Moncler

Environmental & Social Information • Mar 15, 2021

Moncler S.p.A. Report on Corporate Governance and Ownership Structures

Registered office: Milan, Via Stendhal, 47 - Share capital: Euro 51,670,524.80 fully paid-in Company Register of Milan and fiscal code no. 04642290961 - REA no. 1763158

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURES

Prepared in accordance with Art. 123-bis of Italian Legislative Decree no. 58 of February 24, 1998 for financial year 2020

Approved by the Board of Directors on February 18, 2021 Published on the website www.monclergroup.com, under sections "Governance/Shareholders' Meeting" and "Governance/Documents and procedures"

	GLOSSARY	5
1	PROFILE OF THE ISSUER	7
2	INFORMATION ON OWNERSHIP STRUCTURES	9
3	COMPLIANCE	19
4	BOARD OF DIRECTORS	19
5	TREATMENT OF CORPORATE INFORMATION	55
6	BOARD COMMITTEES	56
7	NOMINATION AND REMUNERATION COMMITTEE	56
8	REMUNERATION OF DIRECTORS	59
9	CONTROL, RISKS AND SUSTAINABILITY COMMITTEE	59
10	INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM	63
11	INTERESTS OF DIRECTORS AND RELATED PARTY TRANSACTIONS	74
12	APPOINTMENT OF STATUTORY AUDITORS	76
13	COMPOSITION AND FUNCTIONING OF THE BOARD OF STATUTORY AUDITORS	77
14	RELATIONS WITH SHAREHOLDERS	82
15	SHAREHOLDERS' MEETINGS	82
16	ADDITIONAL CORPORATE GOVERNANCE PRACTICES	84
17	CHANGES SINCE THE END OF THE FINANCIAL YEAR	84
18	CONSIDERATIONS ON THE LETTER SENT BY THE CHAIR OF THE CORPORATE GOVERNANCE COMMITTEE ON DECEMBER 22, 2020	85
	TABLES	88

GLOSSARY

Board of Directors or Board	The board of directors of Moncler.
Board of Statutory Auditors	The board of statutory auditors of Moncler.
Consob Market Rules	The Regulation on markets issued by Consob by means of Resolution no. 16191 of March 12, 2007, as subsequently amended and integrated.
Consob Related Party Transactions Regulation or RPT Regulation	The Regulation issued by Consob by way of Resolution no. 17221 of March 12, 2010 on related party transactions, as subsequently amended and integrated.
Consolidated Law on Finance	Italian Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated.
2018 Corporate Governance Code	The corporate governance code of listed companies approved by the Corporate Governance Committee in July 2018 and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria.
Corporate Governance Code	The corporate governance code of listed companies in force at the date of this Report and approved by the Corporate Governance Committee promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria.
Financial Year or Year	The financial year ended December 31, 2020 to which this Report relates.
Internal Control and Risk Management System	The internal control and risk management system of Moncler.
Issuers' Regulation	The Regulation issued by Consob by Resolution no. 11971 of May 14, 1999 regarding stock issuers, as subsequently amended and integrated.
Market Abuse Regulation or MAR	The EU Regulation no. 596/2014 as subsequently integrated and implemented.
Moncler Group or Group	Collectively the Issuer and the other companies directly or indirectly controlled by Moncler pursuant to Art. 93 of the Consolidated Law on Finance.
Moncler or Company	Moncler S.p.A., a company with registered office in Milan, Via Stendhal, 47 - Share capital: Euro 51,661,324.80, Company Register of Milan, taxpayer's code and VAT number 04642290961
Report	The present report on corporate governance and ownership structures, drafted pursuant to Art. 123-bis of the Consolidated Law on Finance as well as according to the recommendations of the Corporate Governance Code.
RPT Procedure	The procedure adopted by the Company with regard to transactions with related parties in accordance with the Consob RPT Regulation.

Shareholders'	The shareholders meeting of Moncler.
Meeting

1 PROFILE OF THE ISSUER

Moncler S.p.A. ("Moncler" or the "Company") is a joint stock company with shares listed on the main market (Mercato Telematico Azionario, the "MTA") of Borsa Italiana S.p.A. ("Borsa Italiana") since December 16, 2013. Moncler is part of the FTSE-MIB index of Borsa Italiana as of March 24, 2014. At the date of this Report the market capitalization of the Company is equal to Euro 13.07 billion.

The Moncler Group operates in the worldwide luxury goods sector and is one of the leading businesses involved in the design, production and distribution of luxury clothing for women, men and children as well as accessories. Moncler directly distributes its collections in more than 70 countries, operating in international markets through five regional organizations. Moncler's distribution network includes monobrand stores, its own e-commerce site (moncler.com) and a selective network of multibrand stores and department stores. To date, the monobrand store network consists of 219 retail stores and 63 wholesale stores.

* * *

On December 7, Moncler and Sportswear Company S.p.A., the company that owns the Stone Island brand ("Stone Island" or "SPW"), announced that they have entered into an agreement whereby Stone Island will become part of Moncler to jointly develop a new vision of luxury. With this operation, united by the philosophy "beyond fashion, beyond luxury", the two Italian brands will strengthen their ability to be interpreters of the evolving cultural codes of the new generations, consolidating their positioning within the new luxury segment. Moncler will make its knowledge and experience available to Stone Island in order to enhance its great growth potential, particularly in the American and Asian markets and in the DTC (Direct to Consumer) channel, as well as sharing the culture of sustainability that has enabled the Company, for the second consecutive year, to rank first as Industry Leader in the "Textile, Apparel & Luxury Goods" sector in the Dow Jones Sustainability World and Europe indexes.

For Moncler, the corporate governance system plays a key role in the transparent and responsible running of business operations of the Group. It contributes significantly to the creation of sustainable medium and long-term value both for Shareholders and stakeholders, in keeping with the best practices of corporate social responsibility applicable in all countries in which the Group operates.

The corporate governance system complies with the principles set forth in the Corporate Governance Code and with the regulatory provisions governing Italian listed companies to whom Moncler complies. It is based on four pillars:

• (i) the pivotal role of administrative and control bodies;
• (ii) the effectiveness and transparency of management decisions;
• (iii) the careful and diligent monitoring of related-party transactions and handling of privileged information;
• (iv) the set of values defined, recognised, shared, and established in both the code of ethics of Moncler (the "Code of Ethics") and company policies.

Moncler has adopted the traditional management and control system pursuant to Art. 2380-bis et seq. of the Italian Civil Code, under which the Board of Directors is entrusted with the management of the business and the Board of Statutory Auditors with the control and supervision functions.

Moncler's governance system guarantees a constant dialogue between the management and the Shareholders, detailed as follows:

• a) the Shareholders' Meeting is a corporate body with exclusively deliberative functions whose powers are limited by law to the most important decisions of the Company's life;
• b) the Board of Directors is the corporate body to which the direction and management of the

Company and the Group is devolved. In addition to the powers assigned to it by law and the Bylaws, the Board of Directors has exclusive jurisdiction over the most important decisions from an economic and strategic point of view, as well as those that are functional to the exercise of monitoring and business direction activities. Within the Board of Directors, the Nomination and Remuneration Committee and the Control, Risks and Sustainability Committee have been set up, both with propositional and consultative functions in line with the recommendations of the Corporate Governance Code, as well as the Related Parties Committee in accordance with applicable laws and regulations and the procedure adopted by the Company;

• c) the Board of Statutory Auditors oversees, among other things, (i) compliance with the law and the Bylaws, as well as compliance with the principles of proper management; (ii) to the extent of its competence, the adequacy of the Company's organisational structure, the internal control system and the administrative and accounting system, as well as the reliability of the latter in correctly representing managing events; (iii) the procedures for the concrete implementation of the corporate governance rules laid down in the codes of conduct to which the Company adheres; (iv) the effectiveness of the internal audit and risk management system, the auditing of the accounts, the independence of the statutory auditor;
• d) the Auditing Firm carries out the statutory audit. The auditing firm is appointed in accordance with the Bylaws by the Shareholders' Meeting on the proposal of the Board of Statutory Auditors. The external auditor carries out its activities independently and autonomously and is therefore not the representative of the majority or minority Shareholders. The statutory audit for the nineyear period 2013-2021 is entrusted to the auditing firm KPMG S.p.A. ("KPMG").

In addition, as part of the Internal Control and Risk Management System adopted by Moncler, a Supervisory Body has been set up to oversee the effectiveness and adequacy of Moncler's internal mechanisms and controls and the organisational and management model pursuant to and for the purposes of Decree 231 (the "231 Model") adopted by the Company, reporting on its implementation. In addition to the Supervisory Board, an important role within Internal Control and Risk Management System is played by, among others, the Group Compliance Function (which operates as a Level II Control Function) as well as the Internal Audit Function (which operates as a Level III Control Function), the Director in charge of Internal Control and Risk Management System, the Control, Risk and Sustainability Committee and the Board of Statutory Auditors.

As parent company, Moncler is responsible for the direction of strategy for the Company and the Group and performs management and coordination activities within the meaning of Art. 2497 and subsequent of the Italian Civil Code by setting out medium-long term strategies in terms of (i) economic and financial results, (ii) business and investment targets and (iii) selling and marketing policies.

The values established by Moncler's Code of Ethics require all employees to ensure that the Group's activities are carried out in accordance with the applicable law, regulations and internal procedure' provisions, within a framework of fair competition, with honesty, integrity and propriety and with respect for the legitimate interests of Shareholders, employees, customers, suppliers, commercial and financial partners and the societies of the countries in which the Moncler Group is present.

Moreover, Moncler developed and adopted an anti-corruption model that provides, among other things, for the regulatory review of corruption offences in the countries in which the Company operates, identifying the areas and business processes most at risk of corruption. More specifically, an anticorruption policy was therefore implemented by each company of the Moncler Group, regulating the responsibilities for monitoring regulatory changes, risk controls, training, audit activities, management, and the reporting of any cases of non-compliance.

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

As noted above, in 2020 Moncler, for the second year in a row, ranked first as Industry leader in the Textile, Apparel & Luxury Goods sector in the Dow Jones Sustainability (DJSI) World and Europe indexes. In addition, it received the Gold Award from S&P Global, an asset manager specializing in sustainable investments. The Dow Jones Sustainability Index is one of the most prestigious sustainability indices in the world. The index includes only the companies rated best in managing their business according to economic, social and environmental responsibility criteria, analyzed by S&P Global, a company expert in sustainability investments that conducted the assessment.

Each year Moncler reports on its performance and sustainability objectives in the Consolidated non-Financial Statement and in its new "Moncler Born to Protect" Strategi Sustainability Plan, which targets five strategic directions: fight against climate change, circular economy, responsible procurement, attention to diversities and support to the local communities.

The Consolidated non-Financial Statement for the Financial Year is available on the Company's website www.monclergroup.com in the "Sustainability/Documents" section.

2 INFORMATION ON OWNERSHIP STRUCTURES

a) Capital structure (pursuant to Art. 123-bis, paragraph 1(a) of the Consolidated Law on Finance)

The share capital results as subscribed and paid-in for Euro 51,670,524.80, consisting of 258,352,624 ordinary shares without nominal value.

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

2016-2018 Performance Shares Plan

9 The Shareholders' Meeting of April 20, 2016 has granted to the Directors the power to increase the share capital for 5 years starting with April 20, 2016, in service of the implementation of the incentive and loyalty plan named "2016-2018 Performance Shares Plan" (the "2016-2018 Performance Shares Plan ") up to a maximum of Euro 760,000.00, through the issuance of maximum of 3,800,000 new ordinary shares par value, having the same characteristics of the ones into circulation, regular dividend rights, at an issuance price equal to the accounting par value of the Moncler shares at the execution date of the subject matter power, through the assignment of the corresponding share of profits and/or reserves of profits as resulting in the last financial statements approved pursuant to Art. 2349 of the Italian Civil

Code, at the terms, with the modalities and, at the conditions provided under the same plan.

The 2016-2018 Performance Shares Plan is addressed to Executive Directors, Key-managers, employees and collaborators, including external consultants, of Moncler and its subsidiaries for the purposes of Article 93 of the Consolidated Law on Finance.

In partial exercise of the powers granted to it by the Shareholders' Meeting of April 20, 2016, the Board of Directors resolved to proceed with a free share capital increase, pursuant to Articles 2443 and 2349 of the Italian Civil Code, for a nominal value of Euro 423,480.00, by allocating a corresponding amount drawn from the available reserve to share capital, with the issue of a maximum of 2,117,400 ordinary shares, with regular dividend entitlement. Also in partial exercise of the powers granted to it by the Shareholders' Meeting of April 20, 2016, the Board of Directors once again resolved to proceed with a free share capital increase, pursuant to Articles 2443 and 2349 of the Italian Civil Code, for a nominal value of Euro 60,960, by allocating a corresponding amount drawn from the available reserve to share capital, with the issue of 304,800 ordinary shares.

For any further information on the 2016-2018 Performance Shares Plan, please see the information document prepared pursuant to Art. 84-bis of the Issuers' Regulation and also in the Report on Remuneration, published on the Company's website www.monclergroup.com, under section "Governance/Remuneration" and "Governance/Shareholders' Meeting ".

2018-2020 Performance Shares Plan

In addition, on April 16, 2018, the Ordinary Shareholders' Meeting approved, pursuant to Article 114 bis of the Consolidated Law on Finance, the adoption of the incentive and loyalty plan called "2018-2020 Performance Shares Plan" addressed to Executive Directors and/or Key Managers, and/or employees and/or collaborators, including external consultants, of Moncler and its subsidiaries. On the same date, the Extraordinary Shareholders' Meeting did not approve the proposal to grant the Board of Directors the power, pursuant to Art. 2443 of the Italian Civil Code, to increase the share capital, free of charge and divisible and also in several tranches, pursuant to Art. 2349 of the Italian Civil Code, by a maximum of Euro 560,000 with the issue of a maximum of 2,800,000 ordinary shares, to be assigned to the employees of Moncler and its subsidiaries who are beneficiaries of the aforementioned plan. Therefore, Moncler treasury shares will be used to service the "2018-2020 Performance Shares Plan".

For any further information on the 2018-2020 Performance Shares Plan, please see the information document prepared pursuant to Art. 84-bis of the Issuers' Regulation and also in the Report on Remuneration, published on the Company's website www.monclergroup.com, under section "Governance/Remuneration" and "Governance/Shareholders' Meeting".

2020 Performance Shares Plan

On June 11, 2020, the Ordinary Shareholders' Meeting resolved to empower the Directors for 5 years from June 11, 2020 to increase the share capital to support the implementation of the incentive and loyalty plan called "2020 Performance Shares Plan" (the "2020 Performance Shares Plan "), for a maximum of Euro 4000,000 and the issue of a maximum of 2,000,000 new ordinary shares with no indication of nominal value, having the same characteristics of the ones into circulation, regular dividend rights, at an issuance price equal to the accounting par value of the Moncler shares at the execution date of the granting of the power, through the assignment of the corresponding share of profits and/or reserves of profits as resulting in the last financial statements approved pursuant to Art. 2349 of the Italian Civil Code, at the terms, with the modalities and, at the conditions provided under the same plan.

The 2020 Performance Shares Plan is reserved for Executive Directors, Key-managers, employees, collaborators and consultants of Moncler and its subsidiaries pursuant to Art. 93 of the Consolidated Law on finance.

For any further information on the 2020 Performance Shares Plan, please see the information document prepared pursuant to Art. 84-bis of the Issuers' Regulation and also in the Remuneration Report, published on the Company's website www.monclergroup.com, under sections "Governance/Remuneration" and "Governance/Shareholders' Meeting".

b) Restrictions on the transfer of securities (pursuant to Art. 123-bis, paragraph 1(b) of the Consolidated Law on Finance)

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

It should be noted that the Framework Agreement (as defined in the following paragraph under letter g) "Shareholders' Agreements") entered into on December 6, 2020 between Moncler and the SPW Shareholders provides for lock-up obligations through which Moncler and the SPW Shareholders intended to establish limits on the disposal of the newly issued Moncler SPW Shareholders' Shares resulting from the capital increase in the period immediately following their subscription, for the purpose of stabilizing the security. With respect to the content of these obligations and for all the relevant details, reference should be made to the following paragraph under letter g) "Shareholders' Agreements" and to the essential information of the Framework Agreement, as per Art. 130 of the Issuers' Regulations, published on the Company's website www.monclergroup.com, in the section "Governance/Documents and procedures".

In addition, for completeness, it is here noted that Acamar and Venezio Shareholders' Agreement (as defined under paragraph g) "Shareholders' agreements") entered into on August 3, 2016, and subsequently amended on June 17, 2019 and extended on May 21, 2020 until August 3, 2021, by Ruffini Partecipazioni Holding S.r.l., on one side, and Venezio Investments Pte Ltd. on the other side, and Remo Ruffini in relation to certain obligations undertaken by the same, prescribes, inter alia, a pre-emption right in favour of Venezio Investments Pte Ltd. in case of transfer for a consideration from Ruffini Partecipazioni S.r.l. of a number of Moncler shares representing the entire shareholding held in Moncler (in relation to which, please refer to paragraph g) "Shareholders' Agreements"). Further any further information, please refer to the essential information referred to in Art. 130 of the Issuers' Regulation, published on the Company's website www.monclergroup.com, in section "Governance/Documents and procedure".

c) Significant direct and indirect holdings (pursuant to Art. 123-bis, paragraph 1(c) of the Consolidated Law on Finance)

Significant direct or indirect holdings in Moncler's share capital are stated in Table 1 in the appendix, which has been prepared on the basis of the notifications received by the Company pursuant to Art. 120 of the Consolidated Law on Finance up to the date of this Report.

d) Securities with any special rights (pursuant to art. 123-bis, paragraph 1(d) of the Consolidated Law on Finance)

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

e) Employee share schemes: mechanism for the exercise of voting rights (pursuant to Art. 123-bis, paragraph 1(e) of the Consolidated Law on Finance)

At the date of the present Report, the Company adopted the remuneration plans for Directors and employees of the Group described in the Remuneration Report, as well as the disclosure document prepared pursuant to Art. 114-bis of the Consolidated Law on Finance and Art. 84-bis of the Issuers'

Regulations, available on the Company website www.monclergroup.com under sections "Governance/Remuneration" and "Governance/Shareholders' Meeting".

These plans do not provide for the allocation of voting rights to parties other than the relative beneficiaries, nor particular mechanisms for the exercise of the voting right.

f) Restrictions on voting rights (pursuant to Art. 123-bis, paragraph 1(f) of the Consolidated Law on Finance)

There are no restrictions on voting rights.

g) Shareholders' agreements (pursuant to Art. 123-bis, paragraph 1(g) of the Consolidated Law on Finance)

Acamar and Venezio Shareholders' Agreement

On August 3, 2016 (the "Original Execution Date"): (i) RPH - at the time direct shareholder of Moncler - transferred to Venezio Investments Pte Ltd. ("Venezio" or the "Investor") and Acamar S.r.l. ("Acamar") a total holding representing 24.4% of the share capital of the newly incorporated company RP, all in accordance with the provisions of the share purchase and sale agreement entered into on July 28, 2016 (the "QPA"); and (ii) RPH, the Investor and Acamar entered into a shareholders' agreement (the "Original Acamar and Venezio Agreement"), subsequently amended on September 16, 2016, in order to define the terms and conditions of their mutual relations as shareholders of RP and containing relevant shareholders' agreements pursuant to the Art. 122 of the Consolidated Law on Finance, which has been published in accordance with the law. The Original Acamar and Venezio Agreement was also signed by Mr. Remo Ruffini ("RR") and Mr. Juan Carlos Torres for some specific commitments undertaken by them, as controlling shareholders of RP and Acamar respectively.

On April 8, 2019, the shareholders' agreement entered into on October 14, 2016 between, inter alia, RP and ECIP M S.A., containing certain significant shareholders' agreements pursuant to Article 122 of the Consolidated Law on Finance relating to Moncler and subject to separate publication pursuant to applicable law and regulations, was terminated in advance by the parties with mutual consent, in accordance with the provisions provided therein (the "Eurazeo's Anticipated Termination").

On April 10, 2019 Acamar sent a notice of termination to RPH and the Investor expressing its intention to withdraw from RP, in accordance with the terms and conditions of the Original Acamar and Venezio Shareholders Agreement (the "Acamar's Termination"). As a result of Acamar's Termination, Acamar: (i) ceased to be a member of RP starting from June 9, 2019; and (ii) as a result of the early withdrawal procedure set forth in the Original Acamar and Venezio Agreement, on June 26, 2019 Acamar received from RP no. 1,484,320 ordinary shares of Moncler, on top of an additional cash amount due to the same under the Original Acamar and Venezio Agreement.

On 17 June 2019, Venezio and RPH (the "Parties") and RR (for the specific commitments undertaken by the same as controlling shareholder of RPH) - also taking into account Acamar Termination and Eurazeo Anticipated Termination - intended to extend and partially amend the Original Acamar and Venezio Agreement with effect from the date on which Acamar received the full amount due to it following the withdrawal from RP pursuant to the Acamar and Venezio Original Agreement, i.e., on June 26, 2019 (the Original Acamar and Venezio Agreement, as subsequently renewed and partially amended, the "Acamar and Venezio Shareholders Agreement").

12 On November 12, 2019, following the execution of Venezio's partial withdrawal from RP in accordance with the terms and conditions of the Acamar and Venezio Shareholders Agreement, 7,442,218 ordinary shares of Moncler were transferred to Venezio, in addition to the cash amount due to it under the Acamar and Venezio Shareholders Agreement, as communicated to the market on the same date.

In compliance with the terms and conditions provided for in the Acamar and Venezio Shareholders Agreement, on April 29, 2020 RPH and RR sent to Venezio a request to renew the Acamar and Venezio Shareholders Agreement for a further 12 month-period starting from August 3, 2020 (the "Renewal Request 2020"); after 15 days, on May 21, 2021, Venezio tacitly accepted the Renewal Request 2020. Consequently, the duration of Acamar and Venezio Shareholders Agreement has been extended until August 3, 2021.

The shareholders' agreements contained in the Acamar and Venezio Shareholders Agreement are attributable to a voting syndicate and an agreement that sets limits on the transfer of financial instruments, pursuant to Article 122, paragraph 1 and paragraph 5, letter b), of the Consolidated Law on Finance. These agreements relate to RP and Moncler.

With respect to the governance of Moncler, the Acamar and Venezio Shareholders Agreement provides, inter alia, that starting with the first renewal of the Moncler Board of Directors appointed by the Issuer's Shareholders' Meeting on April 16, 2019 and for the duration of the term of the agreement itself, the Parties shall ensure that RP: (i) exercise its voting rights at the relevant Moncler Shareholders' Meetings so that the Board of Directors is composed of 11 members, at least 4 of whom are Independent; (ii) submit and vote on a list of 11 candidates that complies with the regulations on independence requirements and gender balance, composed as follows (the "RP List"): (a) 1 candidate meeting the independence requirements to be designated by Venezio; (b) all the remaining candidates will be designated by RP on the exclusive instructions of RPH (which will also have the right to designate RR as the first candidate on the list so as to ensure that he or she is appointed as Chairman of the Board of Directors in the event that the list submitted by RP obtains the highest number of votes), including at least 3 of the candidates meeting the independence requirements.

With respect to the transfer of Moncler shares, the Acamar and Venezio Shareholders' Agreement provides, among other things, that in the event that RP intends to transfer to a third party for consideration a number of Moncler shares that does not constitute the entire interest held in Moncler by RP, such transfer will be subject to the Investor's pre-emption right under the same terms as the Investor's pre-emption right in the event of a transfer of RP's interest. In the event that RP intends to transfer to a third party for consideration a number of Moncler shares representing RP's entire interest in Moncler, RP shall be free to make such transfer for consideration provided that the proceeds from the transfer to be received by the Investor downstream of the distribution of the proceeds received will enable the Investor to achieve a return on its investment of not less than an IRR of at least 25%. RP shall in any event have the right to validly carry out the transfer for consideration of the entire stake held in Moncler in the event that RPH guarantees and/or causes RP to guarantee to the Investor a total cash consideration equal to the amount necessary - together with the proceeds deriving from the transfer for consideration to be received by the Investor - to allow the Investor to realize a return on its investment not less than the aforementioned IRR.

It should be noted that, pursuant to the provisions of the Investment Agreement (as defined below), entered into on December 6, 2020 between RPH, RR, the SPW Members and CR (as defined below), with respect to which reference is made to the following Paragraph, Venezio's full exit from RP's share capital and the definitive termination of the Acamar and Venezio Shareholders Agreement constitute one of the relevant circumstances for the purposes of the contribution of the SPW Members' Moncler Shares to RP.

The essential information concerning the shareholders' agreements contained in the Acamar and Venezio Shareholders' Agreement has been published, pursuant to Art. 130 of the Issuers' Regulations, on the Company's website www.monclergroup.com, in section "Governance/Documents and Procedures".

Agreements entered into in the context of the Stone Island Combination Transaction in Moncler

13 On December 6, 2020 (the "Subscription Date"), Moncler, on the one hand, and Rivetex S.r.l.

("Rivetex"), a company affiliated with Carlo Rivetti ("CR"), as well as other members of the Rivetti family (jointly with Rivetex, the "SPW Shareholders"; Moncler and the SPW Shareholders, jointly, the "Parties"), on the other hand, entered into a framework agreement (the "Framework Agreement") governing the terms of the combination of Stone Island into Moncler (the "Combination Transaction" or the "Material Transaction") and thus the purchase by Moncler of the total interest held by the SPW Shareholders in SPW (equal in total to 70% of the share capital); since Moncler's objective is to acquire the entire share capital of SPW at the closing of the Merger (the "Closing Date"), the Framework Agreement also defines a path to allow, in compliance with and in execution of the agreements in place between the SPW Shareholders and SPW's bylaws, the adherence to the transaction also by Venezio, which holds the remaining 30% of SPW's share capital.

The SPW Shareholders have undertaken, as of the Closing Date - subject to the fulfilment of the conditions precedent provided for as part of the Combination Transaction - to reinvest an amount equal to 50% of the consideration provided for the sale of SPW through the subscription of an increase in the share capital of Moncler reserved for the SPW Shareholders pursuant to Article 2441, paragraph 5, of the Italian Civil Code, against which they will receive a total of 10,731,116 newly issued Moncler shares (the "SPW Shareholders Moncler Shares").

Also in the context of the Combination Transaction, on the Subscription Date, as per the press release of December 7, 2020, RPH, on the one hand, and the SPW Shareholders, on the other hand, as well as, with respect to certain specific commitments undertaken by them, RR and CR, entered into an investment agreement (the "Investment Agreement"), aimed at regulating - subject to certain relevant circumstances - the terms and conditions (a) of the contribution to RP by the SPW Shareholders of the SPW Shareholders Moncler Shares through a company specifically incorporated for this purpose as well as (b) of their mutual relations as RP shareholders.

As of the date of the Report, all parties involved in the Combination Transaction are working on the finalization of the agreements by March 31, 2021 to proceed with the consolidation of SPW into Moncler as of April 1, 2021.

The provisions of the Framework Agreement and the Investment Agreement relevant for the purposes of this paragraph and in effect as of the date of the Report are set forth below.

1) Framework Agreement between the SPW Shareholders and Moncler regarding the combination between Moncler and SPW

As mentioned above, pursuant to the Framework Agreement, the SPW Shareholders have undertaken on the Closing Date, subject to the fulfilment of the conditions precedent laid down in the Material Transaction, as defined below, to reinvest an amount equal to 50% of the consideration envisaged for the sale of SPW by subscribing to an increase in the share capital of Moncler reserved for the SPW Shareholders pursuant to Art. 2441, paragraph 5, of the Italian Civil Code, against which they will receive 10,731,116 newly issued Moncler shares constituting the SPW Shareholders Moncler Shares.

Certain provisions of the Framework Agreement could be considered material pursuant to Article 122, paragraph 5, letters a) and b) of the Consolidated Law on Finance; therefore, the Stone Island Parties have prudently decided to proceed with publication in accordance with the terms and procedures provided for therein.

