not connected in any way, not even indirectly, with the shareholders who submitted or voted for the Majority List (the "Minority List"), in the person of the candidate indicated with the first number on the list.

   In the event of a tie in votes between two or more lists, the votes obtained by the lists are divided by one, two, three and so on, depending on the number of Directors to be appointed. The resulting ratios are assigned sequentially to the potential candidates on each of the lists in the respective order established by each list. The ratios assigned to potential candidates from the various lists are ranked in decreasing order. The potential candidates who obtained the highest ratios are elected. With reference to the potential candidates who have obtained the same quotient, the potential candidate of the list that has expressed the smallest number of nominations will be selected; in the case of several lists that have already expressed the same number of nominations, and always with the same quotient, the potential candidate who is the oldest will be elected. If only one list has been presented, all the Directors will be drawn, in progressive order, solely from the list presented.

   If the candidates elected in the manner described above do not ensure the appointment of as many Independent Directors as required by current legislation: (a) if there is a Majority List, the non-independent candidates (representing the number of missing Independent Directors) elected as last in numerical order on the Majority List shall be replaced by the unelected Independent Directors on the same list according to the sequential order; (b) if there is no Majority List, the non-independent candidates (representing the number of missing Independent Directors) elected as last on the lists from which no Independent Director was drawn shall be replaced by the unelected Independent Directors on the same lists according to the sequential order. Furthermore, if as a result of the above procedures the composition of the Board of Directors does not allow compliance with the gender balance requirements, the candidate of the most represented gender elected last in numerical order from the only list presented or, if more than one list is presented, from the Majority List, will be excluded and will be replaced by the first unelected candidate, taken from the same list, belonging to the other gender; and so on until a number of candidates equal to the minimum number required by the regulations in force over time on gender balance are elected. If the procedure described above does not ensure, in whole or in part, compliance with the gender balance, the Shareholders' Meeting shall supplement the members of the Board of Directors with the majorities required by law, ensuring that the requirement is met.

   The Board of Directors may also appoint from among its members one or more Managing Directors and/or an executive committee, establishing the limits of their powers and, in

   the case of an executive committee, the number of its members and the rules governing its operation. The Board of Directors may also appoint the Committees envisaged by the codes of conduct drawn up by the management companies of regulated markets, establishing their duties, the number of members and the rules of operation.

   Directors remain in office for the period established by the Shareholders' Meeting and, in any case, for a period that cannot exceed three financial years and their term of office expires on the occasion of the Shareholders' Meeting called to approve the financial statements for the last financial year of their office. Directors may stand for re-election.

   The Articles of Association do not provide for independence requirements, other than those established for auditors pursuant to Article 148 of the CFA, and/or integrity and/ or professionalism requirements for assuming the office of director, also with reference to the requirements in this regard provided by codes of conduct drawn up by companies managing regulated markets or by trade associations.

   The Articles of Association do not contain any provision pursuant to which the outgoing Board of Directors has the power to submit a list of candidates.

   In addition to the regulations of the CFA, GVS is not subject to further sector regulations regarding the members of the Board of Directors, in particular with reference to the representation of minorities or the number and characteristics of Directors.

   For further information on the role of the Board of Directors and the Committees in the processes of self-assessment, appointment and succession of Directors, please refer to Section 7 of the Report.

3. Members

   (pursuant to Article 123-bis, paragraph 2, letter d) and d-bis) of the CFA)

   The GVS Board of Directors in office at the date of the Report consists of 9 (nine) members, was appointed by the Issuer's Ordinary Shareholders' Meeting on 3 May 2023 and will remain in office until the approval of the financial statements for the year ending 31 December 2025.

   All Directors have professionalism and skills appropriate to the tasks assigned to them. Moreover, the Issuer believes that the number and powers of the non-executive Directors are such as to ensure their significant influence on the adoption of resolutions by the Board and to guarantee an effective management monitoring. With the exception of Directors Grazia Valentini, Marco Scagliarini and Marco Pacini, all of the remaining non-executive Directors meet both the independence requirements of the Corporate Governance Code and those established by the CFA. On 3 May 2023, the Board of Directors appointed Massimo Scagliarini as Chief Executive Officer.

