Moncler S p A : Report on Corporate Governance and Ownership Structure for 2025 (Report GOVERNANCE 2025 ENG)

Report on corporate governance

and ownership structure

NIONCLER

Registered office: Milan, Via Stendhal, no. 47 - Share capital: Euro 54,961,190.80 fully paid-in. Registered with the Milan Companies Register, tax code and VAT number 04642290961 - REA no. 1763158

Prepared pursuant to Art. 123-bis

of Legislative Decree no. 58 of 24 February 1998 relating to the Fiscal Year 2025

Approved by the Board of Directors on 19 February 2026

Published on the website www.monclergroup.com, under Sections "Governance/Shareholders'

Meeting" and "Governance/Documents and Procedures"

GLOSSARY 5

1. PROFILE OF THE ISSUER 7

2. INFORMATION ON OWNERSHIP STRUCTURES 9

3. COMPLIANCE 13

4. BOARD OF DIRECTORS 13

5. MANAGEMENT OF CORPORATE INFORMATION 44

6. BOARD COMMITTEES 45

7. BOARD SELF-ASSESSMENT AND SUCCESSION PLANNING 46

8. REMUNERATION OF DIRECTORS AND NOMINATION AND REMUNERATION COMMITTEE 48

9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL, RISKS AND SUSTAINABILITY COMMITTEE 49

1. INTERESTS OF DIRECTORS AND RELATED PARTY TRANSACTIONS 67

2. BOARD OF STATUTORY AUDITORS 69

3. RELATIONS WITH SHAREHOLDERS AND OTHER STAKEHOLDERS 78

4. SHAREHOLDERS' MEETINGS80

5. ADDITIONAL CORPORATE GOVERNANCE PRACTICES AND STRATEGIC COMMETTEE 83

6. CHANGES SINCE THE END OF THE FISCAL YEAR 83

7. CONSIDERATIONS ON THE LETTER SENT BY THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE ON 18 DECEMBER 2025 84

TABLE 1: INFORMATION ON CORPORATE STRUCTURES 86

‌1Unless otherwise specified, the following definitions included in the CG Code shall also be deemed to apply: directors, executive directors, independent directors, significant shareholder, chief executive officer, board of directors, control body, business plan, concentrated ownership company, large company, sustainable success, top management.

1. ‌PROFILE OF THE ISSUER
   1. INTRODUCTION

      Moncler S.p.A. (Moncler or the Company) is a joint stock company whose Shares have been listed on Euronext Milan (formerly Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. (Borsa Italiana) since 16 December 2013. Moncler has been part of the FTSE MIB index of Borsa Italiana since 24 March 2014. As of the date of this Report, the Company's market capitalization amounts to approximately Euro 15 billion.

   2. MONCLER GROUP

      The Moncler Group was established on 1 April 2021 and, with its two brands - Moncler and Stone Island - represents the expression of a new concept of luxury, that goes beyond conventions and is constantly in pursuit of uniqueness, creativity and innovation. While supporting the individual brands through shared corporate expertise and services, the Moncler Group aims to preserve each brand's identity, keeping them strongly independent and rooted in authentic distinctive traits and a strong bond with their respective communities, while continuously drawing inspiration from the worlds of art, culture, and sport.The Group operates in all major international markets, distributing the collections of its brands in more than 70 countries through directly operated physical and digital stores, as well as through selected multi-brand retailers, department stores and e-tailers.

      Moncler

      Moncler is present in all major markets through both the DTC (Direct-To-Consumer) channel, consisting of directly operated mono-brand stores (Directly Operated Stores, DOS), the online store, and e-concessions, and the wholesale channel, represented by multi-brand retailers, shop-in-shops (SiS) within luxury department stores and major airports, as well as online platforms specializing in the sale of luxury goods (e-tailers). Moncler's strategy is focused on maintaining control over distribution, whether retail, wholesale, or digital, through a direct organizational structure. As of 31 December 2025, the network of mono-brand Moncler boutiques counts 295 directly operated retail stores (DOS) and 49 mono-brand wholesale stores.