The Framework Agreement provides for, among other things:

(i) lock-up obligations through which Moncler and the SPW Shareholders intended to establish limits on the disposal of newly issued SPW Partners Moncler Shares resulting from the capital increase in the period immediately following their subscription, for the purpose of stabilizing the stock. Specifically, the Framework Agreement provides that the 10,731,116 newly issued Moncler shares constituting the SPW Shareholders Moncler Shares (and only these shares) will be subject to a lock-up period (the "Lock-Up") of 12 months from the Closing Date, it being understood that,

on expiry of this period, this Lock-Up will apply for a further 6 months (and therefore until the expiry of the 18th month from the Closing Date) limited to 50% of the SPW Shareholders Moncler Shares. It is provided that (i) the Lock-Up shall not apply in the event of, inter alia, direct or indirect transfer of SPW Shareholders Moncler Shares effected by means of an off-market transaction in favor of any holding company or vehicle, controlled or participated in (directly or indirectly) by the receiving party and to be used for the sole purpose of managing the investment in Moncler (provided that such vehicles, without prejudice to the provisions of point (ii) below, shall adhere to, and assume, the commitments set forth in the Lock-Up) and (ii) in the event that the recipient (or a transferee thereof) of the SPW Shareholders Moncler Shares referred to in point (i) above already owns Moncler shares as of the Closing Date, the Lock-Up will apply only with respect to the newly issued SPW Shareholders Moncler Shares received by such recipient, while any sale of Moncler shares up to the amount of those already owned as of the Closing Date will not be subject to any restriction; in this case, it is therefore envisaged that the Lock-Up will apply only to the transfer of Moncler shares in excess of the shares already held by the receiving party and, therefore, only after any transfer of such shares;

(ii) that during the period between the Subscription Date and the Closing Date (the "Interim Period"), Moncler and its subsidiaries, without the consent of Rivetex, refrain from adopting resolutions regarding, inter alia, a capital increase (except for an increase having as object the issuance of SPW Shareholders Moncler Shares and/or the issuance of shares in service of stock option plans), any acquisition or merger to the extent that the target or entity with which the merger is contemplated has an enterprise value in excess of 10% of Moncler's capitalization as of the Subscription Date.

Pursuant to the Framework Agreement, the Lock-Up commitment is effective for 12 months from the Closing Date, it being understood that, upon expiry of such period, such Lock-Up will apply for a further 6 months (and, therefore, until the expiry of the 18th month from the Closing Date) limited to 50% of the SPW Shareholders Moncler Shares. The provisions relating to the Interim Period shall apply from the Subscription Date until the Closing Date.

The essential information concerning the shareholders' agreements contained in the Framework Agreement has been published, pursuant to Art. 130 of the Issuers' Regulations, on the Company's website www.monclergroup.com.

2) Investment agreement between RPH, RR, SPW Partners and CR

The Investment Agreement was entered into by RPH and, only for certain specific purposes, by RR, on the one hand, and by the SPW Shareholders and, only for certain specific purposes, by CR, on the other hand, in order to define some preparatory elements for the implementation of the Material Transaction and to regulate - subject to (i) the closing of the Material Transaction and the consequent transfer to the SPW Shareholders of the SPW Shareholders Moncler Shares; (ii) Venezio's full exit from RP's share capital, with consequent termination of the Acamar and Venezio Shareholders Agreement and assignment to Venezio of a stake in Moncler (equal to 2.9% before the Moncler capital increase to service the Combination Transaction) corresponding, in transparency, to its stake in RP, as well as (iii) Consob's response to any question raised by the parties, confirming the absence (also for the applicability of the exemption under art. 49, paragraph 1, letter e) of the Issuers' Regulations) of the obligation to promote a takeover bid as a result of the provisions of the Investment Agreement, the terms and conditions: (a) of the contribution to RP of the SPW Shareholders Moncler Shares (the "Contribution") through a newly incorporated company exclusively dedicated to this purpose ("Newco S"); as well as (b) of their mutual relations as RP shareholders, whose sole initial purpose will be to manage their stake in Moncler (including the SPW Shareholders Moncler Shares).

The shareholders' agreements contained in the Investment Agreement are attributable to a voting syndicate and a pact that sets limits on the transfer of financial instruments, relevant under the terms of

Art. 122, paragraph 1 and paragraph 5, letters a) and b), of the Consolidated Law on Finance and concern RP and Moncler.

The Investment Agreement contains certain provisions concerning the governance of Moncler, following the closing of the Material Transaction.

In particular, in relation to the Board of Directors of Moncler, it is provided, inter alia, that: RPH undertakes that, as of the Closing Date of the Combination Transaction, (a) CR (or, where CR is unable to take office due to objective impediment not depending on his will, CR's son Silvio or wife, in accordance with the instructions of Newco S) will be appointed as a member of the Board of Directors as well as (b) CR (or, where CR is unable to take office due to objective impediment not depending on his will, his son Silvio) will be appointed to Moncler's Strategic Committee.

As of the first renewal of Moncler's Board of Directors appointed on April 16, 2019, it is expected that RP: (a) exercise its voting rights at the relevant Moncler Shareholders' Meeting(s) so that the Board is composed of 11 members (or, where RPH in its sole discretion deems it appropriate, 12 members), at least 4 of whom are independent and elected through a list voting mechanism pursuant to the provisions of Article 13 of the Bylaws; (b) submit and vote on a list of 11 (or, as the case may be, 12) candidates that complies with the requirements of independence and gender representation set forth by applicable law and structured as follows: (i) 1 candidate will be designated by Newco S in the person of CR (or, where CR is unable to take office due to objective impediment not depending on his will, another person chosen by Newco S from among CR's son Silvio and wife); (ii) 1 candidate, meeting the independence requirements, will be designated by mutual agreement between Newco S and RPH; (iii) all the remaining candidates will be designated by the Company on the exclusive instructions of RPH. The effectiveness of the designation in RP's list of the candidates indicated pursuant to points (i) and (ii) above is subject to the signing and delivery to RPH of a letter in which each of these candidates undertakes to resign immediately from office in the event that, following termination of the Investment Agreement, the stake held directly or indirectly by Newco S (or collectively by the S Shareholders) in Moncler falls below 3% of Moncler's share capital.

Furthermore, the Investment Agreement provides for certain limitations on the transfer of interests in Moncler. In particular, in the event of transfer of Moncler shares owned by RP, the following alternatives will apply:

• (i) in the event that the total number of Moncler shares subject to the transfer represents a stake of no more than 5% of Moncler's share capital, Newco S shall be entitled to request that RPH transfer to Newco S a stake in RP (the "Incremental Shareholding") such that, following such transfer of the Incremental Shareholding, the number of Moncler shares indirectly held by Newco S through RP remains unchanged with respect to the situation prior to the transfer of the Moncler shares; in the event that Newco S sends the aforesaid communication, RPH is required to sell to the SPW Shareholders, who will purchase, a share of RP's share capital determined on the basis of a formula provided for in the Investment Agreement;
• (ii) in the event that the total number of Moncler shares subject to the transfer of Moncler shares (possibly cumulated with previous transfers of Moncler shares) represents an interest of more than 5% of the share capital of Moncler, this situation will constitute a material circumstance for the activation of a special right of withdrawal in favor of Newco S. In this case, it is expressly provided in the Investment Agreement that: (i) the number of Moncler shares that Newco S will be entitled to receive in the event of withdrawal will be calculated without taking into account the effect of the transfer of relevant Moncler shares; and (ii) the net proceeds earned by RP from the transfer of Moncler shares will not be distributed in favor of Newco S.

The essential information concerning the shareholders' agreements contained in the Investment Agreement has been published, pursuant to Art. 130 of the Issuers' Regulations, on the Company's website www.monclergroup.com.

h) Change of control clauses (pursuant to Art. 123-bis, paragraph 1(h) of the Consolidated Law on Finance) and provisions on public tender offers in the Bylaws (pursuant to Art. 104, paragraph 1-ter and art. 104-bis, paragraph 1 of the Consolidated Law on Finance)

Moncler and its subsidiary Industries S.p.A. ("Industries"), are parties within their ordinary activity, of certain agreements for commercial lease and joint venture, which provide for, as customary negotiation practice for similar agreements, clauses which, if applied, may grant to each party the right to solve or amend such agreements in case of a change of control of such parties.

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

i) Delegated powers to increase share capital and authorisations to purchase treasury shares (pursuant to Art. 123-bis, paragraph 1(m) of the Consolidated Law on Finance)

Delegated Powers to increase the share capital

The Extraordinary Shareholders' Meeting of April 20, 2016 grants to the Directors the power to increase the share capital for 5 years starting with April 20, 2016, in service of the implementation of 2016-2018 Performance Shares Plan up to a maximum of Euro 760,000.00, through the issuance of maximum of 3,800,000 new ordinary shares par value, having the same characteristics of the ones into circulation, regular dividend rights, at an issuance price equal to the accounting par value of the Moncler shares at the execution date of the subject matter power, through the assignment of the corresponding share of profits and/or reserves of profits as resulting in the last financial statements approved pursuant to Art. 2349 of the Italian Civil Code, at the terms, with the modalities and, at the conditions provided under the same plan.

In partial exercise of the powers granted to it by the Shareholders' Meeting of April 20, 2016, the Board of Directors resolved to proceed with a free share capital increase, pursuant to Articles 2443 and 2349 of the Italian Civil Code, for a nominal value of Euro 423,480.00, by allocating a corresponding amount drawn from the available reserve to share capital, with the issue of a maximum of 2,117,400 ordinary shares, with regular dividend entitlement.

Also in partial exercise of the powers granted to it by the Shareholders' Meeting of April 20, 2016, the Board of Directors once again resolved to proceed with a free share capital increase, pursuant to Articles 2443 and 2349 of the Italian Civil Code, for a nominal value of Euro 60,960, by allocating a corresponding amount drawn from the available reserve to share capital, with the issue of 304,800 ordinary shares, by allocating a corresponding amount drawn from the available reserve to share capital.

In addition, the Company's Extraordinary Shareholders' Meeting approved to grant the power to the Directors for 5 years from April 20, 2016 to proceed with increase of the share capital to support the implementation of incentive and loyalty plan called "2020 Performance Shares Plan" for a maximum amount of Euro 400,000 with the issue of up to 2,000,000 new ordinary shares with no indication of nominal value, having the same characteristics of the ones into circulation, regular dividend rights, at an issuance price equal to the accounting par value of the Moncler shares at the execution date of the granting of the power, through the assignment of the corresponding share of profits and/or reserves of profits as resulting in the last financial statements from time to time approved pursuant to Art. 2349 of the Italian Civil Code, at the terms, with the modalities and, at the conditions provided under the same plan.

Please note that pursuant to Art. 7 of the Bylaws, the Company may issue equity financial instruments, but the Shareholders' Meeting did not grant any power to the Board of Directors.

Purchase and disposition of treasury shares

On June 11, 2020, the Ordinary Shareholders' Meeting revoked, for the part not implemented, the authorization to purchase and dispose of the Company's ordinary shares granted by resolution of the Shareholders' Meeting on April 16, 2019 and, at the same time, resolved to authorize the purchase of the Company's treasury shares, on one or more occasions, for a period not exceeding 18 months, in accordance with the terms and conditions set out in detail in the Shareholders' Meeting resolution.

At the date of this Report, the Company holds 5,585,803 treasury shares, equal to 2.2% of the share capital.

j) Management and coordination (pursuant to Art. 2497 et seq. of the Italian Civil Code)

The Company, controlled de facto indirectly by Remo Ruffini, by means of the company Ruffini Partecipazioni Holding S.r.l. ("RPH"), a company incorporated under the laws of Italy, whose corporate capital is held 100% by Remo Ruffini and Ruffini Partecipazioni S.r.l., company incorporated under the laws of Italy, indirectly controlled by Remo Ruffini through RPH, is not subject to management and coordination, according to the evaluation of the relevant requirements by the Board of Directors' meeting held on February 26, 2018. The Company is also the holding of the Moncler Group.

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

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

• (i) RPH does not draft nor approves industrial, financial, strategic plans and does not approve the budget relating to Moncler;
• (ii) RPH does not infer in the definition of commercial or market strategies of Moncler;
• (iii) RPH does not issue any directive or instruction to Moncler or its controlled companies in relation to financial or credit matters, or in relation to its counterparty or any extraordinary transaction;
• (iv) RPH is not required to provide its prior consent in relation to investment transactions of Moncler or its controlled companies;
• (v) Moncler has never adopted and does not apply the policy, the regulations or the structuring imposed or recommended by RPH.

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

More generally, as the parent the Company directs corporate and Group strategies, is the owner of the Moncler brand, for which it determines the Moncler Group's brand management policies, and establishes the Group's activities with respect to communication and marketing strategies, starting with the presentation of new collections and going through to retail and wholesale sales activities.

* * *

In conclusion, it is hereby stated that:

(i) the information required by Art. 123-bis, paragraph 1(i) of the Consolidated Law on Finance regarding "agreements between the company and the directors (…)which provide for an indemnity in the event of

resignation or dismissal without just cause or if their employment relationship ceases as the result of a public tender offer" can be found in the report on remuneration policy and fees paid prepared and published pursuant to art. 123-ter of the Consolidated Law on Finance;

(ii) the information required by Art. 123-bis, paragraph 1(l) of the Consolidated Law on Finance regarding "the rules applicable to the appointment and replacement of directors (…) as well as amendments to the Bylaws, if different from the legislative and regulatory rules applicable by way of supplement" is described in paragraph 4.1 of this Report on the Board of Directors.

3 COMPLIANCE

Until the end of the Financial Year, Moncler adhered to the Corporate Governance Code for listed companies approved in 2018 by the Corporate Governance Committee, which is accessible to the public on the website of the Corporate Governance Committee on the page:

https://www.borsaitaliana.it/comitato-corporate-governance/codice/2018clean.pdf

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

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

In this Report - based on the principle of "comply or explain" which underlies the Corporate Governance Code – reference is made to any and all recommendations the Company (up to date) has deemed not yet to comply with, either wholly or partially.

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

4 BOARD OF DIRECTORS

4.1 APPOINTMENT AND REPLACEMENT (pursuant to Art. 123-bis, paragraph 1(l) of the Consolidated Law on Finance)

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

Without prejudice to the provisions pursuant to the agreements entered into as part of the Stone Island Combination Transaction in Moncler, described in Paragraph 3 letter g), as of the date of this Report, Art. 13 of the Bylaws provides that the Company shall be, the Company is managed by a Board of Directors consisting of either 11 or 13 members. The Shareholders Meeting sets the number within the above limits before appointing this body. Directors are appointed for a term of three financial years, or for a different period which in any case may not exceed three financial years, that is established on appointment, and may be re-elected.

Directors must hold the requirements established by the law, by the Bylaws and by any other applicable provisions in order to hold office as Director.

The provisions of the Bylaws which govern the composition and appointment of the Board of Directors enable the requirements of the law as per Artt. 147-ter et seq. of the Consolidated Law on Finance and the relative implementation regulations to be met, as summarised in the following.

More specifically, Art. 13.3 of the Bylaws establishes that in compliance with the rules in effect from time to time pertaining to gender balance, Directors shall be appointed by the Shareholders' Meeting on

the basis of lists submitted by Shareholders in compliance with the legal and regulatory provisions in effect from time to time, on which candidates, no more than 13 in number and possessing the requisites provided for by the legal and regulatory provisions in effect from time to time, are to be listed with an assigned sequential number.

Art. 13 of the By-laws provides that the lists that include a number of candidates equal to or higher than three must be composed of candidates belonging to both genders, in compliance with the pro tempore regulations in force concerning the balance between genders.

As for the gender balance, it is worth noting that Law no. 120 dated July 12, 2011 (the "Law 120/2011") introduced the obligation for listed companies to reserve at least one third of the positions of Directors for the less represented gender of the appointed Directors. The Board of Directors of the Company in charge at the date of this Report, appointed by the Shareholders' Meeting on April 16, 2019, is compliant with the discipline provided by the Law 120/2011 and to the recommendations of the Corporate Governance Code, regarding the balance between genders, since a proportion of at least one third of the directors elected has been reserved to the less represented gender.

On January 1, 2020, Law no. 60 dated December 27, 2019 (the "Law 160/2019") came into force, which provided for a different quota reserved for the least represented gender, equal to at least two-fifths, and established that this criterion shall apply for six consecutive terms, this distribution criterion, pursuant to the provisions of the new Art. 144-undecies.1 of the Issuers' Regulations, as amended by CONSOB through resolution no. 21359 of May 13, 2020, shall apply on the basis of the rounding up criterion.

Therefore, as of the next renewal of the Board of Directors, the least represented gender must obtain no longer one third but at least two fifths of the elected directors, by rounding up, and this allocation criterion will apply for six consecutive mandates; consequently, at least 5 members of the Board of Directors shall represent the less represented gender.

Therefore, also in consideration of the proposed Consob communication containing clarifications regarding the amendments to the provisions of Articles 147-ter and 148 of the Consolidated Law on Finance on the subject of gender balance in the bodies of listed companies made by Law no. 160/2019, in which the Authority proposes to apply the rounding down to the lower unit to corporate bodies made up of three members, Art. 13 of the amended Bylaws provides that lists presenting a number of candidates equal to or greater than three must be made up of candidates belonging to both genders, in accordance with the current pro tempore regulations on gender balance.

At least three Directors holding the independence requirements established by the law or regulatory provisions must be members of the Board of Directors. Each list must indicate which candidates hold the independence requirements established by the law or regulatory provisions in effect from time to time. Independent candidates on each list must be stated at the numbers 2, 4 and 8 of the list, with the non-independent candidates. The lists must be lodged at the Company's registered office and published in accordance with current laws and regulations.

Each shareholder may submit, or participate in the submission of, one and only list and each candidate may be presented in only one list, under penalty of ineligibility.

Pursuant to Art. 13.3 of the Bylaws, lists may be submitted by Shareholders that, alone or together with others, own shares representing at least 2.5% of the capital or such different percentage of participation in the share capital as established by the legal and regulatory provisions in effect from time to time. In this respect, the participation threshold has been recently established by Consob for Moncler pursuant to Art. 144-septies, paragraph 1, of the Issuers' Regulation by way of Resolution no. 44 of January 29, 2021 is 1%.

By the deadlines set by the legal and regulatory provisions in force from time to time, declarations are to be filed along with each list wherein 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 the laws and regulations in effect for the respective positions.

Together with the declarations, curriculum vitae are to be filed relating to each candidate's personal and professional characteristics, indicating the candidate's potential suitability to be classified as independent, within the meaning of the legal and regulatory provisions in effect and the codes of behaviour relating to corporate governance that may have been adopted by the Company.

Lists for which the aforesaid provisions have not been complied with are to be deemed not to have been submitted. Directors who have been appointed are to inform the Board of Directors without delay of the loss of the requisites of independence, as well as of any supervening causes of ineligibility or incompatibility.

Each person entitled to vote may vote for only one list.

When the voting ends, the candidates from the two lists which received the greatest number of votes shall be elected, using the following criteria:

• a) Directors equal in number to the total number of members to be elected, less one, shall be drawn from the list which received a majority of the votes cast, in the sequential order in which they are included on that list;
• b) the remaining Director shall be drawn from the list receiving the second greatest number of votes at the Shareholders' Meeting ("minority list") that is not linked in any way, even indirectly, to those who submitted or voted for the list which came first in terms of number of votes.

In the event of a tied vote for lists a new vote shall be taken by the entire Shareholders' Meeting, with those candidates being elected who obtain a simple majority of the votes.

If, when the voting ends, a sufficient number of Directors has not been elected holding the requisites of independence provided for by the legal and regulatory provisions in effect, the candidate not holding such requisites who was elected last in sequential order from the list which received the greatest number of votes shall be excluded and replaced by the subsequent candidate having the requisites of independence drawn from the same list as the candidate excluded. Such procedure, if necessary, shall be repeated until the number of independent directors to be elected is completed. If, in addition, the candidates elected under the procedures indicated above do not ensure a composition of the Board of Directors that conforms to the gender balance regulations in effect from time to time, the candidate of the more represented gender elected last in sequential order from the list which received the greatest number of votes shall be replaced by the first candidate of the less well represented gender not elected of the same list in sequential order.

This substitution procedure is followed until a Board of Directors composition is ensured that conforms to the gender balance rules in effect from time to time. Finally, if said procedure does not ensure the result just indicated, the replacement shall be made by a resolution passed by the Shareholders' Meeting by a relative majority, after candidacies by persons belonging to the less well represented gender have been submitted.

In the event a single list is submitted, the directors shall be drawn from the list submitted, provided that it has been approved by simple majority vote. If the directors thereby elected do not correspond in number to that of the members of the Board determined by the Shareholders' Meeting or in the event that no list was submitted or in the event that the list submitted does not permit the appointment of independent directors in compliance with the legal and regulatory provisions in effect, the Shareholders' Meeting shall pass resolutions with the statutory majorities; all of which without prejudice to compliance with the gender balance regulations in effect from time to time.

The list voting procedure applies only in case of the appointment of the entire Board of Directors. If during the course of the year one or more directors should come to leave office, the procedures of Art. 2386 of the Italian Civil Code are to be followed. If one or more of the Directors leaving office were drawn from a list also containing the names of candidates not elected, the substitution shall be made

through the appointment, in sequential order, of persons drawn from the list to which the departing director belonged and who are still eligible and disposed to accept the position or, in the absence or unavailability of such candidates on the list, by the appointment of another candidate indicated by the directors drawn from the list to which the departing director belonged. In any event, directors leaving office are to be replaced while assuring the presence of the necessary number of directors holding the requisites of independence established by law and in compliance with the gender balance regulations in effect from time to time.

The Bylaws do not prescribe independent requirements in addition to those required by Art. 148, paragraph 3 of the Consolidated Law on Finance, nor any integrity requirements other than those required by current law. The Bylaws do not contain any professional requirements for holding a position as Director.

The Company is not required to comply with any other provisions regarding the composition of the Board of Directors in addition to those established by the Italian Civil Cod, the Consolidated Law on Finance and the Corporate Governance Code.

Continuity Plans

In accordance with the market practice, the Board of Directors elected on April 20, 2016, after an investigation made by the Nomination and Remuneration Committee, adopted on February 28, 2017 a Leadership Continuity Plan aimed at ensuring the stability of the corporate governance of the Company and the continuity of the operational management of the Group in case of early termination and/or interruption of the offices of Executive Directors, including the position of Chief Executive Officer, and of the Top Management, including Key Managers, by leveraging resources and profiles already present in the corporate structure. The plan aims to mitigate any risk connected with the above cases, in order to mitigate the negative effects of any management discontinuity.

Subsequently, the Board examined the Leadership Continuity Plan and, following the review, after consultation with the Nomination and Remuneration Committee, approved certain amendments aimed to update such document in order to reflect the new organisational structure of both Moncler and the Group. The Board has therefore identified, for each key position, the relevant scope of responsibility, expertise, required skills, strategic targets and has carried out an assessment and weighing of the risk associated with each key position, by identifying the profiles and professional figures already present in the Group able to guarantee business continuity.

The Board of Directors postponed until 2021 the evaluations on the opportunity to update the aforesaid plan to the current financial year, also in consideration of the provisions of the Corporate Governance Code, which requires, starting from the current financial year, that the Board defines, with the support of the Nomination and Remuneration Committee, a plan for the succession of the Managing Director and of the Executive Directors, which at least identifies the procedures to be followed in case of early termination of office and, secondly, ascertains the existence of adequate procedures for the succession of the Top Management.

4.2 COMPOSITION (pursuant to Art. 123-bis, paragraph 2(d) of the Consolidated Law on Finance)

The Ordinary Shareholders' Meeting of April 16, 2019 appointed the Board of Directors currently in office, consisting of 11 members, until approval of the financial statements for the year 2021.

The Board of Directors was appointed on the basis of the following two lists of candidates:

(i) a list of 11 candidates submitted by shareholder Ruffini Partecipazioni S.r.l. also on behalf of ECIP M SA. (the "List 1"); and

(ii) a list of 2 candidates submitted by a group of asset management companies and institutional investors (the "List 2").

List 1 was the most voted (with 81.571% of the share capital represented), while List 2 was voted by 16.492% of the share capital represented. Therefore, on the basis of the provisions of the Bylaws relating to the list voting mechanism in force, 10 Directors were appointed from List 1 and the first candidate from List 2.

The current members of the Board of Directors are as follows:

First and Last Name	Office	Membership list
Remo Ruffini	Chairman of the Board of Directors and Chief Executive Officer	List 1
Marco De Benedetti (a) (b) (c) (d) (e)	Deputy Chairman of the Board of Directors, Independent Director appointed Lead Independent Director	List 1
Nerio Alessandri (a) (b) (f)	Independent Director	List 1
Roberto Eggs	Executive Director	List 1
Gabriele Galateri di Genola (a) (b) (d) (f)	Independent Director	List 1
Alessandra Gritti (a) (b) (c) (f)	Independent Director	List 1
Virginie Morgon (e)	Independent Director (*)	List 1
Diva Moriani (a) (b) (c) (e) (f)	Independent Director	List 1
Stephanie Phair(a) (b) (f)	Independent Director	List 1
Guido Pianaroli (a) (b) (d) (e) (f)	Independent Director	List 2
Luciano Santel	Executive Director	List 1

(a) Director who meets the independence requirements pursuant to the 2018 Corporate Governance Code, in force at the time of evaluation of these requirements.

• (b) Director who meets the independence requirements pursuant to the Consolidated Law on Finance.
• (c) Member of the Nomination and Remuneration Committee.
• (d) Member of the Control, Risks and Sustainability Committee.
• (e) Member of the Related Parties Committee.
• (f) Non-Executive Director.

(*) Compliance with the independence requirement was examined and ascertained upon approval of the Report.

Reference should be made to Table 2 in the appendix for details of the composition of the Board of

Directors.

Set out below is a brief profile of each Director in office with an indication of his or her main personal and professional characteristics which have been identified also with the support of Morrow Sodali S.p.A. ("Morrow Sodali") in its capacity of external advisor.

Sector Experience	v	Social Responsibility
Financial Experience		International Experience
Management		Knowledge of the Markets
Entrepreneurial Experience		Governance
Marketing		Accounting and Financial Statements

Remo Ruffini – Remo Ruffini is the Chairman and Chief Executive Officer of Moncler S.p.A. He lives with his family between Milan and Como, his town of origin, where he was born on August 27, 1961. In 2003 Ruffini took over the helm of Moncler, the legendary Franco-Italian brand which specialized in producing down feather products, undertaking an international relaunch on a grand scale. With his love of challenges and a talent for overall vision, Ruffini left his hallmark on the Monestier-de-Clermont brand with an integrated strategy that combined the entrepreneurial, market related aspects with a multifaceted creative sensitivity which was constantly evolving. His global down jacket strategy marked the international success of Moncler and proved to be an outstanding reinvention of a brand which was floated on the Milan stock exchange just one decade later, in December 2013. On November 9th, 2017 Remo Ruffini has been named Entrepreneur of the Year 2017 for Italy at the XXI Edition of the EY award event held in Milan. On February 20th, 2018 Moncler presented in Milan the Moncler Genius project, resulting from Remo Ruffini's vision which initiates a new chapter for the Brand. Different creative approaches, and therefore collections, redefine the Brand's dialectics in the digital era, able to establish a constant dialogue with the consumer. In May 2018, Remo Ruffini was elected as a member of the Camera Nazionale della Moda Italiana (CNMI) Board of Directors. On June 2018, Remo Ruffini has been named "Cavaliere del Lavoro" or "Knight of Labour". In May 2019, Remo Ruffini was awarded

the prestigious "Guido Carli" award in a ceremony at Palazzo Madama, in the Senate Chamber in Rome. Since its establishment in August 2019, Remo Ruffini has been a member of the Fashion Pact Steering Committee. On December 7, 2019, Remo Ruffini was awarded as Business Leader at the 2019 Fashion Awards at the Royal Albert Hall in London.

Marco De Benedetti – Born in Turin on September 9, 1962, Marco De Benedetti received a degree in Economics from Wesleyan University of Middletown, Connecticut, USA in 1984 and subsequently, in 1987, a Master in Business Administration from the Wharton Business School in Philadelphia, Pennsylvania. From 1998 to 2005 he held the post of Chief Executive Officer of TIM S.p.A. and from July to October 2005 was Chief Executive Officer of Telecom Italia S.p.A.. Subsequently, since November 2005, he has been the Managing Director of The Carlyle Group. He currently holds the office of Director of CIR S.p.A. and GEDI Gruppo Editoriale S.p.A.

Nerio Alessandri – Born in Gatteo (FC) on April 8, 1961 and trained as an industrial designer, in 1983 Nerio Alessandri founded Technogym S.p.A., a leader in products and services for wellness, fitness and rehabilitation. In 2001 he was named a Cavaliere del Lavoro, while in 2004 the Faculty of Motor Sciences of the University of Urbino and in 2005 the Faculty of Engineering of the University of Bologna granted him honorary degrees. His qualities as an entrepreneur have earned him a number of awards and honours, both national and international, including the Premio Guido Carli for corporate social responsibility. A member of the Board of Directors of Confindustria since 2004, he currently holds the posts of Chairman and Executive Director of the Board of Directors of Technogym S.p.A., the post of Chairman of Wellness Holding S.r.l. and Wellness Foundation, Sole Director of Oiren S.r.l., Duke S.r.l. and Nextrend S.r.l., Shareholder and Director of Aedes 1770 s.s.