   The provisions on list voting contained in the Articles of Association - which reserve the appointment of a member to be elected to the list that comes second in terms of number of votes after the majority list and is not connected in any way, not even indirectly, with the shareholders who submitted or voted for the majority list - will apply only from the first renewal of the Board of Directors following the date on which trading commences. At the close of the Financial Year, the Board of Directors had the following members:

   Position	Name	In office since (date of first appointment)	In office until
   Chair	Alessandro Nasi	19 June 2020	Approval of the financial statements as at 31/12/2025
   Chief Executive Officer	Massimo Scagliarini	24 July 1990	Approval of the financial statements as at 31/12/2025
   Director	Grazia Valentini	18 March 1987	Approval of the financial statements as at 31/12/2025
   Director	Marco Scagliarini	24 July 1990	Approval of the financial statements as at 31/12/2025
   Director	Marco Pacini	03 May 2023	Approval of the financial statements as at 31/12/2025
   Director	Pietro Cordova	03 May 2023	Approval of the financial statements as at 31/12/2025
   Director	Simona Scarpaleggia	03 May 2023	Approval of the financial statements as at 31/12/2025
   Director	Michela Schizzi	19 June 2020	Approval of the financial statements as at 31/12/2025
   Director	Anna Tanganelli	03 May 2023	Approval of the financial statements as at 31/12/2025

   also worked in the general management of the group.

   Grazia Valentini - Born in Bologna on 19 August 1942, she completed secondary education at the Liceo Scientifico Augusto Righi in Bologna in 1960. In 1985 she started up the business of manufacturing and marketing filtering systems, setting up the company GVS di Valentini Grazia e C. - s.n.c., from whose evolution the GVS Group derives its name. She has held various positions and managerial roles in Group companies. Since 2013, she has been the owner of the sole trader Grace di Grazia Valentini, active in the fashion industry.

   Marco Scagliarini - Born in Rimini, on 26 August 1964, after his studies he dedicated himself to management and held various managerial roles in GVS until December 2023. He currently holds various positions in the companies of the Group, as well as the role of sole director in GVS Real Estate S.r.l.

   Please refer to Table 2 annexed hereto for full details on the members of the Board of Directors.

   Below is a brief description of the main personal and professional characteristics of each Director in office, from which emerges the competence and experience gained in corporate management.

   Alessandro Nasi - Born on 18 April 1974 in Turin, he graduated in Business Administration from the University of Turin in 2002. After several national and international experiences, as a financial analyst in investment banks and private equity funds, in 2005 he joined the Fiat Group as Corporate Business Development manager. In 2008 he joined CNH Industrial as Senior Vice President of Business Development. Within the company and until 2019, he covered various increasing positions such as Senior Vice President Network Development and President Specialty Vehicles. Mr. Nasi served as Chairman of Iveco Defence Vehicles and Chairman of Astra Veicoli Industriali - both affiliates of Iveco Group - from 2019 to March 2026. He is a member of the Board of Istituto Italiano di Tecnologia and member of the Strategic Board of 3 Boomerang Capital. Since January 2026 he has been serving as Director of Associated Spring US, LLC and as of March 2026, he joined the Board of Digital Value SpA. He is a Director of KIRKBI, the holding and investment company which owns Lego Group and, from May 2025, is also a member of the Lego Group Board. He is a Director of CNH Industrial and Iveco Group and Chairman of the board of Comau. He is a Director of Exor NV.

   Massimo Scagliarini - He is the CEO of the Company and is at the top of the entire organisational structure of the GVS Group's activities. He has accrued more than 35 years of experience in the GVS Group, leading the medical sector division to become the most successful in the company. Born in Bologna on 3 August 1965, he studied accounting in Rome at I.C. Renato Fucini. He began his career as an operator in the company Diego Nardi

   S.n.c. in San Giovanni in Persiceto (BO). He joined GVS in 1985 as an operator, soon moving on to deal with commercial sales in the medical sector, until he reached the position of sales manager. Over the years he has taken on increasing responsibility in the Company's activities, dealing with marketing and quality control. Since 1995, he has managed human resources and labour relations. In 2002, he took on the general management of GVS do Brasil and currently holds various managerial roles within the group. Since 2004, he has

   Marco Pacini - Born in 1971, Marco Pacini graduated with honours in economics from La Sapienza University in Rome and holds a Master's degree in Management, Accounting and Corporate Finance from the University of Turin. He started his career at Fiat and gradually broadened and strengthened his skills in finance by working in various Group companies both in Italy and abroad. In 2017, he moved to Fiera Milano, listed on the STAR segment of Borsa Italiana (the Italian Stock Exchange), taking on the role of Chief Financial Officer. He also gained important experience in the consumer electronics industry as Chief Financial Officer of the Italian listed company UniEuro between 2021 and 2022. In January 2023, he joined GVS as Chief Financial Officer.