      Stone Island

      The Stone Island brand is distributed globally through both the wholesale channel and a direct-to-consumer (DTC) presence. The brand is currently present in the world's leading department stores, including with dedicated spaces (shop-in-shops), in top multi-brand boutiques, and in major e-tailers, in addition to having developed a network of directly operated mono-brand stores and the online store. As of 31 December 2025, the Stone Island mono-brand store network consists of 95 directly operated stores (DOS) and 11 mono-brand wholesale stores (shop-in-shops).

   3. CORPORATE GOVERNANCE SYSTEM

      For Moncler, the corporate governance system plays a central role in ensuring the clear and responsible conduct of the Group's operations, contributing significantly to the creation of sustainable value over the medium to long term for both Shareholders and all stakeholders, in compliance with the best principles of social responsibility applicable in all countries in which the Group operates.

      This system is structured in accordance with the principles and recommendations of the CG Code, to which Moncler adheres, as well as with the laws and regulations governing Italian listed companies, and is based on four pillars:

      1. the central role of the management and control bodies;

      2. the transparency of management decisions;

      3. the careful and diligent monitoring of related party transactions and handling of inside information; and

      4. compliance with the values set out in the Code of Ethics and in corporate policies, together with the effectiveness and efficiency of the ICRMS.

      Moncler has adopted the traditional Italian management and control system divided into two

      corporate bodies appointed by the Shareholders' Meeting:

      1. a Board of Directors (currently composed of 15 members, of whom 3 are Executive and 12 are Non-Executive, including 8 Independent), which is vested with management powers pursuant to the law and the Bylaws. The role of the Board of Directors- referred to in Paragraph 4 of this Report - is central for Moncler in order to pursue its sustainable success over time, ensure the development of innovation, strategic planning, and control processes in the interest of all its stakeholders and Shareholders, with whom it is committed to fostering an ongoing and constructive dialogue; and

      2. a Board of Statutory Auditors, entrusted with supervisory functions, including oversight of management and compliance with the law and the Bylaws.

      The statutory audit of the Company's accounts is carried out by an external audit firm, registered in the relevant Register: the Shareholders' Meeting held on 22 April 2021 appointed Deloitte&Touche S.p.A. (Deloitte) for the nine-year period 2022-2030, following a selection process coordinated by the Board of Statutory Auditors.

      The Board of Directors, taking into account the CG Code's recommendations, set up two internal board committees with proposing, advisory, and inquiry functions: the Control, Risks and Sustainability Committee and the Nomination and Remuneration Committee. The Board also established a third internal board committee, the Related Parties Committee, in accordance with the RPT Regulation and the RPT Procedure.

      The Executive Chairman, Remo Ruffini, is assisted by an internal Strategic Committee with an advisory role in defining the Group's strategies, thereby ensuring consistency and the sharing of Moncler's founding values. The Strategic Committee's areas of responsibility include the review of the Business Plan, the Strategic Sustainability Plan, and all strategic decisions, including, by way of example, those relating to the development of the distribution network, marketing plans, investments, entry into new markets, and environmental and social initiatives.

      Within the ICRMS adopted by Moncler, a Supervisory Body (composed of three members, two of whom are external, including the Chairman) has been established with the task of overseeing the effectiveness and adequacy of Moncler's internal control mechanisms, as well as the organizational and management model adopted by the Company pursuant to Legislative Decree no. 231/2001 (the 231 Model), and reporting on its implementation. In addition to the Supervisory Body, other key players within the ICRMS include, among others, the Corporate Affairs & Compliance Function (which operates as a second-level control function), the Internal Audit Department (which operates as a third-level control function), the Director in Charge of the ICRMS, the Control, Risks and Sustainability Committee, and the Board of Statutory Auditors.

      The values set out in the Code of Ethics commit all employees to ensuring that the Group's activities are carried out in compliance with applicable laws and regulations and with the internal procedures adopted by the Group, within a framework of fair competition, and with honesty, integrity, and fairness, with respect for the legitimate interests of Shareholders, employees, customers, suppliers, commercial and financial partners, as well as the communities in the countries in which the Moncler Group operates.

      Secondly, Moncler has developed and adopted an anti-corruption model which, inter alia, includes a regulatory review of corruption-related offences in the countries in which the Company operates, identifying the areas and business processes most exposed to corruption risk. Specifically, an anti-corruption policy has been defined and applies to each company

      within the Moncler Group; it sets out responsibilities for monitoring regulatory changes, the controls in place to mitigate risk, training activities, audit activities, and the management and reporting of non-compliance cases.