Roberto Eggs - Born in 1965 and of Italian-Swiss nationality, Roberto Eggs graduated in 1991 in Economics and Management at the University of Fribourg, with subsequent specializations at the London Business School and IMD in Lausanne. He began his professional career in 1992 at the Nestlé Group, as Senior Corporate International Auditor, before moving on to International Marketing Manager at Nespresso from 1995 to 1997. In 1997 he became General Manager of Nespresso Belgilux and Nespresso France, where he remained until 2002. In 2002 he returned to Nestlé Nespresso's headquarters in Lausanne where he held the position of Worldwide Vice President for the Consumer and Business divisions until 2008. In January 2008 he was Chairman and CEO of Nestlé Super Premium S.A. until April 2009. In May 2009 he joined Louis Vuitton as President of Europe, Middle East, India and Africa at the Paris office until April 2015. In May 2015 he joined Moncler as Chief Operating Officer and in July 2017 he became Chief Marketing & Operating Officer. From April 2019, he was appointed Chief Executive Officer of Moncler.

Gabriele Galateri di Genola – Born in Rome on January 11, 1947, Gabriele Galateri di Genola is married with one daughter. He has been "Cavaliere del Lavoro" since May 31, 1999 and was awarded with the prestigious honor of the "Legion d'Onore". He has been the Chairman of Assicurazioni Generali S.p.A. since April 8, 2011. Having graduated with a Master in Business Administration at the Columbia University Business School, he began his professional career in 1971 at the General Directorate of Banco di Roma, firstly as Head of the Financial Analysis Department and subsequently as Head of International Loans Department. In 1974 he joined the Saint Gobain Group firstly as CFO in Italy, then in Paris, where he remained until 1976. In 1977 he joined FIAT S.p.A. where he assumed some offices of increasing responsibility: from Head of North-Centre-South America of the International Finance department to Head of International Finance and, finally, as CFO. In 1986 he was appointed as Chief Executive Officer of Ifil S.p.A and in 1993 he took also the office of Chief Executive Officer and General Director of IFI, which he retained until 2002. In June 2002 he was appointed as the Chief Executive Officer of FIAT S.p.A. From April 2003 to June 2007 he has been the Chairman of the Board of Directors of Mediobanca S.p.A. and from December 3, 2007 to April 12, 2011 the Chairman of Telecom

Italia S.p.A.. He is a non-Executive member of the Board of Directors of Lavazza S.p.A., Fondazione Giorgio Cini Onlus and Edenred S.A.. He is the Chairman of Istituto Italiano di Tecnologia, member of the Corporate Governance Committee of Borsa Italiana, as well as a member of the Board of Overseers of Columbia Business School and member of the International Advisory Board of Bank of America Merrill Lynch and the European Advisory Board of Temasek.

Alessandra Gritti - Degree in Business Administration in 1984 with specialization in Corporate Finance from Bocconi University in Milan. She has held the position of director of several listed and unlisted companies, including a banking institution. She collaborates with institutions and magazines specialized in the financial field. Author of numerous articles and publications on the subject. Founder (with Giovanni Tamburi) of Tamburi Investment Partners S.p.A. of which she is Vice President and Executive Director. TIP is an independent investment/merchant bank focused on the development of mediumsized Italian companies with characteristics of excellence, listed for 15 years on the STAR market (High Requirements Company) of Borsa Italiana, with a capitalization of approximately Euro one billion and two hundred million. TIP has made investments - directly and through the "club deal" formula - for about Euro 3 billion and is currently the first Italian private investor (second in absolute terms after the Cassa Depositi e Prestiti) in this segment, with a particular focus on the manufacturing, fashion/luxury/design and services sectors (retail, tourism and senior citizens) and on companies with an aggregate turnover of approximately 30 billion and approximately 100,000 employees. TIP is a public company with over 100 Italian entrepreneurial families, some of the most prestigious international institutional investors and management. It is currently CEO of: Asset Italia S.p.A., Betaclub S.r.l., Clubitaly S.p.A. and TIP-Pre IPO S.p.A.; Member of the Board of Directors of: Alpitour S.p.A., Beta Utensili S.p.A., Chiorino S.p.A., Eataly S.r.l., Itaca Equity S.r.l., Itaca Equity Holding S.p.A., OVS S.p.A. and Sant'Agata S.p.A.; Sole Director of StarTIP S.r.l. She is also a member of the ESG Committee of Alta Gamma.

27 Virginie Sarah Sandrine Morgon – Born in Tassin-la-Demi-Lune, France on November 26, 1969,

Virginie Morgon took her degree in 1990 in Economics and Finance at the Institut d'Etudes Politiques in Paris and later earned a Masters in Economics and Management at the Università Commerciale Luigi Bocconi in Milan. For over 15 years she worked as an investment banker at Lazard in London, New York and Paris, taking on ever greater responsibilities, among which, starting in 1992, that of European head of the food, retail and consumer goods sector, until in 2000 she became a managing partner of Lazard, a position she held until 2007. In 2008 Virginie Morgon entered Eurazeo as a member of the Executive Board, becoming Deputy CEO in March 2014 and Chairwoman of the Executive Board in March 2018.She is Vice-Chairwoman of the Supervisory Board of Idinvest Partners. Virginie Morgon is also member of the Board of Directors and Chairman of the Audit Committee of L'Oréal and was a member of the Board of AccorHotels.

Diva Moriani – Born in Arezzo, on October 18, 1968, married with one son. She received a Business Administration degree from Università degli Studi di Firenze. Since 2007 she is Executive Vice chairwoman of Intek S.p.A., listed holding company of a group of diversified industrial and financial participations with total revenues higher than Euro 2 billion and with more than 4,00 employees. She has the following executive roles and/or Board positions in the main companies of the Group. From July 2017 she has been Deputy-Chairman of the Supervisory Board of KME SE, German holding company of KME Group, global leading player in the copper and copper alloys semi-finished products industry, with Euro 2 billion of revenue and 3,800 employees in 15 manufacturing plants in Europe, China and US, as well as Chairman of the Audit & Strategy Committee within the Supervisory Board. From 2020 she is Chairman of KME Mansfeld GmbH; KME Germany GmbH; and KME Special Products GmbH. From 2007 to 2012 Chief Executive Officer of I2Capital Partners, a private equity fund sponsored by Intek S.p.A, focused on Special Situations. Since 2004 member of the Board of Directors of Dynamo Foundation and member of the Board of Directors of Associazione Dynamo, first Italian Camp of recreational therapy for children with pathologies, as well as member of the Board of Directors of Dynamo Academy. From May 2020, she is also a Member of CULTI MILANO S.p.A., a company specialized in the production and distribution of ambient and personal care fragrances. From 2014 to 2020 she was a member of ENI S.p.A. Board of Directors and member of its Control and Risks Committee, Compensation Committee and Chairman of the Nomination Committee. Since 2016 is member of the Board of Directors of Assicurazioni Generali S.p.A. and Chairman of Nomination and member of Compensation Committee and Related Parties Committee.

Stephanie Phair – Born in Mexico City, Mexico on August 16, 1978, Stephanie Phair is Chief Customer Officer at Farfetch. She is responsible for the "end-to-end customer experience" area, overseeing marketing, brand, consumer tech product and the "Store of the Future" project. She is a Director of Farfetch and a member of the company's Executive Board. She is also a member of the Farfetch Executive Board. Stephanie is an advisor for venture capital firm Felix Capital and in May 2018, she was appointed Chairman of the British Fashion Council for a three year tenure. Until 2015, she was Founder & President of THE OUTNET.COM, the second business under THE NET-A-PORTER Group, which she launched in 2009. Under her leadership, THE OUTNET became the go-to destination for previous season designer fashion and a large scale, distinctive and profitable business, with a global footprint and over 2 million unique visitors a month. As an Executive Board Member of the NET-A-PORTER Group, Stephanie was involved in defining growth, strategy and leading a number of global initiatives for the Group. Previously, she has been in New York, from 1999 to 2009 where she led Business Development and Product for Portero.com, the first pre-owned online luxury marketplace. At American Vogue, Issey Miyake and Siren PR she focused on communications and marketing, building brands, partnerships and business development.

Guido Pianaroli – Born in Milan, on December 2, 1952, Guido Pianaroli graduated in Business Administration at Università Commerciale Luigi Bocconi in Milan, then he completed a post-degree in Marketing Management at the same university. Mr. Pianaroli started his professional career at Unilever S.p.A. (1980 - 1982), then at Bayer S.p.A. (1982 - 1985), Seagaram (1985 - 1990). After, he has been General Manager of the Italian branch of Estee Lauder S.r.l. between 1990 and 1997, as well Managing Director in Guerlain S.p.A. of the LVMH group. From 2002 he has been Managing Director and General Manager of the Ferrari group, which includes three companies: Ferrari, Surgiva and Segnana, with responsibilities on the international re-launch of some brands.

Luciano Santel – Born in Venice, on October 12, 1956, Luciano Santel took a degree in Business Administration at Università Ca' Foscari di Venezia, then he worked in international audit companies, as Ernst & Young and Arthur Andersen. He worked as Finance Director at IVG and then at Rossignol group. In 1996, he became Chief Operating Officer of Retail Brand Alliance (already Casual Corner group Inc.), where he has been until 1999 when he joined Luxottica Group S.p.A. as Vice President Group International Development. From 2001 to 2009 he has been Chief Corporate Officer at Geox S.p.A., while in 2009 he became Chief Executive Officer in Stefanel S.p.A. He also served as an Independent Director of Luxottica Group S.p.A. from 2015 to 2020. Since 2013 he is Chief Corporate & Supply Officer and Manager assigned to the preparation of accounting documents of Moncler and Managing Director of Industries, and from 2019 he is Managing Director of Moncler.

Aggregate skills

TENURE
<1 Year	0%
1-3 Years	18%
4-6 Years	27%
>6 Years	55%

			Offices held in listed companies
Director	Position	Executive	Non Executive
Remo Ruffini	Chairman of the Board and Chief Executive Officer	-	-
Nerio Alessandri	Independent Director	1	-
Marco de Benedetti	Deputy Chairman, Independent Director and Lead Independent Director	-	1
Roberto Eggs	Executive Director	-	-
Gabriele Galateri di Genola	Independent Director	-	2
Alessandra Gritti	Independent Director	1	1
Virginie Morgon	Independent Director	1	1
Diva Moriani	Independent Director	1	1
Stephanie Phair	Independent Director	1	2
Guido Pianaroli	Independent Director	-	-
Luciano Santel	Executive Director	-	-

No member of the Board of Directors has left office since the end of the Financial Year nor have there been any changes in the composition of the Board of Directors.

Criteria and diversity policies

As of the renewal of Moncler's management bodies the composition of the Board of Directors of the Company ensures an adequate level of diversity, not only in terms of gender composition of the Board, but also in terms of age, education and professional experience.

The Company already enforces diversity criteria, regarding gender as well, in the composition of the Board of Directors, in accordance with the priority objective of ensuring adequate skills and the professionalism of its members.

As for the gender diversity, it should be noted that Law 120/2011 required that at least one third of the Directors elected be reserved to the less represented gender. The composition of the Board of Directors in charge at the date of this Report, appointed by the Shareholders' Meeting on 16 April 2019, is compliant with the discipline provided by the Law 120/2011 and to the recommendations of the Corporate Governance Code, regarding the balance between genders, since a proportion of at least one third of the directors elected has been reserved to the less represented gender.

On January 1, 2020, Law no. 60 dated December 27, 2019 came into force, which provided for a different quota reserved for the least represented gender, equal to at least two-fifths, and established that this criterion shall apply for six consecutive terms, this distribution criterion, pursuant to the provisions of the new Art. 144-undecies.1 of the Issuers' Regulations, as amended by CONSOB through resolution no. 21359 of May 13, 2020, shall apply on the basis of the rounding up criterion. Therefore, as of the next renewal, the lesser represented gender must be reserved for the aforementioned quota.

The Bylaws already provide rules for the composition of lists and supplementary voting mechanisms aimed at ensuring the presence on the Board of Directors of the minimum number of members belonging to the least represented gender, in accordance with the applicable legislation.

Specifically, under Art. 13.3 of the Bylaws, the lists containing a number of candidates that are equal to or more than three must consist of candidates belonging to both genders, in compliance with the pro tempore regulations in force concerning gender balance.

With respect to the diversity characteristics other than gender (such as, by way of example, age, education and professional experience), it is noted that:

• (i) the Board is composed of three Executive Directors and eight Independent Directors;
• (ii) the average age is comprised under 45 years for the 9% of the members, between 45 and 55 years for the 27% of the members, between 56 and 65 years for the 45% of the members and older than 65 years for the remaining part of the members;
• (iii) the diversity of the professional profiles and educational experiences of the Directors (as described above) provides to the Board the necessary and adequate competencies to manage the Company.

	MEMBERS TOTAL OF WHICH
	EXECUTIVE Chairman and Chief Executive Officer and 2 Board of Directors members
8	INDEPENDENT

The Policy

During the Financial Year Moncler carried out an analysis and evaluation of the current composition of its corporate bodies focusing:

• (i) on their compliance with legislative and regulatory requirements, with the requirements of the Bylaws, as well as with the recommendations of the Corporate Governance Code to which the Company subscribes; and
• (ii) on the diversity profiles considered significant and beneficial for the purposes of the abovementioned bodies' composition, in compliance with the cornerstones on which the system of corporate governance is based and with the established values in Code of Ethics.

drafting, at the outcome of the abovementioned process, a proposal for a policy on diversity for the composition of the Board of Directors and the Board of Statutory Auditors (the "Policy").

The Policy was previously submitted to the review of the Nomination and Remuneration Committee, together with the Board of Statutory Auditors, at its meeting on October 4, 2018 and was subsequently approved by the Board of Directors at its meeting on December 18, 2018, in implementation of Art. 123-bis, paragraph 2, letter d-bis of the Italian Consolidated Law on Finance and in acceptance of the recommendations of the Corporate Governance Code on diversity.

The Policy includes the recommendation that, taking into account the outcomes of board evaluation carried out by the Board (in relation to which see paragraph 4.3 of this Report) have been identified by the same Board as conditions to exercise their duties in the most effective manner.

The Policy pursues the Company's objective, which is in line with the stakeholders' expectations and in compliance with the cornerstones on which the corporate governance system and the values of the Code of Ethics are based, of creating the necessary conditions for its management and supervisory bodies to exercise their duties in the most effective and lawful manner, through decision-making processes that express a majority of qualified and diverse contributions. More specifically, the Company intends to pursue this objective, through 3 basic principles: (i) protection of gender equality; (ii) upholding the independence of Directors; and (iii) research on the diversity of managerial and professional skills.

The Policy was applied during the renewal of the Board of Directors as provided for the Shareholders' Meeting convened on April 16, 2019.

As for the implementation, the Policy primarily intends to guide the submission of candidacies by the Shareholders upon renewal of the entire Board of Directors, then ensuring an adequate consideration of the benefits deriving from a balanced composition of the Board, in line with the abovementioned diversity aspects.

Moreover, the Board of Directors is vested with the responsibility of monitoring the results obtained from applying the Policy and its update, assisted by the Nomination and Remuneration Committee and, where applicable, the Board of Statutory Auditors. The diversity criteria have been considered by the Board of Directors in the context of the Board evaluation activity which, according to the recommendations of the Corporate Governance Code, shall be performed every year by the Board with respect to the functioning, the size and the composition of the Board and its Committees.

The results of the adoption of the Policy are reflected in the current composition of the Board of Directors illustrated above.

For further details on the Policy please refer to the document published on the Company's website www.monclergroup.com, under sections "Governance/Governance and ethics", "Governance/Shareholders' Meeting" and "Governance/Documents and procedures".

During the current financial year, the Board of Directors, with the support of the Appointments and Remuneration Committee, will review the Policy and update it, also taking into account the new regulatory provisions on gender balance described above.

Diversity and equal opportunities

Welcoming everyone, valuing diversity and expressing oneself freely are integral elements of the corporate culture, as well as determining factors for the growth model and the way of doing business. Moncler thrives on multiplicity and dialogues with all generations and cultures, aware that diversity is an essential factor for success.

As stated in the Code of Ethics as in compliance with an inclusive approach, not tolerate any form of discrimination based on race, skin colour, gender, sexual orientation, religion, nationality, age, political affiliation, trade union membership, marital status, physical or mental disability, or any other personal characteristic or condition. Respect for diversity and equal opportunities and the prevention of all forms of discrimination are key principles, which Moncler is committed to guaranteeing at every step of the

employment relationship, from the recruitment process and definition of remuneration packages, to opportunities for professional growth, through to the conclusion of the employment relationship.

During the Year, Moncler committed to strengthening the culture of inclusion and enhancing diversity, inside and outside the company, by launching a Diversity & Inclusion (D&I) path. To this end, the Diversity & Inclusion Council was established in January 2021, a working group composed of the People & Organization, Legal Affairs, Sustainability, Marketing & Communication Functions. The Diversity & Inclusion Council reports, at least every six months, to the Nomination and Remuneration Committee on the initiatives taken and developed during the year of reference and will be supported in its activities by external experts. The Diversity & Inclusion Council has the objective of evaluating current internal policies and initiatives, defining a clear vision that, in coherence and synergy with the business vision, allows Moncler to achieve distinctive levels in the Diversity & Inclusion context, developing areas for improvement, launching new diversity initiatives and projects, and constantly monitoring and measuring progress, with particular attention to the peculiarities of the communities where the Group operates.

This is a process of cultural reinforcement that starts from deep roots and is reflected in the company's values such as "Bring other voices in", which represents the company's ability to live from multiplicity and find harmony in diversity, and "Keep warm", which underlines the importance of a working environment where people can always feel accepted and part of a cohesive and united group and where everyone is encouraged to reach their full potential.

With regard to gender differences, women make up the majority of Moncler's workforce. Around 72% of employees are women in line with 2019. The percentage is high in all of the Group's geographic areas and employee categories: women account for 56%, equaling to 260 women (10% more than in 2019), of employees at managerial level (managers, executives, and senior executives). They represent 73% of employees having a permanent employment contract and 66% of employees having a temporary employment contract. The 71% of contracts transformed into permanent employment contracts in 2020 refers to women (107). The incidence of women with permanent and full-time contracts on the total permanent population keeps growing (68%) in 2020.

Moncler is committed to offering a fair level of remuneration that reflects the skills, ability and professional experience of each individual, thus ensuring the application of the principle of equal opportunities and avoiding the risk of bias.

The Company is also committed to employing people with disabilities. Moncler manages diversity in accordance with the rules and practices of the laws in force, and encourages Company departments to employ differently-abled people. All new hires are managed with due respect and consideration for their needs and capabilities, providing suitable workstations and adapting work hours as required. By doing so, people are protected and empowered to give their best.

At December 31, 2020, the employees with disabilities in Italy, Romania, France, Japan, and South Korea were 56 in total in line with 2019. In forthcoming years, the Group is committed to taking on additional people with various levels of disability, also by collaborating with institutions specifically tasked with helping the disabled find employment.

Maximum number of offices as Directors and Statutory Auditors

In compliance with the recommendations of Art. 3 of the Corporate Governance Code, each member of the Board of Directors must take decisions with full knowledge of the facts and by autonomously pursuing the objective of creating value for the Shareholders over a medium-long term period, and undertakes to dedicate to the position held in the Company the time required to ensure that he or she diligently performs his or her functions, regardless of any positions held outside the Moncler Group, in the full knowledge of the responsibilities inherent in the position held.

35 For this purpose every candidate standing for the position as Director assesses in advance, on accepting the position in the Company and regardless of the limits set by laws and regulations regarding the number

of positions which may be held, his or her ability to perform the duties assigned with due attention and effectiveness, with special consideration being given to the overall commitment which may be required by any positions held outside the Moncler Group.

All members of the Board of Directors are furthermore required to promptly notify the Board should they assume any positions as director or statutory auditor in other companies, for the purpose of satisfying the disclosure requirements of applicable laws and regulations.

Within the scope of the board evaluation relating to the Financial Year, performed by the Board of Directors (described in detail in the following paragraph 4.3), each Director was asked to express its evaluations, comments and suggestions regarding the size and the functioning of the Board of Directors, the Nomination and Compensation Committee and the Control, Risks and Sustainability Committee, taking into account the recommendations of the Corporate Governance Code. The Directors expressed their own assessment and orientations on, inter alia, the maximum number of management and control positions that the same Directors may hold in other listed companies (even foreign), in financial, banking or insurance companies or in large companies, in compliance with the recommendations contained in the recommendations of the Corporate Governance Code. In particular, after the board evaluation, it has been considered that a maximum of five offices for Executive Directors or three for Non-Executive Directors is compatible with effective performance of a directorship of the Company.

Induction Program

The Board has been provided with a constant update, inter alia, with respect to the Company' sustainability performance (from the Sustainability Director, the projects launched by the Group in the omnicanality area and the digital area and the new laws and regulations on corporate governance and remuneration.

During the Financial Year, the Board was also provided with a constant update on the activities implemented by Moncler (including through the Task Force appointed by the Company) to deal with the Covid-19 emergency, in order to safeguard the health and safety of employees and protect the business; these updates were provided by the Top Management as well as by the Functions most involved in the management of this emergency, including the Internal Audit Function (which submitted to the Board the results of the risk assessment activity conducted with respect to the risk profiles resulting from the Covid-19 emergency) and the Compliance Function (which updated the Board on, among other things, the coordination activity with the People&Organization and Health and Safety Functions concerning the preparation and updating of protocols for the management of activities in maximum security and of the relative guidelines and the activity of recognition of legislation and regulations applicable to the reopening of offices and major stores throughout Italy).

In view of the epidemiological emergency caused by Covid-19, certain induction sessions that the Company had scheduled during the year, including a visit to Moncler's logistics center in Castel S. Giovanni (Piacenza), have been postponed until the emergency situation is over.

4.3 ROLE OF THE BOARD OF DIRECTORS (pursuant to Art. 123-bis, paragraph 2(d) of the Consolidated Law on Finance)

The Board of Directors of Moncler is the central body in the Company's corporate governance system and has a primary role in leading and managing the whole Group. In addition to the duties with which it is charged pursuant to law and the Bylaws, the Board has exclusive jurisdiction on the most important decisions from an economic and strategic standpoint and in terms of structural effects on operations, meaning those functional to monitoring and directing the Company and the Group and creation of sustainable value in the medium-long period.

It has the power and duty to direct and manage the business, pursuing the objective of maximising the value for the Shareholders and stakeholders. To this end, the Board of Directors approves the operations

required to achieve the Company's business purpose, other than decisions expressly reserved for by the law or the Bylaws to the Shareholders' Meeting.

In addition to exercising the powers assigned to it by law, the Shareholders' Meeting has competence to adopt resolutions on the following matters, as per Art. 19.2 of the Bylaws:

• (a) mergers and spin-offs, in the cases provided by law;
• (b) the creation or closing of secondary offices;
• (c) an indication of which directors may represent the Company;
• (d) the reduction of share capital in the event of withdrawal by one or more shareholders;
• (e) the adaptation of the Bylaws to legal and regulatory provisions;
• (f) the transfer of the registered office within Italy.

Pursuant to Art. 17.3 of the Bylaws, the following matters cannot be the subject of delegation or power of attorney, and therefore remain within the exclusive collegial competence of the Board:

• (i) purchasing or selling companies or businesses that in aggregate represent in terms of enterprise value, directly or indirectly, 20% or more of the Company's market capitalisation at the date on which the final contractual documentation relating to the transaction is submitted to the Board of Directors;
• (ii) assuming debt that in aggregate, directly or indirectly, exceeds Euro 250 million for an amount of more than Euro 150 million.

As regards the transactions of the Company or its subsidiaries which are of significant strategic or financial importance to the Company or have significant importance as far as its results or assets are concerned, such transactions are reserved for the exclusive competence of the Board of Directors, which applies the above-mentioned general criteria and limits.

Board of Directors Meetings

During the Financial Year, 14 meetings of the Board of Directors were held (with an average duration of about two hours) and at least four meetings are scheduled for the year 2021(one of which is held on the date of the present Report).

More specifically, given a total attendance percentage of 95.5%, the attendance percentage of each member of the Board of Directors in office at the date of the Report was as follows: (i) 100% for Remo Ruffini; (ii) 100% for Marco De Benedetti; (iii) 93% for Nerio Alessandri; (iv) 100% for Roberto Eggs; (v) 86% for Gabriele Galateri di Genola; (vi) 100% for Alessandra Gritti; (vii) 100% for Virginie Morgon; (viii) 100% Diva Moriani; (ix) 86% for Stephanie Phair; (x) 93% for Guido Pianaroli; (xi) 100% for Luciano Santel.

It is also practice for the Key-managers to attend board meetings on the invitation of the Chairman, as well as certain Key-managers and of the other managers of the Company and the Group who are in charge of the functions to which the subjects discussed from time to time by the Board refer, so that they may provide suitable details and explanations to the Directors and Statutory Auditors during the meetings. The head of the Corporate Affairs Function, Andrea Bonante, in his role as Secretary of the Board, appointed by Board resolution of April 16, 2019, attends all Board meetings by providing the requested in-depth a for the matters under his responsibility and is also in charge of preparing the minutes of the meetings.

37 The timeliness and completeness of pre-board information are ensured through the involvement of the competent corporate structures, which take care of and coordinate the preparation of the documentation needed from time to time for the specific matters on the agenda. In case where it is not possible to provide in advance the relevant information, the Chairman of the Board of Directors ensures that

adequate and precise details are referred during the board meetings. The Secretariat of the Corporate Affairs Function sends the documentation to the Directors and Statutory Auditors, arranging this with the Chairman in reasonable advance of the date of the meetings and taking suitable account of any urgency to which specific subjects may be liable. By way of practice, notice of 3 days prior to the date of the Board meeting is considered reasonable for the dispatch of information. This notice period is usually respected.

In the course of the 2021, the Board will formalise in a Board regulation the rules for the functioning of the Board itself and of the Committees, including the procedures for recording minutes of the meetings and the procedures for the management of the information reporting to the Directors, as well as the rules concerning the appointment and revocation of the Secretary, his requirements and related powers.

In compliance with the recommendations contained in Art. 1 of the Corporate Governance Code and the provisions of Art. 19.3 of the By-laws, the Managing Director has reported to the Board of Directors and the Board of Statutory Auditors on the general performance of operations during the Year. Therefore, the Board of Directors has constantly evaluated and monitored the general performance of operations, taking into account the information provided by the Managing Director and periodically comparing the results achieved with those planned on the basis of the strategic, industrial and financial plans of the Company.

With respect to the Financial Year, on February 18, 2021, the Board of Directors positively evaluated the adequacy of the organizational, administrative and accounting structure and, in particular, the Internal Control and Risk Management System and of the subsidiaries, also with respect to the company's characteristics and its risk profile, as well as its effectiveness, with particular focus on Industries, which is a company with relevance in consideration of the activities that it performs within the Group, and as described in detail under paragraph 10 below.

In compliance with the recommendations of the Corporate Governance Code (recommendation 1, lett. c), the Board of Directors, during the Financial Year, as part of the risk monitoring activity related to the various operating areas the Company, has defined the nature and level of risk that is compatible with the strategic objectives of the Company, by including in its assessments the risks that may be significant in view of sustainability in the medium to long term of the Company's activity. During the Year, the Board was also involved, through constant updates provided by the competent Functions, in monitoring and supervising the activities implemented by Moncler (also through the Task Force appointed ad hoc by the Company) to deal with the Covid-19 emergency, in order to safeguard the health and safety of employees and protect the business.

Board Evaluation

In compliance with Art. 4 of the Corporate Governance Code, the Board of Directors with the support of a external advisor, carried out also an evaluation on the functioning of the Board of Directors itself, the Nominations and Remuneration Committee and the Control, Risks and Sustainability Committee, as well as on their size and composition, taking into account the professional competences, the experiences, even managerial, the gender of the members and their seniority (so called board evaluation).

Morrow Sodali also provides the Company with further services concerning the shareholder communication. Consistent with the tasks assigned to it by the Board of Directors and in line with the recommendations of the Corporate Governance Code, the Nominations and Remuneration Committee has played a supervisory role in the process.

The evaluation activity was carried out by sharing a questionnaire prepared by Morrow Sodali's consultants, to be completed anonymously, aimed at facilitating the collection of information deemed necessary for an overall assessment from individual Board members on the functioning, size and composition of the Board and other clearly identified governance issues in order to assess the current ranking of the Company, its strengths and areas for possible improvement.