   Pietro Cordova - Born in Rome, he graduated in Economics and Business from Rome's La Sapienza University in 1986. He began his career in banking, working in capital markets at Banco di Roma (in the Rome, London and Tokyo offices) until 1990 and then for 7 years at BCI of Canada in Toronto, as head of the Credit International Securities & Syndications Dept. In 1997, he joined the Finance Department of Stet S.p.A. as Head of New International Initiatives, where he followed all the group's acquisitions in Europe (Austria and France) and Latin America (Brazil, Peru, Bolivia, Chile, etc.) and subsequently management of the financial issues of the acquired companies. From 2000 to 2005, he served as Financial Director of Autostrade S.p.A., which during that period was transformed into the holding company Atlantia. In 2005, he joined Wind as Director of Finance and Credit. In the following years, he oversaw many financial and administrative activities of the group until he became Deputy CFO. In 2012, he became CEO and Board member of Wind Mobile in Toronto, a Canadian mobile phone operator with over one million customers in Ontario, Alberta and British Columbia. He completed the sale of the company in 2015. In 2015, he moved to Amsterdam and worked with the VEON Group on various projects (Wind S.p.A./ H3G merger, restructuring of the Finance Department's business in HQ and the group's 11 subsidiaries worldwide, etc.) and became CEO of VWS, responsible for managing the wholesale business of the Group's 12 subsidiaries. At present, he is a partner in a consulting firm that provides strategic, corporate, financial and business advisory services and serves on the Board of Terago Inc., a TSX-listed Canadian telecommunications company.

   Anna Tanganelli - Born in Genoa, she graduated in Business Administration from Bocconi University (Milan) in 2004. She started her career at UBS in the Investment Banking division, where she was in charge of various M&A, equity & debt capital markets transactions. In 2009, she joined the Fiat Group as Manager of Business Development & International Operations Control at Fiat Powertrain Technologies. In 2011, she was seconded to Chrysler (FCA NAFTA) as a Business Development Manager, based in Auburn Hills (Michigan, USA).

   In 2013, she was appointed Business Development Manager at Magneti Marelli. From 2019 to 2021, she served as Chief Financial Officer of Magneti Marelli and Chief Financial Officer for the EMEA region within the broader Marelli Group, which was created following the merger between Magneti Marelli and Japanese automotive components company Calsonic Kansei. At the Marelli group, she was also a member of the relative Executive Committee (Group Executive Council). She was Chief Financial Officer and Head of M&A of the IREN Group from November 2021 to November 2023. As of 1 December 2023, she joined the IVECO Group as Chief Financial Officer.

   Michela Schizzi - Born in Viareggio (LU), she graduated in Law from La Sapienza University of Rome in 2006. In 2009, she also obtained an LLM in European Law from King's College in London and qualified to act in the legal profession. In 2006, she joined the Rome office of the international law firm Cleary Gottlieb Steen & Hamilton LLP as an associate. In 2012, she joined Snam S.p.A., where she held positions of increasing responsibility, up to the role of Senior Vice President Regulated Business Legal Affairs. Within the Snam group, she also served as a member of the board of directors and audit committee of some of the Group's foreign companies. In 2020, she moved to the holding company of the Allianz insurance group where she was in charge, within the legal department, of the group's worldwide M&A transactions. From the end of 2022 to April 2025, she held the position of General Counsel at Cerved Group. On 1 July 2025, she joined F.I.S. (Fabbrica Italiana Sintetici) S.p.A. in the role of General Counsel and member of the Board of Directors. She has been a member of the Board of Directors of GVS S.p.A. since June 2020 and of Maire

   S.p.A. since April 2025.

   Simona Scarpaleggia - Born in Rome, she graduated in Political Science from LUISS University in Rome in 1983 and obtained a Master's Degree in Business Administration from SDA Bocconi (CBS 1987). She holds an honorary doctorate of letters from the International University of Geneva (2019). After various experiences in the human resources management of large national and international groups, as an expert in industrial relations, followed by experience in organisation and development and, lastly, personnel management, she took on various line management responsibilities in the IKEA Group in 2004, until she was appointed CEO of IKEA Switzerland from 2010 to 2019. In 2019, she managed the IKEA group's global project on the future of work. From 2020 to 2022, she was CEO of EDGE Strategy. In 2016 and 2017, she was co-chair of the UN High-Level Panel on the Economic Empowerment of Women, reporting directly to the UN Secretary-General. From 2020 to 2023, she was a member of the board of directors of Autogrill S.p.A. Since 2020, she has been on the Supervisory Board of Hornbach Holding AG, Hornbach Baumarkt AG and EDGE strategy. Member of the board of Brainforest AG from 2022 to 2024. She is currently a member of the Advisory Board of the Faculty of Economics at the University of Zurich, of the Institute of International Management at the University of St. Gallen and of Equal Voice, an initiative by the Ringier publishing group to give equal space to men and women in the media. In 2022, she was awarded the Swiss Economic Forum's Lifetime Achievement Award.

   It should be noted that, as at the date of this Report, (i) 56% of the members of the Board of Directors, including the Chairperson, are Independent Directors, as the Company's Board of Directors includes 5 (out of 9) Independent Directors; (ii) only Director Massimo Scagliarini holds an executive position (Chief Executive Officer) within the Company; (iii) 44% of the Directors are responsible for ESG matters; (iv) the Board of Directors does not include employee representation, as this is not required by the applicable regulations governing the Company.