      The Issuer does not qualify as a "SME" (small and medium sized enterprise) pursuant to Article 1, Paragraph 1, letter w-quarter.1) of the Consolidated Law on Finance and Article 2-ter of the Issuers' Regulation.

      It is specified that the Issuer qualifies as "large company" pursuant to the CG Code and does not qualify as "company with concentrated ownership" pursuant to the CG Code.

      Finally, Moncler, as parent company, carries out activities relating to the direction of the Company's and Group's strategy and performs management and coordination activities pursuant to Articles 2497 et seq. of the Italian Civil Code, over the Italian companies belonging to Moncler Group and controlled by it, by setting out medium-long term strategies in terms of (i) economic and financial results, (ii) business and investment targets and (iii) commercial and marketing policies.

   4. SUSTAINABILITY

      The Moncler Group has long been committed to creating sustainable long-term value for the benefit of all its stakeholders.

      The Sustainability Unit is responsible for proposing the Group's sustainability strategy, which is subsequently reflected in the Sustainability Plan, as well as for identifying, promptly escalating to senior management and managing, in collaboration with the relevant Functions, the impacts, risks and opportunities related to sustainability matters. These include, among others, climate change, biodiversity, circular economy, respect for human rights, customer focus, support for local communities, as well as the identification of areas and improvement projects, thereby contributing to the creation of long-term value.

      The Sustainability Unit is also responsible for the preparation of the Consolidated Sustainability Reporting and for promoting a sustainability culture throughout the Group. In coordination with the Corporate Affairs & Compliance and Investor Relations Functions, the Unit fosters dialogue with stakeholders, including institutional investors, and responds to information requests from sustainability rating agencies.

      Sustainability-related documentation, including the Consolidated Sustainability Reporting and the assessments issued by sustainability rating agencies in respect of the Moncler Group, is available on the Company's website at https://www.monclergroup.com, under the sections "Sustainability/Reports" and "Sustainability/Ratings and Certifications".

2. ‌INFORMATION ON OWNERSHIP STRUCTURES
   1. CAPITAL STRUCTURE

      As of the date of this Report the share capital results as subscribed and paid-in for Euro 54,961,190.80, consisting of 274,805,954 ordinary Shares without nominal value.

      The shareholding structure of Moncler at the date of this Report is composed as follows.

      
      
      

      As of the date of the Report, the Company has not issued any financial instruments granting the right to subscribe for newly issued Shares, and there are no share-based incentive plans involving increases in share capital because the plans in place as of the date of the Report are serviced by treasury Shares.

      See also Table 1 in the appendix.

   2. RESTRICTIONS ON THE TRANSFER OF SECURITIES

      The Bylaws do not provide for any restrictions on the free transfer of the Shares nor limits on the ownership of such, nor are there any consent clauses for purchasing shareholding in Moncler's share capital.

   3. SIGNIFICANT HOLDINGS IN THE SHARE CAPITAL

      The significant holdings in Moncler's share capital, whether held directly or indirectly, as resulting from the notifications received by the Company pursuant to Article 120 of the Consolidated Law on Finance as of 31 December 2025 are set out in Table 1 in the appendix.

   4. SECURITIES WITH ANY SPECIAL RIGHTS

      Except as indicated below, no shares granting special control rights have been issued, nor are there any holders of special powers pursuant to the laws or Bylaws currently in force.

   5. EMPLOYEE SHARE OWNERSHIP: MECHANISM FOR THE EXERCISE OF VOTING RIGHTS

      As of the date of this Report, the 2024 Performance Shares Plan approved by the

      Shareholders' Meeting on 24 April 2024 is in force.

      It is also noted that two new plans, named "2026 Performance Shares Plan" and "2026 Restricted Performance Shares Plan", will be submitted for approval to the Shareholders' Meeting convened for 21 April 2026.

      These plans (a) do not provide for the allocation of voting rights to parties other than the relevant beneficiaries, nor particular mechanisms for the exercise of voting rights; (b) are described in the Remuneration Report that will be submitted to the Shareholders' Meeting

      convened for 21 April 2026, as well as the disclosure documents prepared pursuant to Article 114-bis of the Consolidated Law on Finance and Article 84-bis of the Issuers' Regulations, available on the Company's website www.monclergroup.com under Sections "Governance/Remuneration" and "Governance/Shareholders' Meeting".