The questionnaire contained a series of questions to be answered anonymously as "yes", "rather yes", "rather no", "no" and also included parts dedicated to all Directors and parts reserved only to some of them (Independent ones, members of Committees). Within the questionnaire it was possible for each question to make comments or express reservations, which were taken into account in the preparation of the document which summarized aggregating, the results of the interviews. The questionnaire has covered the size, composition and operation of the Board; the Independent Directors; the Control, Risks and Sustainability Committee and the Nomination and Remuneration Committee; the expiration of the mandate 2016-2019; the renewal of the Board of Directors. The completion of these questionnaires was followed by individual interviews with the consulting firm in order to examine in depth the most relevant aspects identified by the Directors who requested them.

The areas on which the Directors were asked to provide appropriate assessments concerned the size, composition and functioning of the Board of Directors; the Independent Directors; the Control, Risk and Sustainability Committee; the Nomination and Remuneration Committee; relations with the Board of Statutory Auditors.

The results of the board review for the Financial Year highlighted the strengths of, among other things, the functioning of the Board, the completeness of reporting on operations, the actions undertaken in response to the Covid-19 emergency and the related information provided to Directors, the adequacy of the updates provided with respect to the applicable regulatory and legislative framework, and the quality of the work carried out by the Board of Directors and the Board of Statutory Auditors.

Possible areas for improvement include greater involvement in defining the Group's strategic guidelines and an increase in skills in the Information Technology and Digital area.

The answers and the comments given by the Directors in response to the questionnaire were collectively analysed by the Board of Directors, as a result of which the Board of Directors, unanimously, positively evaluated its functioning, the functioning of the Nomination and Remuneration Committee and of the Control, Risks and Sustainability Committee, as well as their respective size and composition.

In conclusion, it is noted that the Shareholders' Meeting has not authorised in a general and preventive sense any exemptions to the prohibition on carrying out competing business activities prescribed by Art. 2390 of the Italian Civil Code.

4.4 DELEGATED BODIES

Managing Directors

Pursuant to Art. 20 of the Bylaws, the Board may delegate within the limits of Art. 2381 of the Italian Civil Code and with the exception of the matters referred to in Art. 17.3 of the Bylaws, its powers to one or more of its members, determining the content and limits and any manner of exercise of the delegation. The Board, upon a proposal by the Chairman and in consultation with such bodies, may confer powers for single acts or categories of acts also to other members of the Board of Directors.

The powers of the delegated bodies include the conferral, within the sphere of the attributions assigned, of powers for single activities or categories of activities to employees of the Company and to third parties, with the right to sub-delegate.

Chairman and Managing Director (Chief Executive Officer)

The Chairman of the Board of Directors is vested with the powers prescribed by law and the Bylaws with regard to the functioning of the corporate bodies and the legal representation of the Company towards third parties. The Chairman of the Board of Directors, appointed by the resolution of April 16, 2019, is Remo Ruffini, who also holds the position as Managing Director with the powers described in the following paragraph.

The following offices are placed directly under the same Chairman and Managing Director and report functionally thereto: Investor Relations and Strategic Planning, Corporate Strategy & Communication, Creative and Corporate Relations, Creative Direction,the Internal Audit Function, the Secretariat to the Chairman. They also report directly to the Chairman and Managing Director, the Chief Marketing & Operating Officer and the Chief Corporate & Supply Officer, whose functions are discussed in detail below.

To the Chairman and Managing Director, pursuant to and within the limits of Art. 2381 of the Italian Civil Code and Art. 20 of the Bylaws, with the express exclusion of the matters reserved to the Board of Directors pursuant to the law and the Bylaws (including matters referred to in Art. 17.3 of the Bylaws), have been granted all powers of ordinary administration of the Company to be exercised singly and with the power to sub-delegate, up to an amount of Euro 2,000,000.00 per each transaction.

More specifically, the following powers have been granted to Remo Ruffini within the limits set forth on a case-by-case basis by virtue of the Board of Directors' resolution adopted on April 16, 2019:

Purchase of Instrumental Goods and Services:

• 1. acquire availability of goods and services instrumental to the management of the corporate structures and business activities of the company and of the group to which it belongs, also by entering into, amending and terminating agreements and contracts, including (without limitation) sale and purchase, lease and commercial lease, rent, loan for use, leasing, barter, works, procurement of works and services, shipping, transportation, deposit, supply, subcontracting, consultancy, mediation agreements as well as any other contract regarding the provision of works, services, supplies and consumer-related supplies, with public and private third-party entities, within the value limit of Euro 2,000,000.00 (two million point zero zero) per transaction, it being understood that consultancy agreements having a duration of more than 36 (thirty-six) months shall remain the competence of the board of directors.
• 1. enter into, amend and terminate intra-annual residential rental agreements.

Sales, Retail and Wholesale:

• 1. sell and export the products of the company and of the group to which it belongs, thereby ensuring the proper management of the receivables due from all the company's and the group's clients;
• 1. sell and export the company's stock products;
• 1. set the sale price lists of the products offered to clients, grant discounts and usage allowances to clients, accept product returns and settle claims and disputes with clients;
• 1. sell movable property registered with public registries, enter into deeds of sale of that same movable property and establish the terms and conditions thereof;
• 1. supervise any and all activities pertaining to the company's and the group's retail, including by entering into, amending and terminating agreements and contracts, including (without limitation) real estate rent and lease, lease of going concerns and commercial collaboration agreements for the opening or closure of stores, possibly also in geographic areas different from those where the company is currently rooted, each having (i) a rent per annum that does not exceed Euro 2,000,000.00 (two million point zero zero) and (ii) a key-money that does not exceed Euro 5,000,000.00 (five million point zero zero), as well as works, sale and purchase, procurement of works or services, consultancy agreements and any other type of contract anyhow useful or instrumental to set up, refurbish, maintain, operate and implement the production capabilities of the stores and their warehouses;

• supervise any and all activities pertaining to the company's and the group's wholesale, including by entering into, amending and terminating agreements and contracts, including (without limitation) sale, distribution, franchising, agency, representation agreements, without prejudice to the competence of the board of directors with respect to the entry into of multiannual and/or renewable agreements if the expected turnover is higher than EUR 10,000,000.00 (ten million point zero zero) per annum each.

Design and Style:

1. supervise and coordinate the style and design structures of the company and of the group to which it belongs, as well as any other activity relating to technical and stylistic study, planning, design and development of the products of the company and of the group to which it belongs, also by entering into, amending and terminating agreements and contracts, including (without limitation) works, procurement, consultancy (including consultancy agreements with stylists and designers), merchandising, co-branding agreements, contracts for the purchase and transfer of rights of use and exploitation of pictures and art works, entailing the payment of considerations that as an aggregate do not exceed Euro 2,000,000.00 (two million point zero zero) per transaction and, with regard to consultancy agreements, whose duration does not exceed 36 months, irrespective of their amount.

Human Resources:

• 1. enter into, amend and terminate individual employment agreements of workers, middle management, employees, top management, thereby carrying out any and all actions relating to the management in terms of hiring, promotion, firing, disciplinary measures, determination of their assignments and remunerations, transfer and relocation in other companies of the group, including by appointing special attorneys to represent the company in disputes under Italian law no. 533 of August 11, 1973, to release informal examinations as provided for by Art. 420 of the Italian code of civil procedure, with the authority to settle any such disputes;
• 1. enter into, amend and terminate individual employment agreements of Key-managers and executives, provided that they do not report directly to the Chairman of the Board of Directors, in implementation of the remuneration policy approved by the Board of Directors of the Company;
• 1. enter into, amend and terminate agreements with trade-union representations and workers' unions.

Promotional and Marketing Activities, Events and Communication:

• 1. supervise the marketing, promotional, advertising and communication activities in general carried out by the company and the group to which it belongs, also by entering into agreements and contracts, including (without limitations) works, procurement, consultancy, sponsorship, sale and purchase, merchandising and co-branding agreements, contracts for the purchase and transfer of rights of use and exploitation of pictures, art works and photographs, rent, lease and other agreements aimed at producing or realizing events, entailing the payment of considerations that as an aggregate do not exceed Euro 2,000,000.00 (two million point zero zero) per transaction and, with regard to consultancy agreements, whose duration does not exceed 36 (thirty-six) months, irrespective of their amount.
• 1. supervise the communication activities and public relations of the company and of the group, such as the relations with media, including printers and digital media, also by entering into works, procurement, consultancy agreements and contracts, including (without limitations)

contracts for the purchase of pages and advertising spaces in newspapers and magazines, contracts for the purchase of web and social media services and pages and other online services, collaboration contracts with testimonials, VIPs and celebrities, entailing the payment of considerations that as an aggregate do not exceed Euro 2,000,000.00 per transaction and, with regard to consultancy agreements, whose duration does not exceed 36 months, irrespective of their amount; as well as deeds and agreements regarding the donation of money and/or products of the group to charities for amounts that do not exceed 2 percent of the declared business income.

Intellectual Property, Authorizations and Licenses:

• 1. file petitions and carry out, before any public or private office in Italy or abroad, any action that may be necessary, preparatory, functional or anyhow connected to the registration, acquisition, modification, keeping, cancellation of brands, designs and domain names; appoint, for any such purpose, consultants, attorneys, professionals and agents, in Italy and abroad, thereby assigning them the relevant mandates;
• 1. file petitions and carry out, before any public or private office in Italy or abroad, any action that may be necessary, preparatory, functional or anyhow connected to the registration, modification, cancellation and keeping of patents; appoint, for any such purpose, consultants, attorneys, professionals and agents, in Italy and abroad, thereby assigning them the relevant mandates;
• 1. perform any action and release any statement, in Italy and abroad, as well as grant and revoke consultancy mandates to consultants, attorneys, professionals and agents with respect to industrial and intellectual property matters, in Italy and abroad, thereby assigning them the relevant mandates, for the purpose of the filing, registration, renewal, cancellation and protection of all the industrial and intellectual property rights of the company, including (without limitation) brands, patents, designs and domain names, it being understood that consultancy contracts with a duration of more than 36 months remain reserved to the competence of the Board of Directors;
• 1. grant and revoke consultancy mandates, thereby granting the relevant mandates, to consultants, attorneys, professionals and agents with respect to industrial and intellectual property matters, in Italy and abroad, for the purpose of protecting, before any administrative or judiciary authority as well as out of court, in Italy and abroad, any and all intellectual and industrial property titles and rights of the company, it being understood that consultancy contracts with a duration of more than 36 months remain reserved to the competence of the Board of Directors;
• 1. carry out, before any public and private administration, entity and office (including customs), in Italy and abroad, any and all actions and transactions required for the obtainment of concessions, licenses, authorizations in general, to enter into and sign any act necessary or functional to obtain such measures; to provide for all related obligations, including those related to tax regulations, manufacturing and consumption taxes, tax and monopoly rights;
• 1. grant licenses for the use of brands and other rights falling within the industrial and intellectual property of the company and of the group to which it belongs, against the payment of estimated royalties not higher than Euro 1,000,000.00 per annum per transaction.

Relations with Banks:

• 1. carry out the following ordinary management transactions with credit institutions, in Italy and abroad, thereby negotiating the relevant conditions, including by entering into, amending and terminating agreements and contracts:

• a) open and close bank accounts and carry out treasury management operations;

• b) request and agree upon credit lines;

• c) make payments, both cash and checks;
• d) endorse, negotiate, return, release receipts and collect checks and money orders in the name of the company or endorsed to the company, use the corresponding amount, protest any such checks and money orders;
• e) request and collect check books drawn from the company's bank accounts;
• f) collect titles, documents and securities in general;
• g) issue drafts and bank receipts;
• h) request advance payments against receivables;
• i) arrange payments of direct and indirect levies, taxes and fees, including any interests or ancillary costs related thereto (if any), of contributions and withholding taxes computed based on the employees' remunerations and on the self-employed workers' fees;
• j) within the limits of the relevant credit lines, request:
• 1. advance payments against contracts entered into by the company and/or against the opening of letters of credits issued in favor of the company;
• 1. loans for the import and/or opening of letters of credit;
• 1. short-term loans;
• k) make payments (including against simple receipt, by issuing checks or requesting banks drafts) via payment orders, within the limits of the relevant credit lines and in any event within the limit of Euro 5,000,000.00 (five million point zero zero) per transaction in which the counterparty is a third-party entity and of Euro 100,000,000 (one hundred million point zero zero) per transaction in which the counterparty is a subsidiary, a parent company or subject to common control;
• l) sign "reporting forms" in accordance with the regulations in force in matters of reporting;
• m) enter into agreements pertaining to night safes and safe deposit boxes;
• n) execute factoring agreements and perform any and all transactions related thereto within the limit of Euro 3,000,000 (three million) per transaction.
• 1. also by way of derogation from the value limits indicated in point k), to fulfil all the payment obligations provided for by the Company under existing loan agreements, at the contractual due dates.

Tax and Customs:

• 1. draw up and sign requests, statements, certifications and communications in accordance with the applicable regulations regarding tax, social contributions, social security and employment;
• 1. authorize and pay taxes, levies and contributions, as well as sign the corresponding declarations, statements and certifications provided for by law;
• 1. perform any action or formality necessary or useful to obtain the reimbursement of VAT and/or levies in general by the company (and/or any subsidiary), directly or indirectly, including the request of guarantees or other sureties in favor of the financial administrations, within the scope of the powers granted for the purpose thereof;
• 1. draw up and sign requests, statements, certifications and communications in accordance with the applicable regulations regarding EU customs and transactions, including those necessary for the fulfilment of formalities for the import and export of commodities, end products and intermediate goods, including statistical and intrastat models for currency reporting.

Insurance:

• 1. enter into, amend and terminate insurance agreements and contracts with insurance brokers, directly with insurance companies and/or by the intermediary or insurance brokers;
• 1. collect indemnifications and compensations by insurance companies on behalf of the company, thereby releasing the relevant receipts.

Credit Management:

• 1. supervise the proper management of the company's credit, including (without limitation) by sending formal notices, assigning or purchasing loans, settling pending and/or potential disputes through settlement agreements, mediation and conciliation procedures, also by appointing attorneys and lawyers in Italy and abroad;
• 1. require, collect and recover everything due to the company, for any amount or title, from anyone, carrying out all necessary activities for this purpose and paying the relevant amount into the company's accounts, issuing receipts and acknowledgments, also appointing attorneys and lawyers, in Italy and abroad;
• 1. file protests against third-party debtors, enforce out-of-court actions, including ordinary debt and executive actions, also by appointing attorneys and lawyers in Italy and abroad;
• 1. lodge claims in bankruptcy proceedings and claim requests, represent the company in bankruptcy proceedings (including administrative receiverships and arrangements with creditors) and in other bankruptcy proceedings, exercising the necessary actions, including appointing attorneys and lawyers, in Italy and abroad.

Guarantees:

1. release guarantees up to the maximum overall amount, for each of them, of Euro 2,000,000.00.

Representation:

• 1. supervise and coordinate the external relations activities of the company and of the group to which it belongs with entities, institutions, authorities and third parties, in Italy and abroad, either public or private, including (without limitation) press, news media, trade associations, fashion and design community and scientific community;
• 1. represent the company and the group to which it belongs before any entity (public or private), institution, authority, in Italy and abroad, including judicial, administrative and tax authorities, in any phase or degree of the proceedings, as well as before mediation and conciliation bodies, with the power to take legal actions by proposing any civil, criminal or administrative proceedings, including any action seeking relief, action brought to enforce a judgment and non-

contentious proceedings, debt actions, application to join proceedings as a civil party, thereby representing the company in such procedures and in the context of any kind of bankruptcy proceedings (including insolvency proceedings, arrangements with creditors, attermining compositions and extraordinary administrations), with the authority to give address for service of process, to submit to arbitration (including amiable compositions) any and all disputes to which the company is part or has an interest in proposing, validly enter into settlements (in and out of court), minutes of conciliation (including those set out by Art. 48 of Italian legislative decree no. 546/1992), reach settlements, discontinue actions, file declarations and join proceedings as a civil party, participate in hearings in which the parties are required to appear personally and answer to examinations, including where formal in nature, in representation of the company, request or endorse stays of proceedings, thereby signing all deeds and correspondence and carrying out any formality that may be useful, functional or necessary for the purpose thereof, including by releasing proxies and mandates in favor of attorneys and representatives ad litem;

• 1. file complaints and sue as a civil party, intervene as a party in hearings in which the parties are ordered to appear personally and respond to interrogations, including formal ones, representing the company, request the suspension of trials or adhere to a request for suspension, signing all acts, correspondence and carrying out all formalities that are useful, functional or necessary for this purpose, including by issuing powers of attorney and mandates in favor of lawyers and attorneys in litigation.
• 1. sign the ordinary correspondence of the company for the transactions, deeds, contracts and arrangements pertaining to the power he is entrusted with;
• 1. allow for the regular conduct of the company's and the group's business, having regard to the applicable provisions of law and of the bylaws, represent the company before any public or private office, including any ministry, state, provincial, regional and municipal administration, custom, chamber of commerce and company's register for the fulfillment of all formalities required to obtain certificates and/or documents of any kind whatsoever.

Miscellanea:

• 1. supervise the implementation and proper functioning of the corporate governance rules defined by the board of directors;
• 1. approve transactions regarding the purchase and/or transfer of controlling interests in companies or other legal entities, enterprises/going concerns and/or real estate property, whose value, per transaction, is lower than Euro 5,000,000.00 and with less than 50 (fifty) employees;
• 1. carry out corporate reorganization transactions that do not have a relevant impact on the group to which Moncler S.p.A. belongs.

The Chairman and Managing Director, Remo Ruffini also qualifies as Chief Executive Officer and does not hold the position as Director in any other listed company of which a Director of the Company is Chief Executive Officer.

As Remo Ruffini holds both the positions of Chairman of the Board of Directors and Managing Director, on April 16, 2019 the Board of Directors confirmed the Independent Director Marco De Benedetti as Lead Independent Director in compliance with the recommendations 13 and 14 contained in the Corporate Governance Code (see paragraph 4.7).

Executive Director (Chief Corporate & Supply Officer)

The Director Luciano Santel, as manager charged with preparing the company's financial reports (the "Manager in Charge"), is entrusted with the powers required for the preparation of the appropriate administrative and accounting procedures for the formation of the annual financial statements and

consolidated financial statements and of any other financial report, as well as for the release of written statements certifying the correspondence of the company's deeds and communications disclosed to the market regarding the accounting information, including interim reports, with the documentary evidences, the accounting books and entries.

The Director Luciano Santel, as manager charged with preparing the company's financial reports, is responsible for the provision, jointly with the Chief Executive Officer Remo Ruffini, of the reports and notes attached to the annual financial statements, of the interim abridged financial statements and of the consolidated financial statements as required by the regulations in force, with the purpose of certifying:

• 1 the suitability and actual application of the administrative and accounting procedures for the formation of the annual financial statements and of the consolidated financial statements, as well as any other financial communication, made during the period to which the documents refer;
• 2 that the documents were prepared in compliance with the applicable international accounting standards recognized by the European Union;
• 3 the correspondence between the documents and related accounting books and entries;
• 4 the suitability of the documents to truthfully and correctly represent the financial position of the company and of the group of companies included in the scope of the consolidation;
• 5 for the annual and consolidated financial statements, that the directors' report contains a reliable analysis of the business outlook and management result, the financial position of the company and of the group of companies included in the scope of the consolidation, and a description of the main risks and uncertain situations to which they are exposed;
• 6 for the interim abridged financial statements, that the interim directors' report contains a reliable analysis of the information pursuant to Article 154-ter(4) of the Consolidated Law on Finance.

In addition to the foregoing, the Director Luciano Santel is entrusted with (i) the representation powers before third parties in connection with his position and the exercise of his duties; (ii) the functions and duties provided for by the procedure for the regulation of the transaction with related parties adopted by the Company; (iii) any organizational and management power required for the exercise of his duties; and (iv) full independent spending (within the limits of the general annual budget allocated to the finance and administration department, without prejudice to any supplementation and modification that may be considered necessary, which may be approved by the Board of Directors on a case-by-case basis).

Lastly, as manager charged with preparing the Company's financial reports, the Director Luciano Santel is required to:

• 1. attend the meetings of the board of directors of the company whose agenda contains the examination of the company's financial and economic data;
• 1. promptly report to the Chief Executive Officer, to the board of directors, including by the intermediary of the control, risk and sustainability committee, any relevant aspects that he considers, should they be inaccurate, must be stated in the certifications provided for by Art. 154-bis of the Consolidated Law on Finance;
• 1. report all activities carried out on a six-month basis to the board of directors, either directly or by the intermediary of the control and risk committee, and to the board of statutory auditors.

Moreover, the Director Luciano Santel, as Chief Corporate & Supply Officer of the company, was granted with the powers listed hereinafter, with the Board of Directors' resolution of April 16, 2019, pursuant to and within the limits set out in Art. 2381 of the Italian civil code and Art. 20 of the company's bylaws, with the express exclusion of those matters reserved by law and by the bylaws to the competence of the board of directors, to be exercised by single or joint signature, in accordance with the conditions

set out hereinafter, and with the authority to sub-delegate, within the limits established on a case-by-case basis.

Relations with Banks:

• 1. carry out, on an ongoing basis, the following ordinary management transactions with credit institutions, in Italy and abroad, thereby negotiating the relevant conditions, including by entering into, amending and terminating agreements and contracts:
• a. open and close current accounts of any kind whatsoever, at any bank or postal administration, as well as perform cash management transactions;
• b. request and agree upon credit lines;
• c. make payments, both cash and checks;
• d. endorse, negotiate, return, release receipt and collect checks and money orders in the name of the company or endorsed to the company, use the corresponding amount, protest any such checks and money orders;
• e. request and collect check books drawn from the company's bank accounts;
• f. collect titles, documents and securities in general;
• g. issue drafts and bank receipts;
• h. request advance payments against receivables within the limits, in any events, of the credit lines granted, thereby negotiating the relevant conditions;
• i. arrange payments of direct and indirect levies, taxes and fees, including any interests or ancillary costs related thereto, if any, contributions and withholding taxes computed based on the employees' remunerations and on the self-employed workers' fees;
• j. within the limits of the relevant credit lines, request, thereby negotiating the relevant conditions:
  • advance payments against contracts entered into by the company and/or against the opening of letters of credits issued in favor of the company;
  • loans for the import and/or opening of letters of credit;
  • short-term loans;
• k. make payments in favor of third parties (including against simple receipt, by issuing checks or requesting banks drafts) via payment orders, within the limits of the relevant credit lines and in any event within the following limits:
  • Euro 1,000,000.00 with single signature;
  • Euro 2,000,000.00 with joint signature to that of the director Roberto Eggs;
  • Euro 5,000,000.00 with joint signature to that of the Chairman of the board of directors.

Luciano Santel may sub-delegate the power to make payments under this point (k) within the limit Euro 300,000.00 per payment.

l. make payments in favour of subsidiaries, parent companies or companies subject to common control (including against simple receipt, by issuing checks or requesting banks drafts) via payment orders, within the limits of the relevant credit lines and in any event within the limits of:

• Euro 100,000,000.00 with single signature.

• Director Luciano Santel to may sub-delegate the power to make payments under this point (l) within the limit of Euro 10,000,000.00 per payment.

• m. sign reporting forms in accordance with the regulations in force in matters of reporting;

• n. enter into agreements pertaining to night safes and safe deposit boxes;
• o. execute factoring agreements and perform any and all transactions related thereto within the limit of Euro 3,000,000.00 per transaction;
• 1. notwithstanding the limits in value set out under point (k) above, fulfill any payment obligation that must be borne by the company under the existing facilities agreements, at the due dates provided for in such agreements.

Guarantees:

1. release guarantees up to the maximum overall amount, for each guarantee, not higher than Euro 500,000.00.

Credit Management:

• 1. supervise the proper management of the company's credit, including (without limitation) by sending formal notices, assigning or purchasing liabilities, settling pending and/or potential disputes through settlement agreements, mediation and conciliation procedures, including by appointing attorneys and lawyers, in Italy and abroad;
• 1. demand, collect and cash-in all sums of money owed to the company, at any title and for any amount, by any person, thereby performing all the activities that may be necessary for such purpose and paying the relevant amounts on the active bank accounts of the company, releasing receipts, including by appointing attorneys and lawyers, in Italy and abroad;
• 1. file protests against third-party debtors, enforce actions before courts, including ordinary debt and executive actions and waring procedures, including by appointing attorneys and lawyers, in Italy and abroad;
• 1. lodge claims in bankruptcy proceedings and claim requests, represent the company in bankruptcy proceedings (including administrative receiverships and arrangements with creditors) and in other insolvency proceedings, thereby carrying out the appropriate actions, including by appointing attorneys and lawyers, in Italy and abroad;
• 1. purchase goods and services instrumental to the corporate structure of the company:
• 1. acquire availability of goods and services instrumental to the management of the corporate structures of the company and of the group to which it belongs, also by entering into, amending and terminating agreements and contracts, including (without limitation) sale and purchase, commercial lease, rent, loan for use, leasing, barter, works, procurement of works and services, shipping, transportation, deposit, supply, sub-contracting, consultancy, mediation agreements as well as any other contract regarding the provision of works, services, supplies and consumerrelated supplies, with public and private third parties, within the value limit of Euro 1,000,000 (one million point zero zero) per transaction, it being understood that consultancy agreements having a duration of more than 36 (thirty-six) months shall remain the competence of the board of directors.
• 1. enter into, amend and terminate residential lease agreements shorter than nine years entailing commitments of expenditure up to Euro 50,000 per annum, to be assessed based on the amount of the rent.

Human Resources:

• 1. enter into, amend and terminate individual employment agreements of workers, middle management, employees, top management, thereby carrying out the actions relating to the management in terms of hiring, promotion, firing, disciplinary measures, determination of their assignments and remunerations, transfer and relocation in other companies of the group;
• 1. also by appointing special attorneys to represent the company in the disputes governed by Italian law no. 533 of August 11, 1973 to release informal examinations as provided for by Art. 420 of the Italian code of civil procedure, with the authority to settle any such disputes;
• 1. enter into, amend and terminate individual employment agreements of Key-managers and executives, provided that they do not report directly to the chair of the board of directors, and also provided that they are not Key-managers, in accordance with the remuneration policy approved by the board of directors of the company;
• 1. enter into, amend and terminate agreements with trade-union representations and workers' unions.

Tax and Customs; Logistics:

• 1. draw up and sign requests, statements, certifications and communications in accordance with the applicable regulations regarding tax, social contributions, social security and employment;
• 1. authorize and pay taxes, levies and contributions, as well as sign the corresponding declarations, statements and certifications provided for by law;
• 1. perform any action or formality necessary or useful to obtain the reimbursement of VAT and/or levies in general by the company (and/or any subsidiary), directly or indirectly, including the request of guarantees or other sureties in favor of the financial administrations, within the scope of the powers granted for the purpose thereof;
• 1. draw up and sign requests, statements, certifications and communications in accordance with the applicable regulations regarding EU customs and transactions, including those necessary for the fulfilment of formalities for the import and export of commodities, end products and intermediate goods, including the statistical reporting forms and the so-called "Intrastat" statements.
• 1. carry out activities entailing the shipping, release and pick up of goods, instruments, ordinary post and telegraph money orders, parcels, packages, bills, letters, including registered and insured letters, submit complaints and proposing appeals, before customs, administrations and post offices, railways, navigation companies and airlines as well as before any other public or private shipping and/or transportation company;
• 1. supervise the logistics of the company and of the group to which it belongs, thereby representing the company before custom offices and the entities and authorities competent on a case-by-case basis based on the location and subject-matter, also by entering into, amending and terminating agreements and contracts, including (without limitations) works and procurement of works and services agreements and contracts regarding the transportation, shipping, import and export, storage and handling in general of goods and products, within the value limit of Euro 1,000,000.00 per transaction, it being understood that consultancy agreements having a duration of more than 36 months shall remain the competence of the board of directors.

Insurance:

• 1. enter into, amend and terminate insurance agreements and agreements with insurance brokers, directly with insurance companies and/or by the intermediary or insurance brokers;
• 1. collect indemnifications and compensations by insurance companies on behalf of the company, thereby releasing the relevant receipts.

