Directors' Report on the Shareholders' Meeting Agenda 28 04 2026

Issuer: Zignago Vetro S.p.A.

Website: https://www.zignagovetro.com

ZIGNAGO VETRO S.p.A.

Registered office Fossalta di Portogruaro (VE) Via Ita Marzotto, 8

Share capital Euro 8,932,000.00, subscribed and paid-in for Euro 8,931,999.60 Tax and Venice Companies Registration Office No.: 00717800247

Proposals to the Shareholders' Meeting

The Shareholders' Meeting of Zignago Vetro S.p.A. is to be held at the Company's registered office in Fossalta di Portogruaro (VE), via Ita Marzotto No. 8, on April 28, 2026, in first call and, on May 6, 2026 in second call, if required.

(Directors' Report prepared in accordance with Article 125-ter of Legislative Decree No. 58/1998 and Article 84-ter of the regulation adopted with Consob Resolution No. 11971 of 1999)

1. Annual Financial Statements for the year ended December 31, 2025, Directors' Report, Board of Statutory Auditors' Report and Independent Auditors' Report. Presentation of the Consolidated Financial Statements at December 31, 2025 and of the Sustainability Statement.
2. Resolutions on the allocation of the net profit

   Dear Shareholders,

   The financial statements for the year ended December 31, 2025, which we present for your approval, report revenues in 2025 of Euro 331,564,501.19, up 2% on Euro 324,894,987 in 2024.

   The profit of Euro 26,562,668.41, permits us to propose the distribution of a dividend of Euro 0.22 for each of the ordinary shares at March 12, 2026 (excluding treasury shares held by Zignago Vetro S.p.A. at March 12, 2026), for a total amount of Euro 19,418,363.36, corresponding to approx. 71.1% of the consolidated profit, with dividend coupon date No. 20 of May 11, 2026 (ex date), record date of May 12, 2026 and pay-out on May 13, 2026.

   We also present the Consolidated Financial Statements for the year ended December 31, 2025 which, although not requiring approval by the Shareholders' Meeting, comprises additional information to the Financial Statements of Zignago Vetro S.p.A.

   2025 again featured recovering Beverage and Food container demand, with volumes up on 2024. The destocking in the initial months of the year across most market segments in which our Companies operate continues to normalise, with varying dynamics in the individual product categories and within a still competitive environment.

   Cosmetic and Perfumery container demand continued to be impacted by destocking throughout the year, related on the one hand to the decision among certain customers to restock inventory with lower volumes than in the past, and by a weak sell-out on the other. Against this backdrop, the Group therefore reports lower sales volumes than in the previous year.

   The production factors showed signs of stability during the year and particularly in terms of raw materials and energy - the latter following an initial phase of instability. The stabilisation of the main production costs, together with their control through targeted actions, supported a steady recovery of margins on the first half of the year. The Group also remains focused on cash generation, debt control and inventory management.

   The Group reports a slight decrease in revenues (-3,2%) and margin: Zignago Vetro Group EBITDA totalled Euro 113.5 million -a 19% margin - down 20% on 2024. The profit was Euro 27.3 million (4.6% margin, down 90% on 2024).

   The financial and capital base is well balanced, with a low risk profile. Debt decreased to Euro 269.8 million, down by Euro 31.5 million compared to the end of 2024.

   In consideration of the results above and the information disclosed in the Financial Statements for the year ended December 31, 2025 which you are called to approve and in the Directors' Report in the Consolidated Financial Statements at December 31, 2025, we present for your approval the following

   motion

   Motion on point 1

   "The Shareholders' Meeting of Zignago Vetro S.p.A., noting the Directors' Report, the Board of Statutory Auditors' Report and the Independent Auditors' Report, and having reviewed the Financial Statements for the year ended December 31, 2025,

   resolves

   • to approve the Financial Statements for the year ended December 31, 2025, which report a Net Profit of Euro 26,562,668.41, as presented by the Board of Directors and the related Directors' Report;