   6. RESTRICTIONS ON VOTING RIGHTS

      There are no restrictions on voting rights.

   7. SHAREHOLDERS' AGREEMENTS

      As of the date of the Report, the Company is aware of an agreement containing provisions ascribable to shareholders' agreements pursuant to Article 122 of the Consolidated Law on Finance, namely the shareholders' agreement (the Shareholders' Agreement) executed in the context of the transaction announced to the market on 26 September 2024 whereby Ruffini Partecipazioni Holding S.r.l. (RPH), the holding company of Remo Ruffini (RR), entered into a partnership with LVMH Moët Hennessy Louis Vuitton S.E. (LVMH). The Shareholders' Agreement was executed at the same time as the Investment Agreement (as defined below), which contained certain shareholders' agreement provisions whose effectiveness subsequently ceased.

      In particular, on 26 September 2024 (the Relevant Date), RPH and, for certain specific provisions, RR, on the one hand, and a newly established corporate vehicle, White Investissement SAS (White), and, for certain other specific provisions, LVMH, on the other hand, entered into an investment agreement (the Investment Agreement) concerning Double R S.r.l. (DR), the investment vehicle controlled by RPH, and aimed at governing, among other things, the purchase by White of a quota representing 10% of DR's corporate capital held by RPH (completed on the Relevant Date), as well as the terms and conditions for the acquisition of additional ordinary Shares of Moncler by DR.

      Also on the Relevant Date, (i) RPH and, for certain specific provisions, RR, on the one hand,

      (ii) White and, for certain other specific provisions, LVMH, on the other hand, and (iii) for certain further specific provisions, DR, on yet another hand, have entered into the Shareholders' Agreement to regulate their respective relationships, rights and obligations as shareholders of DR and indirect Shareholders of Moncler.

      Following the completion of the acquisition by DR of Moncler Shares (and the execution of the final capital increase of DR in favour of White) as provided for in the Investment Agreement, the shareholders' agreement provisions set out therein ceased to be effective on 11 September 2025.

      The other provisions contained in the Investment Agreement, as well as the shareholders' agreement provisions contained in the Shareholders' Agreement, remain in force in accordance with their respective terms and conditions.

      For the content of the shareholders' agreements contained in the Shareholders' Agreement, please refer to the essential information published, pursuant to Article 130 of the Issuers' Regulation, on Moncler's website at https://www.monclergroup.com under Section "Governance/Documents and Procedures".

   8. CHANGE OF CONTROL CLAUSES AND PROVISIONS ON PUBLIC TENDER OFFERS IN THE BYLAWS

      In the ordinary course of their business, Moncler and its subsidiaries Industries S.p.A. (Industries) and Sportswear Company S.p.A. (SPW or Stone Island) are parties to certain commercial lease agreements and joint venture agreements which, as is customary market practice for similar agreements, include clauses that, if triggered, grant each party the right to terminate or amend such agreements in the event of a change of control of one of the parties.

      The Bylaws do not derogate from the application of the passivity rule within the meaning of Article 104, Paragraphs 1 and 1-bis, of the Consolidated Law on Finance and do not prescribe the application of the neutralisation rules contemplated by Article 104-bis, Paragraphs 2 and 3, of the Consolidated Law on Finance.

   9. DELEGATED POWERS TO INCREASE SHARE CAPITAL AND AUTHORISATIONS TO PURCHASE TREASURY SHARES
   Delegated Powers to increase the share capital

   As of the date of the Report, there are no delegated powers in place to increase share capital. Please note that pursuant to Article 7 of the Bylaws, the Company may issue equity financial instruments, but the Shareholders' Meeting did not grant any power to the Board of Directors.

   Purchase and disposition of treasury shares

   On 16 April 2025, the Ordinary Shareholders' Meeting revoked, for the unexecuted portion, the authorization to the purchase and the disposal of the ordinary Shares granted by the resolution of the Shareholders' Meeting on 24 April 2024 and, at the same time, resolved to authorize the purchase of treasury Shares, on one or more times, for a period not exceeding 18 months, subject to the terms and conditions set out in detail in the Shareholders' resolution.

   At the date of the Report, the Company holds no. 3,207,654, treasury Shares, equal to 1.2% of the share capital.

