Safilo S p A : 2025 Report on Corporate Governance and Ownership Structure

About this update from Safilo Group S.p.a.

SAFILO GROUP S.p.A. 2025 REPORT ON CORPORATE GOVERNANCE and OWNERSHIP STRUCTURE pursuant to Article 123- bis of the Consolidated Finance Act ( Italian Legislative Decree No. 58 of 24 February 1998 ) (Traditional management and control model) Approved by the Board of Directors on March 12, 2026 This English document can be found on the Company's Website at the following address: https://www.safilogroup.com/en/ ‌INDEX INDEX 2 GLOSSARY 5 ISSUER'S PROFILE 7 INFORMATION ABOUT OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, CFA) AS AT 31/12/2025 8 Structure of share capital (ex Article 123-bis, paragraph 1, letter a), CFA) 8 Restrictions on transfer of securities (ex Article 123-bis, paragraph 1, letter b), CFA) 8 Significant shareholdings (ex Article 123-bis, paragraph 1, letter c), CFA) 8 Securities carrying special rights (ex Article 123-bis, paragraph 1, letter d), CFA) 9 Employee equity participation: mechanism for exercising voting rights (ex Article 123-bis, paragraph 1, letter e), CFA) 9 Restrictions on voting rights (ex Article 123-bis, paragraph 1, letter f), CFA) 9 The Articles of Association do not establish any restrictions on voting rights 9 Shareholders' agreements (ex Article 123-bis, paragraph 1, letter g), CFA) 9 Change-of-control clauses (ex Article 123-bis, paragraph 1, letter h), CFA) and provisions of the Articles of Associations related to public tender offer (OPA) (ex Article 104, paragraph 1-ter, and Article 104-bis, paragraph 1, CFA) 9 Delegation of power to increase share capital and authorisations to purchase the Company's own shares (ex Article 123-bis, paragraph 1, letter m), CFA) 9 l) Direction and coordination activities (ex Article 2497 and ff., ICC) 10 COMPLIANCE (EX ARTICLE 123-BIS, PARAGRAPH 2, LETTER A), CFA) 11 BOARD OF DIRECTORS 11 ROLE OF THE BOARD OF DIRECTORS 11 APPOINTMENT AND SUBSTITUTION (ex Article 123-bis, paragraph 1, letter l), first part, CFA) 13 MEMBERSHIP (ex Article 123-bis, paragraph 2, letters d) and d)-bis, CFA) 16 Diversity criteria and policy for the composition of the Board of Directors and for the entire organisation 17 Maximum number of offices held in other companies 18 FUNCTIONING OF THE BOARD OF DIRECTORS (ex Article 123-bis, paragraph 2, letter d), CFA) 18 BODIES HOLDING DELEGATED POWERS 21 Chief Executive Officer 21 Chairman of the Board of Directors 21 Reports to the Board from delegated directors/bodies 21 Other Executive Directors 21 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR 21 Independent Directors 21 Lead Independent Director 23 PROCESSING OF COMPANY INFORMATION 23 BOARD OF DIRECTORS' COMMITTEES (EX ARTICLE 123-BIS, PARAGRAPH 2, LETTER D), CFA) 23 SUSTAINABILITY COMMITTEE 24 Functions of the Sustainability Committee 24 SELF-EVALUATION AND SUCCESSION PLANS - NOMINATION COMMITTEE 26 SELF-EVALUATION AND SUCCESSION PLANS 26 NOMINATION COMMITTEE 26 DIRECTORS' REMUNERATION - REMUNERATION AND NOMINATION COMMITTEE 26 DIRECTORS' REMUNERATION 26 REMUNERATION AND NOMINATION COMMITTEE 26 Functions of the Remuneration and Nomination Committee 27 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISK COMMITTEE 28 CHIEF EXECUTIVE OFFICER 30 CONTROL AND RISK COMMITTEE 30 Functions attributed to the Control and Risk Committee 31 DIRECTOR OF THE GLOBAL INTERNAL AUDIT FUNCTION (DIRECTOR GLOBAL INTERNAL AUDIT) 34 ORGANISATIONAL MODEL UNDER LEGISLATIVE DECREE NO. 231/2001 34 INDEPENDENT AUDITORS 36 MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL STATEMENTS ("DIRIGENTE PREPOSTO") AND OTHER RULES AND FUNCTIONS OF THE COMPANY 36 CO-ORDINATION BETWEEN BODIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 36 DIRECTORS' INTERESTS AND RELATED-PARTY TRANSACTIONS 37 Functions attributed to the Transactions with Related Parties 37 Directors' Interests 38 BOARD OF STATUTORY AUDITORS 38 APPOINTMENT AND REPLACEMENT OF STATUTORY AUDITORS 38 COMPOSITION AND PERFORMANCE OF THE BOARD OF THE Statutory AUDITORS (ex article 123-bis, paragraph 2, letterS d) AND D) BIS, CFA) 41 Policy on Diversity (Board of Statutory Auditors) 42 Remuneration 43 Interest management 43 ROLE OF THE BOARD OF STATUTORY AUDITORS 43 RELATIONSHIP WITH THE SHAREHOLDERS AND WITH THE OTHER RELEVANT STAKEHOLDERS 44 ACCESS TO INFORMATION 44 DIALOGUE WITH SHAREHOLDERS AND WITH THE OTHER RELEVANT STAKEHOLDERS 44 SHAREHOLDERS' MEETINGS 45 FURTHER CORPORATE GOVERNANCE RULES (EX ARTICLE 123- BIS , PARAGRAPH 2, LETTER A), SECOND PART, CFA) . 47 CHANGES SINCE THE END OF THE FINANCIAL YEAR 2025 47 CONSIDERATIONS ON THE LETTER OF THE PRESIDENT OF THE CORPORATE GOVERNANCE COMMITTEE 47 TABLES 48 TABLE 1: INFORMATION ABOUT SHARE OWNERSHIP AS AT 31.12.2025 49 TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AS AT THE CLOSING DATE OF THE FINANCIAL YEAR 50 TABLE 3: STRUCTURE OF THE BOARD COMMITTEES AS AT THE CLOSING DATE OF THE FINANCIAL YEAR 51 TABLE 4: STRUCTURE OF BOARD OF STATUTORY AUDITORS THE CLOSING DATE OF THE FINANCIAL YEAR 52 ANNEXES 53 ANNEX 1 54 Main characteristics of existing risk management and internal control systems in relation to the financial reporting process pursuant to Article 123-bis, paragraph 2, letter b) of the CFA 54 ANNEX 2 57 Curricula Vitae of Directors and Statutory Auditors 57 ‌GLOSSARY In this Report, the following terms and expressions, when beginning with a capital letter, shall have the meanings set out below: Articles of Association : the Articles of Association of SAFILO GROUP S.p.A., published on the Company's website; Board of Directors : the Board of Directors of SAFILO GROUP S.p.A.; Board of Statutory Auditors : the Board of Statutory Auditors of SAFILO GROUP S.p.A.; CFA : Italian Legislative Decree No. 58 of 24 February 1998 and its subsequent amendments (the Consolidated Finance Act); Civil Code/ICC : the Italian Civil Code, ICC; Code : the "Corporate Governance Code of listed companies" approved by the Corporate Governance Committee of Borsa Italiana S.p.A. in January 2020; Corporate Governance Committee : the Italian Committee for the Corporate Governance of listed companies, promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria; ESRS : European sustainability reporting principles set out in Commission Delegated Regulation (EU) 2023/2772 of July 31, 2023. EXM: the regulated market Euronext Milan organized and managed by Borsa Italiana S.p.A. Financial Year : the financial year referred to by the Report, which ended on December 31, 2025; Group : the Company and its subsidiary companies, as defined by Article 93 of the CFA and Article 2359 of the ICC; Issuer or Company : SAFILO GROUP S.p.A., parent company of Safilo Group, listed on the regulated market Euronext Milan organized and managed by Borsa Italiana S.p.A. (" EXM "); Issuers' Regulation : Consob Regulation No. 11971 of May 14, 1999, as subsequently amended; Stock Market Rules : the Rules of the Markets organised and managed by Borsa Italiana S.p.A.; Stock Option Plans: the 2017-2020 Stock Option Plan, the 2020-2022 Stock Option Plan and the 2023-2025 Stock Option Plan as described in Section 2 a); Report : this corporate governance report that listed companies are required to prepare pursuant to Article 123- bis of the CFA; Report on the Remuneration : the report on the remuneration policy and on the remuneration paid drafted by the Company pursuant to Article 123- ter of the CFA and Article 84-quater of the Issuers' Regulation; Transactions with Related Parties' Regulation : Consob Regulation No. 17221 of March 12, 2010, as subsequently amended, dealing with transactions with related parties; Website: the Company's Website https://www.safilogroup.com/en . It should be noted that other definitions are included in the text of this Report and that, unless otherwise specified, the definitions of the Code relating to: − Directors; executive directors; independent directors; − significant shareholder; − chief executive officer (CEO); − control body, supervisory body, − business plan; − companies with concentrated ownership; large company; − sustainable success; − top management. In addition, unless otherwise specified, the sections that refer to the content of the relevant ESRSs should also be understood to refer by reference to the definitions in the ESRSs themselves, particularly those related to: lobbying, value chain, affected communities, active and passive bribery, corporate culture, consumers, sustainability statement, employee, discrimination, suppliers, own workforce, impacts, sustainability-related impacts, workers in the value chain, non-employee workers, independent board members, metrics, business model, harassment, target, opportunities, sustainability-related opportunities, administrative, management and supervisory bodies, policy, indigenous peoples, stakeholders, sustainability issues, materiality, risks, sustainability-related risks, end users . ‌ISSUER'S PROFILE This Report includes information required by Article 123- bis of CFA and by regulations in force related to the corporate governance system adopted by the Company as well as to the Company's share ownership. In line with the recommendations of the Code, adopted by the Company, the Report also includes accurate and complete information on how the Company complied with the principles and with the recommendations established in the Code itself. The Corporate Governance model adopted by the Issuer aims to ensure transparent and responsible business operations, significantly contributing to medium and long-term value creation, in compliance with the principles of the Code. The Company adopted the traditional governance system which includes the following corporate bodies: The Shareholders' Meeting : that expresses the wishes of shareholders through resolutions; The Board of Directors : responsible for the Group strategic management in pursuit of the corporate purposes and for supervising the implementation of the strategic guidelines; The Board of Statutory Auditors : responsible for ensuring compliance with the applicable laws and regulations and the articles of association as well as management control. Safilo also engages independent auditors to audit the accounts. The sustainable success is the objective that guides the actions of the Board of Directors (consisting of creating longterm value for the benefit of the shareholders, taking into account the interests of other stakeholders relevant to the Issuer). In the 2023-2027 Group Business Plan, Sustainability has been included as one of the Group's main strategies over the coming years. The sustainability strategic framework includes a list of initiatives to be implemented in the following five-year period (in addition to the sustainability activities being implemented and already in place and disclosed in the Sustainability Statement) including: (i) the increase of number of sustainable models in the new collections; (ii) in line with its participation in The Fashion Pact, the constant reduction of scope 1, 2 and 3 CO2 emissions up to 100% renewable energy; (iii) the improvement of the level of people satisfaction by continuing to ensure the best safety standards; (iv) the improvement of customer satisfaction and the achievement of partnerships with suppliers also on sustainability issues; and (v) the adaptation of corporate systems and processes to accompany the Company on its path to sustainability. Furthermore, reference should be made to Paragraph 8 for details on its integration in the Remuneration Policy and to Paragraph 9 for details on its integration in the internal control and risk management system. The Company has been regularly publishing the Sustainability Statement on a mandatory basis, pursuant to Legislative Decree No. 125 of September 6, 2024, which are available on the Website, among the documentation related to the Shareholder's Meeting ( https://www.safilogroup.com/en/investors/presentations-reports/reports ). Safilo has been included on the list of SMEs Issuers, updated as at January 2026, published by CONSOB on its website at the address https://www.consob.it/web/consob-and-its-activities/smes . The Company falls within the definition of SMEs (Small and Medium-sized Enterprises) as it has not exceeded the capitalization threshold pursuant to Article 1 paragraph 1, letter w-quarter 1 of the CFA and Article 2- ter of the Issuers' Regulation during the past three years (average capitalization