Moncler

Pre-Annual General Meeting Information • Mar 8, 2023

MONCLER S.p.A.

Registered office at Via Stendhal 47, Milan Fully-paid share capital Euro 54,925,534.60 Milan Companies Register, tax code and VAT no. 04642290961 - REA no. 1763158

DIRECTORS' EXPLANATORY REPORT ON THE SECOND ITEM ON THE AGENDA OF THE ORDINARY SHAREHOLDERS' MEETING CALLED FOR 18 APRIL 2023 IN SINGLE CALL

ITEM NO. 4 ON THE AGENDA – Appointment of the Board of Statutory Auditors for the term 2023-2025:

• 4.1 Appointment of three Statutory Auditors and two Alternate Auditors;
• 4.2 Appointment of the Chairman of the Statutory Auditors;
• 4.3 Determination of the annual compensation of the members of the Board of Statutory Auditors.

Dear Shareholders,

With the Shareholders' meeting approval of the financial statements as of December 31, 2022, the term of the office of the Board of Statutory Auditors will expire, as appointed by the Shareholders' meeting on June 11, 2020 for the term 2020-2022.

Therefore, You are convened at the Ordinary Meeting to discuss and resolve on the appointment of the Board of Statutory Auditors for the term 2023-2025, pursuant to the terms and the provisions of Art. 24 of the By-laws. In particular, You have been convened for:

• 1. the appointment of three Statutory Auditors and two Alternate Auditors,
• 1. the appointment of the Chairman of the Statutory Auditors, and
• 1. the determination of the annual compensation of the members of the Board of Statutory Auditors.

The new Board of Statutory Auditors will be in office for three financial years until the approval by the Shareholders' meeting of the financial statements as of December 31, 2025.

Points 1 and 2. Appointment of three Statutory Auditors and two Alternate Auditors; appointment of the Chairman of the Statutory Auditors

Pursuant to art. 24 of the By-laws, the Shareholders' meeting appoints the Board of Statutory Auditors, composed by three Statutory Auditors, and determines their compensation. The Shareholders' meeting appoints as well two alternate Statutory Auditors.

The appointment of Statutory Auditors is based on the lists submitted by the Shareholders, pursuant to the procedure set forth in Art. 24 of the By-laws.

The lists indicate the candidates with a sequence number equal to the seat to be filled, distinguishing between the candidates for the office of Statutory Auditors and the candidates for the office of alternate Statutory Auditors.

The Chairman of the Board of Statutory Auditors shall be appointed by the Shareholders' Meeting from the Auditors elected by the minority.

Terms, conditions and requirements for the submission of the lists

Lists may be submitted only by Shareholders that, alone or together with other Shareholders, upon the submission of the list, own shares representing at least 1% of the share capital, pursuant to what CONSOB established under Determination no. 76 of January 30, 2023. The shareholders who are entitled to submit lists are encouraged to take vision of the Policy concerning the Diversity of the Board of Directors and the Board of Statutory Auditors, available in the Company's website (http://www.monclergroup.com, Section "Governance/Documents and Procedures").

The lists shall be filed by, alternatively, (i) hand delivery at the Corporate Affairs Office, Via Andrea Solari, no. 33, 20144 Milan, or (ii) through certified e-mail (at moncler@legalmail.it) within at least twenty-five days before the date of the

Shareholders' meeting (i.e., by 24 March 2023). In the event where – upon the expiration of the above-mentioned deadline for the submission of the lists– only one list was filed, or only lists submitted by Shareholders that are connected to each other pursuant to art. 144-quinquies of the CONSOB Regulation no. 11971 of May 14, 1999 were filed, it is then possible to submit additional lists until the third day following such date (i.e., by 27 March 2023). In such case, the minimum participation to the share capital for the submission of the lists will be reduced and equal to 0.50% of the share capital.

Each Shareholder may submit or participate in the submission of one and only list.

The ownership of the minimum amount of shares required to submit the lists is determined with regard to the shares that are registered in favour of the Shareholder on the day when the lists are filed with the registered office of the Company. The Shareholders that submit the lists must exhibit and/or forward to the registered office of the Company a copy of the appropriate certification released by the intermediary qualified pursuant to the law, even after the filing of the lists, nonetheless at least twentyone days before the date of the Shareholders' meeting.

Each list - composed by a section for the appointment of regular Statutory Auditors and one for the appointment of alternate Statutory Auditors - shall contain the names of the candidates, not higher than the number of the Board of Statutory Auditor members to be appointed, listed with an assigned sequence number. The first candidate in each section must be picked from among the statutory auditors (revisori legali) listed in the appropriate register referred to by Art. 2397 of the Italian Civil Code.

Each candidate may be presented in only one list, under penalty of ineligibility.

In accordance to the gender balance regulations in effect from time to time, the lists that submit a total number of candidates higher than or equal to three must be composed of candidates belonging to both genders, in accordance with the pro tempore regulations in force regarding the balance between genders, as regards both candidates for the office of regular Statutory Auditor and candidates for the office of alternate Statutory Auditor.

The following may not be elected as Statutory Auditors, and if elected shall forfeit their position: those who exceed the limits on the cumulation of positions, or those for whom causes of ineligibility or forfeiture are present, or who do not possess the requirements of integrity and professionalism established by legal and regulatory provisions in effect. Candidates must satisfy the requirements of good standing and professionalism set forth in the applicable regulations and particularly in Decree no. 162 of 30 March 2000 of the Italian Ministry of Justice. Pursuant to Art. 1, paragraph 2 letters b) and c) of Decree no. 162 of 30 March 2000 of the Italian Ministry of Justice, the matters relating to commercial law and tax law, business administration and financial management, as well as the matters and areas related to the activities of the Company are considered strictly pertinent to the scope of the Company itself.