   For more information on sustainability issues relating to the Board of Directors, please refer to 'Roles, responsibilities and activities of the Board of Directors in relation to sustainability issues' in this Section 4.

   Further information on the members and meetings of the Board of Directors is contained in Table 2 of this Report.

   At the end of the Financial Year, no member of the Board of Directors has ceased to hold office. As mentioned above, the Board of Directors will remain in office until the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2025.

   DIVERSITY CRITERIA AND POLICIES

   Diversity criteria and policies within the company organisation

   The Company promotes an organisational structure based on ethical principles and aimed at eliminating all forms of discrimination. To this end, GVS has adopted a Code of Ethics, which reflects the Company's commitment to promoting compliance with the law and the principles of transparency and fairness. In particular, the Code of Ethics i) prohibits all forms of violence, whether physical or psychological, harassment and discrimination, whether based on sex, ethnicity or religious belief; ii) requires all employees to maintain a work environment based on inclusion and multiculturalism; iii) strongly condemns slavery, human trafficking and the exploitation of labour, whether child labour, forced labour or labour under the threat of corporal punishment.

   The Company has also implemented tools to ensure the identification and management of any breaches of the principles set out in the Code of Ethics, by establishing multiple reporting channels that enable the reporting of any potential wrongdoing, including anonymously. The types of whistleblowing channels implemented are set out in the Whistleblowing Policy adopted by the Company.

   For more information on the Code of Ethics and the Whistleblowing Policy, please refer to Section 9 of this Report.

   Diversity criteria and policies regarding the composition of the Board of Directors

   At present, GVS has not adopted a specific diversity policy pursuant to Article 123-bis, paragraph 2, letter d-bis of the CFA, given that the Articles of Association already provide for rules for the members of the lists and supplementary voting mechanisms aimed at ensuring the presence on the Board of the minimum number of members belonging to the least represented gender, in accordance with the provisions of the applicable legislation.

   Moreover, the members of the Board of Directors boast professional and managerial skills, accrued in internationally-reaching organisations, suitable for pursuit of the Company's objectives, thanks to the coexistence of heterogeneous technical, managerial and financial profiles. Note that: (i) as of the date of this Report, more than two-fifths of the members of the Board of Directors are Directors of the less represented gender, as there are 4 (out of 9) Directors belonging to the less represented gender; (ii) the Board is characterised by the age diversity of its members, as the age of the directors is between 42 and 84 years; (iii) the educational and professional background of the directors currently in office

   DIRECTOR	OFFICES IN RELEVANT COMPANIES
   Alessandro Nasi
   Michela Schizzi
   Simona Scarpaleggia
   Pietro Cordova

   • Non-executive Director of EXOR NV

   • Non-executive Director of CNH INDUSTRIAL NV

   • Chair of the Board of Directors of COMAU S.P.A.

   • Non-executive Director of IVECO GROUP NV

   • Non-executive Director of KIRKBI

   • Non-executive Director of LEGO GROUP

   • Non-executive Director of DIGITAL VALUE S.P.A.

   • Director of Fabbrica Italiana Sintetici S.p.A.

   • Independent director of BREMBO N.V.

   • Independent director of MAIRE S.P.A.

   • Independent director of HORNBACH HOLDING AG

   • Independent director of HORNBACH BAUMARKT AG

   • Member of the Board of Directors of TERAGO INC (TSE, TGO)

   guarantees a balanced combination of profiles and experiences within the Board, suitable to ensure proper performance of the functions assigned to it.

   MAXIMUM NUMBER OF OFFICES HELD IN OTHER COMPANIES

   On the proposal of the Nomination and Compensation Committee, the Board of Directors meeting held on 22 March 2022 adopted the guideline described below regarding the maximum number of administration and control positions that Directors may hold in other companies of significant size and that can be considered compatible with an effective performance of the role of Director, taking into account the commitment resulting from the role held.

   Specifically:

   1. an executive Director, in addition to the office held in the Company, should not hold office in companies of significant size:

      1. no executive Director positions;

      2. more than 3 offices as non-executive Director and/or standing auditor;

   2. a non-executive Director, including an independent one, in addition to the office held in the Company, should not hold office in companies of significant size:

      1. more than 2 offices as an executive Director and more than 4 offices as a non-executive Director and/or standing auditor; and

   1. more than 6 offices as non-executive Director and/or standing auditor.