from January 1, 2025 to December 31, 2025 was equal to Euro 508.4). Finally, the Company does not qualify as a "large company" as defined under the Code. The Issuer falls under the definition of a concentrated ownership company, since the shareholder HAL Holding N.V. has a majority of the voting rights exercisable at the ordinary shareholders' meeting. ‌INFORMATION ABOUT OWNERSHIP STRUCTURE (pursuant to Article 123- bis , paragraph 1, CFA) AS AT 31/12/2025 ‌Structure of share capital (ex Article 123- bis , paragraph 1, letter a), CFA) As at December 31, 2025, the share capital amounted to Euro 384,905,800.25 divided into No. 415,238,780 ordinary shares without any indication of par value. All shares of the Company are registered, indivisible and freely transferable. They are traded on the regulated market Euronext Milan organized and managed by Borsa Italiana S.p.A. Table 1, which is attached, should be referred to for any further information regarding the structure of share capital. *** For any information in relation to the issuance of shares under the Stock Option Plans and the related share capital increases reference should be made to the content of the Report on the Remuneration, to the informative documents prepared pursuant to Article 84- bis of the Issuers' Regulation, as well as all the documentation relating to the abovementioned Plans, prepared in compliance with current regulations, which are all available on the Website in the Governance section. *** ‌Restrictions on transfer of securities (ex Article 123- bis , paragraph 1, letter b), CFA) There are no restrictions on the transfer of securities, such as, for example, limitations on the ownership of securities or the need to obtain the approval of the Company or of other owners of securities. ‌Significant shareholdings (ex Article 123- bis , paragraph 1, letter c), CFA) On the basis of the information available and notifications received in accordance with Article 120 of the CFA and Article 121 of the Issuer's Regulation the shareholders owning over 5% of share capital, as at December 31, 2025, are represented here below: Declarer No. of Shares % of ordinary share capital % of voting capital HAL Holding N.V. (*) 206,126,958 49.64% 52.58% BDL CAPITAL MANAGEMENT (**) 62,017,088 14.94% 15.82% Treasury shares without voting rights held through the subsidiary Safilo S.p.A. 23,245,488 5.60% 0% (*) Through Multibrands Italy B.V. (**) Through the managed funds BDL REMPART, BDL CONVICTIONS, R PORTFOLIO BDL EUROPEAN EQUITY ALPHA. BDL ENTREPRENEURS. ‌Securities carrying special rights (ex Article 123- bis , paragraph 1, letter d), CFA) The Company has not issued any securities that carry special rights, nor are there any subjects with special powers pursuant to the legislative and statutory provisions in force. It is also pointed out the Company's Articles of Association do not provide for any increasing voting right or multiple voting right mechanism. ‌Employee equity participation: mechanism for exercising voting rights (ex Article 123- bis , paragraph 1, letter e), CFA) There are no particular mechanisms for exercising voting rights in any employee stock ownership plan. ‌Restrictions on voting rights (ex Article 123- bis , paragraph 1, letter f), CFA) ‌The Articles of Association do not establish any restrictions on voting rights. ‌Shareholders' agreements (ex Article 123- bis , paragraph 1, letter g), CFA) The Company has not knowledge of any shareholders' agreement pursuant to Article 122 of the CFA. ‌Change-of-control clauses (ex Article 123- bis , paragraph 1, letter h), CFA) and provisions of the Articles of Associations related to public tender offer (OPA) (ex Article 104, paragraph 1-ter, and Article 104- bis , paragraph 1, CFA) Some licence agreements concluded by the subsidiaries Safilo S.p.A. and/or Safilo USA Inc. provide for the right for the licensor to withdraw from the agreement if certain events occur, such as, for example: (i) changes in control of the subsidiary Safilo S.p.A. or of the Company; (ii) acquisition of a majority equity interest in Safilo S.p.A. or in the Company by a direct competitor of the licensor; or/and (iii) appointment of a representative of the direct competitor of the licensor on the Board of Directors of the subsidiary Safilo S.p.A. or (iv) a significant change in management. The Euro 300 million financing agreement entered into by Safilo S.p.A. in September 2022 with maturity September 2027 provides for the right for the lenders to require the early reimbursement of any outstanding loans together with accrued interests and any other due amounts, if a change of control occurs in the Company or if the Company ceases to own 100% of the voting shares in Safilo S.p.A. With reference to the public tender offers, the Company's Articles of Association do not include any clause in derogation to the provisions related to the passivity rule nor provisions for the breakthrough rule. ‌Delegation of power to increase share capital and authorisations to purchase the Company's own shares (ex Article 123- bis , paragraph 1, letter m), CFA) Furthermore, it should be noted that on June 25, 2025, the subsidiary Safilo S.p.A., following the authorization granted by the shareholders' meeting on April 24, 2025, launched the share buyback program of Safilo Group S.p.A. shares (the "Program"), concerning up to 15,000,000 shares for a total consideration of Euro 18 million. For details regarding the purchases of own shares made in execution of the buy back plan, please refer to the press releases published on the Company's website https://www.safilogroup.com , in the Investor Relations/Shares Information/Share Buy Back section. As at December 31, 2025, counting the shares already in portfolio since the launch of the Programme, the company Safilo S.p.A. possesses a total of 23,245,488 shares of the Company, equal to circa 5.60% of the circulating shares. As at the date of the approval of the present Report there has been no variation compared to December 31, 2025. ‌l) Direction and coordination activities (ex Article 2497 and ff., ICC) In accordance with the international accounting standard IFRS No. 10 HAL Holding N.V. is deemed to have control over the Issuer and, accordingly HAL Holding N.V. is required to consolidate the Company in its consolidated financial statements as from January 1, 2014 (even though the ownership interest of HAL Holding N.V. in the Company is below 50%, see the table under precious subheading c)). However, as the criteria typically defined as significant by the relevant doctrine and by common practice in order to declare a direction and coordination situation by the controlling company are not met, the Company is still deemed not to be subject to the direction and coordination activity (as such activity is defined under Articles 2497 ff. of the ICC) by other entities, including HAL Holding N.V. As a general rule, pursuant to Article 2497 -sexies of the ICC it is presumed that unless it is proved otherwise, a company is deemed to be under the direction and coordination of the entity which is bound to consolidate the same company in its financial statements, such presumption does not apply in case of the Issuer for the following main reasons: the Company continues to autonomously define its general strategic and operative guidelines and to negotiate independently and in fully autonomy with customers and suppliers; its decision-making process is therefore carried out independently from the decision-making process of HAL Holding N.V.; the Company is managed by a Board of Directors the majority of whose members are not members of corporate bodies of HAL Holding N.V. or its subsidiaries. Moreover, the Board of Directors also has a sufficient number of independent directors to ensure that their opinions have a significant impact on the judgment and decisions of the Board of Directors; the Company is not subject to any centralized management approach by HAL Holding N.V. which, indeed, according to the report of its Executive Board, has not developed a central risk management system, thus allowing each investee company, including the Company, to have its own financial structure and be responsible for evaluating and managing its own risks. Moreover, since HAL Holding N.V. (a) has not included the Company in its management reporting system, which monitors the performance of the investee companies, and, therefore, (b) has no instruction rights with respect to the governance of the Company, HAL Holding N.V. will continue to include the financial results of the Company in the segment "quoted interests" of its accounts; although two members of the board of directors of companies controlled by HAL Holding N.V. are also members of the Board of Directors of the Company, the information they periodically obtain in this capacity has never been used - and will never be used - for the preparation of the consolidated financial statements of HAL Holding N.V., so as to preserve confidentiality and to allow the Company to operate independently from any of its shareholders. Accordingly, the risk management and internal control systems of the Company, with respect to financial reporting risks, are neither monitored nor managed by HAL Holding N.V. For the sake of completeness and in the interest of transparency, the consolidation of the Company in the consolidated financial statements of HAL Holding N.V., as requested by the international accounting standard IFRS No. 10, may have a material impact on both companies in terms of accounting reconciliation and consolidation requirements. The Company has therefore agreed with HAL Holding N.V. on certain procedures for the exchange of information, which allow the latter to comply with its (statutory) obligations in preparing its consolidated financial statements on a timely basis, while avoiding any interference with the Company's accounting standards and relevant interpretations, its administrative and accounting system, as well as its internal control system. In order to make the aforesaid exchange of information more efficient and expeditious, HAL Holding N.V. and the Company, among other things, have (a) set up a procedure aimed at ensuring, to the maximum possible extent permitted by accounting laws and regulations applicable to each of them, that their financial statements are based on materially the same accounting policies or, whenever it is not possible to fully converge the accounting principles of the Company and HAL Holding N.V., at making the necessary (accounting) adjustments to the financial statements of the Company to be reflected in the consolidated group reporting of HAL Holding N.V., and (b) agreed to review the effect of any newly issued accounting standards (if any) with the objective to converge, where practically and legally possible, the implementation of these new standards in the financial statements of both the Company and HAL Holding N.V. It is hereby reported that, during 2025, the jointly appointed independent financial expert (the so - called 'Observer'), who had originally been jointly appointed by the two companies in 2014, resigned from his position for personal reasons. Safilo Group S.p.A. and HAL Holding N.V. have deemed not necessary his replacement. Indeed, the Parties considered that the existing information - exchange procedures - which remain fully valid and effective and for which the Observer's role was limited to facilitate the operational flow - have proven over time, and continue to be, a sufficient safeguard to ensure compliance with the IFRS international accounting principles in consolidating N.V. investment in the Company, while at the same time ensuring that the Company's current internal control and risk management system remains free from any external influence (thus also rebutting any presumption of direction and coordination by HAL Holding N.V. over the Company). Furthermore, with reference to Directive (EU) 2022/2523 which adopted at the European level the so-called Pillar 2 regulations (" Pillar 2 Regulations ") developed by OCSE on ensuring a global minimum level of taxation for certain multinational enterprise groups, the Company and HAL Holding N.V. signed a framework agreement in order to regulate the manner of collection, processing and transmission of information deemed relevant to ensure compliance with the Pillar 2 Regulations and specific payment obligations between the parties aimed at