Candidates must also satisfy the independence requirements in accordance with the applicable legislation and the Corporate Governance Code for listed companies. As for situations of ineligibility and limits on the accumulation of directorships and audit appointments that can be held by Statutory Auditors, the current dispositions of law and regulation find full application.

The lists are to be filed along with:

• a. the information related to the identity of the Shareholders that submitted the lists, along with the indication of the percentage of the share capital owned overall, proven by appropriate documentation issued by an intermediary authorized by law;
• b. the declaration of the Shareholders that submitted the list and others than those who own, also jointly, a controlling interest or a relative majority, confirming the

absence of connections with the latter pursuant to article 144quinquies of the CONSOB Regulation no. 11971 of 14 May 1999 also taking account of the recommendations made by CONSOB with Communication no. DEM / 9017893 of 26 February 2009;

c. the curriculum vitae relating to each candidate's personal and professional characteristics and including a list of the administrative and supervisory positions held by each candidate in other companies, as well the statements whereby the individual candidates accept their candidacies and declare, under their own responsibility, that no cause of ineligibility or incompatibility exists and that they possess the requisites prescribed by law, regulations and the By-laws.

The lists for which the provisions recalled above were not complied with are to be considered as not submitted.

It is hereby reminded that Shareholders submitting a "minority list" should follow the recommendations provided by CONSOB with the Communication no. DEM/9017893 issued on 26 February 2009.

Outgoing Statutory Auditors may be re-elected.

As a reminder, pursuant to the applicable law and the Company's bylaws, the Chairman of the Board of Statutory Auditors is appointed among the statutory auditors elected by the minority shareholders.

Disclosure for the proposals of appointment

The Company, at least twenty-one days before the date of the Shareholders meeting (i.e., by March 28, 2023) shall make available to the public at the registered office, on the Company website www.monclergroup.com, in the Section "Governance/Shareholders' Meeting", and on the authorized storage mechanism "eMarket STORAGE", the lists of the candidates filed by the Shareholders.

Method of voting

The Statutory Auditors shall be appointed as set forth, referring to the article 24 of the By-laws for the full version of the method of appointment:

• a. from the list which received the highest number of votes at the Shareholders' meeting, two regular members and one alternate shall be drawn, based on the sequential order in which they are listed in the sections of the list;
• b. from the list which received the second highest number of votes at the Shareholders' meeting and that is not connected in any way, even indirectly, with those who submitted or voted for the list which came first in the number of votes, the remaining regular member – who shall assume the position of Chairman – and the other alternate member shall be drawn, based on the sequential order in which they are listed in the sections of the list. In the event that more than one minority list has received the same number of votes, the list candidate most senior in age shall be appointed regular Statutory Auditor and alternate Statutory Auditor;
• c. in the event that a single list is submitted, the Board of Statutory Auditors shall be drawn entirely therefrom, provided that the list has been approved by a simple majority vote.

If the procedures indicated above do not ensure a composition of the Board of Statutory Auditors that, in its regular members, complies with the gender balance regulations applicable from time to time, the necessary replacements shall be made from the candidates for the position of regular Statutory Auditor on the list which obtained the highest number of votes, in the sequential order in which the candidates are listed.

Publicity of the appointment of the Board of Statutory Auditors

The Company shall immediately inform the public, through a press release pursuant to article 144novies of the Issuers' Regulation, of the appointment of the Board of Statutory Auditors, indicating:

• a. the list from which each of the members has been elected, specifying whether this list was the list submitted and voted by the majority or the minority;
• b. the outcome of the evaluations performed, based on the declaration supplied by the interested or, however, available to the Company, in relation to the possession from one or more of the members of the Board of Statutory Auditors appointed by the Shareholders' meeting of the requirements envisaged in Art. 148, paragraph 3 of the Legislative Decree of 24 February 1998, no. 58.

With reference to the evaluation of potential connections among the lists, the Shareholders are invited to see the recommendations contained in the CONSOB communication DEM/9017893 of 26 February 2009.

Point 3. Determination of the compensation of the members of the Board of Statutory Auditors

Pursuant to Art. 2402 of the Italian Civil Code and art. 24 of the By-laws, the Shareholders' meeting determines the compensation for the Statutory Auditors.

Please note that the compensation for the expiring Board of Statutory Auditors have been originally fixed by the Shareholders' meeting on 11 June 2020 in Euro 60,000 gross per annum for the Chairman and Euro 41,000 gross per annum for each of the other Statutory Auditors.

Dear Shareholders, You are therefore invited to determine the compensation for the members of the Board of Statutory Auditors, based upon the proposals by the Shareholders', balancing the effort required, the relevance of the office held and the size and the sector characteristics of Moncler, in accordance with the recommendations of the Art. 5 of the Corporate Governance Code. Please make also reference to Section 1, Paragraph 8 "Compensation of the members of the Board of Statutory Auditors" of the Report on the policy regarding remuneration and fees paid, available to the public within the terms provided by the applicable law at www.monclergroup.com, Section "Governance/Remuneration".

Dear Sirs, in consideration of the above, we invite you to resolve upon the following, pursuant to the terms and the provisions described above:

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• 1) appointment of the members of the Board of Statutory Auditors;
• 2) appointment of the Chairman of the Board of Statutory Auditors;
• 3) determination of the annual compensation of the members of the Board of Statutory Auditors.

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Milan, February 28, 2023

For the Board of Directors

The Chairman, Remo Ruffini