   Please note that a proposal will be submitted to the Shareholders' Meeting convened for 21 April 2026, to revoke, for the unexecuted part, the authorization to purchase and dispose of ordinary Shares granted by resolution of the Shareholders' Meeting held on 16 April 2025 and, at the same time, to authorize the purchase of treasury Shares, on one or more occasions, for a period not exceeding 18 months.

   1. MANAGEMENT AND COORDINATION ACTIVITIES (PURSUANT TO ARTICLES 2497 ET SEQ. OF THE ITALIAN CIVIL CODE)

      The Company, controlled de facto indirectly by Remo Ruffini, by means of RPH, (a company incorporated under the laws of Italy, whose corporate capital is held 100% by Remo Ruffini) and DR (a company incorporated under the laws of Italy, indirectly controlled by Remo Ruffini through RPH), is not subject to management and coordination, according to the evaluation of the relevant requirements by the Board of Directors. The Company is also the holding of the Moncler Group.

      The assumption of Article 2497-sexies of the Italian Civil Code does not apply (and shall, therefore, be considered as superseded) in light of the fact that RPH carries out activities as holding of participations and financial investments; RPH does not carry out management and coordination activities vis-à-vis Moncler or its subsidiaries.

      In particular, the Board of Directors has deemed that no management and coordination activity is carried out by RPH in light of the following:

      1. RPH does not draft nor approves industrial, financial, strategic plans and does not approve the budget relating to Moncler;

      2. RPH is not involved in the definition of commercial or market strategies of Moncler;

      3. RPH does not issue any directive or instruction to Moncler or its controlled companies in relation to financial or credit matters, or in relation to its counterparties or any extraordinary transaction;

      4. RPH is not required to provide its prior consent in relation to investment transactions of Moncler or its controlled companies; and

      5. Moncler has never adopted, nor does it apply, any policies, regulations, or

         organizational charts upon instructions of RPH.

         As discussed in Paragraph 1 above of this Report, the Company exercises management and coordination, pursuant to Articles 2497 et seq. of the Italian Civil Code, over the Italian companies belonging to the Moncler Group and its direct and indirect subsidiaries by setting out their medium- to long- term strategies in terms of economic and financial results, business and investment targets and commercial and marketing policies.

         More generally, Moncler, as the parent company, carries out activities relating to the direction of the Company's and the Group's business strategies, owns the Moncler and Stone Island trademarks, defines the policies for the management of the trademarks owned by the Moncler Group, and determines the Group's communication activities with reference to communication and marketing strategies, from the presentation of new collections through to retail and wholesale sales activities.

         * * *

         In conclusion, it is hereby stated that:

         1. the information required by Article 123-bis, Paragraph 1, letter i) of the Consolidated Law on Finance regarding "agreements between the company and the directors […] which provide for an indemnity in the event of resignation or dismissal without just cause or if their employment relationship ceases as the result of a public tender offer" is contained in the Remuneration Report prepared and published pursuant to Article 123-ter of the Consolidated Law on Finance to which reference is made in Paragraph

            8.1 of this Report, dedicated to Directors' Remuneration; and

         2. the information required by Article 123-bis, Paragraph 1, letter l) of the Consolidated Law on Finance regarding "the rules applicable to the appointment and replacement of directors […] if different from the legislative and regulatory rules applicable by way of supplement" is described in Paragraph 4.2 of this Report concerning the Board of Directors.

3. ‌COMPLIANCE

   Moncler adheres to the CG Code, in force at the date of the Report and applicable as of 1 January 2021, which is accessible to the public on the website of the Corporate Governance Committee on the page:

   https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf

   Moncler implemented, where possible, all the CG Code recommendations. In this Report -based on the principle of "comply or explain" which underlies the CG Code - reference is made to any and all recommendations the Company (up to date) has deemed not yet to comply with, either wholly or partially explaining how the referred principle or recommendation was disregarded and what benefits it brought to the Group in governance terms.

   Neither the Company nor its subsidiaries are subject to non-Italian laws which might affect Moncler's corporate governance structure.