     Motion on point 2

     "The Ordinary Shareholders' Meeting of Zignago Vetro S.p.A.,

     • having approved the Statutory Financial Statements at December 31, 2025 and the Directors' Report,

     • having noted the contents of the Board of Statutory Auditors Report and the Independent Auditors' Report,

       resolves

   • to allocate the Net Profit of Euro 26,562,668.41 as follows: for Euro 19,418,363.36 as dividend, as Euro 0.22 for each of the 88,265,288 entitled shares (excluding the treasury shares held by Zignago Vetro S.p.A. at March 12, 2026);

   • for Euro 7,144,305.05 to "Retained earnings";

   • to pay a dividend of Euro 0.22, before any withholding taxes, for each of the 88,265,288 entitled ordinary shares (excluding the treasury shares held by Zignago Vetro S.p.A. at the date of the Shareholders' Meeting), with coupon No. 20 of May 11, 2026 (ex date), record date of May 12, 2026 and pay-out of May 13, 2026. The payment will be made through the authorised intermediaries through which the shares are registered on the Monte Titoli System;

   • to authorise the Chairperson of the Board of Directors, where the number of treasury shares is modified before the dividend coupon date:

   • to allocate the amount of the dividend relating to any treasury shares acquired to the Extraordinary Reserve;

   • to reduce the Extraordinary Reserve for the amount of dividends on any treasury shares sold."

   (Directors' Report prepared in accordance with Article 114-bis of Legislative Decree No. 58/1998 and Article 84-ter of the regulation adopted with Consob Resolution No. 11971 of 1999)

3. Remuneration Policy and Report: approval of the "Remuneration Policy 2026" contained in Section I, pursuant to Article 123-ter, paragraph 3-bis of Legislative Decree No. 58/98;
4. Remuneration Policy and Report: consultative vote on the "Fees paid in 2025" reported in Section II, pursuant to Article 123-ter, paragraph 6 of Legislative Decree No. 58/98;

   Dear Shareholders,

   We submit for your approval the Remuneration Report in accordance with Article 123-ter of the CFA and Article 84-quater of the Issuers' Regulation, which will be published in accordance with law. The Remuneration Report is broken down into two sections, which respectively illustrate: (i) the remuneration policy of the company for members of the Board of Directors and Board of Statutory Auditors, general managers and the senior executives, with regard at least to the subsequent year and the procedures utilised for the adoption and implementation of these policies; and (ii) each of the items which comprise the remuneration of the members of the Board of Directors, Board of Statutory Auditors, the general managers and the senior executives, in addition to the fees paid in any regard in the previous year.

   Given that stated previously, and while reference should be made to the remuneration report for further details, we submit, in line with the provisions with Article 123-ter, paragraph 6 of the CFA

   For your approval the following

   motion

   Motion on point 3

   "The Shareholders' Meeting of Zignago Vetro S.p.A.,

   • noting the Remuneration Report prepared by the Board of Directors and in accordance with Article 123-ter of the Consolidated Finance Act and Article 84-quater of the Issuers' Regulation,

   • having examined in particular the "first section" concerning the policy of the company in relation to the remuneration of members of the Board of Directors, of General Managers and of Senior Executives and the procedures utilised for the adoption and implementation of this policy,

   • considering the Self-Governance Code of listed companies, with which the Company complies,

   resolves

   • to approve the first section of the Remuneration Report prepared in accordance with Articles 123-ter of Legislative Decree No. 58/1998 (as subsequently amended and supplemented) and Article 84-quater of the Issuers' Regulation.