neutralizing certain effects that may result from the application of the aforementioned regulations. *** It is specified that the information required by Article 123- bis , first paragraph, letter i) of the CFA relating to directors' indemnities in the event of resignation, dismissal or termination of employment following a takeover bid, is illustrated in the section of the Report dedicated to the remuneration (Section 8). As regards the information required by Article 123- bis , first paragraph, letter l), first part, of the CFA, relating to the rules applicable for the appointment and substitution of directors, if they are different to legislative and regulatory rules, which can in any case be additionally applied, is illustrated in the section of the Report dedicated to the Board of Directors (Section 4). No rules for amendments to the Articles of Association different from legislative and regulatory rules can be additionally applied. ‌COMPLIANCE (ex Article 123- bis , paragraph 2, letter a), CFA) The Company has always adopted all measures deemed necessary and/or appropriate to adapt its corporate governance system to the recommendations of the Corporate Governance Code in the versions in force from time to time. The Code can be viewed on the web site of Borsa Italiana S.p.A. ( https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020-eng.en.pdf ) . In compliance with the regulatory requirements, this Report includes a general description of the corporate governance system adopted by the Company and information of the ownership structure as well as on the adoption of the Code, according to the "comply or explain" principle. *** It is pointed out that neither the Company nor the Group's strategically important subsidiaries are subject to non-Italian legal requirements that influence their corporate governance structure. ‌BOARD OF DIRECTORS ‌ROLE OF THE BOARD OF DIRECTORS The Company is governed by a Board of Directors, which plays a central role in its corporate governance system, in particular in organising, orienting and managing the Company in order to accomplish the corporate purpose, maximise shareholder value over a medium/long term - and also in view of sustainability - and ensure that the expectations of the stakeholders are met. Pursuant to Article 20 of the Articles of Association, the Board of Directors is vested with the widest powers for the ordinary and extraordinary management of the Company without any limitation, except for the matters reserved by law as the prerogative of the Shareholders' Meeting. It is also the Board of Directors' prerogative to pass resolutions regarding (i) mergers in the cases specified in Articles 2505 and 2505- bis of the ICC, (ii) demergers as specified in Article 2505- bis of the ICC, as referred to in Article 2506- ter of the ICC, (iii) the opening or closing of secondary locations, (iv) reduction of the share capital in the event of shareholder withdrawal, (v) amendment to the Articles of Association to comply with regulatory provisions, and (vi) transfer of the Company's registered office to another location in Italy. In particular, pursuant to Regulations of the Board of Directors, the Board of Directors, inter alia : reviews and approves the business plan of the Company and of Safilo Group, also on the basis of the analysis of matters that are relevant for the long-term value generation, carried out with the support of the competent Committee; periodically monitors the implementation of the business plan and assesses the general course of the business, comparing the results achieved with those planned; defines the nature and level of risk compatible with the Company's strategic objectives, including all the elements that can be relevant for the Company's sustainable success; defines the corporate governance system of the Company and the structure of Safilo Group, and assesses the adequacy of the Company's organisational, administrative and accounting structure and of its strategically important subsidiaries, with particular reference to the internal control and risk management system; approves transactions of the Company and its subsidiaries that have a significant impact on the Company's strategies, profitability, assets and liabilities or financial position (according to the criteria set out in the Regulations of the Board of Directors); on proposal of the Chairman in agreement with the Chief Executive Officer, adopts a procedure for the internal and external management of documents and information concerning the Company, with particular reference to inside information (for further details about the Company's Procedure for the management and dissemination of Inside Information, reference should be made to Section 5); sets forth guidelines on board composition deemed optimal before its renewal, considering the outcome of the board evaluation on the size, composition and functioning of the Board and its Committees; upon proposal of the Chairman in agreement with the Chief Executive Officer, adopts and describes in the corporate governance report a policy for managing dialogue with the generality of shareholders, taking into account the engagement policies adopted by institutional investors and asset managers; defines the delegation of managerial powers and identifies who among the executive Directors holds the position of Chief Executive Officer; adopts a diversity policy for the composition of the management and control bodies. The Board of Directors periodically evaluates its effectiveness and the contribution made by each of its components. The Board of Directors sets up internal Committees made up of three members, which are entrusted with the task of supporting the Board in the performance of its role. In this regard, the Board of Directors has established the Control Risk Committee the Remuneration and Nomination Committee, the Sustainability Committee and the Transactions with Related Parties Committee. The Board determines the composition of the Committees, prioritizing the competence and experience of their members. The Board of Directors appoints, in case the necessary conditions are met, an independent director as lead independent director. The lead independent director, if appointed, collects and coordinates the requests and contributions of non-executive directors and, in particular, of independent ones. Upon proposal of the Sustainability Committee, at the meeting held on December 2, 2022 and on March 8, 2023 the Board of Directors approved a sustainability framework and strategy, which includes a list of sustainable initiatives to be implemented in the five-year period 2023-2027, such initiatives are part of the business plan disclosed to the market on March 10, 2023. Upon proposal of the Chairman in agreement with the Chief Executive Officer, the Board of Directors approved, on December 14, 2021, a policy for the management of the dialogue with the generality of the investors, available on the Governance section of the Website (for further details, reference should be made to Section 12). At the meeting held on March 12, 2026, the Board of Directors taking into account the favourable opinion of the Control and Risk Committee (based on the information, evidence and evaluations received from the Global Internal Audit Director, the Manager responsible for the preparation of the company's financial, the Chief Executive Officer, the Enterprise Risk Manager, the Board of Statutory Auditors and the auditing company) positively assessed the adequacy of the organisational, administrative and accounting set-up of the Company and its strategically important subsidiaries, with special reference to the internal control and risk management system, also in relation to the timely detection of business crisis and the loss of business continuity. As regards: the composition of the Board of Directors reference should be made to Section 4.3 - Membership and Table 2 ; its functioning reference should be made to Section 4.4 - Functioning of the Board of Directors; its appointment reference should be made to Section 4.2 - Appointment and Substitution ; its self-evaluation process reference should be made to Section 7.1 Remuneration and Nomination Committee; its remuneration policy reference should be made to Section 8.1 - Directors' Remuneration ; and internal control and risk management system reference should be made to Section 9 - Internal Control and Risk Management System. For more information with regard to the requirements of ESRS 2 - Paragraph 19, 20 (b), 22 and ESRS 2 - Appendix A -RA 3, please refer to the SUSTAINABILITY STATEMENT - CORPORATE GOVERNANCE - Board of Directors roles and responsibility SUSTAINABILITY STATEMENT - CORPORATE GOVERNANCE - Corporate committees made available to the Shareholders' Meeting on the Website ( https://www.safilogroup.com/en/investors/presentations-reports/reports ). For more information with regard to the requirements of ESRS 2 - Appendix A - RA 4, please refer to the SUSTAINABILITY STATEMENT - CORPORATE GOVERNANCE - Board of Directors roles and responsibility SUSTAINABILITY STATEMENT -CORPORATE GOVERNANCE - Corporate committees, paragraph Corporate Governance/Board of Directors/Sustainability Committee made available to the Shareholders' Meeting on the Website ( https://www.safilogroup.com/en/investors/presentations-reports/reports ). For more information with regard to the requirements of ESRS 2 - Paragraph 24 and 26, please refer to the SUSTAINABILITY STATEMENT - CORPORATE GOVERNANCE - Board of Directors roles and responsibility, paragraph Corporate Governance/Board of Directors made available to the Shareholders' Meeting on the Website ( https://www.safilogroup.com/en/investors/presentations-reports/reports ). ‌APPOINTMENT AND SUBSTITUTION (ex Article 123- bis , paragraph 1, letter l), first part, CFA) The appointment and substitution of members of the Board of Directors are governed by Articles 14 and 15 of the Articles of Association, published on the Website in the Governance section. Articles 14 and 15 of the Articles of Association are shown in full below: BOARD OF DIRECTORS Article 14) The Company shall be managed by a Board of Directors consisting of between six and fifteen members, who need not be shareholders. The size of the Board of Directors shall be determined by the Shareholders' Meeting. Members of the Board of Directors shall remain in office for three financial years and are eligible for re-election. The directors must satisfy the requirements of eligibility, experience and integrity established by law and other applicable regulations. At least one of the members of the Board of Directors, or two if the Board has more than seven members, must satisfy the independence requirements applying to statutory auditors under current legislation. In accordance with the provisions of Article 147-ter of the Legislative Decree no. 58 of 24 February 1998: to the purpose of ensuring that minority shareholders are represented by one member on the Board of Directors, the Board of Directors is appointed on the basis of lists presented by shareholders containing a maximum of 15 candidates, all listed with a sequential number; and the mechanism for the election of the Board of Directors set forth in this Article 14 shall in any case ensures balance between genders (masculine or feminine) within the Board of Directors in compliance with applicable pro tempore legislation and regulations in force. A) Presentation of lists Lists may be presented only by those shareholders who own, alone or together with others, at the time of presenting the list, at least a percentage of share capital, consisting of shares with voting rights at Ordinary Shareholders' Meetings, set forth by applicable law or regulations governing the directors' appointments. This percentage shall be specified in the notice convening the Shareholders' Meeting called to resolve on the appointment of the Board of Directors. The outgoing Board of Directors can also present a list of its own. No individual/entity attending the meeting, none of the shareholders belonging to a shareholder syndicate relating to the Company's shares as defined by Article 122 of Decree 58/1998, nor the parent company, subsidiaries or companies under common control pursuant to Article 93 of Decree 58/1998, may present or vote for more than one list, including through a third party or trust companies. No candidate may appear in more than one list, otherwise