Intellectual Property, Authorizations and Licenses:

• 1. file petitions and carry out, before any public or private office in Italy or abroad, any action that may be necessary, preparatory, functional or anyhow connected to the registration, grant, modification, keeping, cancellation of brands, designs, models and domain names; appoint, for any such purpose, consultants, lawyers, professionals and agents, in Italy and abroad, thereby assigning them the relevant mandates;
• 1. file petitions and carry out, before any public or private office in Italy or abroad, any action that may be necessary, preparatory, functional or anyhow connected to the registration, modification, cancellation and keeping of patents; appoint, for any such purpose, consultants, lawyers, professionals and agents, in Italy and abroad, thereby assigning them the relevant mandates;
• 1. perform any action and release any statement, in Italy and abroad, as well as grant and revoke consultancy mandates to consultants, lawyers, professionals and agents with respect to industrial and intellectual property matters, in Italy and abroad, thereby assigning them the relevant mandates, for the purpose of the filing, registration, renewal, cancellation and protection of all the industrial and intellectual property rights of the company, including (without limitation) brands, patents, designs, models and domain names, within the value limit of Euro 1,000,000.00 per transaction, it being understood that consultancy agreements having a duration of more than 36 months shall remain the competence of the board of directors;
• 1. grant and revoke consultancy mandates, thereby granting the relevant mandates, to consultants, lawyers, professionals and agents with respect to industrial and intellectual property matters, in Italy and abroad, for the purpose of protecting, before any administrative or judiciary authority as well as out of court, in Italy and abroad, any and all intellectual and industrial property titles and rights of the company, within the value limit of Euro 1,000,000.00 per transaction, it being understood that consultancy agreements having a duration of more than 36 months shall remain the competence of the board of directors;
• 1. appoint and revoke consultants and attorneys in matters of intellectual property for the protection, before administrative and judicial entities and in all active and passive opposition proceedings, in Italy and abroad, of all the Company's intellectual property rights within the value limit of Euro 1,000,000.00 per transaction, it being understood that consultancy agreements having a duration of more than 36 months shall remain the competence of the board of directors;
• 1. carry out, before any public and private administration, entity and office (including customs), in Italy and abroad, any and all actions and transactions required for the obtainment of concessions, licenses, authorizations in general; negotiate and enter into any other deed that may be necessary or functional to obtain such authorizations; fulfill all the relevant formalities, including those related to regulations in matters of tax, exercise duties, state duties and monopoly.

Representation:

1. represent the Company before any institution, authority or entity, public or private, in Italy and abroad, including judicial, administrative tax authorities, in any phase or degree of the proceedings, as well as before mediation and conciliation bodies, with the power to take legal actions by proposing any civil, criminal or administrative proceedings, including any action seeking relief, action brought to enforce a judgment and non-contentious proceedings, debt actions and bankruptcy proceedings, insolvency proceedings, arrangements with creditors, and

extraordinary administrations proceedings and other insolvency proceedings, thereby fulfilling all relevant formalities, including the release of proxies and special mandates to attorneys and representatives ad litem, with the authority to give address for service of process, to submit to arbitration (including amiable compositions) any and all disputes to which the company is part or has an interest in proposing, validly enter into settlements (in and out of court), minutes of conciliation, including those set out by Art. 48 of Italian legislative decree no. 546/1992) reach settlements, discontinue actions, sign petitions, recourses, application for compliance pursuant to Italian legislative decree no. 218/1997, applications for exemptions and reimbursements;

• 1. file declarations and join proceedings as a civil party; participate in hearings in which the parties are required to appear personally and answer to examinations, including where formal in nature, in representation of the Company; request or endorse stays of proceedings;
• 1. propose petitions, recourses, complaints before the administrative, state, provincial and regional authority, as well as before any judiciary authority in non-contentious proceedings, each settlements, discontinue actions;
• 1. sign the ordinary correspondence of the company for the transactions, deeds, contracts and arrangements pertaining to the power he is entrusted with;

represent the company before any public or private office, including any ministry, state, provincial, regional and municipal administration, custom, chamber of commerce and company's register for the fulfillment of all formalities required to obtain certificates and/or documents of any kind whatsoever.

Furthermore, by virtue of the resolution adopted by the Board of Directors on April 16, 2019, the Board appointed Luciano Santel as Director in charge of the Internal Control and Risk Management System. Therefore, to the Director Luciano Santel, in his capacity of Director in charge of the Internal Control and Risk Management System, pursuant to Art. 2381 of the Italian Civil Code and application criterion 7.C.4 of the 2018 Corporate Governance Code, have been attributed the following powers related to the above role and the relevant representation powers before third parties:

• (a) to identify the main business risks, taking into account the characteristics of the activities carried out by the Company and the Group and periodically submitting to the Board of Directors' examination;
• (b) to implement the guidelines established by the Board of Directors, dealing with the planning, implementation and management of the Internal Control and Risk Management System, monitoring its adequacy and effectiveness;
• (c) to adjust the Internal Control and Risk Management System to the dynamics of the operating conditions and the legislative and regulatory framework;
• (d) to request to internal audit Function and the Compliance Function, each for its own competence, to carry out reviews of specific operational areas and on the compliance of business operation with rules and internal procedures, giving simultaneous notice to the Chairman of the Board of Directors, the Chairman of Control, Risk and Sustainability Committee and the Chairman of the Board of Statutory Auditors;
• (e) promptly report to the Control, Risk and Sustainability Committee (or to the Board of Directors) issues and problems that resulted from his activity or of which he became aware in order for the Committee (or the Board) to take the appropriate actions.

Executive Director (Chief Marketing & Operating Officer)

By virtue of a resolution adopted on April 16, 2019, the Board of Directors granted to the Director and Chief Marketing & Operating Officer Roberto Eggs the powers indicated below, pursuant to and within the limits set forth in Article 2381 of the Italian Civil Code and Article 20 of the Bylaws, with the express

exclusion of the matters reserved by law and the Bylaws to the Board of Directors, to be exercised with individual signature and with the power to sub-delegate, within the limits established from time to time.

Promotional and Marketing Activities, Events and Communication:

• 1. supervise the marketing, promotion, advertising and communication activities in general carried out by the Company and the group to which the it belongs, also by entering into agreements and contracts, including (without limitations) works, procurement, consultancy, sponsorship, sale and purchase contracts, merchandising and co-branding agreements, contracts for the purchase and transfer of rights of use and exploitation of pictures, art works and photographs, rent, lease and other agreements aimed at producing or realizing events, entailing the payment of considerations that as an aggregate do not exceed Euro 300,000.00 per transaction and excluding in any case consultancy contracts lasting more than 36 months;
• 1. supervise the communication activities and public relations of the company and of the group, such as the relations with media, including printers and digital media, also by entering into works, procurement, consultancy agreements and contracts, including (without limitations) contracts for the purchase of pages and advertising spaces in newspapers and magazines, contracts for the purchase of web and social media services and pages and other online services, collaboration contracts with testimonials, VIPs and celebrities, entailing the payment of considerations that as an aggregate do not exceed Euro 300,000.00 (per transaction and excluding in any case consultancy contracts lasting more than 36 months; as well as deeds and contracts for the gift of Group money and/or products to charitable organizations or for public relations purposes for amounts not exceeding 2% of declared business income and, in any case, less than Euro 300,000.00;
• 1. sign in the name and on behalf of Moncler S.p.a. correspondence and any other act or contract strictly aimed at such promotional and marketing activities, events and communication.

Human Resources:

1. with reference to the business area under his responsibility, amend individual employment contracts concerning blue-collar workers, white-collar workers, middle managers, top managers and executives, with the exception of Key-managers, in relation to the management of promotions, determination of the remuneration with regard to the fixed and variable component, payment of bonuses and bonus una tantum, in implementation of the remuneration policy approved by the Board of Directors of the Company.

Purchases and production:

• 1. acquiring the supply of goods, raw materials and instrumental goods, committing and/or assuming processing on behalf of the Company, also by entering into, amending and terminating agreements and contracts including (by way of example and without limitation) contracts for the purchase, sale, lease, hire, lease, exchange, shipment, administration, up to a value limit of Euro 1,500,000.00 per transaction or series of related transactions.
• 1. enter into, amend and terminate agreements and contracts relating to the production and, more generally, the management and development of the business activities of the Company and the group, including (by way of example and without limitation) contracts for works, procurement, subcontracting, consultancy, purchase and sale, loan, rent, lease, transport, supply, maintenance, financial leasing, brokerage, shipping and storage and any other contract relating to the provision of works, services, supplies and utilities, with public and private third party suppliers, up to a value of Euro 1.500,000.00 per transaction or series of related transactions, and excluding in any case consultancy contracts lasting more than 36 months.

Sales:

• 1. sell and export the products of the company and of the group to which it belongs, thereby ensuring the proper management of the receivables due from all the company's and the group's clients;
• 1. sell and export the company's stock products;
• 1. set the sale price lists of the products offered to clients, grant discounts and usage allowances to clients, accept product returns and settle claims and disputes with clients;
• 1. sell movable property registered with public registries, enter into deeds of sale of that same movable property and establish the terms and conditions thereof;

Retail and wholesale:

• 1. supervise any and all activities pertaining to the company's and the group's retail, including by entering into, amending and terminating agreements and contracts, including (without limitation) real estate rent and lease, lease of going concerns and commercial collaboration agreements for the opening or closure of stores, possibly also in geographic areas different from those where the company is currently rooted, each having (i) a rent per annum that does not exceed Euro 2,000,000.00 and (ii) a key-money that does not exceed Euro 5,000,000.00, as well as works, sale and purchase, procurement of works or services, consultancy agreements and any other type of contract anyhow useful or instrumental to set up, refurbish, maintain, operate and implement the production capabilities of the stores and their warehouses;
• 1. supervise any and all activities pertaining to the company's and the group's wholesale, including by entering into, amending and terminating agreements and contracts, including (without limitation) sale, distribution, franchising, agency, representation agreements, without prejudice to the competence of the board of directors with respect to the entry into of multiannual and/or renewable agreements if the expected turnover is higher than Euro 10,000,000.00 per annum each.

Representation:

• 1. sign the acts, documents, requests and declarations necessary to carry out import/export, purchase and sales transactions, including in particular intra-Community transactions, statistical currency communications and recapitulative statements known as intrastat;
• 1. sign the requests and declarations required by current legislation in order to acquire goods and services without the application of value added tax;
• 1. in order to allow the regular performance of the business activities of the company and the group, in compliance with the law and the bylaws, to represent the company in any public or private office including ministries, governmental, provincial, regional and municipal administrations, customs, chambers of commerce and the register of companies for any file necessary to obtain certificates and/or documents of any kind.

Executive Committee (pursuant to Art. 123-bis, paragraph 2(d) of the Consolidated Law on Finance)

At the date of this Report no Executive Committee had been created.

Information to the Board of Directors

Pursuant to Art. 19.3 of the Bylaws and Art. 150 of the Consolidated Law on Finance and in accordance with best practice, the Managing Director reports on a timely basis to the Board of Directors and to the Board of Statutory Auditors, and in any case at board meetings, at least quarterly on its activities, the overall performance of the business and its outlook as well as on the most important economic and

financial transactions and those concerning the assets of the Company or Group, or at least the most important due to their size or nature, carried out by the Company and its subsidiaries; in particular he reports on transactions in which they have an interest, on their own behalf or on the behalf of third parties.

For further details on the information provided by the Managing Director to the Board during the Financial Year, see paragraph 4.3 above.

4.5 OTHER EXECUTIVE ADVISERS

There are no Executive Directors other than the Chairman and Executive Director, Remo Ruffini, the Executive Director Luciano Santel and the Executive Director Roberto Eggs.

4.6 INDEPENDENT DIRECTORS

In compliance with the recommendations contained in Art. 3 of the 2018 Corporate Governance Code and in accordance with the requirements of Art. 13.3 of the Bylaws, as described in paragraph 4.1, eight Independent Directors are members of the Board of Directors at the date of the present Report: Nerio Alessandri, Marco De Benedetti, Gabriele Galateri di Genola, Divia Moriani, Virginie Morgon, Marco De Benedetti, Stephanie Phair and Guido Pianaroli, who are also in possession of the independence requirements prescribed by the combined provisions of Art. 147-ter, paragraph 4 and Art. 148, paragraph 3 of the Consolidated Law on Finance and Art. 3 of the 2018 Corporate Governance Code. The Company believes that an adequate number of independent directors has been identified for the composition of both of the committees described in paragraphs 7 and 9.

At the time of their appointment, the Directors Diva Moriani, Gabriele Galateri di Genola, Alessandra Gritti, Nerio Alessandri, Marco De Benedetti, Stephanie Phair and Guido Pianaroli declared their compliance with the independence requirements provided for by the combined provisions of Artt.147 ter, paragraph 4 and art. 148, paragraph 3, of the Consolidated Law on Finance, as well as the independence requirements recommended by Art. 3 of the 2018 Corporate Governance Code, and, at the same time, they undertook to promptly notify the Board of Directors and the Board of Statutory Auditors of any changes in their requirements, including those of independence, as well as of any causes for revocation.

The Board of Directors, during the meeting held on April 16, 2019, following the appointment by the Ordinary Shareholders' Meeting held on the same date, pursuant to Art. 2386, paragraph 1, of the Italian Civil Code and Art. 13.4 of the By-laws, verified the existence of the independence of the abovementioned Directors also on the basis of the statements issued by them for this purpose pursuant to art. 148 of the Consolidated Law on Finance, by applying, inter alia, all the criteria set out in the 2018 Corporate Governance Code. The Board of Statutory Auditors verified the correctness of the assessment made by the Board on the independence of the Directors, based on the criteria set out in the 2018 Corporate Governance Code.

Subsequently, on an annual basis, the Board of Directors renewed the request to the Directors concerned and examined any further information provided by them or brought to the Board of Directors' attention. The Board of Directors and the Board of Statutory Auditors have respectively verified the content of these declarations and the correct application of the said requirements and procedure.

This request was made at the time of approval of the Report and, following the checks made, it was ascertained that the independence requirement of the above-mentioned Directors (i.e., Diva Moriani, Gabriele Galateri di Genola, Alessandra Gritti, Alessandro Neri, Marco De Benedetti, Stephanie Phair and Guido Pianaroli) was maintained, as well as that Director Virginie Morgon met such independence requirements.

The Board of Statutory Auditors verified the correct application of the criteria and procedures adopted

by the Board of Directors to assess the independence of its members.

During the Financial Year a meeting with only those Directors in possession of the independence requirements was held. On this occasion, the Independent Directors discussed the functioning of the Board of Directors and the management of the Company. During this meeting, the Independent Directors unanimously confirmed the optimal functioning of the Board; furthermore, appreciation was expressed for management's ability to manage exceptional contexts such as the current ones and, at the same time, to authoritatively and enthusiastically undertake new and important challenges such as the combination with Stone Island. Finally, the Independent Directors urged the management to consider further engaging the entire Board on key strategic issues.

4.7 LEAD INDEPENDENT DIRECTOR

As stated in paragraph 4.4, because of the concentration in Remo Ruffini of the positions of Chairman of the Board of Directors and Chief Executive Officer, while emphasising the centrality of the role and powers of the Board of Directors in the governance of the Company that constitute adequate counterweight to the number of appointments made in favour of Mr. Ruffini, on November 4, 2013 the Board of Directors of the Company resolved on availing itself of the Lead Independent Director, in compliance with the recommendations contained in recommendation 16 of the Corporate Governance Code. On April 16, 2019, the Board of Directors has appointed Mr. Marco De Benedetti as Director and Deputy Chairman of the Board of Directors, entrusting him with the following tasks recommended by recommendation 14 of the Corporate Governance Code:

• a) to be a point of reference and coordination for the needs and contributions of non-executive directors and, in particular, of the independent directors;
• b) to cooperate with the Chairman of the Board of Directors in order to ensure that the Directors receive complete and timely information.

The Lead Independent Director carried out his functions in the course of the Financial Year in line with Corporate Governance Code' recommendations.

5 TREATMENT OF CORPORATE INFORMATION

The Board of Directors adopted the "Internal procedure for the management of inside information" (the "Inside Information Procedure") approved by the same Board on September 26, 2013 and last amended on December 18, 2018, in compliance with applicable European Union and national regulations for the prevention and repression of market abuses and public disclosures, and in accordance with the recommendations set out in the recommendations of the Corporate Governance Code in order to discipline the management and treatment of confidential information and the procedures to be observed for the external disclosure of documents and information regarding Moncler, especially in relation to inside information pursuant to Article 7 of the Market Abuse Regulation. For the purposes of the implementation of the Inside Information Procedure, the Company takes into account the interpretive and applicable instructions contained in Consob guidelines for the management of inside information no. 1/2017 (October 2017).

The Company also adopted the procedure on the internal dealing regulations referred to in art. 19 of the MAR, last amended on July 25, 2018 to regulate the disclosure requirements in respect of the Consob and the public related to the fulfilment by the "relevant persons" and "persons closely associated to them", identified in the Market Abuse Regulation, of transactions involving financial instruments issued by the Company.

The procedures described are available on the Company's website www.monclergroup.com in the section "Governance/Documents and procedures" to which reference should be made for full details.

6 BOARD COMMITTEES

The Company, adhering to the best practices in the field of corporate governance adopted by listed companies and provided for by the Corporate Governance Code, established the Nomination and Remuneration Committee and the Control and Risks Committee by implementing the recommendations now contained in Artt. 3, 4, 5 and 6 of the Corporate Governance Code.

The Board of Directors of the Company, with the prior approval of the Control and Risk Committee, resolved, in line with the recommendations set out in the Corporate Governance Code, to delegate the supervision of the sustainability issues related to the activities of the Moncler Group to the Control and Risks Committee, by extending its functions, which is now called the "Control, Risk and Sustainability Committee".

Pursuant to the recommendations of the Code, internal regulation of the Nomination and Remuneration Committee and of the Control, Risks and Sustainability Committee prescribe that both committees be composed of three non-executive Directors, the majority of whom are independent, from whom the Chairman is chosen. At least one member of the Nomination and Remuneration Committee must have adequate knowledge and experience in financial and remuneration matters, while at least one member of the Control, Risks and Sustainability Committee must have adequate experience in accounting and finance or risk management.

The Related Parties Committee was also set up, made up of Directors, the majority of whom are Independent, which performs the functions provided for by the Consob RPT Regulation and the Moncler RPT Procedure.

The Chairman of each Committee provides information on the Committee meetings during the subsequent Board of Directors, and therefore on the topics to be discussed, in line with art. 3 of the Corporate Governance Code.

In order to organise their work, the Committees are supported by the Secretary appointed by the Board of Directors, who is responsible for drafting the minutes of the meetings.

At the date of this Report, no Committees have been constituted other than those recommended by the Corporate Governance Code, with the exception of the Strategic Committee described in detail in paragraph 16 below.

7 NOMINATION AND REMUNERATION COMMITTEE

Composition of the Committee

The Company's has established a single nomination and remuneration committee in accordance with the provisions of Artt. 4 and 5 of the Corporate Governance Code.

The Nomination and Remuneration Committee is composed by the following three Independent Directors, with training and professional experience suitable to fulfil the duties of the Committee, all of which are Directors with independence requirements pursuant to the Corporate Governance Code: Diva Moriani (Independent Director and Chairman of the Nomination and Remuneration Committee), Alessandra Gritti (Independent Director) and Marco De Benedetti (Independent Director). The Board also verified that all the members of the Committee have adequate knowledge and experience in financial remuneration matters.

The Nomination and Remuneration Committee has the right to access information and corporate functions and structures, ensuring appropriate operational and functional connections with these for the performance of their duties. It can make use of external consultants at the Company's expense, and in any case within the limits of the budget set out by the Board of Directors, subject to verification that such consultants are not placed in situations that compromise their independent judgment in practice

and, in particular, shall not provide to the Department of Human Resources, the directors or managers with strategic responsibilities services of such significance as to affect de fact the independence of judgment.

The Chairman of the Board of Statutory Auditors (or another statutory auditor appointed by him) takes part in the meetings of the Nomination and Remuneration Committee. Other statutory auditors may also take part. The Chairman of the Nomination and Remuneration Committee has the authority to call the Head of the People & Organization Functionof the Company, the Manager in Charge, the Chief Financial Officer of Moncler, the Secretary of the Board of Directors, whose services are also used by the Nomination and Remuneration Committee, other members of the Board of Directors and the Board of Statutory Auditors as well as the heads of the corporate functions of the Company and its subsidiaries, as well as other subjects with reference the points on the agenda, to provide information and express proficiency evaluations to Nomination and Remuneration Committee meetings whose presence may help to carry out the functions of the committee.

In line with the provisions of a recommendation 26 of Art. 5 of the Corporate Governance Code, no Director shall participate in the meetings of the Nomination and Remuneration Committee in which proposals to the Board of Directors are drawn up relating to that person's remuneration, except in case of proposals that affect the generality of the members of the Board committees.

The meetings of the Nomination and Remuneration Committee are recorded in minute which are kept by the secretary in chronological order and sent in copy to the members of the Committee, as well as, to the Chairman of the Board of Auditors.

The Board of Directors annually approves, through the proposal of the Nomination and Remuneration Committee, the necessary budget to equip the Nomination and Remuneration Committee of adequate financial resources for the fulfilment of its duties.

The Chairman of the Nomination and Remuneration Committee reports (i) to the next following Board meeting on each meeting previously held and annually report to the Board of Directors on its activity and (ii) reports to the Shareholders' Meeting on an annual basis on the approval of the financial statements about arrangements for the exercise of its functions.

Functions of the Committee

The Nomination and Remuneration Committee has the task of assisting the Board of Directors, through enquiry, of a propositional and consultative nature, in evaluations and decisions related to the composition of the Board of Directors and to the remuneration of Directors and Executives having strategic responsibility.

The following functions are entrusted to the Nomination and Remuneration Committee:

• a) support the Board of Directors in identifying in advance its quantitative and qualitative composition, deemed optimal to the purpose of the appointment or co-optation of the directors and subsequent verification of the correspondence between the qualitative and quantitative composition considered optimal and the actual outcome of the appointment process;

• b) provide opinions to the Board of Directors in relation to the size and composition of the Board and/or make recommendations regarding the professional figures whose presence on the Board is deemed to be appropriate, as well as on issues relating to the maximum number of positions as director or auditor in companies listed on Italian or foreign regulated markets in financial, banking, insurance or large companies that can be considered compatible with an effective performance of a director of the Company, considering the participation to different Committees and the different criteria with respect to the necessary duty for each office held, as well as in connection with the Shareholders' authorisations granted to the directors to act in derogation to the general prohibition of competition;

• c) propose to the Board candidates for the office of director in the cases of co-optation, if necessary, replace the independent directors indicating their names and/or their necessary requirements; and advise the Board of Directors on the resolutions concerning the potential replacement of the members of the Committees within the Board of Directors, which become necessary during the tenure of the Committee;

• d) examine the proposals in relation to the appointment and to the plans for replacing key executives;
• e) treat the investigation and support the Board of Directors on the possible preparation of the succession plan for executive directors;
• f) formulate to the Board of Directors proposals for the establishment of policy for the remuneration of Key-managers, also with the formulation of suggestions concerning the remuneration report that the directors must present to the annual Shareholders' Meeting;
• g) periodically assess the adequacy, overall consistency and the practical application of the policy for the remuneration of directors and managers with strategic responsibilities; and formulate proposals to the Board on the matter;
• h) submit proposals or express opinions to the Board of Directors on the remuneration of executive directors and other directors assigned special tasks and on the setting of performance targets related to the variable component of the remuneration, monitoring the implementation of the decisions taken by the board itself and the actual achievement of performance targets;
• i) support the Board of Directors during the self-assessment process; in particular it provides to the investigations concerning the periodic verifications of the independence and integrity requirements of directors, and the absence of causes of incompatibility or ineligibility of those; and
• j) express an assessment on specific and particular issues in relation to the compensation for which the Board of Directors requested the examination.

During the Year, 7 meetings of the Nomination and Remuneration Committee were held, with an overall attendance of 95%; during these meetings, the Nomination and Remuneration Committee, in the exercise of the functions assigned to it:

• (i) reviewed the amendments adopted by CONSOB on remuneration by resolution no. 21623 of December 10, 2020 to the Issuers' Regulations in order to align the provisions of said Regulations with Directive (EU) 2017/828 so-called Shareholder Rights Directive 2;
• (ii) assessed the Remuneration Policy adopted by the Company with regards to the Financial Year, verifying the adequacy, the overall consistency and the actual application, preliminarily reviewed the Company's report on remuneration policy and fees paid, whose second Section will be submitted for an advisory vote at the Shareholders' Meeting of April 22, 2021;
• (iii) presented proposals and expressed opinions to the Board of Directors on the remuneration of Executive Directors and other Key Managers, as well as on the setting of performance objectives related to the variable component of such remuneration, monitoring the application of the decisions taken by the Board itself and verifying, in particular, the actual achievement of the performance objectives;
• (iv) examined, before the Board, the "Performance Shares 2020 Plan" and, therefore, the new set of performance indicators (which replaced the previous single KPI (EPS) and includes new financial KPIs and an "ESG Performance Indicator", linked to specific objectives of the Sustainability Plan), expressing its opinions on the subject;;
• (v) examined the proposals that the Company, through the People & Organization Function, has formulated with respect to the reconstructing of the economic-financial objectives of the variable component of short-term remuneration (MBO) referring to the entire Moncler population, as part

of the actions that the Company has undertaken in the face of the Covid-19 emergency

• (vi) examined the results of the benchmarking activity carried out by an external consultant with respect to 30 profiles qualifying as Senior Executives and Executives, which concerned all the remuneration components of the remuneration packages (and therefore the fixed and variable components as well as the short and medium/long-term components);
• (vii) supported the Board of Directors in the context of self-assessment process referred to in Art. 4 of the Corporate Governance Code;
• (viii) received an update with respect to the Company's governance and compensation engagement activities.

The Nomination and Remuneration Committee reported to the Board of Directors on the activities performed during the Financial year on July 27, 2020 and February 16, 2021 and informed the Board at its first useful meeting on each Committee's meeting previously held, and therefore on the topics to be discussed, in line with Art. 3 of the Corporate Governance Code.

At least 4 Nomination and Remuneration Committee meetings are scheduled for the financial year 2021, two of which have already been held as of the date of the Report.

8 REMUNERATION OF DIRECTORS

For all information on the general policy for the remuneration of Directors, reference should be made to the report on remuneration policy and fees paid prepared pursuant to art. 123-ter of the Consolidated Law on Finance, which is available at the Company's registered office and on its website www.monclergroup.com under sections "Governance/Remuneration" and "Governance/Shareholders' Meeting".

9 CONTROL, RISKS AND SUSTAINABILITY COMMITTEE

Composition and functioning of the Control, Risks and Sustainability Committee

The Control, Risks and Sustainability Committee is composed by the following three non-Executive Directors, with training and professional experience suitable to fulfil the duties required by the office held, all of them are Independent: Marco De Benedetti (Independent Director and Chairman of the Control, Risks and Sustainability Committee), Gabriele Galateri di Genola (Independent Director) and Guido Pianaroli (Independent Director).

The Chairman of the Board of Statutory Auditors (or another Statutory Auditor appointed by him) takes part in the meetings of the Control, Risks and Sustainability Committee. Other auditors may also take part. The Chairman may from time to time invite other members of the Board of Directors to meetings of the Control, Risks and Sustainability Committee as well as the Director in charge of supervising the functionality of the Internal Control System and Risk Management and the Manager in Charge, the Chief Financial Officer, the Chief Financial Officer of Moncler, the Secretary of the Board of Directors, whose services are also used by the Control, Risks and Sustainability Committee and takes part to the meetings in his role of Head of the Compliance Function, the Head of Sustainability Function, the Chairman or other designated member of the Supervisory Body constituted pursuant to the Legislative Decree no. 231/2001 (the "231 Decree") and finally the managers of corporate functions of the Company and its subsidiaries, as well as other subjects, with reference to individual points on the agenda, in order to provide information and express assessments of competence, or whose presence may help to carry out the functions of the Control, Risks and Sustainability Committee.

59 The meetings of the Control, Risks and Sustainability Committee are recorded. The minutes are kept by the Secretary in chronological order and sent in copy to the members of the Committee, as well as, to

the Chairman of the Board of Auditors.

The Control, Risks and Sustainability Committee has the right to access the information and corporate functions necessary for the performance of its duties, and may use, at the expense of the Company, within the limits of the budget approved by the Board of Directors, external consultants, after a specific verification where it is clarified that such consultants may not affect the independence of judgment and, in particular, they do not provide to the Head of the Internal Audit function, Directors or Key-managers, any significant service in order to avoid to compromise their independence of judgment.

On the proposal of the Control, Risks and Sustainability Committee, the Board of Directors approves every year the necessary budget to provide the Committee with sufficient financial resources to perform its duties.

Duties assigned to the Control, Risks and Sustainability Committee

The Control, Risks and Sustainability Committee has the task of assisting the Board of Directors, through enquiry, of a propositional and consultative nature, in evaluations and decisions relating to the Internal Control and Risk Management System , including in such evaluations all risks that could become relevant in view of sustainability in the medium – long period, those relating to the approval of periodic financial reports and, more generally, in the commitment of the Company in favour of a sustainable growth.