     Motion on point 4

     "The Shareholders' Meeting of Zignago Vetro S.p.A.,

     • having reviewed the second section of the Remuneration Policy and Report as provided for in Article 123-ter, paragraph 4, of the CFA, prepared by the Board of Directors on the proposal of the Appointments and Remuneration Committee, containing an illustration, by individual for the members of the administration and control boards and the general managers and in aggregate form for the senior executives, of each of the items that make up the compensation and remuneration paid during the financial year and made available to the public in the manner and within the time limits prescribed by the regulations in force,

       resolves

   • to approve the second section of the Remuneration Report prepared in accordance with Articles 123-ter of Legislative Decree No. 58/1998 (as subsequently amended and supplemented) and 84-quater of the Issuers' Regulation; and

5. Authorisation for the purchase and utilisation of treasury shares, with prior revocation, where not utilised, of the previous Shareholders' Meeting motion of May 07, 2025.

(Report as per Article 73 and Attachment 3A of Consob Resolution No. 11971 of May 14, 1999 and subsequent amendments and supplements)

Dear Shareholders,

the Shareholders' Meeting of May 07, 2025 authorised the Company to purchase treasury shares for a period of 18 months from the date of the motion, as well as to hold such shares without time limit.

At March 12, 2026, the company held 1,054,708 treasury shares in portfolio (1.1808% of the share capital), whose purchase price is Euro 10.41 million.

With the validity of the above authorisation expiring on November 06, 2026, in order to avoid calling a specific shareholders' meeting on the expiry of the authorisation and given that this proposal is in line with the practices undertaken by the majority of listed companies, we consider it appropriate to propose a new authorisation for the purchase and utilisation of treasury shares pursuant to Articles 2357 and thereafter of the Civil Code, and the revocation of the previous authorisation approved by the Shareholders' Meeting.

The reasons and procedures for the purchase and utilisation of treasury shares for which the authorisation is requested are outlined below.

1. Reasons for the authorisation to purchase and utilise treasury shares

   In line with the aims purposes of Article 5, paragraph 2 of Regulation (EU) No. 596/2014 of the European Parliament and Council of April 16, 2014, authorisation is also requested for the possible utilisation of treasury shares for potential compensation plans based on the allocation of financial instruments (stock option plans) for Executive Directors, employees, including Executives, and advisors of the Company and of subsidiary companies, or for the issue of convertible bonds into shares of the Company.

   Authorisation is also requested to effect a stabilisation of share price movements against market anomalies, improving share liquidity, in full compliance with applicable legislation and with Article 5, paragraph 4 of Regulation (EU) No. 596/2014 of the European Parliament and Council of April 16, 2014.

   The purchase of treasury shares may also represent an efficient use of company liquidity, and the shares may be used as payment in acquisitions and public share exchange offers.

   It is also proposed to the Shareholders' Meeting to simultaneously authorise the Board of Directors to utilise shares which may be acquired, in addition to the shares already held in portfolio considering that this provides an important instrument of management and strategic flexibility.

2. Maximum number and nominal value of the shares relating to the authorisation

   At the date of the present Report, the share capital of the Company is Euro 8,932,000, subscribed and paid-in for Euro 8,931,999.60, comprising 89,319,996 ordinary shares, with a nominal value of Euro 0.10 each.

   At the same date, the Company holds 1,054,708 treasury shares, equal to 1.1808% of the share capital. The subsidiary companies do not hold shares in the Company.

   The purchases for which authorisation is requested, pursuant to Article 2357, third paragraph, of the Civil Code, may not have a total nominal value, including any shares held at the current date by the Company and its subsidiaries, exceeding 10% of the entire share capital. The subsidiaries of Zignago Vetro will be informed promptly of any purchases of Zignago Vetro shares in order to ensure compliance with the limits and conditions as per Article 2359-bis of the Civil Code.

   The amount paid or received for the sales/purchase operations of the treasury shares will be recorded directly in Net Equity on the basis of International Accounting Standard "IAS 32" and, in any case, they will be recorded in accordance with applicable legislation.

3. Duration of authorisation

   The proposal provides that the shares may be acquired within a period of 18 months from the date of the Shareholders' Meeting motion, while the authorisation to utilise such shares is without time limit.

4. Procedures for the purchase and sale of shares

   The purchase price of shares may not be 20% above or below the share price recorded on the Stock Exchange in the trading day prior to each operation.