4. ‌BOARD OF DIRECTORS
   1. ROLE OF THE BOARD OF DIRECTORS

      Moncler's Board of Directors plays a key role in strategic guidance, which is not limited to defining the Company's strategic plans and organisational structures and its values and standards, but is characterised by its constant commitment to ensuring the creation of longterm value and pursuing sustainable success:

      1. promoting sustainable growth in the medium - long term that takes into account the social and environmental aspects that impact on its business, through an adequate control and risk management system, including sustainability risks;

      2. ensuring maximum transparency towards the market and investors; and

      3. paying particular attention to significant changes in business prospects, as well as to risk situations to which the Company is exposed.

      In addition to the powers conferred by the law and the Bylaws, the Board has exclusive responsibility for the most important decisions from an economic and strategic standpoint and in terms of their impact on management, i.e., those functional to the exercise of monitoring and direction of the Company and the Group.

      The Board of Directors, in accordance with Recommendation 1 of the CG Code:

      1. reviews and approves the Business Plan of the Company and the Group, under which the corporate strategic objectives and the actions necessary to their achievement are defined, consistently with the chosen level of risk exposure, with a view of promoting the sustainable success of the Company and the Group;

      2. periodically monitors the implementation of the Business Plan, as well as assesses the general performance of management, 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 assessments all risks that may be relevant to the Company's pursuit of sustainable success;

      4. defines the Company's corporate governance system and the Group's structure that is most functional for the management of the Company's business and the pursuit of its strategies, within the limits provided by applicable laws and regulations and by the Bylaws. Where appropriate, it evaluates and promotes convenient changes to the corporate governance system, submitting them to the Shareholders' Meeting, if competent;

      5. assesses the adequacy of the organisational, administrative and accounting structure of the Company and its strategically important subsidiaries, with particular reference to the ICRMS, ensuring that risks including sustainability risks are properly identified, measured, managed, and monitored;

      6. approves transactions of the Company and its subsidiaries that may have a significant impact on the Company's strategies, profitability, assets and liabilities or financial position, establishing the general criteria for identifying material transactions;

      7. adopts a procedure for the internal management and external disclosure of documents and information concerning the Company, with particular reference to inside information; and

      8. it also promotes, in the most suitable forms, dialogue with Shareholders and other stakeholders relevant to the Company.

         The Board of Directors plays a central role in defining sustainability policies and strategies, identifying short- and medium-term objectives and verifying the related results, which are also presented to the Shareholders' Meeting.

         With regard to these issues, the Board of Directors, with the help of the Control, Risks and Sustainability Committee, examines and approves, among other things:

         1. the sustainability strategic guidelines and the related action plan (the Sustainability Plan), which includes short-term and medium- to long-term objectives linked to the impacts, risks and opportunities that are relevant for the Group; the Board of Directors is also informed, at least on a semi-annual basis, of the progress status of the projects comprising the Sustainability Plan;

         2. the social and environmental policies;

      1. the Consolidated Sustainability Reporting and, at least annually, the results of the double materiality assessment, carried out in accordance with the European Sustainability Reporting Standards;

      2. the Remuneration Policy, which provides, among other things, for the integration of sustainability objectives in the remuneration system (both short and medium/long-term) and the consequent alignment of Top Management's remuneration with the Moncler's sustainability strategy. In this regard, please refer to the Remuneration Report available on Moncler's website https://www.monclergroup.com, in the Section "Governance/Shareholders' Meeting".

      In addition, the Board of Directors is informed periodically with regard to Risk Management activities, which include the assessment of the main risks to which the Group is exposed, including those related to climate change which are evaluated in accordance with the recommendations set out in the Task Force on Climate-related Financial Disclosures (TCFD), which have been reviewed in advance by the Control, Risks and Sustainability Committee.

      For information regarding the powers assigned to the Board, please refer to the following Paragraphs: (i) on composition and operation of the Board: Paragraphs 4.3 and 4.6; (ii) regarding appointment and self-evaluation: Paragraphs 4.2 and 7.1; (iii) regarding Remuneration Policy: Paragraph 8.1; (iv) regarding ICRMS: Paragraph 9; and (v) regarding dialogue with Shareholders Paragraph 12.

   2. APPOINTMENT AND REPLACEMENT

      The appointment and replacement of Directors are governed by current legislation, as transposed and supplemented, within the limits permitted, by the Bylaws.

      Set out below is a summary of the Bylaws provisions in force as at the date of this Report.