In particular, the Control, Risks and Sustainability Committee assists the Board of Directors in the performance of duties relating to:

• (i) the definition of guidelines for the Internal Control and Risk Management System, so that the principal risks facing the issuer and its subsidiaries are correctly identified, and adequately measured, managed and monitored, establishing criteria to ensure the compatibility of such risks with a healthy and proper business management;
• (ii) periodic checks, carried out at least annually, as to the adequacy and effectiveness of the Internal Control and Risk Management System with respect to the characteristics of the Company and its risk profile, as well as its effectiveness;
• (iii) the approval at least annually of the work plan prepared by the Head of the Internal Audit Function;
• (iv) the approval, at least once a year, of the work plan prepared by the Compliance Officer;
• (v) a description in the report on corporate governance, of the main features of the Internal Control and Risk Management System to assess their suitability;
• (vi) the evaluation, upon consultation with the Board, of the results illustrated in the reports of the external auditors and any management letter and in the report on key matters arising from the statutory audit;
• (vii) the appointment and removal of the Head of the Internal Audit Function, the allocation, for the latter, of adequate resources and the definition of its remuneration, in accordance with the company policy;
• (viii) supervision of the sustainability issues related to the Company's activity and its dynamics of interaction with stakeholders;
• (ix) the definition of the strategic sustainability lines and of its action plan ("Sustainability Plan"); and
• (x) the examination of the Declaration of non-financial nature pursuant to Legislative Decree no. 254/2016 (the "Non-Financial Declaration").

In assisting the Board of Directors, the Control, Risks and Sustainability Committee:

• (i) assesses, together with the Manager assigned to drawing up the corporate accounting documents and after consulting with the auditing firm and the Board of Statutory Auditors, the correct use of the accounting principles and whether these have been applied consistently in preparing the consolidated financial statements;
• (ii) expresses opinions on specific aspects of the identification of the main business risks;
• (iii) examines the periodic reports relating to the evaluation of the Internal Control and Risk Management System and those of particular relevance prepared by the Internal Audit department;
• (iv) monitors the independence, adequacy, effectiveness, and efficiency of the Internal Audit department;
• (v) may request the Internal Audit Function to perform checks on specific operational areas, after notifying the Chairman of the Board of Statutory Auditors;
• (vi) examines the periodic reports provided by the head of the Compliance Function;
• (vii) reports to the Board of Directors at least every six months, on the approval of the half-year and annual financial report, on its activity and the adequacy of the Internal Control and Risk Management System;
• (viii) defines the control mechanisms in order to verify and to periodically monitor the compliance with the delegated powers, promptly reporting the evidence of any anomaly to the Board of Directors;
• (ix) examines and evaluates the strategic sustainability guidelines aimed at creating long-term value for all stakeholders;
• (x) monitors the degree of the Company's compliance to the regulations adopted by the Company and subsidiaries, making proposals and suggestions to the Board of Directors;
• (xi) supports, with adequate investigations, the evaluations and decisions of the Board of Directors, in relation to the management of risks arising out of detrimental acts which the Board of Directors has been aware of;
• (xii) examines the Sustainability Plan;
• (xiii) reports to the Board of Directors every six months about the state of progress of projects that make up the Sustainability Plan;
• (xiv) examines the Non-Financial Declaration;
• (xv) performs any additional duties that may be assigned by the Board of Directors.

During the Year, the Control, Risk and Sustainability Committee met four times and all Committee members of the Control, Risk and Sustainability Committee attended these meetings; each meeting lasted an average of approximately two and a half hours. In exercising the functions assigned to it, the Control, Risk and Sustainability Committee, during the Year:

• (i) examined in advance the impairment procedure of the Moncler Group as well as the draft of the financial statements and consolidated financial statements as of December 31, 2019; in addition, examined the Non-Financial Declaration and the Sustainability Plan for the financial year 2019 thereby published; also examined the half-yearly financial report for the first half of the year before the Board of Directors; and examined, with the assistance of the Board of Statutory Auditors and the external auditors, certain issues concerning application of the IFRS-16 accounting standard.;
• (ii) examined the Internal Audit Function report for the second half of 2019, and for the first semester

2020, evaluating the adequacy of the organizational, administrative and general accounting structure of the Company and its strategic subsidiaries; it also received updates from the aforesaid Function regarding specific issues that emerged during the audits carried out, which also included an analysis in terms of risk assessment of the management of risks connected with the Covid-19 emergency;

• (iii) examined, before the Board, he Audit Plan for the Year as well as certain revisions that were made to it in response to the Covid-19 emergency;
• (iv) assisted the Board of Directors with investigative, propositional and advisory functions on the evaluations and decisions about the Internal Risk Management and Control System, including on these evaluations all the risks which may take on significance for the sustainability on the mediumlong period, on the approval of the regular financial reports and, in general, in the Company's commitment to the sustainable development;
• (v) examined the regular reports, referring to the evaluation of the internal risk management and control system and to the significant evaluations prepared by the Internal Audit Function; it also acknowledged the activities carried out by this Function with respect to the Enterprise Risk Management project;
• (vi) examined in advance, with respect to the Board, the proposal formulated by the Company through the People & Organization Function, concerning the remuneration of the Head of the Internal Audit Function, in compliance with the provisions of recommendation 33 of the Corporate Governance Code;
• (vii) received a periodic update from the Compliance Function with respect to the activities carried out during the first half of 2020, as well as the results of the information flows that the Function itself receives from the Group Functions and the Presidents of the Regions to which the Information Flows Procedure approved by the Board of Directors ("Information Flows to the Global Compliance Function") and the activities planned for the second half of 2020, within the scope of this update, the Compliance Function also provided an update on the activities carried out within the scope of the Covid-19 emergency regarding Health and Safety (such as the implementation of the Covid-19 Protocols adopted by the Group) and Operations & Supply Chain;
• (viii) received the customary update from the Moncler Supervisory Board on the activities carried out during the first half of 2020;
• (ix) received an update from Moncler's Data Protection Officer ("DPO") regarding the activities carried out by the DPO itself and by the Company in line with the provisions of the General Data Protection Regulation (EU) 2016/679 (the "GDPR") and which included, among other things, the launch of an audit activity by external consultants on specific privacy issues, the analysis of certain issues that emerged as part of the activities implemented by Moncer in the face of the Covid-19 emergency;
• (x) examined, with the help of the Information Technology Function, the state of progress of the activities implemented by the Group regarding cyber-security;
• (xi) received an update from the Health and Safety Function with respect to the gap analysis activity carried out by the certification body TÜV with reference to the risks connected to the Covid-19 emergency;
• (xii) examined and assessed the sustainability strategies related to the creation of value for the stakeholders on the long-period;
• (xiii) approved its reports to be submitted to the Board of Directors for the second half of 2019 and the first half of 2020 in line with the provisions of Article 6 of the Corporate Governance Code;

• (xiv) verified the delegated and proxy powers granted within the Group, monitoring its functioning;

• (xv) received an update regarding Moncler's entry into the Dow Jones Sustainability (DJSI) World and Europe and the Company's ranking as Industry Leader in the "Textiles, Apparel & Luxury Goods" sector;

• (xvi) monitored the degree of compliance of the Company to the applicable laws and regulations adopted by the Company and its subsidiaries, including the compliance of the Group with the general data protection Regulation (UE) 2016/679 ("GDPR") and, more generally, the privacy regulation.

The Control, Risks and Sustainability Committee reported to the Board of Directors on the activities performed during the Financial year on July 27, 2020 and February 16, 2021 and reported to the next following Board meeting on each meeting previously held, in line with Art. 3 of the Corporate Governance Code.

At least 4 Nomination and Remuneration Committee meetings are scheduled for the financial year 2021, one of which has already been held on February 16, 2021.

10 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

In accordance with the recommendations of Art. 7 of the Corporate Governance Code and best practice in the sector the Internal Control and Risk Management System adopted by Moncler is the set of rules, procedures and organisational structures designed to ensure, through a proper process of identification, measurement, management and monitoring of the main risks facing the Company and the company's subsidiaries, a healthy and proper management consistent with the strategic objectives of the Company.

The Internal Control and Risk Management System adopted by Moncler involves, each for its own part:

• (i) the Board of Directors, which defines the guidelines and evaluates the adequacy of the Internal Control and Risk Management System;
• (ii) the Control, Risks and Sustainability Committee with the duties described in paragraph 9 above, the duty of supporting, with adequate preparatory work and proposals, the evaluations and decisions of the Board of Directors relating to the system, as well as those relating to the approval of the periodic financial reports;
• (iii) the Director in charge of the Internal Control and Risk Management System, Mr. Luciano Santel, with tasks, set out in detail in paragraph 10.1, to identify the key business risks and implement the guidelines established by the Board of Directors;
• (iv) the Head of the Internal Audit Function, Mr. Riccardo Greghi, who is responsible, as an independent third level control, inter alia, for verifying that the Internal Control and Risk Management System is working properly, according to the duties set out in detail in paragraph 10.2;
• (v) the Head of the Compliance Function, Andrea Bonante, in charge, as second level control, of monitoring the correct performance of the Group's operations in compliance with the reference legal and regulatory constraints as well as with the internal procedures and values of the Code of Ethics adopted by Moncler, ensuring the management of compliance aspects; and, in general, ensuring an adequate risk management system for the business in which the entire Group operates;
• (vi) the Board of Statutory Auditors which, also as an audit and internal control committee pursuant to Art. 19 of Legislative Decree no. 39/2010, monitors the effectiveness of the Internal Control System and Risk Management.
• (vii) Supervisory Body which oversees the effectiveness and adequacy of Moncler's internal mechanisms and controls of Moncler and the 231 Model.

63 With respect to the Financial Year, on February 18, 2021, the Board of Directors positively evaluated

the adequacy of the organizational, administrative and accounting structure and, in particular, the Internal Control and Risk Management System and of the subsidiaries, also with respect to the company's characteristics and its risk profile, as well as its effectiveness.

Given the complexity of operations and taking into account that the assumption of risk is an inherent component of the business activity, the Board of Directors has assessed the importance of identifying and mapping the main risks and activating suitable instruments to regulate these and reduce their impact and/or the occurrence probability. In correspondence with the listing process, the Company therefore implemented for several years a process to define the model of integrated risk management based on the principles set out by the Committee of Sponsoring Organizations of the Treadway Commission - Enterprise Risk Management Integrated Framework.

Consistent with these aims the integrated model of risk governance (Risk Management) adopted by the Company has the following purposes:

• a) to spread within the company a culture of prevention and mitigation of risks in particular in the processes of strategic and operational planning and the most important business decisions;
• b) to ensure transparency on the risk profile and management strategies implemented through a structured and regular reporting to the Board of Directors and to senior management and Shareholders.

The Risk Management model of Moncler is also:

• a) extended to all types of risks potentially significant;
• b) focused on the most significant risks in terms of their ability to affect the achievement of the strategic objectives or to undermine the strategic corporate assets and Group' reputation;
• c) based on an approach, where possible, of an accurate measurement of the risk impacts on the financial results expected considered in terms of their probability of occurrence;
• d) based on quantitative risk appetite being defined for each risk area;
• e) integrated in decision-making and business process.

The Risk Management model of the Company was approved by the Board of Directors, upon the proposal of the Director in charge of the Internal Control and Risk Management System and after receiving the favourable opinion of the Control, Risks and Sustainability Committee and the Board of Statutory Auditors. This model, updated whenever necessary, sets out the Moncler guidelines to identify, oversee, and govern the areas of risk by ensuring the achievement of the strategic and operational objectives, the reliability of information not only financial) reported to the corporate bodies and the market, compliance with laws and regulations and the protection of company assets, including the intangible assets and Moncler's reputation.

The Risk Management model of Moncler, whose roles, responsibilities and timing are defined within the internal "Risk Management Process", takes into account four main categories of risk that allow management to identify the objectives, the control model, and the governance bodies:

• a) strategic risks, i.e., those related to corporate strategies and which allow a competitive advantage to be gained, which are reflected in the objectives stated in the business plan;
• b) business risks, i.e., those that are related to their industry and to the business model with which the Company operates to achieve the objectives of the business plan;
• c) financial risks, i.e., those that are related to the macroeconomic financial and market situation;
• d) compliance risks, i.e., those that are related to the infringement of binding rules or regulations defined internally.

The risks identified with the risk owners of the Functions involved, including the Presidents of the

Group Regions (EMEA, APAC; Americas, Japan, Korea), can be both internal to the Group or external (that is linked to the context of the sector or market). In the first case the objective of the Risk Management model is the management of risk through specific systems of prevention, control and monitoring integrated in the business processes at an operative and managerial level, and aimed at reducing the probability and/or minimising the impact in case of occurrence. With respect to external risks, the objective of the Risk Management model is to monitor the risk itself and mitigate the impact in case of occurrence.

The Group's exposure to strategic, business, operational, compliance risks and the related mitigation actions are included in the Risk Assessment and Risk Management instruments, which are subject to the approval of the competent bodies.

The Board of Directors is responsible for coordinating and supervising the Risk Management process so that the risks assumed in the business are consistent with strategies and with the threshold of acceptable risk as defined in the risk appetite.

The Control, Risks and Sustainability Committee is responsible for assisting the Board to (i) identify and evaluate, at least annually, the main risks affecting the Company and its subsidiaries so that they are appropriately monitored and (ii) to define and update, at least annually, the mitigation plans and overall management of risks in order to maintain the level of overall risk exposure within the threshold of acceptable risk.

In this regard, it should be noted that the Company has a Risk & Audit Manager for the methodological development and continuous monitoring of the corporate risk portfolio. The quantitative thresholds identified in the risk appetite are updated as necessary according to the nature and level of risk compatible with the strategic objectives, and approved by the Board of Directors after consulting the Control, Risk and Sustainability Committee.

The Director in charge of the Internal Control and Risk Management System is responsible for (i) identifying the main business risks, taking into account the characteristics of the business and operations conducted by the Company and the Group and (ii) dealing with the design, implementation and management of the Internal Control and Risk Management System constantly monitoring its adequacy and effectiveness.

With respect to the Compliance, the Group has adopted a procedure for the purpose of: (i) disclosing Moncler's definition of compliance; (ii) establishing its scope of application; (iii) establishing the general principles adopted; (iv) defining the roles and responsibilities of employees; (v) and providing guidelines based on the pillars of the Group Compliance Program as updated from time to time.

The activities carried out by the Global Compliance Function, since its establishment in 2016, have therefore aimed at strengthening the monitoring and management system for non-compliance risks, starting from the areas considered most sensitive, such as antitrust, health and safety, privacy and anticorruption and consumer protection legislation.

On February 10, 2020, the Board - with the support of all Functions and bodies in charge of the control system - assessed as adequate and effective the organisational, administrative and accounting structure and the Internal Control and Risk Management System of the Company and its subsidiaries with strategic importance, also with regard to the characteristics of the business and the risk profile assumed.

On the same date, the Control, Risks and Sustainability Committee and the Board of Directors, in the respective meetings, acquired the opinion of the Statutory Auditors and of the Director in charge for the Internal Control and Risk Management System, with reference to the financial year 2020, approved (i) the Audit Plan prepared by the Head of the Internal Audit Function and the Compliance Plan prepared by the Head of the Global Compliance Function.

65 Both of the above Plans were revised by the Internal Audit Function and the Compliance Function, respectively, during the Year in view of the Covid-19 emergency and the measures that the Company had to take promptly to deal with the emergency situation. The amendments resulting from this review

were submitted for prior examination by the Control, Risk and Sustainability Committee and subsequent approval by the Board of Directors. As part of this update, the Internal Audit Function has, among other things, carried out a risk assessment activity with respect to the risk profiles resulting from the Covid-19 emergency, while the Compliance Function coordinated with the Functions participating in the Task Force appointed by the Company for the management of this emergency for the purposes of drafting and updating the "Anti-Covid-19 Protocols" and the guidelines adopted by Moncler for the management of activities in maximum security in all corporate offices and all the Group's stores, and carried out a survey of the laws and regulations applicable to the reopening of the offices and major stores in Italy and abroad.

Main features of risk management system and internal control in relation to the financial reporting process pursuant to Art. 123-bis, paragraph 2(b) of the Consolidated Law on Finance

The internal control system for the financial reporting process is an integral part of, and fits into the broader context of the system of, internal control and risk management. In general, the internal control system set up by the Company is intended to ensure the safeguarding of assets, in compliance with laws and regulations, the efficiency and effectiveness of business operations as well as the reliability, accuracy and timeliness of financial disclosure itself.

The internal control system for financial disclosure aims to identify and assess the events that may on occurrence threaten the credibility, accuracy, reliability and timeliness of financial information and the ability of the process for preparing the financial statements as a whole to produce financial information in accordance with the relevant accounting standards.

The design approach in the construction of the control model of the process of financial reporting was inspired by international standards and best practices in the sector as well as to the guidelines issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The administrative and accounting procedures for the preparation of financial statements and any other financial reports are prepared under the responsibility of the Manager assigned to drawing up the corporate accounting documents, who together with the Chairman of the Board of Directors, certifies their adequacy and effective application on the issue of the Company's annual and consolidated financial statements and half-year financial statements.

a) Phases of the internal control and risk management system in relation to the financial reporting process

During the Financial Year, the Group worked in accordance with the recommendations of Law no. 262/2005, ensuring the documented and verified financial reporting process model through relevant checks, with regard to operational procedures concerning the administrative accounting system and the main activities of accounts closing in order to support the certification process by the Manager assigned to drawing up the corporate accounting documents.

As part of this project, analysis has been carried out, which has enabled the Company to update the perimeter of the relevant companies of the Group (based on the significance of the revenues and assets of each company on the consolidated amounts equal to 5%), in the context of which have been identified, in addition to the parent company Moncler, the subsidiaries with a strategic relevance, identified in Industries, Moncler USA Inc., Moncler USA Retail Llc (which merged with Moncler USA Inc. during the Financial Year), Moncler Shanghai, Moncler Asia Pacific Ltd, Moncler France S.à.r.l., Moncler Japan Corporation and Moncler Shinsegae. In addition, in the context of the above activity during the Financial Year other companies have been identified on the basis of a qualitative perimeter and taking into account specific risks (such as, by way of example, the presence of a local partner, the performance of specific activities or the management of certain significant processes in outsourcing); the companies in respect of which the audit activities have been finalised are Moncler UK LTD, Moncler

Istanbul Giyim ve Tekstil Ticaret Ltd. Sti., Industries Yield Srl (Romania), and Moncler Deutschland. Certain audits scheduled in the Audit Plan for the Year with respect to other companies were postponed due to the Covid-19 emergency and the resulting organizational difficulties that primarily affected the period between March and November 2020; these changes, along with other revisions that were made to the Audit Plan in response to the emergency situation, were submitted for prior review by the Audit, Risk and Sustainability Committee and subsequently approved by the Board.

Within the relevant companies, identified as per above, financial statement items were selected together with the business processes feeding these items, arriving at a matrix of business processes/legal entities concerning the financial reporting risks related with the failure to achieve the control objectives were identified, with the aim of ensuring a true and fair view of the financial information. This phase is called risk assessment.

In general, the objectives of control for the process of financial reporting are related to the typical financial statement assertions such as the existence, completeness and accuracy of accounting records, the rights and obligations and the assessment of operations and the presentation of disclosures. The control objectives were subsequently clarified and formalized, as identified within the Group's administrative and accounting processes, within a risk / control matrix (risk / control matrix). The controls are also linked to other elements that characterise the internal control environment and business organisation such as, for example, the segregation of duties, compliance with the rules of conduct and authorisation limits, the physical security of assets, the documentation and traceability of operations.

The analyses of the corporate perimeter (scoping), of the risks related to financial reporting (risk assessment) are updated periodically in order to identify major changes in the structure of the administrative and accounting processes as a result of the natural evolution of the business, the single legal entities and the organisation of the Group.

Subsequently the Company identifies the approach to be taken in the testing stage to ensure the adequacy and operation of key controls, in order to contain and/or reduce the residual risk to an acceptable level. The approach takes into account the way in which controls are carried out (manual checks, checks at an application system level and frequency of the checks themselves).

Overall, during the financial year, checks were carried out by the Internal Audit function, in coordination with the Manager assigned to the preparation of accounting documents, on all the companies indicated above, representing a total of 91%. of the Group's revenues and assets respectively.

b) Role and functions involved

The control system concerning the financial reporting process is coordinated and managed by the Manager in Charge, Mr. Luciano Santel, appointed by the Board of Directors in accordance with the laws and statutory provisions in force.

The Manager in Charge avails himself of the Internal Audit Function to test the working of the control system, Managers of the parent company's Functions as well as by the legal representatives and Finance Directors of the foreign subsidiaries who, each for their area of competence, formally ensure the completeness and reliability of information flows for the purpose of preparing the financial documents, through internal certification letters sent each semester.

The Manager in Charge has direct responsibility for verifying the correct and timely execution of management tasks in administrative, accounting and financial operations, being called upon to supervise all phases of a continuous monitoring and evaluation of the risks inherent in the financial reporting process.

The Manager in Charge shall periodically inform the Board of Statutory Auditors on the organisation, including its adequacy, and reliability of the accounting system and reports to the Control, Risks and Sustainability Committee and to the Board of Directors on his activities and on the effectiveness of the internal control system with regard to the risks concerning the financial statement disclosures.

As a result of the activities and controls carried out, the Manager in Charge issues the certifications required by Art. 154-bis of the Consolidated Law on Finance.

In particular, pursuant to:

• (i) Art. 154-bis, paragraph 2 of the Consolidated Law on Finance, the acts and communications of Moncler, disclosed to the market and relating to the financial reports, including interim financial information, are accompanied by a written statement of the Manager in Charge who certifies that these correspond to the accounting books and records;
• (ii) Art. 154-bis, paragraph 5 of the Consolidated Law on Finance, the Manager in Charge and the Managing Director certify by means of a special report on the annual financial statements, the condensed half- year financial statements and the consolidated financial statements:
• a) the adequacy and effective application of administrative and accounting procedures during the period covered by the documents;
• b) that the documents have been prepared in accordance with the international accounting standards adopted by the European Union;
• c) that the documents correspond to the books and records;
• d) the suitability of the documents to provide a true and fair view of the balance sheet, results and financial position of the issuer and the group of companies included in the consolidation;
• e) that as far as the annual financial statements and the consolidated financial statements are concerned, the report on operations includes a reliable review of the performance and results of operations, as well as the situation of the issuer and the companies included in the consolidation, together with a description of the principal risks and uncertainties to which they are exposed;
• f) that as far as the condensed half-year financial statements are concerned, the interim report on operations includes a reliable review of the information required by paragraph 4 of Art.154-ter of the Consolidated Law on Finance.

10.1 DIRECTOR IN CHARGE OF INTERNAL CONTROL AND RISK MANAGEMENT

The Board of Directors of the Company held on April 16, 2019 appointed Mr. Luciano Santel as Executive Director and Chief Corporate & Supply Officer to be in charge of the Internal Control and Risk Management System in the implementation of the recommendations contained in principle 7.P.3, let. a) and application criterion 7.C.4. of the 2018 Corporate Governance Code.

In the implementation of the assigned functions, as described in paragraph 10 above, the Director responsible for the Internal Control and Risk Management System, with the support of the competent executives in the various reference areas:

• − has been responsible for identifying the business risks, taking account of the strategies and characteristics of the business of the Company and of the Group;
• − has implemented the guidelines defined by the Board, providing for the design, implementation and management of the internal control system and constantly monitoring its overall adequacy and effectiveness;
• − has been entrusted with adjusting the system of internal control to the business dynamics and the changing operating conditions within the legal and regulatory reference framework.

Luciano Santel has the power to ask the Internal Audit Function to perform checks on specific areas of operation and compliance with the internal rules and procedures in the execution of business operations,

also notifying the Chairman of the Control, Risks and Sustainability Committee, the Chairman of the Board of Statutory Auditors and head of the Compliance Function.

In carrying out his functions, the Director in charge of the Internal Control and Risk Management System promptly brings to the attention of the Control, Risks and Sustainability Committee, the Board of Directors and the Board of Statutory Auditors.

It should be noted that the Corporate Governance Code (which applies starting from January 1, 2021) provides for the assignment of the task of establishing and maintaining the Internal Control and Risk Management System to the Chief Executive Officer. As indicated in the "Q&A functional to the application of the Corporate Governance Code" published in November 2020, in the event that, taking into account the characteristics of the business activity, the company entrusts this task, or part of this task, to other Directors (other than the CEO), the issuer is required to provide an adequate explanation in the corporate governance report, based on the 'comply or explain' approach. The appropriate assessments will therefore be carried out during the financial year 2021 by the Board of Directors, with the support of the Control, Risk and Sustainability Committee and of the other competent Functions, also taking into account the organisational structure of the Group as well as the type of powers granted to the Chairman and Managing Director, Remo Ruffini (who can be qualified as Chief Executive Officer) and to the Managing Director, Luciano Santel.

10.2 HEAD OF INTERNAL AUDIT FUNCTION

The Board of Directors of the Company held on November 9, 2015, appointed Mr. Riccardo Greghi, as Head of the Internal Audit Function in line with the recommendations of Article 6 of the Corporate Governance Code. On nomination, the Board of Directors determined the remuneration of the Head of the Internal Audit Function in accordance with the corporate policies responsible for giving the full economic autonomy for the discharge of the duties, within the limits of the overall annual budget allocated to the Internal Audit Function and subject to any additions and changes deemed necessary that may be inspected and approved by the Board of Directors at any time, upon proposal of the Director in charge of the Internal Control and Risk Management System, with the prior approval of the Control, Risks and Sustainability Committee and after consulting with the Board of Statutory Auditors.

The Head of the Internal Audit Function, who does not head any operational area and reports to the Board of Directors, provides, in coordination with the Compliance Function, the required information to the Director in charge of the Internal Control and Risk Management System, the Board of Statutory Auditors and the Control, Risks and Sustainability Committee.

In particular, the Head of the Internal Audit Function:

• (i) verifies that the Internal Control and Risk Management System is working properly;
• (ii) verifies, both on an on-going basis and in relation to specific needs and in compliance with international standards, the operation and the suitability of the Internal Control and Risk Management System through the audit plan prepared by the same approved by the Board of Directors and subject to the prior opinion of the Control, Risks and Sustainability Committee, based on a structured analysis and prioritisation of key risks;
• (iii) prepares periodic reports containing adequate information about their work, the way in which risk management is conducted, with respect to the defined plans for their control, as well as an evaluation of the suitability of the Internal Control and Risk Management System;
• (iv) prepares timely reports on events of major importance;
• (v) transmits these reports to the Chairmen of the Board of Statutory Auditors, the Control, Risks and Sustainability Committee and the Board of Directors and the Director in Charge of Internal Control System and Risk Management; and

(vi) verifies, as part of the audit plan, the reliability of information systems including accounting systems.

The Head of the Internal Audit Function has direct access to all relevant information for performing his duties and where necessary has also access to the documents produced by third parties entrusted with positions of control in the Company or other subsidiaries. The Internal Audit Function carries out its activities also conducting sample checks on the processes that regulate corporate activity, extending the verification activities to all companies of the Moncler Group.

During the Financial Year, the Internal Audit Function performed and has been involved in the following activities:

• (i) activities of verification carried in accordance with the Audit Plan presented and approved by the Board of Directors on February 10, 2020, and previously examined by the Control, Risk and Sustainability Committee on December on the same date, and more precisely:
• audit of operational assurance on corporate processes;
• general audit on the subsidiaries which are qualified as strategic companies, considering the financial situation or specific risks;
• audit on stores, on the basis of a standard audit program applicable to all types of stores operated by the Group in the world;
• reputation audit and independent audits on strategic suppliers.
• compliance audits with the provisions of the GDPR regarding the management of Moncler's customer and employees data;
• (ii) activities performed on behalf of the Manager responsible for preparing the corporate accounting documents;
• (iii) activities on behalf of the Supervisory Board, in accordance with Moncler's 231 Model and Industries, in particular:
• assistance, as member of the Supervisory Board, to the training and follow-up sessions for the heads of the sensitive processes of both companies, concerning the Decree 231 and 231 Model, carried out also through individual meetings with the Group's Directors;
• support in the receipt, management and analysis of the above- mentioned flows to the Supervisory Board;
• support in the drafting of certain procedures also with the aim to mitigate the risks referred to in 231 Decree (as mentioned in paragraph 10.3);
• support in the drafting of the Supervisory Board's audits plan;
• performance, upon request of the Supervisory Board, of an audit on specific areas with respect to the offenses abstractly associated to the activity itself, by verifying the compliance with the protocols and the control requirements;
• support in the drafting of the minutes of the meetings of the Supervisory Board;
• (iv) Group Enterprise Risk Management coordination activities, carried out on behalf of the Supervisory Director of the Internal Control and Risk Management System;
• (v) management of the reporting in relation to alleged wrongdoings, received by the whistleblowing process;
• (vi) control activities with respect to implementation and compliance with the Group Anti-Corruption Program.