   For the purposes of the aforesaid cumulation, companies of significant size are understood to be:

   1. companies with shares listed on regulated markets, including foreign markets;

   2. Italian or foreign banking, insurance or financial companies, whereby relevant financial companies are understood to be the financial intermediaries referred to in Article 106 of Legislative Decree No. 385 of 1993 (the "Consolidated Banking Act" or "CBA") and companies that provide investment services or collective asset management pursuant to the Consolidated Finance Act, it being understood that, where foreign companies are concerned, substantial equivalence must be assessed;

   3. other companies with consolidated revenues in excess of 500 million euros.

   For the purposes of this calculation (i) positions held within GVS and its Subsidiaries or in Committees do not count; and (ii) positions held in more than one company belonging to the same group will count as one.

   The Board, in its evaluations of each subjective position, may take into account the individual Director's specific circumstances and professional commitments to possibly allow an exception to the office limits. In any event, the Board of Directors shall ensure that the Directors have sufficient time and can devote sufficient effort to the performance of their duties.

   The following table shows, on the basis of the declarations made by the Directors, the other offices held by the Directors that are relevant pursuant to the Corporate Governance Code and the orientation taken by the Board of Directors on the maximum number of offices held.

   Upon taking office, the Board of Directors, at its meeting of 3 May 2023, ascertained that the number of relevant offices under the Corporate Governance Code and the orientation taken by the Board of Directors regarding the maximum number of offices held by the same directors is compatible with the effective performance of the function of director in GVS.

   On 26 March 2026, the Board of Directors conducted the periodic annual verification, ascertaining that the number of relevant offices under the Corporate Governance Code and the orientation taken by the Board of Directors regarding the maximum number of offices held by the same directors is compatible with the effective performance of the function of director in GVS.

4. Function of the Board of Directors

   (pursuant to Article 123-bis, paragraph 2, letter d), of the CFA)

   On 10 September 2020, the Board of Directors adopted rules of procedure, subsequently updated on 03 May 2023 to reflect the provisions of the Corporate Governance Code (the "Regulation of the Board of Directors"), which govern, inter alia, the deadlines for submitting documentation to support Board meetings and the manner in which Board meetings are to be minuted. In particular, Article 7 of the Regulation of the Board of Directors provides that as far as reasonably possible, these documents shall be made available to the Directors and Auditors in such a way as to guarantee the necessary confidentiality, through the use of a specific, dedicated IT platform, and sufficiently in advance of the date of the Board meeting, normally within 4 (four) days prior to the date set for the meeting. In cases of urgency, the documentation will be made available as promptly as possible, subject to prior notice within the same period. If the documentation made available to the members of the Board is particularly complex and voluminous, the Chair of the BoD, with the help of the Secretary, shall ensure that it is accompanied by a document summarising the most significant and relevant points for the examination of the items on the agenda.

   With regard to the board meetings held in 2025, the four-day (4) term stipulated in the Regulation of the Board of Directors was generally met and, in cases where it was not possible to transmit part of the material relating to a meeting within the aforementioned deadline, the necessary adequate and timely in-depth information was ensured during the board meetings.

   Directors and auditors may in any case have access to the above information documentation at the Company's registered office in the days immediately preceding that of the meeting. The Board of Directors, with the support of the Secretary, verifies at the offices that the above information has been duly made available to the Directors and auditors. In the event that the Chair deems it appropriate, in relation to the content of the subject matter and the related resolution, the informative documentation may be provided and illustrated, with the support of the Secretary, directly at the meeting.

   Pursuant to Article 9 of the Regulation of the Board of Directors, the Secretary shall take the minutes of the meeting. These minutes record the communications made and the resolutions adopted; the minutes are transcribed in a special book to be kept and archived pursuant to Article 2421, point 4 of the Civil Code, and signed by the Chair of the meeting and Secretary or a notary public. When required by law or when the Chair deems it appropriate, the resolutions shall be recorded by a notary public chosen by the Chair.

   For the sole purpose of facilitating the taking of minutes of the meeting, and unless otherwise ordered by the Chair, meetings of the Board may be recorded by audio instruments, it being understood that the audio-video media shall be destroyed as soon as the relevant minutes are transcribed in the Board meeting book.

   The minutes shall normally be submitted to the next board meeting and shall remain available for inspection at the request of any of the Directors or auditors. Copies and extracts of Board minutes may be issued and certified true by the Chair or Secretary. In case of specific needs, it is also possible to approve the minutes or single items of the agenda during the Board meeting.

   With reference to the way in which the Board of Directors' meetings are conducted, the items on the agenda are given the necessary time to allow for constructive debate, encouraging contributions from the Directors.

   During the course of the year, the Board of Directors met a total of 8 times with an average duration of approximately 70 minutes for each meeting. The percentages of each Director's attendance at meetings are set out in Table 2 of this Report.

   With regard to FY 2026, 10 board meetings are scheduled (including 2 already held, at the date of approval of this Report, on 26 March 2026).