they will be disqualified. If the above rules are not observed by one or more individuals/entities entitled to attend and vote at the Shareholders' Meetings, their vote for any of the lists presented is discounted. The lists presented must be filed at the Company's registered office at least 25 (twenty-five) days in advance of the date set for the single call or first call of the Shareholders' Meeting or within the different deadline set forth by applicable law in force from time to time. This requirement must be mentioned in the notice convening the meeting, without prejudice to any other form of publicity established by legislation in force from time to time. Each list must be signed by those presenting it and filed within the term specified above at the Company's registered office, accompanied by (i) the professional curricula of the candidates, and (ii) statements by each individual candidate accepting their candidacy and confirming, under their own responsibility, that they are in possession of the requirements envisaged by prevailing statutory and regulatory provisions for members of the Board of Directors and the absence of any reasons for incompatibility and/or ineligibility contained in law. Candidates for whom the above rules are not observed are disqualified. The lists presented are made available to the public at the Company's office, on its website and through the other modalities provided for by applicable law and regulations, at least 21 (twenty-one) days before the date of single call or first call of the Shareholders' Meeting convened to resolve on the appointment of the Board of Directors or within the different deadline provided for by applicable law and regulations in force from time to time. Shareholders presenting a list of candidates must also provide the Company, within the deadline for presentation of the list, with the information concerning their own identity and percentage of shares held. The certificate attesting the ownership of at least the minimum shareholding required to present a list of candidates, determined having regard to the amount of shares registered in favour of the concerned shareholders on the same day when the lists are deposited with the Company, can be delivered to same Company also after the deposit of the lists, provided that such certificate is delivered at least 21 (twenty-one) days before the date of first call of the relevant Shareholders' Meeting or within the different deadline provided for by the applicable law in force form time to time. In compliance with the current legislative and regulatory provisions as well as the latest version of the Corporate Governance Code issued by the Corporate Governance Committee, each list shall contain a number of candidates who satisfy the independence requirements for statutory auditors established in Article 148, paragraph 3, of the Legislative Decree no. 58 of 24 February 1998, specifying such candidates clearly. If and until expressly provided by mandatory law and/or regulatory provisions, each list, except for those containing less than three candidates, shall be composed of a number of candidates belonging to the underrepresented gender (masculine or feminine) so that, should such list result as the Directors Majority List (as defined below), from such list a number of Directors belonging to the underrepresented gender are elected in order to ensure balance between genders (masculine or feminine) within the Board of Directors in compliance with the applicable pro tempore legislation and regulations in force. Lists for which the above provisions are not observed shall be treated as if they had not been presented. B) Voting The vote of each entitled individual/entity shall refer to the list and hence all the candidates appearing therein, without the possibility of making any changes, additions or exclusions. Once the Shareholders' Meeting has decided the number of directors to be elected, the procedures are as follows: all the Directors requiring election, but one, shall be elected from the list obtaining the highest number of votes ("Directors Majority List"), in the sequential order in which they appear on that list; one Director shall be elected, in compliance with statutory provisions, from the list obtaining the second highest number of votes ("Directors Minority List"), which shall not be associated in any way, even indirectly, with the individuals/entities who presented and/or voted for the Majority List; the Director elected in this case shall be the candidate at the head of this list. However, if not even one independent Director is elected from the Directors Majority List, then the first independent Director appearing on the Directors Minority List shall be elected in place of the candidate at the head of this list. In the event of a tie, the entire Shareholders' Meeting will vote again until an unequivocal result is achieved. The Chairman of the Board of Directors shall be the first candidate appearing on the Directors Majority List. No account is taken of lists that obtain a percentage of votes corresponding to less than half of that required by this Article for their presentation. If only one list is presented, or admitted to voting, the Shareholders' Meeting shall vote on this. If this list obtains the required majority vote, the number of directors established by the Shareholders' Meeting shall be elected from it in the sequential order in which the candidates appear therein and subject to compliance, if and until expressly provided by mandatory law and/or regulatory provisions, with the required balance between genders (masculine or feminine) within the Board of Directors. The Directors Majority List or the only list (as the case may be) shall ensure compliance with the applicable pro tempore legislation and regulations in force regarding balance between genders. In particular, if the composition of the managing body, determined on the basis of the sequence numbers assigned to the candidates of such list, does not include a sufficient number of components of the underrepresented gender (masculine or feminine) - taking also into account, in case of the Directors Majority List, the gender (masculine or feminine) of the candidate elected by the Directors Minority List -, candidates having the lowest sequence number, belonging to the mainly represented gender (masculine or feminine) will be automatically replaced by candidates of the underrepresented gender (masculine or feminine) with the highest sequence number, until the minimum quota required by the applicable pro tempore legislation and regulations in force regarding balance between genders. has been reached. If no list is presented or the list(s) presented contain(s) a number of candidates (also in terms of underrepresented gender, masculine or feminine) not sufficient to elect the entire managing body, the Board of Directors or, as appropriate, the additional Directors to be elected in order to reach the number of members of the Board of Directors established by the Shareholders' Meeting, shall be appointed by same Shareholders' Meeting with the voting majorities required by law. In each case, it shall be carefully ensured the presence within the Board of Directors of the necessary number of members having all the requirements set forth by applicable laws and regulations, who shall also be selected in such a way as to ensure the presence in the Board of Directors of the minimum quota required by the applicable pro tempore legislation and regulations in force regarding balance between genders. Article 15) If one or more directors should vacate office during the year, the following procedures shall be adopted for their replacement in accordance with Article 2386 of the ICC: the Board of Directors shall appoint replacements by way of co-option of individuals belonging to the same list of the resigned Directors; the next Shareholders' Meeting shall vote with the legally required majorities, in compliance with the same principle and nonetheless ensuring that the Board of Directors contains the correct number of directors qualifying as independent required by current statutory and regulatory provisions. If and until expressly provided by mandatory law and/or regulatory provisions, the Board of Directors shall appoint replacements of the same gender (masculine or feminine) of the ceased Directors, so to ensure the compliance with the applicable pro tempore legislation and regulations in force regarding balance between genders, having also care to ensure that the Board of Directors contains the correct number of Directors having the independency requirements set forth by current statutory and regulatory provisions. The Shareholders' Meeting, in confirming/replacing the coopted Directors or, in the absence of co-option, in directly proceeding with the appointment of replacements, resolves with the voting majorities set forth by law, having however care of complying with the same principles referred above; if the list no longer contains previously unelected candidates, the Board of Directors shall make the replacement without observing the procedure set out in point (a) above. Similarly, the related vote by the next Shareholders' Meeting, again with the legally required majorities, shall nonetheless ensure that the Board of Directors contains the correct number of Directors qualifying as independent required by current statutory and regulatory provisions and, if and until expressly provided by mandatory law and/or regulatory provisions, the required number of Directors belonging to the underrepresented gender (masculine or feminine). If two or more Directors resign or leave the Board of Directors for any other reason, the entire Board will be considered replaced from the date on which the new Board takes office. *** With regards to the Board of Directors' composition, the Company is not subject to any additional rules, other than those set forth under the CFA. It is pointed out that, as regards the year 2024, during which the Shareholders' Meeting that elected the Board of Directors was held, the minimum shareholding pursuant to Article 144-quater of the Issuers' Regulation for submitting a list of candidates for the appointment of the Board of Directors had been set by the CONSOB at 4.5% (Determinazione Dirigenziale No. 92 of January 31, 2024). As regards the role of the Board of Directors and of its internal committees in the self-evaluation process, directors' appointment and directors' succession plan, reference should be made to Section 7 - Self-Evaluation and Succession Plans . ‌MEMBERSHIP (ex Article 123- bis , paragraph 2, letters d) and d)-bis, CFA) In accordance with the Code, the Company's Board of Directors consists of executive and non-executive directors who possess professional skills and competences that are appropriate to their tasks. The number of non-executive directors and their skills ensure significant influence in the decision-making process of the board and guarantee an effective monitoring of the Company's management. A significant number of non-executive directors is independent. In particular, the Company is administered by a Board of Directors consisting of six to fifteen members, who need not be shareholders. On April 29, 2021, the Ordinary Shareholders' Meeting resolved to increase the number of members of the Board of Directors from 9 to 10. On April 24, 2024, the Ordinary Shareholders' Meeting and elected the current Board of Directors for the financial years (FYs) 2024-2025-2026 via list voting as established by the Articles of Association and, more precisely, until the Shareholders' meeting convened to approve the financial statements as at December 31, 2026. On that occasion two lists were presented: (1) List No. 1, filed by the shareholder Multibrands Italy B.V., owner, at the time of said filing, of No. 206,126,958 ordinary shares of the Company, representing, at the time of said filing, 49.83% of the corporate capital entitled to vote at the Meeting consisting of: Eugenio Razelli, Angelo Trocchia, Melchert Frans Groot, Cinzia Morelli-Verhoog, Ines Mazzilli, Gerben van de Rozenberg, Robert Polet, Katia Buja, Irene Boni and Stefan Takman; and (2) List No. 2, filed by the shareholder BDL Capital Management (managing the funds BDL Rempart, BDL Convictions and RCO LUX BDL European Equity Alpha), owner at the time of said filing, of No. 62,017,088 ordinary shares of the