      Composition and appointment

The Company is managed by a Board of Directors consisting of a minimum of 7 and a maximum of 15 members. The Shareholders' Meeting determines the number within the aforementioned limits. Directors are appointed for a period of 3 years, or for the period, in any case not exceeding 3 years, established at the time of appointment, and are eligible for reappointment.

Appointment as a Director is subject to meeting the requirements established by the law, the Bylaws and other applicable provisions, including the provisions of the CG Code.

The Directors are appointed by the Shareholders' Meeting in compliance with the pro tempore regulations concerning gender balance, on the basis of lists submitted by the Shareholders in which the candidates, no more than 15 in number, and having the normative and regulatory requirements, must be listed by assigning a progressive number.

Lists presenting a number of candidates equal to or greater than 3 must be composed of candidates belonging to both genders, in accordance with the applicable pro tempore discipline pertaining to gender balance.

The allocation criterion provided for by Article 147-ter, Paragraph 1-ter, of the Consolidated Law on Finance (i.e., a quota reserved for the least represented gender equal to at least two-fifths with application of the rounding up criterion) was applied when renewing the Board of Directors in office as of the date of the Report. Specifically, taking into account the aforementioned provision, the Shareholders' Meeting of 16 April 2025, appointed 15 Directors, 9 men and 6 women.

The majority of the members of the Board of Directors must meet the independence requirements established by law or regulatory provisions and the CG Code.

Lists must be filed at the registered office and published in accordance with current regulations.

The Bylaws do not provide for any independence requirements other than those prescribed by current statutory and regulatory provisions and the provisions of the CG Code, nor do they provide for honorability requirements other than those prescribed by current statutory and regulatory provisions. The Bylaws do not provide professionalism requirements for assuming the office of Director.

List vote

Each Shareholder may submit or concur in the submission of only one list and each candidate may appear on only one list under penalty of ineligibility.

The Bylaws contain no provision under which the outgoing Board of Directors is given the power to submit a list of candidates.

Shareholders who, alone or together with other Shareholders, hold the minimum shareholding threshold in the share capital established by Consob through regulation are entitled to submit lists.2

Together with each list, declarations must be filed by individual candidates which accept their candidacy and certify the non-existence of causes of ineligibility and incompatibility, as well as the existence of the requirements prescribed by the regulations. Along with the declarations, a curriculum vitae must also be filed for each candidate regarding personal and professional characteristics with any indication of eligibility to qualify as independent.

Lists which do not comply with the above requirements are considered as not submitted.

Voting and election

Each eligible voter may vote for only one list.

In the event of the appointment of a Board of Directors consisting of between 7 and 12 members, upon completion of the voting, the candidates from the two lists which received the highest number of votes shall be elected in accordance with the following criteria:

In view of the renewal of the Board of Directors resolved by the Shareholders' Meeting of 16 April 2025, on 13 February 2025 the Board of Directors in office as of that date approved, following review by the Nomination and Remuneration Committee, a new version of the policy on diversity in the composition of the Board of Directors and the Board of Statutory Auditors (the Diversity Policy), originally adopted on 18 December 2018 (and subsequently updated on 24 February 2022). The Diversity Policy was therefore applied to the Board currently in office.

The Diversity Policy is meant, among other things, to guide the submissions of candidacies by the Shareholders upon appointment of the entire Board of Directors, ensuring on that occasion that the composition of the Board itself is aligned with diversity criteria.

The Diversity Policy contains guidelines and recommendations with respect to the composition of its corporate bodies so that it is appropriate to the size, position, complexity and specificity of the sector in which Moncler operates. In addition, the Diversity Policy, in continuity with the previously adopted policy, states the objective, which is in line with the stakeholders' expectations and in compliance with the cornerstones on which the corporate governance system is based on and with the values of the Code of Ethics, of creating the necessary conditions for its management and supervisory bodies to exercise their duties in the most effective and lawful manner, through decision-making processes that express a number of qualified and diverse contributions.

For the purposes of the adoption of the Diversity Policy, Moncler carried out an analysis and evaluation of the composition of its corporate bodies focusing:

1. on their compliance with legislative and regulatory requirements and with the requirements of the Bylaws, as well as with the recommendations of the CG Code; and

2. on the diversity profiles considered significant and beneficial for the purposes of the abovementioned bodies' composition, in compliance with the cornerstones on which