   The mandatory Corporate Events Calendar has been duly submitted to the market management company within the terms of the law, as well as published on the Company's website https://www.gvs.com.

5. Role of the Chair of the Board of Directors

   On 3 May 2023, the Shareholders' Meeting appointed Alessandro Nasi as Chairman of the Board of Directors.

   The Chair of the Board of Directors is vested with the powers provided for by law and by Article 16 of the Articles of Association and, in particular:

   1. is the representative of the Company pursuant to Article 21 of these Articles of Association;

   2. presides over the Shareholders' Meeting, exercising the functions envisaged by law and by the Shareholders' Meeting regulations;

   3. convenes and chairs the Board of Directors, sets the agenda and coordinates its work.

   The Chair of the Board of Directors is not the Chief Executive Officer, has not been delegated management powers and is not the controlling shareholder of the Company.

   FUNCTIONS OF THE CHAIR

   In accordance with Recommendation 12 of the Corporate Governance Code, the Chair of the Board of Directors shall, with the assistance of the Secretary, ensure:

   1. that the pre-meeting briefing and additional information provided at meetings is adequate to enable the Directors to act in an informed manner in carrying out their role;

   2. that the activities of the Board Committees with investigative, propositional and advisory functions are coordinated with the activities of the Board of Directors;

   3. in liaising with the CEO, that the Company's managers and those of the Group's companies, responsible for the relevant corporate departments, attend the Board's meetings, also at the request of individual Directors, in order to provide any necessary information on the items on the agenda;

   4. that all members of the Board of Directors and Board of Statutory Auditors may participate, after their appointment and during their term of office, in initiatives aimed at providing them with adequate knowledge of the business sectors in which the Company operates, of corporate dynamics and their evolution, also with a view to the sustainable success of the Company itself, as well as of the principles of correct risk management and of the reference regulatory and self-regulatory framework; and

   5. the adequacy and transparency of the Board's self-assessment process.

   PRE-BOARD INFORMATION

   Meetings of the Board of Directors are called, in accordance with the Articles of Association, by the Chair who, in compliance with the provisions of the Regulation of the Board of Directors, makes available to all the Directors the information, also supported by paper documents, concerning the matters on which the Board is called to deliberate. If it is not possible to provide the Board of Directors with adequate prior information in a timely manner, the Chair shall ensure that timely and adequate information is provided during Board meetings. For more information, see paragraph 4.4 of the Report.

   BOARD COMMITTEES

   During the Financial Year, the Chair, with the support of the Company's secretariat, ensured that the latter's activities were coordinated with those of the Board of Directors. The Secretary of the Board of Directors also acts as Secretary to the Board Committees, thereby ensuring constant coordination in planning the activities of the latter with the activities of the Board.

   MANAGERS' ATTENDANCE OF MEETINGS

   During the Financial Year, selected GVS Group executives regularly attended meetings of the individual Committees, each according to their area of expertise. These meetings made it possible to provide participants with an adequate knowledge of the sector in which GVS operates, of company dynamics, of the principles of correct risk management and of the regulatory and self-regulatory framework of reference. The CEO ensures that the managers are available to intervene so as to enhance the Board's meetings as a typical moment when non-executive Directors can obtain adequate information on the Issuer's management.

   INDUCTION PROGRAMME

   In the course of the meetings of the Board of Directors, in order to provide directors and auditors with an adequate knowledge of the sector in which GVS operates, of company dynamics and their evolution, of the principles of correct risk management, the Chief Executive Officer, by agreement with the Chair, illustrated the Company's management performance, providing, among other things, information on the evolution of the reference markets and their impact on the Company with a view to correct risk management.

   On 21 February 2025, a Board induction session was held, during which an overview of the business of the Company's commercial divisions and their respective budgets for 2025 was provided.

   On 28 January 2026, a board induction session was held in relation to the 2026 budget of the Company's commercial divisions.

   BOARD SELF-ASSESSMENT

   Refer to Section 7 of this Report with respect to the Board's self-assessment process.

   DIALOGUE WITH SHAREHOLDERS

   The Chair ensures that the Board of Directors is in any case informed - by the first useful meeting - on the development and significant contents of any dialogue with the Shareholders.

   In this regard, it should be noted that, on 17 December 2021, the Board of Directors, on the proposal of the Chair formulated in agreement with the Chief Executive Officer, adopted the policy for managing dialogue with the generality of Shareholders and other stakeholders of GVS, taking into account, among other things, the engagement policies adopted by the Company's institutional investors. For more information, see Section 12 of this Report.

6. Board Secretary

   Pursuant to Article 2.4 of the Regulation of the Board of Directors, the Board of Directors elects a Secretary, selected from among the Company's managers with specific expertise in corporate law, with particular reference to practices concerning the corporate governance of listed companies and regulated markets.