Company, representing, at the time of such filing, 14.99% of the corporate capital entitled to vote at the Meeting consisting of Matthieu Brisset. List No. 1 obtained 61.90034% of the votes in relation to share capital voting at the Shareholders' Meeting, while list No. 2 obtained 34.99824% of votes in relation to share capital voting at the Shareholders' Meeting. The following candidates therefore were elected to the Board of Directors: Irene Boni, Matthieu Brisset, Katia Buja, Melchert Frans Groot, Ines Mazzilli, Cinzia Morelli-Verhoog, Robert Polet, Eugenio Razelli, Angelo Trocchia and Gerben van de Rozenberg. In addition, on April 24, 2024, the Board of Directors appointed Angelo Trocchia as Chief Executive Officer. Table 2 shows the membership of the Board of Directors at the end of the Financial Year. The Directors' curricula vitae are available on the Website in the Governance section and are annexes to the present Report. For more information with regard to the requirements of ESRS 2 - Paragraph 19, 20 (a) and (c) and 21 please refer to the SUSTAINABILITY STATEMENT - CORPORATE GOVERNANCE - Board of Directors roles and responsibility SUSTAINABILITY STATEMENT - CORPORATE GOVERNANCE - Corporate committeesmade available to the Shareholders' Meeting on the Website ( https://www.safilogroup.com/en/investors/presentations-reports/reports ). For more information with regard to the requirements of ESRS 2 - Paragraph 23 and ESRS 2 - Appendix A - RA 5, please refer to SUSTAINABILITY STATEMENT - CORPORATE GOVERNANCE - Board of Directors roles and responsibility SUSTAINABILITY STATEMENT - CORPORATE GOVERNANCE - Corporate committees, made available to the Shareholders' Meeting on the Website ( https://www.safilogroup.com/en/investors/presentations-reports/reports ). ‌Diversity criteria and policy for the composition of the Board of Directors and for the entire organisation Pursuant to Article 123- bis , paragraph 2, letter d- bis ) of CFA, the Board of Directors of the Company, upon proposal of the Remuneration and Nomination Committee, adopted on December 10, 2018 a diversity policy of the Board of Directors (" BOD Diversity Policy ") describing the Board of Directors' composition features deemed optimal for allowing it to perform its duties in the most efficient way, taking decisions which may benefit from the contribution of a variety of qualified views so that the issues under discussion are considered from different perspectives. The Company's Board of Directors believes that the following criteria should be followed with regards to its composition: the majority of Directors should be non-executive: non-executive Directors enrich the Board's discussion with competences formed outside the Company which contribute to nourish the dialectics that is the distinctive precondition for a meditated informed corporate decision; at least a third of the Board of Directors, both upon its election and during the term, should be composed by Directors of the less represented gender, also in the future after the provisions of the law on gender balance cease to be in force and this will become a recommendation under the Code; where the application of gender division criteria does not result in a whole number of members of the Board of Directors belonging to the less represented gender, this number is rounded up; taking into account the Group's business, it is recommended that Directors have preferably gained competences in economic, financial, accounting, risk management, marketing, digital innovation or sustainability matters, such as to ensure a mix of different and complementary skills and experiences; the international profile, assessed on the basis of the managerial, professional or institutional activities carried out in an international context by directors (regardless of nationality), is likewise considered important; diversity in relation to age is not deemed an important aspect to be taken into account as the composition of the Board of Directors with different managerial and professional profiles already allows a balanced plurality of perspective while, in relation to tenure, considering the complexity of the eyewear industry and of the different market needs, the continuity and the specific knowledge acquired is considered an important added value. The Company's BOD Diversity Policy primarily intends to guide the submission of lists of candidates by the shareholders upon appointment of the Board of Directors and the expressions of the related vote in the Shareholders' meeting. The BOD Diversity Policy will be taken into account by: the Remuneration and Nomination Committee, whenever it is called (i) to express opinions to the Board of Directors regarding the size and composition of the same and to submit recommendations with regard to the managerial and professional profiles necessary within the Board and (ii) to propose to the Board of Directors candidates for the Board itself pursuant to the applicable provisions of the Committee's Regulations and in compliance with the relevant provisions of the Articles of Association; the Board of Directors, on the occasion of reporting its view to shareholders on the managerial and professional profiles deemed appropriate for the composition of the Board of Directors, prior to its nomination, taking into account the outcome of the board review process carried out every year pursuant to Article 1.C.1, letter g) of the Code. The BOD Diversity Policy has been implemented in relation to the appointment of the new Board of Directors by the Shareholders' Meeting of April 24, 2024. In particular, it has been taken into account by the Remuneration and Nomination Committee and by the Board of Directors in the approval process of the guidelines recommended to the shareholders (i) on the composition of the new board deemed optimal in terms of the number of the directors and (ii) on the managerial and professional profiles and the skills deemed necessary and appropriate within the Board of Directors. In addition, the Board of Directors, in the meeting held on May 07, 2024, following the appointment of the new Board of Directors by the Shareholders' Meeting and with the support of the Remuneration and Nomination Committee, monitored the results of the implementation of this BOD Diversity Policy, confirming the adequacy of the composition of the Board of Directors in relation to such Policy. The composition of the Board of Directors elected by the Shareholders' Meeting of April 24, 2024 is in line with the provisions of Articles 147-ter, paragraph 1- ter and 148, paragraph 1- bis of the CFA regarding gender balance (male and female). In relation to diversity criteria and policy in the entire organization, as highlighted in the Sustainability Statement, Safilo considers diversity and the value placed on diversity as essential to its culture, fostering an inclusive working environment in which the unique strengths of each individual are leveraged for the benefit of the Group. In accordance with its focus on corporate responsibility and respect of human rights, Safilo protects and promotes the value of its human capital and rejects any discrimination based on religion, sex, race, political or union opinion, gender, age, national origin, religion, marital status, citizenship disability, political views, sexual orientation or any other legally protected status. Each employee is evaluated on his or her own professional qualifications and capabilities alone. The Sustainability Statement is available in the Investor Relations section of the Website. The above principles are endorsed in the Group's policies, as well as in the Worldwide Business Conduct Manual, (Safilo's code of ethics) that translates the Group's governance principles into standards of business conduct that guide the Group's daily actions and decisions, internally and externally (available in the Governance section of the Website). For more information with regard to the requirements of ESRS 2 - Paragraph 21 please refer to the SUSTAINABILITY STATEMENT - CORPORATE GOVERNANCE - Board of Directors roles and responsibility SUSTAINABILITY STATEMENT -CORPORATE GOVERNANCE - Corporate committees, made available to the Shareholders' Meeting on the Website ( https://www.safilogroup.com/en/investors/presentations-reports/reports ). For more information with regard to the requirements of ESRS S1 - Paragraph 24, please refer to SUSTAINABILITY STATEMENT - ESRS G1 - BUSINESS CONDUCT - BUSINESS CONDUCT POLICIES AND CORPORATE CULTURE - Worldwide Business Conduct Manual, made available to the Shareholders' Meeting on the Website ( https://www.safilogroup.com/en/investors/presentations-reports/reports ). ‌Maximum number of offices held in other companies Safilo's Directors accept and hold their role insofar as they deem themselves capable of dedicating the required time to the diligent performance of their duties, bearing in mind the commitment associated with their occupational and professional undertakings, and the overall number of offices as director or statutory auditor they may hold in other companies listed on regulated markets or in large companies. Candidates for the appointment as Director of the Company must provide the Board with an updated situation of the administration, management and control roles held by each one of them. ‌FUNCTIONING OF THE BOARD OF DIRECTORS (ex Article 123- bis , paragraph 2, letter d), CFA) The Board of Directors, in the meeting held on December 15, 2020, approved the Regulations of the Board of Directors (the " Regulations "), which govern the role, composition, organization and functioning of the Board, as well as the main organizational aspects of Safilo's corporate governance model, in accordance with the principles and guidelines set out in the Code. Pursuant to such Regulations, the Board of Directors meets at least 5 times a year according to the calendar of company events approved annually or whenever the Chairman considers it appropriate, or at the request of at least two Directors, or one of the Chief Executive Officers, or at least one member of the Board of Statutory Auditors. The Chairman, with the support of the Secretary, ensures that the Directors and Statutory Auditors are provided with all the information necessary in order that they may knowingly express their views on the items to be discussed. The supporting documentation is prepared by the competent corporate Function, on the basis of information/deliberation sheets, which collect the main evaluation elements necessary for each member of the Board to acquire the necessary knowledge for the purposes of the related resolution; if the documentation made available is voluminous or complex, it is usefully accompanied by a document that summarizes the most significant and relevant points for the purposes of the decisions on the agenda, it being understood that this document cannot be considered in any way a substitute for the complete documentation transmitted to the Directors. The supporting documents are made available to the Directors and Statutory Auditors on the same date the Board meeting notice of call is sent out (i.e. seven days before the meeting), when possible, and in any case at least two days before the Board meeting, save for exceptional justified cases when the documentation can be provided directly during the meeting. Such terms may not be derogated for reasons of confidentiality as the confidentiality of the documentation supporting Board meetings is guaranteed through the use of a dedicated online platform where the documentation to be discussed during the Board of Directors/internal Committees is uploaded, with password-protected access. The deadline for sharing the pre-reading documentation is normally complied with, although pre-reading documentation not yet finalized when the notice of call is sent out is made available in the following days. However, management remains always available to reply to any questions/requests for clarification of the Directors in relation to pre-reading documentation made available ahead of the Board meeting. In addition, when in specific cases it is not possible to provide the necessary information well in advance, the Chairman ensures that adequate and precise in-depth discussions have been carried out during the meetings. "Regular" exceptions to the above terms relate only to the informative reports to the Board of Directors from internal Committees, which are made