70 The responsible for the Internal Audit activities has informed about the activities and related updates

carried out during the Year to the Control, Risk and Sustainability Committee with report issued on February 10, 2020, April 20, 2020, July 24, 2020 and October 21, 2020; to the Board of Directors and to the Director in charge of the internal control and the management of the risks on February 10, 2020, April 22, 2020, July 27, 2020 and February 18, 2021.

10.3 ORGANIZATIONAL MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001

The Company's Board of Directors adopted the 2231 Model under the 231 Decree, since March 28, 2014.

The 231 Model consists of two parts. The first one, of a general nature, explains the purpose, recipients and components of the preventive control system of the 231 Model itself and, always in line with the explanations found in 231 Decree, the structure, functioning and tasks of the Supervisory Body, which, pursuant to Art. 6 of 231 Decree, has the task of supervising the functioning of the 231 Model and compliance with its requirements.

The first part of the 231 Model also requires the Company's personnel to be involved in training and be provided with information on the contents of the 231 Model and the disciplinary system in the event of infringements of the provisions of the 231 Model.

On the other hand the second part of the 231 Model, of a special character, contains a description of the type of offences contemplated by 231 Decree and the relative penalties with respect to the risk of committing the above-mentioned infringements identified in the 231 Model.

The type of offences that the 231 Model intends to prevent, on the basis of the existing mapping of risks carried out with the objective of adoption and of the subsequent updates, are as follows:

• a) offences against the Public Administration;
• b) offences related to corporate law and market abuse;
• c) offences of receiving, laundering and use of money, goods or assets of illicit origin;
• d) offences in the field of health and safety at work;
• e) offences of incitement not to make statements or make mendacious statements to judicial authorities;
• f) forgery offences relating to trademarks, patents and brands;
• g) offences relating to infringement of copyright;
• h) offences regarding the employment of non-Italian nationals without a permit to stay;
• i) computer crimes and illegal data processing;
• j) environmental crimes;
• k) laundering crimes;
• l) offenses against the person;
• m) organized crime offenses.

The 231 Model has been integrated and updated on May 4, 2018 in connection with the introduction of new criminal offences relevant for the purposes of 231 Decree in relation to the offence of illegal brokerage and exploitation of labour, and on the amendments on corruption and the introduction of the criminal offences on racism and xenophobia, and the whistleblowing regulation. Moreover, the Company has updated the risk assessment activities carried out with respect to such crimes.

The regulatory changes that came into force during the Financial Year were not considered directly applicable to the Group and therefore the Company did not update the 231 Model. During the first

months of the year, the Moncler 231 Model will be updated to reflect all further and more recent regulatory changes (with particular reference to tax crimes).

With respect to the regulatory changes that have subsequently come into force (and, in particular, the changes regarding tax offenses and smuggling offenses), risk assessment activities were carried out in the second half of the year, as a result of which no gaps of an organizational and procedural nature or relating to the Internal Control and Risk Management System emerged. That being said, the 231 Model of Moncler and Industries is being revised and updated, and the updated version will be submitted for approval to the respective Boards of Directors in February 2021.

The Code of Ethics is available on the Company's web site www.monclergroup.com under section "Governance/Governance and ethics", "Governance/Shareholders' Meeting" and "Governance/Documents and procedures".

The Supervisory Board, entrusted with the task of supervising the functioning and compliance with 231 Model and the Code of Ethics, was confirmed in its composition by the Board of Directors meeting held on April 16, 2019: in light of the type of business and organizational structure of the Company, it was deemed appropriate to establish the Supervisory Board as a collegial body.

As of the date of this Report, the Supervisory Body, renewed on May 16, 2019, is composed by Mr. Lorenzo Mauro Banfi as Chairman, Mr. Carlo Alberto Marchi and Mr. Riccardo Greghi, Head of Internal Audit.

For full compliance with 231 Decree, the Supervisory Body is an entity that reports directly to the senior management of the Company and is not bound to business operations by any hierarchical structure in order to guarantee its full autonomy and independence in the discharge of its functions.

The Supervisory Board reported to the Control, Risks and Sustainability Committee on the activities carried out during the Financial Year with reports on July 24, 2020 and February 16, 2021; the Control, Risks and Sustainability Committee consequently reported to the Board of Directors on the matters illustrated by the Supervisory Board.

As of June 23, 2014, the Board of Directors of the subsidiary Industries adopted the organizational and management model pursuant to and for the purposes of 231 Decree with similar characteristics to Moncler's 231 Model. The model referred to in 231 Decree of Industries was updated in its current version on May 4, 2018 as a result of the revision and updating activities subsequently carried out by the Company, it will be submitted in its amended text for approval by the Board in February 2021.

At the date of this Report, the Supervisory Board is composed of the standing auditor of Industries, Lorenzo Mauro Banfi as Chairman and external member, Carlo Alberto Marchi as external member and Riccardo Greghi as internal member.

10.4 AUDITING FIRM

Pursuant to Art. 13 of Italian Legislative Decree no. 39 of January 27, 2010, on October 1, 2013 the ordinary Shareholders' Meeting of the Company, on the proposal of the Board of Statutory Auditors, resolved to appoint the auditing firm KPMG to perform an audit of the annual and consolidated financial statements of the Group for the years 2013-2021, to perform a review of the consolidated half- year financial statements for that nine-year period and to ensure that the Company has kept proper accounting books and records and that its operations have been properly recognized in those books and records during that period.

It should be noted that, also in order to facilitate the handover and allow the new audit firm to become aware of the most important issues of the Group in the last year of operation of the expiring auditor and more effectively manage the assignment of the new auditor by the companies in the perimeter, the Board of Statutory Auditors and the Control, Risk and Sustainability Committee of Moncler have agreed on the opportunity to anticipate by one year - compared to the expiry date of KPMG - the decision on the

engagement for the nine-year period 2022-2030. Therefore, the reasoned proposal regarding the engagement of the audit firm, will be submitted to the approval of the Shareholders' Meeting to be held on April 22, 2021, it being understood that the effectiveness of the new appointment will start from the expiration of the current audit engagement, and precisely from the approval of the financial statements at December 31, 2021.

10.5 MANAGER ASSIGNED TO DRAWING UP THE CORPORATE ACCOUNTING DOCUMENTS AND OTHER ROLES AND FUNCTIONS OF THE COMPANY

Mr. Luciano Santel acts as the Manager in Charge assigned to drawing up the corporate accounting documents as of December 16, 2013.

Art. 19.4 of the Bylaws provides for this officer to be appointed, subject to the mandatory opinion of the Board of Statutory Auditors, from those holding significant professional experience in accounting, finance and economics for at least 5 years.

Recalling what has already been described in paragraph 10, in accordance with current law this manager is responsible in particular for:

• (i) setting up adequate administrative and accounting procedures for the preparation of the annual accounts and consolidated financial statements of the Company as well as any other financial documents;
• (ii) releasing written declarations which attest to the correspondence to the accounting books and records of documents and communications of the Company issued to the market including interim accounting information;
• (iii) making together with the Managing Director the declarations provided for in Art. 154-bis, paragraph 5 of the Consolidated Law on Finance in a report drawn up in accordance with the model established by Consob regulations, annexed to the annual financial statements, to the halfyear condensed financial statements and to the consolidated financial statements;
• (iv) participating in meetings of the Company's Board of Directors having as their agenda an examination of the Company's economic and financial data;
• (v) reporting forthwith to the Managing Director, to the Board of Directors, also through the Control, Risks and Sustainability Committee, any significant relevant aspects which it is believed, if not corrected, should be stated in the declarations pursuant to Art. 154-bis of the Consolidated Law on Finance;
• (vi) reporting every six months to the Board of Directors, the Control, Risks and Sustainability Committee and the Board of Statutory Auditors on the activity performed.

On his appointment, the Board granted this manager all the powers and means to perform the tasks assigned to him by current legislation and the Bylaws, including direct access to all functions, offices and information necessary for the production and testing of the accounting, financial and economic data, without any authorisation.

The Company has also set up within the Secretariat of Corporate Affairs of Moncler, the figure of Head of Global Compliance with direct hierarchical reporting to the Chief Corporate Officer and functionally to the Board of Directors of Moncler.

The Group has adopted a procedure and official whistleblowing channels, in accordance with the existing best practices at a national and international level, which will permit to internal subjects and third parties to make reports on alleged irregularities that took place in corporate management, through a confidential and reserved channel. The channel utilized consists of an IT platform managed by a specialized external company (NAVEX) which enables to receive and manage reports through a web platform or by telephone with local operators. Such system ensures the privacy and protection of the

employee reporting alleged irregularities or breach of the 231 Model, in line with the privacy provisions of GDPR and other applicable privacy laws and regulations.

Moreover, Moncler adopted an anti-corruption model that provides, among other things, for the regulatory review of corruption offences in the countries in which the Company operates, identifying the areas and business processes most at risk of corruption. More specifically, an anti-corruption policy was therefore implemented by each company of the Moncler Group, regulating the responsibilities for monitoring regulatory changes, risk controls, training, audit activities, management, and the reporting of any cases of non-compliance.

At the date of this Report, the Board of Directors of the Company has not appointed any officers in charge of the internal control and risk management other than those described so far.

10.6 COORDINATION BETWEEN THE PARTIES INVOLVED IN THE SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENT

The methods of coordination between the subjects involved in the Internal Control and Risk Management System occurs at least once every six months, at the meetings of the Board of Directors and the Control, Risks and Sustainability Committee, to which all parties with control functions or in any way connected with the Internal Control and Risk Management System participate.

The meetings therefore involve the Director in charge of the Internal Control and Risk Management System as well as the Manager assigned to drawing up the corporate accounting documents, the Head of the Internal Audit Function, the Board of Statutory Auditors, the Supervisory Board, the Head of the Global Compliance Function and representatives of the auditing firm.

The Control, Risks and Sustainability Committee met on February 10, 2020, April 20, 2020, July 24, 2020 and October 21, 2020, January 25, 2021 and February 16, 2021 to examine, inter alia, the progress of the works on the Enterprise Risk Management Model. The meeting, to which the Board of Statutory Auditors, the Supervisory Board participated, was attended by the Director in charge of the Internal Control and Risk Management System, Mr. Luciano Santel, Mr. Riccardo Greghi, Head of the Global Compliance Function, Mr. Andrea Bonante, the Chief Financial Officer, Simone Montanari, the Sustainability Unit represented by Ms. Mariolina Piccinini and Ms. Federica Ruzzi, as well as, on the occasion of meetings concerning annual and half-yearly financial results, KPMG, the company in charge of the legal audit of the accounts.

The Chairman of the Committee, Mr. Marco De Benedetti, upon conclusion of the meetings held on July 24, 2020and February 16, 2021, reported to the Board of Directors on the activities performed during the first semester of the Financial Year and the second semester of the Financial Year by the Committee he chairs and, in particular, on the audits carried out with reference to the specific business risks to which the Company is exposed. Also the Supervisory Board attended to such meeting in order to report on the activities performed in the Financial Year.

11 INTERESTS OF DIRECTORS AND RELATED PARTY TRANSACTIONS

Under Art. 25 of the Bylaws, the Company approves the operations with related parties in accordance with applicable laws and regulations in force, the provisions of the Bylaws and the procedure adopted on January 24, 2014, having obtained the positive opinion of the Independent Directors in accordance with Art. 2391-bis of the Italian Civil Code and the Consob RPT Regulation, last amended on July 25, 2018 (the "RPT Procedure").

In accordance with the Consob RPT Regulation, the RPT Procedure regulates the procedures for examining and approving transactions with related parties defined of greater importance on the basis of the criteria set out in the Consob RPT Regulation and transactions with related parties defined of minor

importance, by which are meant those other than transactions of greater importance and minor transactions in accordance with the Consob RPT Regulation.

Given that, pursuant to the Consob RPT Regulation, the most important transactions with related parties are those in which the equivalent-value or assets or liabilities relevance ratio is greater than the threshold of 5%, in order to facilitate timely detection and constant monitoring, the RPT Procedure requires the Manager assigned to drawing up the corporate accounting documents (i) to periodically identify the values of the capitalisation on the basis of the data published by Borsa Italiana S.p.A. and consolidated shareholders' equity of the Group, based on the latest periodic financial accounts published, by which to calculate the indices of relevance; and (ii) to record and update the value of transactions with related parties that have a similar nature or form part of an overall plan that are carried out with the same related party of the Company or with parties related to the latter, and the Company, subject to the application of reason for exemption specified in Art. 13 of the RPT Procedure.

Without prejudice to the information obligations provided for by law and by the RPT Procedure, related party transactions shall be approved by the competent authority on the adoption of its decision in accordance with law and the Bylaws, after acquisition of the reasoned and non-binding opinion of the Related Parties Committee consisting of at least three independent directors of Moncler on the convenience and substantial correctness of the conditions relating to the operation expressed by related parties.

The Related Parties Committee performs the functions envisaged in the Procedure, the ConsobRPT Regulation and the laws and regulations in force from time to time, and in particular:

• (i) expresses its prior opinion on the approval of and on the amendments of the RPT Procedure, and on the proposals to be submitted to the Shareholders' Meeting of the Company regarding any amendments to the Bylaws identified as necessary by the Board of Directors in relation to the definition of the RPT Procedure;
• (ii) expresses its justified and binding opinion on the transactions of greater importance and expresses its justified and non-binding opinion on the transactions of lesser importance;
• (iii) participates in the negotiations and investigation of transactions of greater importance, by receiving a complete and prompt flow of information and with the right to request information and make observations to the delegated bodies and persons engaged to conduct the negotiations or investigation; and
• (iv) supports the corporate bodies and departments responsible for the preliminary investigations to determine the related parties and related-party transactions parties pursuant to the RPT Procedure and the laws and regulations in force from time to time.

The Board of Directors appointed the non-executive for the most part independent directors: Virginie Morgon (Chairman and Non-Executive Director), Diva Moriani (Independent Director), and Guido Pianaroli (Independent Director) as members of the Related Parties Committee.

The RPT Procedure is available on the Company's website www.monclergroup.com under section "Governance/Documents and procedures", to which reference should be made for full details.

It should be noted that, during the 2021 financial year and in any case by June 30, 2021, the RPT Procedure will be updated in order to adapt the provisions contained therein to the amendments approved by CONSOB with resolution no. 21624 of December 10, 2020 to the Consob RPT Regulations.

At the date of this Report, the Board of Directors did not deem it necessary to adopt, in addition to the RPT Procedure and the reporting requirements set out in Art. 2391 Italian Civil Code, a specific procedure for the identification and management of situations where a director is the holder of an interest on his own behalf or that of a third party.

12 APPOINTMENT OF STATUTORY AUDITORS

Under Art. 24 of the Bylaws, the regular and deputy statutory auditors are appointed by the Shareholders' Meeting in compliance with the pro tempore regulations currently in force concerning gender balance, on the basis of lists presented by Shareholders in accordance with the laws and regulations in force from time to time present in Art. 148 of the Consolidated Law on Finance and art. 144-quinquies and following of the Issuers' Regulation, in which candidates must be listed with a sequential number and must be in a number not exceeding the members of the body to be elected. Each list must be composed of two sections: one for the appointment of regular statutory auditors and one for the appointment of deputy statutory auditors. The first candidate in each section must be selected from among the auditors enlisted in the appropriate register referred to in Art. 2397 of the Italian Civil Code.

The lists that have a total number of candidates equal to or greater than three shall be made from candidates belonging to both genders, to an extent consistent with the office of Statutory Auditor and at least one third (rounded up in any case) of the current pro tempore regulations regarding the gender balance of both candidates for the office of Statutory Auditor and candidates for the office of Alternate Auditor.

Pursuant to Art. 24 of the Bylaws, the right to present the lists is entitled only to shareholders who, alone or together with other Shareholders, hold shares representing at least 2.5% of the share capital or of other shareholding capital established by the laws and regulations in force. The participation threshold finally determined by Consob for Moncler pursuant to Art. 144-septies, paragraph 1, of the Issuers' Regulation by way of Resolution no. 44 of January 29, 2021 is 1%.

Each shareholder has the right to submit or participate in the presentation of only one list and each candidate may appear on only one list on penalty of ineligibility.

Along with each list, within the deadlines for submission prescribed by law, declarations in which the individual candidates accept their candidacy and attest, under their own responsibility, that there are no causes of ineligibility and incompatibility, as well as the existence of the regulatory and statutory requirements for the position, must be filed. The list that does not comply with the provisions referred to above is considered as not presented. Along with the statements, a curriculum vitae on the personal and professional characteristics and including the list of administration and control duties of each candidate held in other companies must be filed for each candidate.

The provisions of law and regulations in force from time to time apply for the presentation, filing and publication of the lists. Each person entitled may vote for only one list.

Statutory auditors are appointed as follows:

• (a) two regular statutory auditors and one deputy statutory auditor are elected from the list that obtained the highest number of votes, based on the sequential order in which they appear in the list;
• (b) the remaining regular statutory auditor who will take the office of Chairman and one deputy statutory auditor are taken from the second list that has obtained the highest number of votes and found not to be connected in any way, directly or indirectly, with those who presented or voted for the first list with the highest number of votes on the basis of the sequential order in which they appear in the list. In the event that minority lists obtain the same number of votes, the candidate of the list, regular statutory auditor and deputy statutory auditor, being the eldest shall result as elected;
• (c) in the event one list alone is submitted, the Board of Statutory Auditors is drawn entirely from this subject to having obtained the approval of a simple majority of the votes.

If the methods above do not assure the composition of the Board of Statutory Auditors, in its full number of members, in compliance with the pro tempore legislation regarding gender balance, in the context of the candidates for the office of regular statutory auditor from the list that obtained the highest

number of votes, the necessary replacements shall be performed according to the sequential order in which candidates are listed.

If the legal and statutory requirements are not met, the statutory auditor forfeits the office. In the event of the replacement of a statutory auditor, the deputy an auditor belonging to the same list as the outgoing one takes his place or, failing that, in the event of termination of the minority member, the next candidate on the same list as the outgoing auditor or, alternatively, the first candidate from the minority list that has obtained the second highest number of votes.

It is understood that the Chair of the Board of Statutory Auditors shall remain with the minority auditor and that the composition of the Board shall comply with the regulations currently in force concerning gender balance.

When the Shareholders' Meeting is due to appoint the regular and/or deputy statutory auditors to set up the Board of Statutory Auditors, the procedures shall be as follows: if it is necessary to replace elected auditors in the majority list, the appointment shall be made by a majority vote on any list; if there is the need to replace elected auditors in the minority list, the Shareholders' Meeting replaces them on a simple majority vote, choosing where possible between the candidates on the list of which the auditor to be replaced was part, or on the minority list that has the second highest number of votes.

If the application of these procedures does not allow, for any reason, the replacement of the statutory auditors appointed by the minority, the meeting will take measures for a relative majority vote, subject to submission of nominations by shareholders who, alone or together with others, are in total holders of a number of shares with voting rights representing at least the percentage indicated above in relation to the procedure for the submission of lists; however, the results of this last vote will not take into account the votes of shareholders who, according to communications made under the current legislation, hold, directly or indirectly or jointly with other shareholders that are party to a relevant shareholders' agreement pursuant to Art. 122 of the Consolidated Law on Finance, a relative majority of the voting power which can be exercised in the Meeting, as well as shareholders that control, are controlled by or are under the common control of the same.

Replacement procedures mentioned above must in any case ensure compliance with the laws and regulations in force on gender balance. The outgoing auditors can be re-elected.

The Bylaws do not contemplate the election of more than one minority auditor.

13 COMPOSITION AND FUNCTIONING OF THE BOARD OF STATUTORY AUDITORS

Under Art. 24 of the Bylaws, the Shareholders' Meeting appoints the Board of Statutory Auditors, consisting of three regular statutory auditors and determines their remuneration. The Shareholders' Meeting also elects two deputy statutory auditors. The powers, duties and term of office of the statutory auditors shall be those established by law.

The Board of Statutory Auditors, in charge at the date of this Report, was appointed by the Shareholders' Meeting on June 11, 2020 on the basis of two lists presented on May 19, 2020respectively, by the majority shareholder Ruffini Partecipazioni S.r.l. and by a group of asset management companies and international and national institutional investors that, at the time of the Meeting, held a total of 2.04353% of the share capital The board remains in office until approval of the financial statements as at December 31, 2022.

The members of the Board of Statutory Auditors in office as of the date of this Report are:

First Name(s) and Last Name(s)	Office
Riccardo Losi	Chairman of the Board of Statutory Auditor
Carolyn Dittmeier	Standing Auditor
Nadia Fontana	Standing Auditor
Lorenzo Mauro Banfi	Deputy Auditor
Federica Albizzati	Deputy Auditor

Reference should be made to Table 3 in the appendix for full details of the composition of the Board of Statutory Auditors.

The following are brief resumes of the members of the Board of Statutory Auditors, which indicate the expertise and experience they have gained in the field of business management.

Riccardo Losi – Born in Rome on November 19, 1967, graduated in Economy at the University La Sapienza of Rome on 1992. He is enrolled with the Association of Accountants and Auditors of Rome since 1994 and since 1999 at with the Association of Auditors. He is co-founder of "Studio Losi, Cantore, Calabrese – Dottori Commercialisti" that is part of "Polo Consulting S.r.l. tra Professionisti". He has held various offices in the Professional Association mentioned above, both locally and nationally, and academic offices at the University La Sapienza of Rome. Currently, he's a professor of the department of Companies and Management of the University LUISS Guido Carli in Rome teaching auditing, ethics and professional technicalities, and he's been part of the board of directors and board of statutory auditors of various companies of Novelli Group, Sacci Cementi Group and Ericsson Group. He was also part of the Technical Committee on the Review of the Guidelines for the Board of Statutory Auditors at Listed Companies, and he was enrolled at the registry of consultants at the Court of Rome and to the registry of the conciliators and arbitrators at Consob.

Carolyn Dittmeier – Born in Salem, Massachusetts (USA) on November 6, 1956, graduated in Economy at the Wharton School, University of Pennsylvania and is a Certified Public Accountant, Certified internal auditor and Certified risk management assurance professional. She has spent her professional career primarily in the areas of financial reporting, risk management, internal control and auditing. She is Chairman of the Board of Statutory Auditors of Assicurazioni Generali S.p.A. and holds the position of Independent Director and Chairman and member of the Audit Committee of several foreign companies including Ferrero and Alpha Bank. She has been an Independent Director and Chairman of the Audit and Risk Committee of Autogrill S.p.A. and Italmobiliare S.p.A. Previously, she was Head of the Internal Audit Function of the Poste Italiane Group from 2002 to 2014 and gained professional experience at KPMG, where she set up the Corporate Governance Services practice in 2000, for which she was responsible. She was also responsible for Financial Reporting and then Internal Auditing of the Montedison Group in the period from 1987 to 1999. She has been Vice Chairman of the Institute of Internal Auditors (IIA), the world's leading professional association for Internal Auditing, and President of the European Confederation of Institutes of Internal Auditing (ECIIA) and of the Italian Association of Internal Auditors. She has carried out various academic activities and is the author of several books on risk governance, internal control and auditing.

Nadia Fontana – Born in Rome on 15 November 1961, graduated in Economics and Business at the University of Rome La Sapienza. She is enrolled with the Association of Certified Accountants and in the Register of Auditors. She is a Technical Consultant of the Court of Rome 1996 and a member of the Commission "Banking and Insurance Companies" of the Order of Certified Accountants and Auditors. Since 2003 she has been a partner in the "Studio Tributario e Societario" where she carries out her professional activity as a Certified Accountant focusing on consultancy and assistance in favor of leading Italian and foreign groups. She has acquired extensive experience in corporate matters and financial statements of listed companies and groups and in direct and international taxation. She has also acquired

extensive experience in mergers and acquisitions, stock exchange listings and corporate reorganization and financial restructuring processes, as well as in national and international tax planning. She is experienced in Corporate Governance and has held positions in the control bodies of listed companies and supervised by the Bank of Italy and the ECB. She has developed skills in the analysis of control systems and organizational models, holding positions in supervisory bodies pursuant to Legislative Decree no. 231/2001. She has worked on Cooperative Tax Compliance projects pursuant to Legislative Decree no. 128 of August 5, 2015.

Lorenzo Mauro Banfi – Born in Milan on January 12, 1959, graduated in Business and Economics at Università Cattolica del Sacro Cuore in Milan in 1983. He has been enrolled in the Association of Certified Accountants of Milan since 1984 and in 1993 obtained the qualification of chartered accountant (auditor pursuant to the applicable legal changes coming into force in 1995). He is a partner of the Studio di Revisori Associati and of Studio Pirola Pennuto Zei & Associati. Previously, he performed auditing activities for around two years at a primary auditing firm. Deals with extraordinary corporate operations, tax consulting in the area of business income and regulatory and tax issues relating to banking and financial activities. He has held the office of Statutory Auditor, also as Chairman of the Board of Statutory Auditors, of certain companies, including: Carrier Distribution Italy S.p.A., Goldman Sachs SGR S.p.A., Banca Albertini SYZ S.p.A., UBS Securities Italia Finanziaria S.p.A., and Valora S.p.A.. He is currently the Chairman of the Board of Statutory Auditors of various companies, including Hugo Boss Shoes & Accessories Italia S.p.A., Lascor S.p.A., Linde Gas Italia S.r.l., Morgan Stanley SGR S.p.A., Puma Italia S.r.l., Baoli EMEA S.p.A., The Swatch Group Italia S.p.A., Granato S.p.A., Montenisia S.r.l., Helmet Invest S.p.A., Nolan Group S.p.A., 2 Ride Holding Italia S.r.l, Chiron Italia S.p.A., Linde Material Handling Italia S.p.A., Qualift S.p.A. Emhilia Material Handling S.p.A., Linde Medicale S.r.l., and Linde Hydraulics Italia S.p.A. In addition, he is an independent director at Inter Media and Communication S.p.A. and statutory auditor at Depobank S.p.A..

Federica Albizzati – Born at Varese on October 22, 1970, graduated in Economy at the Bocconi University of Milan in 1994. She is enrolled at the Association of Certified Accountants and Auditors in Busto Arsizio (VA) since 2001 and since 2002 she is enrolled with the Association of Auditors. She is an expert in tax and corporate consultancy and she is an Auditor (and Chairman of the Board of Statutory Auditors) in several Italian companies, Such as Pharma Finance 2 S.r.l., Mepa Finanziaria S.p.A. and TNT S.r.l..

Criteria and diversity Policies

As of the renewal of Moncler's management bodies, the composition of the Board of Statutory Auditors of the Company ensures an adequate level of diversity, not only in terms of gender composition of the Board, but also in terms of age, education and professional experience.

As for gender diversity, it is worth noting that Law 120/2011 introduced the obligation for listed companies to reserve at least one third of the positions of Statutory Auditors for the less represented gender. On January 1, 2020, L.160/2019 came into force, which provided for a different quota reserved to the less represented gender, equal to at least two-fifths of the elected Auditors (both standing and deputy), and established that this allocation criterion shall apply for six consecutive terms. This allocation criterion, pursuant to the provisions of the new Art. 144-undecies.1 of the Issuers' Regulations, as amended by CONSOB through Resolution no. 21359 of 13 May 2020, is applied on the basis of the rounding up criterion, except for Boards of three members, for which the rounding up is - as already anticipated in CONSOB Communication no. 1/2020 - down to the lower unit.

79 The By-laws provide rules for the composition of lists and additional voting mechanisms aimed at ensuring the presence on the Board of Statutory Auditors of the minimum number of members belonging to the least represented gender, in accordance with the law. Specifically, pursuant to Art. 24.2 of the Bylaws, lists presenting a total number of candidates equal to or greater than three must be made up 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 Standing Auditor and candidates for the office of Deputy Auditor.

At the time of latest renewal of the Board of Statutory Auditors, resolved by the Shareholders' Meeting convened on June 11, 2020, the Shareholders' Meeting appointed two female Standing Auditors and one male Statutory Auditor, pursuant to the provisions above.

Moreover, the members of the Board of Statutory Auditors have skill sets ensuring an adequate level of diversity, not only in terms of gender composition of the Board, but also in terms of age and educational and professional experience. In particular, all the members of the Board of Statutory Auditors have extensive experience in the field of tax and corporate consultancy, in particular in the industry and fashion sectors.

The Policy

As indicated under paragraph 4.2 of this Report, the Company adopted a policy on diversity for the composition of the Board of Directors and the Board of Statutory Auditors.

The Policy was previously submitted to the review of the Nomination and Remuneration Committee, together with the Board of Statutory Auditors, at its meeting on October 4, 2018 and was subsequently approved by the Board of Directors at its meeting on December 18, 2018, in implementation of Art. 123-bis, paragraph 2, letter d-bis of the Italian Consolidated Law on Finance and in acceptance of the recommendations of the Corporate Governance Code on diversity.