   On 10 November 2022, the Board of Directors appointed Rozemaria Bala, General Counsel of the Company, as Secretary to the Board of Directors.

   Pursuant to the above-mentioned provision and in line with Recommendation 18 of the Corporate Governance Code, the Secretary is entrusted with the task of supporting the activities of the Chair and provides, with impartial judgement, assistance and advice to the Board of Directors on any aspect relevant to the proper functioning of the corporate governance system. The Secretary also assists the Chair (i) in ensuring the adequacy and timeliness of pre-meeting information; (ii) in ensuring the coordination of the activities of the Board and its Committees; (iii) in verifying the adequacy and transparency of the Board's self-assessment process; (iv) in promoting the participation of Directors and Auditors in induction activities and prepares and keeps the minutes of the Board's meetings.

7. Executive Directors

   The Board of Directors, appointed at the Shareholders' Meeting of 3 May 2023, appointed Massimo Scagliarini as Chief Executive Officer and granted him the powers described in greater detail below.

   Pursuant to Article 20 of the Articles of Association, the Board of Directors, within the limits of the law and the Articles of Association, may delegate its powers to an executive committee composed of some of its members and/or to a CEO; it may delegate specific powers to one or more of its members, and appoint, on the proposal of the CEO, one or more general managers.

   CHIEF EXECUTIVE OFFICER

   On 3 May 2023, the Board of Directors of GVS assigned to Massimo Scagliarini, in consideration of the role and tasks to be performed by the Chief Executive Officer as the main person in charge of the management of the company and taking into account the powers reserved exclusively to the Board, all the attributions and powers that are not reserved to the Board of Directors, or the Chair, by law, by the Articles of Association or by resolution of the Board.

   CHAIR OF THE BOARD OF DIRECTORS

   Reference is made in full to paragraph 4.5 of this Report.

   EXECUTIVE COMMITTEE:

   As at the date of this Report, the Board of Directors has not established an Executive Committee.

   DISCLOSURE TO THE BOARD

   In compliance with the provisions of the procedure for the fulfilment of the obligations pursuant to Article 2381, paragraph 5, of the Civil Code, and Article 6.8 of the Regulation of the Board of Directors, the delegated bodies report promptly to the Board of Directors and the Board of Statutory Auditors, in accordance with the procedures deemed most appropriate over time as provided for by internal procedures, at least quarterly, and in any case on the occasion of the meetings of the Board, on the activities carried out, on the general performance of operations and on the outlook, as well as on the most important economic, financial and capital transactions, or in any case those of greater importance due to their size or characteristics, carried out by the Company and its Subsidiaries. They shall also report on transactions in which they have an interest, either on their own behalf or on behalf of third parties.

8. Independent Directors and Lead Independent Director

1. Director succession and self-assessment

   In accordance with Principle XIII of the Corporate Governance Code, the Board of Directors ensures, to the extent of its competence, that the process of appointment and succession of Directors is transparent and functional to achieve optimal composition of the Board.

   To this end, the Board of Directors periodically carries out Board evaluation activities and has approved a succession plan for the Chief Executive Officer, described in more detail below.

   It should be noted that during the year, and in view of its most recent renewal, the Board of Directors did not express guidance to the shareholders on the quantitative and qualitative composition deemed optimal, as a company with concentrated ownership.

   BOARD EVALUATION

   Article 4.1 of the Regulation of the Board of Directors establishes that the Board shall provide, at least every three years, an assessment of the size, composition and actual functioning of the Board itself and of any Committees established and of the activities carried out by the Board and the Directors within it. The Board also analyses the effectiveness of the system of delegated powers and the adequacy of information flows by the bodies with delegated powers, also considering their role in defining strategies and monitoring management performance and the adequacy of the internal audit and risk management system. Upon completing this review, the Board identifies or recommends, where appropriate, any improvement actions in order to optimise the efficiency of administrative action.

   On 26 March 2026, the Board of Directors approved the results of the Board Evaluation for the 2025 financial year. The exercise, conducted between December 2025 and February 2026 with the support of Heidrick & Struggles and the involvement of the Nominations and Remuneration Committee, consisted of individual interviews with all the Directors, the completion of an online questionnaire, a review of the relevant documentation, and a light peer review session. The scope of the evaluation focused on the Board of Directors and its internal committees, analysing their composition, functioning, interaction dynamics and key governance, risk and sustainability controls.

   The results of the Board Evaluation activity were summarised in aggregate form in a specific Report, examined by the Nomination and Compensation Committee and, subsequently, by the Board of Directors. The overall assessment is highly positive: the Board is perceived

   as cohesive, competent and mature in the performance of its guidance and oversight functions, with a progressively improving effectiveness and quality of its interaction with management, and a strong ability to oversee decision-making processes, risk profiles and stakeholder engagement.