available following the meeting of the relevant Committee, normally held in the days immediately preceding the meeting of the Board of Directors. These procedures relating to the timeliness and adequacy of the information provided to the directors were complied with during the Financial Year. The Chairman of the Board of Directors, in agreement with the Chief Executive Officer, also ensures that the managers of the Company and those of the companies of Safilo Group, who are competent on the issues concerned, participate in the relevant Board meetings to provide appropriate insight on the items on the agenda, also upon request of one or more Director. The meetings of the Board of Directors are also valid when they are held, even exclusively, by teleconference or videoconference, provided that all participants can be identified by the Chairman of the meeting and all the others attending, and they are able to follow the discussion or intervene in real time, and that all the proceedings are recorded in the minutes. Following the meeting, a draft copy of the minutes, drawn up by the Secretary of the Board of Directors and shared with the Chairman, is sent to all Directors and Statutory Auditors, in order for them to make comments or observations, if any, and it is then submitted to the Board of Directors for its final approval at the next meeting (with the exception of cases of resolutions requiring immediate implementation, for which a simultaneous reading and approval of the minutes is provided). The activities of the Company's Committees (Control and Risk Committee, Remuneration and Nomination Committee, Sustainability Committee and Transactions with Related Parties Committee) are governed by specific Regulations approved by the Board of Directors which lay down their tasks and operating procedures. *** In the Financial Year, the Board of Directors, met a total of 10 times and the average length of each meeting was approximately 1 hour and 53 minutes. The average attendance of directors at the above-mentioned meetings was 96%. In accordance with the terms set out in the Stock Exchange Regulations, the annual calendar of corporate events for the financial year - specifying the dates scheduled for the meetings to approve the annual and interim results - has been notified to Borsa Italiana S.p.A. and published on the Company's website. For the current financial year, five meetings of the Board of Directors are scheduled. Of the meetings scheduled in the calendar, two have already been held, in addition to further two meetings of the Board of Directors convened outside the ordinary schedule (on January 29, 2026, for the approval of the preliminary key performance indicators for the Financial Year, on February 21, 2026 for the assessment of an extraordinary project, on February 19, 2026 for the review of a share - based remuneration plan, and on March 12, 2026 for the approval of the draft and consolidated financial statements During the Financial Year. The meetings of the Board of Directors are usually attended, upon the invitation of the Chairman, by the Chief Financial Officer and the Manager responsible for preparing the Company's financial statements (" Dirigente Preposto" ), the Legal Chief Officer (who is also a member of the Board of Directors) and the Legal Corporate Affairs Counsel. During the Financial Year, upon invitation of the Chairman, the following corporate functions also participated at meetings of the Issuer's Board of Directors, according to the specific matters under discussion and without voting rights: − the Director Global Internal Audit. ROLE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS The Chairman of the Board of Directors, Eugenio Razelli, was reappointed on April 24, 2024. The Chairman of the Board of Directors plays a liaison role between executive and non-executive Directors and ensures the effective functioning of the Board. In the Financial Year, the Chairman ensured: that the pre-meeting information and the complementary information provided during the meeting were suitable to allow Directors to act in an informed manner: this activity was carried out by the Chairman on a regular basis, timely before the meeting of the Board of Directors, through dedicated meetings with the management and the employees involved in the Legal and Corporate Affairs, during such meetings the items on the agenda and pre-reading material supporting the resolutions to be taken are discussed. When, in specific cases, it was not possible to provide the necessary information well in advance, the Chairman ensured that adequate and precise in-depth discussions were carried out during the meetings; that the activity of the Board committees was coordinated with the activity of the Board of Directors: in addition to what highlighted under a) above, the Chairman coordinates on a regular basis with the Legal and Corporate Affairs Department in relation to Committees' activities and their impact on the Board of Directors' agenda. All Committees then reported to the Board of Directors about all activities carried out at the first possible Board meeting. in agreement with the Chief Executive Officer, that the managers of the Group, competent on the issues concerned, participated in the relevant Board meetings to provide appropriate insight on the items on the agenda; the implementation of initiatives aimed at increasing the knowledge of the members of the Board of Directors and of the Board of the Statutory Auditors of the sector of activity in which the Company and the Group operate, the Company dynamics and their evolution, also with a view to the sustainable success of the Company itself, as well as the principles of sound risk management and the relevant regulatory and self - regulatory: an ad hoc workshop for the entire Board of Directors, dedicated to updates on business activities, strategy and organisational set-up of the Company and of some of the foreign subsidiaries of the Group, was also held in the Financial Year. Any relevant update on the legal and self-governance framework was instead discussed during the meetings of the Board of Directors. the adequacy and transparency of the Board review, with the support of the Remuneration and Nomination Committee: in light of its renewal in the financial year 2024, the Board of Directors carried out a self-evaluation process on the size, composition and performance of the Board of Directors itself and of its Committees; reference should be made to Section 7 - Self-Evaluation and Succession Plans for further details on this process. For more information with regard to the requirements of ESRS S - Paragraph 19, 20(c) and 23, please refer to SUSTAINABILITY STATEMENT - CORPORATE GOVERNANCE - Board of Directors roles and responsibility, made available to the Shareholders' Meeting on the Website ( https://www.safilogroup.com/en/investors/presentations-reports/reports ). *** Secretary of the Board of Directors The Secretary of the Board of Directors is Avv. Francesco Gianni, of the Law Firm Gianni & Origoni who was reappointed on April 24, 2024, pursuant to the Regulations of the Board of Directors (" The Board of Directors, upon proposal of the Chairman, shall appoint a Secretary, who does not need to be one of its members, having adequate expertise and experience in the legal field "). Pursuant to the same Regulations, " The Secretary supports the activities of the Chairman, assisting him/her in the performance of his /her duties, and gives assistance and advice to the Directors, with impartiality of judgment and independence, on all aspects relevant to the proper functioning of the corporate governance system as well as in relation to their rights, powers, duties and obligations, in order to ensure the regular exercise of their respective powers ". During the Financial Year, the Secretary was involved on a regular basis both in meetings with the Board of Directors, taking care of the pre-reading information, and with the Chairman and the management on topics which require the involvement of the Board of Directors, and he supported the Committees' activities when so required, he monitored the self-evaluation process of the Board of Directors and was the reference point of all directors on all aspects relevant to the proper functioning of the corporate governance system as well as in relation to their rights, powers, duties and obligations. ‌BODIES HOLDING DELEGATED POWERS ‌Chief Executive Officer On 24 April 2024, the Board of Directors appointed the Director Angelo Trocchia as Chief Executive Officer, vesting him with the following powers and duties, which he may sub-vest within the limits permitted by the Articles of Association and by the applicable legal and regulatory provisions: a management role, and related decision-making powers, to be exercised within the limits of the matters reserved by law to the Board of Directors, for the direction and coordination of the Company's management, direction and control of the activities of the Company and of the Group; a management role in relation to the establishment and maintenance of the internal control and risk management system of both f the Company and the Group, including the application and implementation of Legislative Decree No. 231 of 8 June 2001 concerning the administrative responsibility of the Company; the duty to manage, independently and with the broadest decision-making and spending powers, also in the capacity of an 'employer' within the meaning of Legislative Decree No. 81 of 9 April 2008, as subsequently amended, every aspect and every requirement relating to current and future obligations in relation to: (i) health and safety at the workplace, (ii) accident prevention and (iii) environmental protection; the duty to manage all necessary or even only useful requirements in order to fulfil the obligations required by the rules applicable from time to time in relation to the protection of personal data; the duty to coordinate and monitor all reporting functions, ensuring that resources are adequate in relation to needs. The performance of the duties above and the exercise of the related powers, in accordance with the budget established by the Board from time to time, must comply with the direction of the activities of the Company and of the Group, as defined by the Board of Directors. The Chief Executive Officer reports to the Board of Directors about the activities carried out in the exercise of such duties as required by law and by the Articles of Association. ‌Chairman of the Board of Directors The Chairman of the Board of Directors is not the Chief Executive Officer nor the controlling shareholder of the Company; in addition, he is not assigned delegation of management functions nor delegation in the definition of the business strategies. Reference should be made to Section 4.5 - Role of the Chairman of the Board of Directors . ‌Reports to the Board from delegated directors/bodies The Chief Executive Officer reported to the Board of Directors about the activities carried out in the performance of his delegated powers in the Financial Year as required by law and by the Articles of Association, and at least every quarter. ‌Other Executive Directors The Board of Directors does not include any other director to be deemed as executive. ‌INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR ‌Independent Directors The Board of Directors is composed of the following four independent directors (pursuant to both the CFA and the Code): Irene Boni, Matthieu Brisset, Ines Mazzilli and Cinzia Morelli-Verhoog. The number and skills of the independent directors are appropriate to the needs of the Company and to the well-functioning of the Board of Directors, as well as to the establishment of internal committees. The Chairman of the Board of Directors does not qualify as an independent director. The Regulations of the Board of Directors set out the quantitative and qualitative criteria for assessing the significance of the relevant situations under the Code in order to evaluate the independence requirements of the directors1. The Directors Irene Boni, Matthieu Brisset, Ines Mazzilli and Cinzia Morelli-Verhoog in the declaration of acceptance of the office of Directors of the Company and certification of the requisites for accepting the office, indicated their suitability to qualify as independent and, at the same time, are committed to promptly notify the Board of Directors