   The sales price of shares may not be 20% above or below the share price recorded on the Stock Exchange in the trading day prior to each operation. These price limits will not be applied where the sale of shares is to employees, including Executives, Executive Directors and consultants of Zignago Vetro and its subsidiaries as part of stock option incentive plans.

5. Method for the purchase and sale of shares

- The purchase of shares will be made in compliance with the current regulations for listed companies and thus in accordance with Article 5, Regulation EC 596/2014, Article 3 of the Delegated Regulation (EC) 2016/1052, Article 132 of Legs. Decree No. 58/98 and successive amendments and supplements, and Article 144-bis of the Issuers' Regulation, as well applicable regulation;

The shares may be sold, even before the completion of purchases, in one or more tranches, in regulated and/or non-regulated markets, or over the counter, or through an offer to the public and/or to shareholders, institutional placement, a placement of warrants, or for consideration in acquisitions and share exchange offers.

From the date of the Shareholders' Meeting motion, the previous authorisation by the Shareholders' Meeting of May 07, 2025 for the purchase and utilisation of treasury shares shall be considered revoked for the part not utilised.

Considering that stated above, we present for your approval the following

"The Shareholders' Meeting of Zignago Vetro S.p.A., noting the proposal of the Board of Directors and in accordance with Articles 2357 and 2357-ter of the Civil Code,

resolves

• the revocation from the date of the current Shareholders' Meeting motion, for the part not subscribed to, of the authorisation for the purchase and utilisation of treasury shares passed at the Shareholders' Meeting of May 07, 2025;

• to authorise the Board of Directors, as per Article 2357 of the Civil Code, to purchase treasury shares of the Company for the amount, price and terms and conditions as illustrated below:

  • the purchases may be made on one or more occasions, within 18 months from the date of the Shareholders' Meeting resolution and within the limits of the available reserves and distributable profits from the last approved financial statements and will be accounted in accordance with the provisions of law and applicable accounting principles;

  • the purchase price of each share may not be 20% above or below the share price recorded on the Stock Exchange in the trading day prior to each operation;

  • the maximum number of shares purchased, including any shares held by subsidiary companies, may not exceed one-tenth of the nominal share capital;

  • the purchase of shares will be made in compliance with the current regulations for listed companies and thus in accordance with Article 5, Regulation EC 596/2014, Article 3 of the Delegated Regulation (EC) 2016/1052, Article 132 of Legs. Decree No. 58/98 and successive amendments and supplements ("C.F.A.") and Article 144-bis of the Issuers' Regulation, in addition to the relative regulation;

• to authorise the placement by the Board of Directors, pursuant to Article 2357-ter, paragraph 1, of the Civil Code, of all or part of the treasury shares acquired, without time limit, even before the completion of purchases; the shares may be sold on one or more occasions, including through a public offer and/or to the shareholders, in regulated and/or non-regulated markets, or over the counter, including through a public offer and/or to the shareholders, as an institutional placement, a placement of warrants, or as consideration for acquisitions or public exchange offers, at a price which may not be above or below 20% of the share price recorded on the Stock Exchange in the trading day prior to each operation. These price limits will not be applied where the sale of shares is to employees, including Executives, Executive Directors and consultants of Zignago Vetro and its subsidiaries as part of stock option incentive plans;

• to authorise the Board of Directors, in accordance with Article 2357-ter, paragraph 3 of the Civil Code, to carry out every accounting record considered necessary or appropriate, in relation to the treasury shares operations, in accordance with the law and applicable accounting principles;

• to confer to the Board of Directors, and on its behalf to the Chairperson and the Chief Executive Officer, individually, all the powers necessary to undertake the purchases and sales and in any case to implement the above resolutions, including through legal attorneys where necessarily nominated, complying with any requests by the relevant authorities."

* * *

Fossalta di Portogruaro, March 12, 2026 The Chairperson of the Board of Directors Mr. Nicolò Marzotto