   From an organisational and procedural perspective, the structure of the Board's work, the quality of its agendas, the clarity of its decision-making process and the timing of its decisions are assessed as stabilising factors. Meetings are well managed and focused; the documentation is deemed adequate to enable informed resolutions, and the support provided by the Secretariat, including in terms of minute-taking, ensures continuity, traceability and compliance with market best practices.

   The composition of the Board is considered balanced, with a size appropriate to the complexity of the Group, an effective mix of skills in the areas of governance, finance and control, and managerial experience, as well as an appropriate number of independent Directors. From a developmental perspective, the opportunity was highlighted to further strengthen expertise in the areas of innovation and technological transformation, as well as to enhance sectoral managerial verticality.

   The Board's atmosphere and the quality of its interactions represent a further strength: the Board operates in an environment of respect for roles, mutual openness and listening, and collaboration, where discussion primarily takes the form of requests for clarification, questions seeking further detail, and analysis of decision-making trade-offs. The light peer review exercise confirmed these positive dynamics.

   The role of the Chairperson of the Board is particularly valued, and is recognised as a key factor in ensuring balance, the quality of discussions and the overall effectiveness of the Board's work. Leadership is perceived as authoritative and inclusive, characterised by the orderly management of the agenda, the effective conduct of discussions, and a consistent commitment to encouraging the participation of all Board Members, as well as by a balanced dialogue with management that avoids information overload.

   The relationship between the Board, the Chief Executive Officer and management is assessed as collaborative and functional, based on a clear division of roles and a climate of mutual trust. The Chief Executive Officer is unanimously recognised as having in-depth knowledge of the business and as a central figure in the formulation and implementation of growth strategies; the direct participation of management in Board meetings is also valued.

   With regard to areas for improvement, various evolutionary development opportunities were identified, including: (i) further enhancing structured opportunities for forward-looking strategic analysis of medium- to long-term scenarios, strategic alternatives and emerging risks; (ii) making the existing practices relating to the development, succession and retention of human capital even more systematic and traceable; (iii) continuing to strengthen the focus on the key market drivers, including top-line growth, competitive benchmarks and market communication, including through greater selective involvement of the front-line sales and operational teams in the Board's activities.

   CONTINGENCY PLAN

   On 16 December 2022, the Board of Directors, in accordance with Recommendation 24 of the Corporate Governance Code, at the proposal of the Nomination and Compensation

   Committee, approved a contingency plan, which describes the procedures to manage the succession of the Chief Executive Officer in the event of early termination of office or permanent impediment to the performance of duties (the "Contingency Plan"), and subsequently drafted the method to be applied to a more structured Succession Plan.

   The Contingency Plan defines a specific system of ad interim powers to manage the transitional period of absence of the CEO. The Board of Directors relies on this procedure to manage said event in a structured manner, notifying the market of the implementation of the Contingency Plan and ensuring continuity of management.

   In particular, in the event of early termination of office of the CEO or permanent inability to perform related duties, the Chair of the Board of Directors shall convene the Board of Directors within 24 (twenty-four) hours.

   The Board, having met, will assign the office of Chief Executive Officer ad interim and grant the relevant powers to another Director, to be selected preferably from among those already holding operational powers, or to a key manager who is able to guarantee the continuity and management of the company's activities in line with the Group's strategic plan.

   Following this, the Nomination and Compensation Committee, also availing itself of a consultancy firm specialised in the sector, activates a preliminary investigation, during which particular importance is given to any contingency tables defined internally within the Company, and assesses the adequacy of internal contingency profiles. The Nomination and Compensation Committee then proceeds to make proposals to the Board of Directors regarding the identification of the person deemed most suitable to hold the position of Chief Executive Officer.

   Lastly, the Contingency Plan provides that in the event of the early termination of office of the other executive directors, the relevant powers shall be exercised ad interim by the CEO.

   On 12 October 2023, the Nomination and Compensation Committee acknowledged an update to the Succession Plan and Contingency Plan, both focusing on the Company's top management, of which the Board of Directors was subsequently informed at the meeting of 9 November 2023.

   During 2025, no changes were made to the Succession Plan currently in force.

2. Nomination and Compensation Committee

1. Remuneration of Directors

   The Board of Directors, with the support of the Nomination and Compensation Committee, evaluates the remuneration policies with due attention, within the framework of the directives established by the Shareholders' Meeting and consistently with the principles and criteria defined in the remuneration policy, paying specific attention to the pursuit of the Company's sustainable success and the need to have, retain and motivate people with the skills and professionalism required by the role held in the Company.6

   For the information in this Section, please refer to the Report on Remuneration, which is available at the Company's registered office and on the Company's website www.gvs. com, in the Governance section.

2. Remuneration Committee