and the Board of Statutory Auditors of any changes regarding the requirements, including those of independence, as well as any supervening causes for forfeiture. The Board of Directors, at the meeting held on April 24, 2024 after the Shareholders' Meeting that appointed them, verified the independence of the above-mentioned independent directors pursuant to Article 3 of the Code and Articles 148 paragraph 3 and 147-ter paragraph 4 of the CFA. Such information was disclosed to the marked by means of a press release on April 24, 2024 . The Board of Directors, in addition to evaluating, at the earliest possible opportunity after its appointment, the meeting of the independence requirements for each non-executive director, periodically checks the independence of the non-executive directors by applying all the Code's criteria; for such purpose, it has established that the independent directors must submit to the Board of Directors an annual written declaration certifying that they still meet the requirements which allowed them to be classified as independent at the time of their appointment. At the meeting held on March 12, 2026, the Board of Directors, having previously received, in this regard, the abovementioned written declarations from the independent directors and also on the basis of the lack of information available to the Company which could lead to different conclusions compared to those declared by said Directors evaluated and confirmed that the requirements of independence were still met by the above-mentioned directors by applying all the Code's criteria. The Board of Statutory Auditors verified the accuracy of the criteria and assessment procedures used by the Board of Directors to verify the independence of its members. During the Financial Year, the independent directors met three times (two of which with the participation of the Chairman of the Board of Directors) to discuss the following topics: Safilo's performance; and Corporate Governance topics. The Directors who stated their suitability to qualify as independent in the lists for the appointment of the Board have maintained their independence during the Financial Year and for the duration of their mandate. ‌1 The following quantitative and qualitative criteria shall be applied to assess the significance of the situations set forth above under letters c) and d): commercial, financial or professional relationships are considered significant if the consideration exceeds at least one of the following parameters: (i) 5% of the annual turnover of the company, body, professional or consultancy firm which the Director controls or of which he is an executive director or partner; (ii) 5% of the Director's annual income as a natural person; in case of a Director who is also a partner in a professional or a consulting firm, the Board of Directors assesses the significance of the professional relationships that may have an effect on his or her position and role within the professional or the consulting firm and in any event those pertaining to important transactions of the Company and of Safilo Group, even regardless of the quantitative parameters; the additional remuneration, with respect to the fixed remuneration for the position held within the Board of Directors and for the membership in the committees recommended by the Code or required by law, if more than Euro 50,000 per year, is considered significant; without prejudice, however, to the discretion of the Board of Directors in assessing the specific situation taking into account the best interest of the Company, the significance of the relationship and its suitability to affect the independence of the Director. ‌Lead Independent Director The Board of Directors has not appointed a "lead independent director" since the requirements provided for in the Code do not exist. ‌PROCESSING OF COMPANY INFORMATION In the light of the evolution of the related legal framework, the Board of Directors approved, on November 12, 2019, a revised "Procedure for the Management and Dissemination of Inside Information", lastly amended on January 21, 2025, which contains the rules about the internal management of the Company of relevant and/or inside information and the disclosure to the public of inside information, as well as about the creation and management of the "List of persons having access to Inside Information". A copy of the said Procedure is available on the Website in the Governance section ( https://www.safilogroup.com/en/governance/system/articles-association ). Furthermore, on April 30, 2019 the Board of Directors approved the "Internal Dealing Procedure for Relevant Shareholders" and the "Internal Dealing Procedure for Relevant Parties", the latter subsequently amended (i) on July 25, 2022, for the management of disclosing requirements arising from the Internal Dealing Procedure and (ii) on January 21, 2025, to align its provisions with certain amendments to the TUF. Following this amendment, the "Internal Dealing Procedure for Relevant Shareholders" is no longer applicable. A copy of the said Procedures is available on the Website in the Governance section ( https://www.safilogroup.com/en/governance/internal-dealing ). ‌BOARD OF DIRECTORS' COMMITTEES (ex Article 123- bis , paragraph 2, letter d), CFA) The internal committees within the Board of Directors are the following: − the Remuneration and Nomination Committee which is entrusted, in compliance with the requirements of the Code, with the functions assigned by the Code to the Nomination Committee and the Remuneration Committee; − the Control and Risk Committee ; − the Transactions with Related Parties Committee , please make reference to Section 10 " Directors' Interests and Related-Party Transactions " and the Sustainability Committee , which has the duty to support the Board of Directors in the evaluations and decisions relating to the pursuit of the Group's sustainable success, reference should be made to Section 6.1. In consideration of the organizational needs of the Company, the operating methods and the size of its Board of Directors as well as the practice also applied by other issuers, the Company has one single committee for remuneration and nomination, in compliance with the provisions of Article 3, Recommendation No. 16 of the Code. The committee regulations, which are annexed to the Board of Directors Regulations referred to in Paragraph 4.4 of this Report to which reference is made, govern the functioning rules of the committees, including the procedures for taking the minutes of the meetings and the procedures for managing the pre-reading documentation to the directors who compose them, specifying the terms for the prior sending of the information and the procedures for protecting the confidentiality of the data and information provided so as not to jeopardize the timeliness and completeness of the information flows. For details, refer should be made to Sections 7, 8 and 9 of this Report. These procedures relating to the timeliness and adequacy of the information provided to the directors were complied with during the Financial Year. All the members of the Remuneration and Nomination Committee have adequate knowledge and experience in financial matters or remuneration policies, just as all the members of the Control and Risk Committee and the Sustainability Committee have adequate experience in accounting and finance or financial risk management. The relative evaluations were carried out at the time of the appointment of the members of the Committees. The Board of Directors defined the composition of each Committee favouring the competence and experience of their members and avoided excessive concentration of tasks. ‌SUSTAINABILITY COMMITTEE Pursuant to the Regulations of the Sustainability Committee approved by the Board of Directors, the Committee is composed of members chosen among members of the Board of Directors of the Company and managers of the Group, taking into account their role and the functions performed in connection with sustainability matters. The Sustainability Committee was appointed by the Board of Directors on April 24, 2024 and is composed of Chief Executive Officer Angelo Trocchia, the Directors Eugenio Razelli and Katia Buja, who is also a manager of the Company with role as Chief Legal Officer, and the group executives Vladimiro Baldin, Chief Licensed Brand and Global Product Officer, Andrea Grassini, Head of Operations, Marco Cella, Senior Director Group Accounting and Alberto Macciani, Chief Marketing Officer OCB's & Global Head Communication. Subsequently, at its meeting held on November 4, 2025, the Board of Directors acknowledged the resignation of the executive Alberto Macciani and, considering that the composition of the Committee remains within the limits set out in Article 2 of the relevant Regulations and that the competencies required for the performance of the Committee's functions are in any case maintained and ensured, resolved not to proceed with the appointment of a new member, while also confirming the composition of the Committee as reconstituted. as an additional member of the Sustainability Committee. The Sustainability meetings are presided by its Chairman, Eugenio Razelli, who notifies the Board of Directors of all activities it carries out at the first possible Board meeting. The Sustainability Committee is convened, for the performance of its duties, by the Chairman any time he/she deems it necessary, on his/her initiative or following a written request from at least one member, and in any case always prior to the meeting of the Board of Directors called to resolve upon the approval of the sustainability statement. The Chairman may invite to attend the meetings of the Committee, without voting rights, other Directors, the managers of the audit company appointed from time to time to issue the report provided by Legislative Decree No. 125 of September 6, 2024 and external third parties whose presence may be of help in the better performance of the Committee's functions, and also, by informing the Chief Executive Officer, the managers of the corporate functions, competent with reference to the topics on the agenda. ‌Functions of the Sustainability Committee The Sustainability Committee, in supporting the Board of Directors, with preliminary, proposing and consultative functions, in the evaluations and the decisions relating to the pursuit of the Group's sustainable success, shall: supervise sustainability issues related to the relevant business and to its interactions with all the stakeholders; support the Board of Directors in the definition of the sustainability strategy, also through: the analysis of matters that are relevant for the long-term value generation and the definition of the double materiality matrix; the development of an action plan to address the relevant sustainability items, through the identification of the related actions, necessary resources and the related benefits; the monitoring, management, and control of impacts, risks, and opportunities (IRO) deemed relevant to the Company; monitor the actual implementation of the sustainability strategy approved by the Board of Directors; oversee the evolution of sustainability also in the light of the related international guidelines and principles, monitoring the Group positioning on the market with reference to sustainability topics (such as for example green bonds, participation and inclusion in sustainability indexes, ESG principles and performance); verify that the information included in the consolidated sustainability statement correctly represent the business model, the corporate strategies and the impact the Company's activities and the achieved performance, reporting the results of its examination, through its Chairman, to the Control and Risk Committee entrusted with the task of assessing the compliance of its contents with the applicable principles in force from time to time as well as the completeness and the transparency of the information provided by means of said statement; express opinions on policies and information related to sustainability; express opinions, upon request of the Board of Directors, on any other matter related to sustainability. During 2025, the Sustainability Committee met 3 times, with an average meeting length of about 1 hour and 20 minutes. The average attendance of committee members at meetings was 100%. For the current Financial Year 2026, as of today 1 meeting of the Sustainability Committee was held on March 09, 2026. The additional meetings of the above-mentioned Committee to be held in 2026 have been scheduled. *** During the Financial Year, the Sustainability Committee: proposed amendments to its Regulations; examined the Consolidated non-financial report for the financial year 2024, endorsing the general layout of such report and the development of the related contents and confirmed the completeness and transparency of the information provided by means of it, reporting the results of the above analyses and examination to the Control and Risk Committee; updated the Board of Directors during 2026 on the sustainability initiatives to be addressed in 2024-2028, on top of the ongoing sustainability activities already in place, and related Opex proposal for the 2025 budget; updated the Board of Directors on the implementation programme of the so called CSRD (Corporate Sustainability Reporting Directive), related to double materiality and on additional sustainability projects; reviewed the update concerning the final outcomes of the Product & Supply Chain Data Model and Digital Solutions project (IT4ESG - Phase 1), discussing its main findings and the implications for the evolution of the Company's systems; proposed the targets linked to sustainability for the STAR of the Chief Executive Officer and of the management; updated on the sustainability linked loan. *** Minutes are taken of the meetings of the Committee which, transcribed in the book held for this purpose, must be signed by the person chairing the meeting and the secretary appointed from time to time, even from among those who are not members of the Committee. In performing its functions, during the Financial Year, the Sustainability Committee had access to the corporate information and functions necessary to carry out its duties and, if necessary, access to external consultants at the Company's expense, as well as the authority to use appropriate financial resources for carrying out its duties, in accordance with the terms established by the Board of Directors. During the Financial Year, the Board of Statutory Auditors was invited to attend to all the meeting of the Sustainability Committee; the Chairman of the Board of Statutory Auditors as well as the Standing Statutory Auditors attended all the meetings of the Committee. Furthermore, during the Financial Year, upon invitation of the Chairman, the following corporate functions also participated at meetings of the Sustainability Committee, according to the specific matters under discussion and without voting rights, on a regular basis, the: Group Chief Financial Officer and the Manager responsible for preparing the Company's financial statements (" Dirigente Preposto "); The Legal Corporate Affairs Counsel; F&A Sustainability & Transformation Sr. Reporting Manager; Sustainability Senior Manager. Periodically, according to the specific matters under discussion, the: Director, Global Internal Audit; Chief Human Resources Officer; Senior Manager Security and Facilities; Global ICT Senior Director; Senior Director Corporate Quality; Chief Digital Customer MKT & CIO; Sr Director NA PDC & Front-End Innovation. As at date of the Report, the Board of Directors set an annual budget available to the Committee, based on the analysis of the activities that could be carried out during the 2026 financial year. ‌SELF-EVALUATION AND SUCCESSION PLANS - NOMINATION COMMITTEE ‌SELF-EVALUATION AND SUCCESSION PLANS In accordance with the provisions of the Code, the process of self-evaluation is conducted at least every three years, before the renewal of the Board of Directors. In view of the expiry of its mandate and of the appointment of the new administrative body on the occasion of the Shareholders' Meeting to approve the financial statements as at 31 December 2023, the outgoing Board of Directors -assisted by the Remuneration and Nomination Committee - carried out a self-assessment process the results of which were approved on 14 March 2024 together with its guidelines on the quantitative and qualitative composition considered optimal, such guidelines were published on the same date on the Website in the Governance / Shareholders' Meeting 2024 section, in compliance with recommendation No. 23 of the Code. The Board of Directors requires anyone who files a list containing a number of candidates greater than half of the members to be elected to provide adequate information, in the documentation submitted for filing the list, regarding its compliance with the guidelines drafted by the Board of Directors, also with reference to the diversity criteria, and to indicate their candidate for the position of Chairman of the Board of Directors. As of today, no plan for succession was approved by the Board of Directors as the Company does not qualify as a large company under the Code. ‌NOMINATION COMMITTEE For details about the Nomination Committee, reference should be made to Section 8.2. ‌DIRECTORS' REMUNERATION - REMUNERATION AND NOMINATION COMMITTEE ‌DIRECTORS' REMUNERATION Any information about the remuneration policy as well as on the remuneration of the directors, Statutory Auditors and managers with strategic responsibilities with reference to the Financial Year is contained in the Report on the Remuneration made available at the Company's office and on the Website in the section Governance / Shareholder's Meeting 2026. For more information with regard to the requirements of ESRS 2 - Paragraph 27 and 29, please refer to SUSTAINABILITY STATEMENT - ESRS 2 - GENERAL DISCLOSURES - Integration of sustainability-related performance in incentive schemes, made available to the Shareholders' Meeting on the Website ( https://www.safilogroup.com/en/investors/presentations-reports/reports ). ‌REMUNERATION AND NOMINATION COMMITTEE The Remuneration and Nomination Committee currently in office was appointed by the Board of Directors on April 24, 2024 and is composed of 3 members, the majority of which independent: two independent and non-executive directors, Cinzia Morelli-Verhoog (Chairman) and Irene Boni, and a non-executive director, Melchert F. Groot, all having knowledge and experience in financial matters and/or remuneration policies (skills considered adequate by the Board at the time of their appointment). The Remuneration and Nomination meetings are presided by its Chairman, who notifies the Board of Directors of all activities it carries out at the first possible Board meeting. The Committee is convened, for the performance of its duties, by the Chairman any time he/she deems it necessary -on his/her initiative or following a written request from at least one of its members - and in any case at least 2 (two) times a year or any time of the Chairman of the of the Board of Statutory Auditors or the Chairman of the Board of Directors or the Chief Executive Officer request for a meeting of the Committee. The members of the Board of Statutory Auditors may attend the meetings of the Committee. The Chairman may invite to attend the meetings of the Committee, without voting rights, the Chairman of the Board of Directors, the Chief Executive Officer, other Directors as well as external third parties whose presence may be of help in the better performance of the Committee's functions, and also, by informing the Chief Executive Officer, the managers of the corporate functions, competent with reference to the topics on the agenda. ‌Functions of the Remuneration and Nomination Committee With reference to its function as Nomination Committee, the Committee has been vested with the following functions: to express opinions to the Board of Directors regarding the size and composition of the same, also by assisting the Board in the self-evaluation process of the Board itself and the internal Committees, and to submit recommendations with regard to the managerial and professional profiles and to the skills deemed necessary, taking into account the Company's sectoral characteristics, the diversity criteria for the Board of Directors as well as the possible guidelines on the maximum number of offices; to propose to the Board of Directors candidates for the Board of Directors, in compliance with the relevant provisions of the Articles of Association, taking into account any suggestions received from the shareholders: in case of co-option of Directors, if, in the event of appointment of the Board of Directors, it is foreseeable that it is not possible to draw from the lists received by the shareholders the number of directors requested, so that the exiting Board can in this case submit its candidates to the shareholders' meeting; where, in the event of the appointment of the Board of Directors, the exiting Board of Directors decides to file its own list for the appointment of the new Board of Directors; upon the possible request of the Board of Directors, to express opinions to the Board of Directors regarding the limits on the maximum number of offices in the management and control bodies of other companies which is considered compatible with an effective performance of the directors' duties. With reference to its function as Remuneration Committee, the Committee is vested with the following functions: to support the Board of Directors in the development of the remuneration policy for the remuneration of the directors, statutory auditors and top management; to submit to the Board of Directors proposals or express opinions on the remuneration of the managing directors and of the other directors provided with special assignments as well as to set the performance targets linked to the variable component of their remuneration; to monitor the actual application of the remuneration policy and verify, in particular, the actual achievement of the performance objectives; to periodically evaluate the adequacy and the overall consistency of the remuneration policy of directors and top management; with reference to stock options and other share-based incentive systems for executive directors and top management, to submit proposals to the Board of Directors regarding their use and any relevant technical aspects related to their preparation and implementation. During 2025, the Remuneration and Nomination Committee met 3 times, with an average meeting length of about 55 minutes. The average attendance of committee members at meetings was 100%. For the current Financial Year 2026, as of today 2 meetings of the Remuneration and Nomination Committee were held on January 28, 2026, and March 11, 2026. The additional meetings of the above-mentioned Committee to be held in 2025 have been scheduled. *** In accordance with the rules of the Code, the Committee's Regulations state that no director may attend Committee meetings during which proposals to be submitted to the Board relating to his/her remuneration are drafted, unless the proposals relate to the members of the Committees within the Board of Directors in general. During the Financial Year, the Remuneration and Nomination Committee: with specific reference to the remuneration themes, among the activities carried out are the following: the assignment of the performance objectives of the Short-Term Achievement Reward (STAR) Programme for the Chief Executive Officer and the assessment of the achievement of the STAR objectives related to the financial year 2024; the assignment of stock options within the framework of the stock option plans in force; acknowledged that the Company was already compliant with the evaluations in relation to the recommendations involving remuneration topics contained in the letter dated December 17, 2024 of the President of the Corporate Governance Committee; the 2025 remuneration policy of the members of the Board of Directors, members of the Board of Statutory Auditors and the managers with strategic responsibilities, as well as the derogation from such policy in compliance with the provisions of the same; the adequacy, overall consistency and actual application of the remuneration policy; a possible new long - term share - based variable remuneration plan; the granting of an extraordinary bonus to the Chief Executive Officer; whereas there have been no situations requiring the Committee's involvement with respect to nomination - related matters. *** Minutes are taken of the meetings of the Committee which, transcribed in the book held for th...

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