This Policy pursues the Company's objective, which is in line with the stakeholders' expectations and in compliance with the cornerstones on which the corporate governance system and the values of the Code of Ethics are based, of creating the necessary conditions for its management and supervisory bodies to exercise their duties in the most effective and lawful manner, through decision-making processes that express a majority of qualified and diverse contributions.

The Policy applied upon renewal of the Board of Statutory Auditors which will be submitted to the Shareholders' Meeting convened on June 11. 2020.

As for the implementation, the Policy primarily intends to guide the submission of candidacies by the Shareholders upon renewal of the entire Board of Statutory Auditors, then ensuring an adequate consideration of the benefits deriving from a balanced composition of the Board, in line with the abovementioned diversity aspects.

For further details on the Policy please refer to the document published on the Company's website www.monclergroup.com, under sections "Governance/Governance and ethics", "Governance/Documents and procedures" and "Governance/Shareholders' Meeting".

During the current financial year, the Board of Directors, with the help of the Nomination and Remuneration Committee, will review the Policy and update it, also taking into account the new regulatory provisions on gender balance described above.

* * *

All the members of the Board of Statutory Auditors meet the independence requirements provided for in Art. 148, paragraph 3, of the Consolidated Law on Finance and, as stated in the respective resume and additional information provided in this paragraph, the requirements of integrity and professional qualifications required by Art. 148 of the Consolidated Law on Finance and Art. 2 of the Corporate Governance Code and the implementing regulations adopted by the Decree of the Ministry of Justice no. 162/2000.

In the declaration of candidacy and acceptance of the office of auditor of the Company, all the auditors have also certified (i) that there are no grounds for their ineligibility, revocation, or incompatibility, (ii)

that they meet all integrity, independence, and professionalism requirements, in compliance with law and with the bylaws, for the office of auditor of Moncler which is a listed company; (iii) that they do not hold management or control positions equal to or exceeding the limits established by law; and (iv) that they will communicate promptly to the Company and, on its behalf, the Board of Directors and the other members of the Board of Statutory Auditors, any changes to the declaration and any supervening grounds for revocation.

The Board of Statutory Auditors assessed the independence of its members as soon as possible after their appointment, and subsequently, annually, at its meetings and, most recently, during the Financial Year according to criteria referred to in Art. 3 of the Corporate Governance Code. At the meeting held in the Financial Year during which the Board of Statutory Auditors verified that the same Statutory Auditors continue to satisfy the independence requirements, the Board of Statutory Auditors carried out a self-evaluation activity in the context of which it was examined and ascertained the suitability of the members of the Board of Statutory Auditors and the appropriate composition of the same. The results of these activity were recorded and they were promptly communicated to the Board of Directors.

The Board of Statutory Auditors met on 15 occasions during the Financial Year and each meeting lasted an average of about 2 hours.

All the members of the Board of Statutory Auditors attended to all the 15 meetings.

For the current Financial Year, the Board of Statutory Auditors has scheduled 11 meetings, one of which has already been held on February 5, 2020.

As regards the initiatives promoted by the Chairman of the Board of Directors aimed at providing statutory auditors with adequate knowledge of the area of activity in which the Company operates, reference should be made to the matters described in paragraph 4.2.

The remuneration of the Statutory Auditors is proportionate to the commitment required from each of them, to the importance of his/her role as well as to the size and business sector of the Company. In view of the Ordinary, 2020, which is called to resolve on the renewal of the Board of Statutory Auditors as well Shareholders' Meeting called on June 11 as on the remuneration for the whole duration of the office, pursuant to art. 2402 of the Italian Civil Code, the Board of Statutory Auditors, which was in office at that time, sent to the Company a document summarising the activities carried out during the term of office, which is useful for the assessment by the Company's Shareholders of the adequacy of the remuneration of the members of the Board of Statutory Auditors. The Company's Shareholders, who met during the meeting held on June 11, 2020, approved the proposal submitted by Ruffini Partecipazioni S.r.l. to set at Euro 60,000 gross per year the amount of the remuneration to be allocated to the Chairman of the Board of Statutory Auditors and at Euro 41,000 gross per year the amount of the remuneration to be allocated to each Standing Auditor.

As discussed in paragraph 10, in the performance of its duties the Board of Statutory Auditors has coordinated and regularly liaises with the Internal Audit Function, with the Control, Risks and Sustainability Committee, with the Director in charge of the Internal Control and Risk Management System, and the Manager assigned to drawing up the corporate accounting documents and with the auditing firm.

The Company has not found it necessary to formalise and adopt procedures for the obligation of the statutory auditor, who on his or her own behalf or that of third parties has an interest in a specific corporate transaction, to inform promptly and thoroughly the other auditors and the Chairman of the Board of Directors about the nature, terms, origin and scope of the interest, deeming as effective and adequate, on one side, the obligations and the protections applicable to the statutory auditors in accordance with the applicable regulatory and legislative discipline of the Corporate Governance Code; on the other side, having the widest cooperation and dialogue in this regard with the statutory auditor who acts transparently and the full information of the Board.

14 RELATIONS WITH SHAREHOLDERS

The Company believes it is essential and of a strategic interest and duty to establish and maintain a constant and open dialogue with Shareholders, investors, including institutional investors, and more generally with all the involved stakeholders of Moncler and the Group. Moreover, during the Financial Year the Company carried out a significant engagement activity on corporate governance and remuneration issues with the main Proxy Advisors and institutional investors present in the Company's share capital.

During the financial year 2021, in line with the recommendations of the Code of Corporate Governance, the Company will adopt a policy for managing dialogue with the entirety of Shareholders, also taking into account the engagement policies adopted by institutional investors and asset managers.

The Board of Directors appointed the official responsible for relations with the Shareholders and investors (Investor Relator) in the person of Ms. Paola Durante.

A special section of the Company's website www.monclergroup.com is dedicated to providing financial and corporate information for investors and called "Investor Relations" within which an e-mail address is provided for collecting and responding to requests for information made by Shareholders and investors.

The coordinates of the Head of Investor Relations are:

Paola Durante Director of Strategic Planning, Intelligence and Investor Relations Tel: +39 02 42203500 investor.relations@moncler.com

15 SHAREHOLDERS' MEETINGS

The Shareholders' Meeting shall decide on all matters within its jurisdiction by law.

The resolutions, both at ordinary or extraordinary Shareholders' Meetings shall be taken by the majority required by law, subject to the provisions of Art. 12.3 of the Bylaws in force at the time of the Report, under which the Shareholders' Meeting is duly constituted with the presence of Shareholders representing at least half of the share capital, and shall be effective with the favourable vote of at least 70% of the share capital represented at the Shareholders' Meeting, for resolutions relating to: (i) capital increases or the issue of convertible bonds or other convertible financial instruments or giving the right to receive, for any reason, the Company's shares, with the exclusion of option rights, or even if there is no exclusion of this right, if issued at a unit issue price that has not been calculated based on the fair market value of the Company taking into account the average stock exchange price of the six months prior to the date of the meeting of the Board of Directors resolving the proposed increase in capital or issue of bonds or other securities referred to in this paragraph (i); (ii) mergers or demergers involving companies not wholly owned by the Company; (iii) changes to the Company's Bylaws relating to (a) the business purpose; (b) the appointment of the governing bodies; or (c) the rights of shareholders, including but not limited to any qualified majority; and (iv) the request for voluntary exclusion from trading.

Under Art. 8 of the Bylaws, ordinary and extraordinary Shareholders' Meetings are normally held in the municipality where the Company's registered office is located, unless otherwise resolved by the Board of Directors, and provided that it is in Italy or in a country in which the Company operates, directly or through its affiliates or subsidiaries.

The ordinary Shareholders' Meeting must be convened at least once a year to approve the Financial Statements, within one hundred twenty days after the close of the financial year or within one hundred and eighty days, since the Company is required to prepare consolidated annual accounts or, in any case,

when it is required by the extraordinary demands on the structure and purpose of the Company.

The relevant notice of summon is made within the time prescribed by the applicable laws and regulations in force from time to time by notice published on the Company's website, as well as the manner prescribed by applicable laws and regulations in force from time to time with a notice period of not less than the minimum required by law prior to the date fixed for the Shareholders' Meeting.

Ordinary and extraordinary Shareholders' Meetings are held in a single call.

Those who may participate and intervene in the Shareholders' Meeting are those who have the right to vote and their representatives in accordance with legal rules and regulations from time to time in force.

Under Art. 10 of the Bylaws, those who are entitled to vote may be represented at the Shareholders' Meeting, in accordance with law, by proxy issued in the manner provided by law. The proxy may be notified to the Company by mail or by e-mail transmission in the manner specified in the convening notice.

The Shareholders' Meeting is chaired by the Chairman of the Board of Directors or, in his absence or impediment, by the Deputy Chairman or the Managing Director, if present; in their absence the Shareholders' Meeting elects the Chairman.

Shareholders' Meetings are governed by specific Shareholders' Meeting Regulations which were approved by the resolution of October 1, 2013 and are effective from December 16, 2013.

The Shareholders' Meeting Regulations have been adopted in order to regulate the orderly and efficient conduct of Shareholders' Meetings and to benefit the rights of Shareholders in compliance with the applicable regulations and the recommendations found in Art. 9 of the Corporate Governance Code.

For regulating and facilitating any action undertaken by right holders, Art. 6 of the Shareholders' Meeting Regulations provides that those who have the right to vote may ask to speak on the topics under discussion only once, making comments and asking for information. In exercising their right to vote right-holders may also make proposals. In order to ensure orderly conduct of the Shareholders' Meeting, the Chairman has the right to determine, at the beginning or during the discussion of individual topics, a term for the submission of requests for intervention. The Chairman shall lay down the methods of inquiry and conduct of operations and the order of execution of the same. The Chairman, taking note of the object and relevance of individual topics under discussion as well as the number of requests to speak and any questions made by members before the Shareholders' Meeting which have not already been answered by the Company, predetermines the duration of interventions and replies – normally not more than ten minutes for interventions and five minutes for replies – in order to ensure that the Shareholders' Meeting can conclude its work in a single session.

The Shareholders' Meeting Regulations are available on the Company's website www.monclergroup.com in the section "Governance/Documents and procedures" to which reference should be made for any further details.

83 In the course of the Financial Year, On June 11, 2020 an Ordinary and Extraordinary Shareholders' Meeting was held. The participation in the Shareholders' Meeting took place through the representative appointed pursuant to Art. 135-undecies of the Consolidated Law on Finance, identified in Spafid S.p.A. as the Board availed itself of the option pursuant to Art. 106, paragraph 4, of Law Decree no. 18 of 17 March 2020 in view of the emergency situation. In the ordinary session, the Shareholders' Meeting approved the financial statements for the year ended December 31, 2019 and the allocation of the profit for the year, casted its binding vote in favor of the first Section of the Report on Remuneration Policy and Fees Paid and its non-binding vote in favor of the second Section of the aforementioned Remuneration Report, appointed the Board of Statutory Auditors in office as of the date of the Report, determining the related compensation, approved the 2020 Performance Shares Plan and authorized the purchase and disposal of treasury shares; finally, during the extraordinary session, it approved the proposal to grant proxy to the Board for the share capital increase to service the said Plan. During this Meeting, an update was also provided on the actions taken to deal with the health emergency and the

resulting economic crisis; in particular, an update was given on the situation of the Moncler sales network worldwide.

The following table shows the level of Shareholder attendance at the Shareholders' Meetings over the last three years.

The Company is part of the FTSE-MIB of Borsa Italiana as of March 24, 2014, having reached, after the listing on the MTA, a market capitalization that at the date of the present Report is equal to Euro 13.07 billion.

During the Financial Year no further significant changes in the market capitalization of the Company occurred. With regard to changes in the company structure of Moncler, please refer to the previous paragraph 2(g).

16 ADDITIONAL CORPORATE GOVERNANCE PRACTICES

The Chairman and Managing Director Remo Ruffini is assisted by a Strategic Committee composed by the Chairman and Managing Director (Chairman of the Committee), the Executive Officer and Chief Corporate & Supply Officer, the Executive Officer and Chief Marketing & Operating Office, the Operation and Supply Chain Director, Francesca Bacci, and the Senior Director Retail and Business Development, Andrea Tieghi.

The Strategic Committee assists the Chairman and Managing Director in an advisory capacity, supporting him on a continuous basis in the definition and implementation of strategies and carrying out the task of linking the main strategic areas of the Company and the Group and obtaining their agreement, ensuring consistency and agreement with Moncler's founding values, namely uniqueness, exclusivity, transversality, quality and innovation. In particular, the Strategy Committee meets on a regular basis to help define business and operational planning, product development and collections, management of the retail network and local structures (the Regions), the organization of events, the opening of new stores and entering new markets, including through the creation of joint ventures.

17 CHANGES SINCE THE END OF THE FINANCIAL YEAR

84 There have been no changes in the Company's corporate governance structure following the end of the

Financial Year.

It should be noted that the Board of Directors on December 6, 2020, unanimously approved the project of combination of Sportswear Company S.p.A. ("SPW"), the company owner of the Stone Island brand, in Moncler whose terms are governed by the Framework Agreement (with respect to which please refer to paragraph 2, letter g "Shareholders' Agreements" of the Report above) entered into between Moncler, on the one hand, and Rivetex S.r.l, (a company associated with Carlo Rivetti, owner of a 50.10% interest in SPW) and other SPW shareholders associated with the Rivetti family (and, in particular, Alessandro Gilberti, Mattia Riccardi Rivetti, Ginevra Alexandra Shapiro and Pietro Brando Shapiro) (jointly, the "SPW Shareholders"), owners of a total of 19.90% of SPW's share capital.

The consideration for the purchase of the shares will be paid in cash by Moncler, it being understood that at the closing the SPW Shareholders have undertaken to subscribe, for a countervalue equal to 50% of the consideration, 10.7 million newly issued Moncler shares valued, on the basis of the agreements reached, at Euro 37.51 per share (which corresponds to the average price of the last three months).

It is also envisaged that Carlo Rivetti, following the execution of the transaction, will become a member of Moncler's Board of Directors.

Since Moncler's objective is to acquire the entire share capital of SPW on the date of closing of the transaction, the Framework Agreement also defines a path to allow, in compliance with and in execution of the agreements in place between the shareholders of SPW and its by-laws, the adherence to the transaction also by Temasek Holdings (Private) Limited, an international investment company based in Singapore ("Temasek") which, through its own investment vehicle, holds the remaining 30% of SPW's share capital.

In particular, on the basis of the provisions of the Framework Agreement, Temasek will have the right to participate in the transaction under the same terms agreed with Carlo Rivetti and the other SPW Shareholders, with the sole exception of the right, reserved to Temasek alone, to decide whether and to what extent to subscribe newly issued Moncler shares within the limits of 50% of the cash consideration received. In the event that Temasek expresses its preference for a cash consideration only, the total outlay for Moncler will be Euro 748 million. Otherwise, Temasek will be able to subscribe up to a maximum of 4.6 million newly issued shares of Moncler, again at the price of Euro 37.51 per share.

Temasek, which holds both stakes in SPW and in Moncler (in the latter both through Ruffini Partecipazioni and directly), has expressed its appreciation for the combination and the rationale behind it. The shares deriving from the capital increase will be subject to a lock-up restriction, which will apply for 12 months following their subscription and, for only 50% of them, also for the following 6 months.

The transaction is subject to the fulfillment of conditions precedent, namely, clearance from the relevant antitrust authorities and approval by the Extraordinary Shareholders' Meeting of the capital increase reserved for SPW shareholders.

At the date of the Report, all the parties involved in the combination transaction are working on finalizing the agreements by March 31, 2021 in order to proceed with the consolidation of Stone Island into Moncler as of April 1, 2021.

18 CONSIDERATIONS ON THE LETTER SENT BY THE CHAIR OF THE CORPORATE GOVERNANCE COMMITTEE ON DECEMBER 22, 2020

85 The Chairman of the Board of Directors drew the attention of the Board and, insofar as it falls within the competence, of the Board of Statutory Auditors, in a meeting, on the advices contained in the letter (the "Letter") sent on December 22, 2020 by the Chair of the Corporate Governance Committee (the "Committee", thereby lingering over the criticalities identified therein. The above recommendations have also been submitted to the Nomination and Remuneration Committee and the Control, Risks and Sustainability Committee for their relevant evaluations on the matters falling within the respective

competence.

With respect to the first area and therefore the integration of sustainability in the Company's business in the definition of its strategies, of the Internal Control and Risk Management System and the remuneration policy, Moncler has always been committed to sustainability issues and this commitment is based on sound corporate governance, integrated risk management and dialogue with stakeholders; Moncler believes that the way the business is conducted, the contribution made to the Company as a whole and compliance with the commitments undertaken determine the true value of a company. Moreover, as regards the remuneration policy, it should be noted that the remuneration system was integrated with the objectives linked to sustainability and that, therefore, the remuneration of the top management was aligned with the sustainability strategy pursued by the company, in line with the indications of the Corporate Governance Code, in order to create value for the Shareholders in the medium-long term; moreover, the 2020 Performance Shares Plan, approved by the Shareholders' Meeting of June 11, 2020 provides for an articulated set of performance indicators that replaced, through new financial KPIs and an "ESG Performance Indicator" (linked to specific objectives of the Sustainability Plan), the previous single KPI (EPS), in order to determine both the income and cash generation performance--and the ESG performance of the Company. With reference to the sustainability objectives, in fact, this Plan includes the commitments of the Fashion Pact (to which Moncler adhered on August 23, 2019) as well as the permanence of Moncler in the Dow Jones Sustainability Index (within which the Company was confirmed, also in 2020, in first place as Industry Leader in the "Textiles, Apparel & Luxury Goods" World and Europe sector), focused on "carbon neutrality", the reduction of single-use plastic and the recycling of pre-consumer nylon. For any information on the approach adopted by Moncler with regard to sustainability issues, please refer to the Non-Financial Statement published by Moncler on the website www.monclergroup.com Sustainability Section.

With reference, instead, to the second criticality identified by the Letter, pertaining to the quality of the information provided to the Board, the Board of Directors acknowledged that the delivery of the documentation to the Directors and Statutory Auditors is competence of the Secretary of Corporate Affairs who coordinates with the Chairman of the Board of Directors well in advance of the meetings. The foregoing is made by taking into due consideration the urgency, if applicable, related to certain matters. Three days before the Board's meetings are usually considered to be an appropriate advance notice to send the documentation. Such advance notice has generally been complied with.

On the other hand, with regard to the third criticality identified in the Letter concerns the independence criteria recommended by the Corporate Governance Code. The independence of Directors has always been of utmost importance for Moncler: the Company has always ensured fully transparency and the results of the analyses carried out with respect to the independence, in relation to which the criteria recommended by the 2018 Corporate Governance Code (and from the current financial year of the Corporate Governance Code) have been properly applied,; in this regard, it should be noted that one or more independence criteria were not disapplied on an individual basis. It should be noted that eight of the eleven members of the Board of Directors at the time of this Report meet the independence requirements set forth by the combined provisions of Artt. 147-ter, paragraph 4, and Art. 148, paragraph 3, of the Consolidated Law on Finance, and pursuant to art. 3 of the 2018 Corporate Governance Code. Finally, it should be noted that during the financial year 2021 the Board will define ex ante the quantitative and/or qualitative criteria to be used for the assessment of the significance of the relationships under review.

With regard to the fourth area concerning the appointment and succession of Directors, it should be noted that the activities carried out by the Nomination and Remuneration Committee are duly illustrated in the Report; with regard to the appointment process of corporate bodies, the above-mentioned Committee, on the occasion of the renewal of the Board of Directors in office as at the date of the Report, examined and expressed its favourable opinion, in advance of the Board, with reference to the guidance to the Shareholders on the size and composition of the Board, which was submitted to the Shareholders' Meeting on April 16, 2019. With regard to the succession plan for Executive Directors, it

should be noted that the Company adopted a Leadership Continuity Plan aimed at ensuring the stability of the Group's corporate governance as well as the continuity of its operational management in the event of early termination and/or interruption of the offices of Executive Directors, including the position of Chief Executive Officer, and Top Management. This plan is therefore aimed at mitigating the risks arising from the above-mentioned cases, containing the negative effects of any management discontinuity. During the year 2021, the Board, with the support of the Nominations and Remuneration Committee, will assess the opportunity to possibly adopt a succession plan.

With reference to the recommendations concerning the remuneration policies, reference should be made to the Report on the Remuneration Policy and the fees paid (available on the website www.monclergroup.com in the "Governance/Shareholders' Meeting" and "Governance/Remuneration" sections) in which, among other things, clear indications were provided regarding the identification of the weight of the variable component as well as the appropriate information on the medium/long-term performance objectives that also include parameters of a nonfinancial nature.

* * *

Milan, February 18, 2021

Moncler S.p.A. On behalf of the Board of Directors The Chairman Remo Ruffini

TABLES

TABLE 1: INFORMATION ON CORPORATE STRUCTURES

Capital structure
	No. of shares	% of share capital	Listed (indicate markets)/unlisted	Rights and obligations
Ordinary shares	258,352,624	100%	Mercato Telematico Azionario	-
Shares with limited voting rights	-	-	-	-
Shares without voting rights	-	-	-	-

Other financial instruments
	Listed (indicate markets) / unlisted	No. of instruments in circulation	Class of shares for conversion / exercise	No. of shares for conversion / exercise
Convertible bonds	-	-	-	-
Warrants	-	-	-	-

Significant Shareholdings
Declarant	Direct shareholder	No. of shares	% of ordinary share capital
Remo Ruffini	Ruffini Partecipazioni	58,015,013	22.489%
	Remo Ruffini	151,648	0.059%
	58,166,661	22.548%
Blackrock Inc.	BlackRock (Netherlands) B.V.	24,967	0.010%
	BlackRock (Singapore) Limited	308	0.000%
	BlackRock Advisors (UK)	1,333,243	0.516%
	Limited
	BlackRock Advisors, LLC	121,670	0.047%
	BlackRock Asset Management	153,984	0.060%
	Canada Limited
	BlackRock Asset Management	318,247	0.123%
	Deutschland AG
	BlackRock Asset Management	1,034	0.000%
	North Asia Limited

Significant Shareholdings
Declarant	Direct shareholder	No. of shares	% of ordinary share capital
	BlackRock Financial Management, Inc.	34,714	0.013%
	BlackRock Fund Advisors BlackRock Institutional Trust Company, National Association	2,543,705 2,816,545	0.985% 1.090%
	BlackRock International Limited BlackRock Investment	62,137 81,465	0.024% 0.032%
	Management (Australia) Limited BlackRock Investment Management (UK) Limited	5,490,354	2.125%
	BlackRock Investment Management, LLC	236,917	0.092%
	BlackRock Japan Co., Ltd.	131,839	0.051%
		13,351,129	5.168%
Capital Research and Management Company		13,058,403	5.05%
Invesco Limited	Invesco Advisers Inc	7,731,210	2.9925%
	Invesco Capital Management LLC	9,731	0.0038%
	Incesco Asset Management Japan Limited	1,291	0.0005%
		7,742,232	2.9967%
Morgan Stanley	Morgan Stanley Asia Limited	7,716,725	3.016%
Moncler (treasury shares)		5,585,803	2.2%
Norges Bank		5,271,920	241%
GIC Private Limited		2.408.174	0.93%
Banca d'Italia		2,584,460	1.001%

TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AND OF THE COMMITTEES

BOARD OF DIRECTORS												Control, Risks and Sustainabil ity Committee		Nominatio n and Remunerat ion Committee		Committee for related party transactions
Office	Members	Bir th yea r	First appoint ed on*	In charge as of	In charge until		Lis t**	Exec.	Non exec.	Indep. (under Law)	Indep. (under Consolid ated Law on Finance)	No. of other offices ***	(*)	(*)	(**)	(*)	(** )	(*)	(**)
1.Chairman and Managing Director	Ruffini Remo	196 1	01.10.20 13	20.04.2016	SH mtg appr. FS. 2021		M	X				-	14/14
2.Deputy-Chair	De Benedetti Marco	196 2	01.10.20 13	20.04.2016	SH mtg appr. FS. 2021		M		X	X	X	1	14/13	4/4	P	6/7	M
3.Director	Alessandri Nerio	196 1	04.11.20 13	20.04.2016	SH mtg appr. FS. 2021		M		X	X	X		13/14
4.Executive Director	Eggs Roberto	196 5	16.04.20 19	16.04.2019	SH mtg appr. FS. 2021		M	X					13/14
5.Director	Galateri di Genola Gabriele	194 7	07.07.20 14	20.04.2016	SH mtg appr. FS. 2021		M		X	X	X	2	12/14	4/4	M
6.Director	Gritti Alessandra	196 1	16.04.20 19	16.04.2019	SH mtg appr. FS. 2021		M		X	X	X	2	14/14			7/7	M
7.Director	Moriani Diva	196 8	15.12.20 14	20.04.2016	SH mtg appr. FS. 2021		M		X	X	X	2	14/14			7/7	P	6/6	M
8.Director	Morgon Virginie	196 9	01.10.20 13	20.04.2016	SH mtg appr. FS. 2021		M		X	X	X	2	14/14					3/6(#)	P
9.Director	Phair Stephanie	197 8	20.04.20 16	20.04.2016	SH mtg appr. FS. 2021		M		X	X	X	3	12/14
10.Director	Pianaroli Guido	195 2	20.04.20 16	20.04.2016	SH mtg appr. FS. 2021		m		X	X	X		13/14	4/4	M			6/6	M
11. Director	Santel Luciano	195 6	20.04.20 16	20.04.2016	SH mtg appr. FS. 2021		M	X					14/14
				--------------------------------DIRECTORS CEASED DURING THE FINANCIAL YEAR--------------------------------
Director
No. of meetings held during the financial year: 14 #								##		Control, Risks and Sustainability Committee 4	Nomination and Remuneration Committee: 7	###	Committee for related party transaction:6
Indicate the quorum required for the presentation of lists by minorities for the election of one or more members (pursuant to										Art. 147-ter		Consolidated Law on Finance): 1.0% of share capital

NOTES

The symbols indicated below should be entered in the column "Office":

• This symbol indicates the Director in charge of the internal control and risk management system.
• ◊ This symbol indicates the main responsible officer for the management of the issuer (Chief Executive Officer or CEO).
• ○ This symbol indicates the Lead Independent Director (LID).

*The date of first appointment of each director shall mean the date when the Director was appointed for the first time (in absolute) in the Board of Directors of the issuer.

** This column contains the indication of the list from which each Director was elected ("M": Majority list; "m": minority list; "BoD": list presented by the BoD).

*** This column contains the number of offices as Director or Statutory Auditor held by the relevant Director in other listed companies on regulated markets, both in Italy and abroad, financial corporations, banks, insurance companies or companies significant in size. (N.B. for completeness, the column "Other offices" also includes the offices held by each Director within commercial companies regardless of their size). The Report on Corporate Governance contains the full indication of their offices.

(*) This column contains the attendance of each Director to the meetings of the BoD and of the committees respectively (i.e., no. of presences / no. of meetings held during the actual term of office of the relevant Director; e.g., 6/8; 8/8, etc.).

(**) This column contains the indication of the role held by each Director in the committee: "C": chair; "M": member.

The number of meetings of the Board of Directors in the composition at the date of the Report is 14.

The number of meetings of the Control, Risk and Sustainability Committee in the composition at the date of the Report is 4.

The number of meetings of the Appointments and Remuneration Committee in the composition at the date of the Report is 7.

(#) Virginie Morgon attended and chaired all 4 meetings of the Related Parties Committee. The remaining 3 meetings concerned the combination of Stone Island in Moncler, which qualified as a transaction of greater importance; therefore, these meetings were chaired by Marco De Benedetti who replaced Virginie Morgon for the purpose of issuing the relative opinion on the aforementioned transaction.

TABLE 3: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS

BOARD OF STATUTORY AUDITORS
Office	Members	Birth year	Date of first appointment *	In charge as of	In charge until	List **	Indep. Code	Attendance to Board of Statutory Auditors' meetings ***	No. of other officers ****
Chairman	Losi, Riccardo	1967	20.04.2017	20.04.2017	SH mtg appr. FS. 2022	m	X	13	1
Standing Auditor	Carolyn Dittmeier	1956	11.06.2020	11.06.2020	SH mtg appr. FS. 2022	M	X	13	2
Standing Auditor	Nadia Fontana	1961	11.06.2020	11.06.2020	SH mtg appr. FS. 2022	M	X	13	8
Deputy Auditor	Banfi, Lorenzo Mauro	1959	12.10.2011	11.06.2020	SH mtg appr. FS. 2022	M	X	-
Deputy Auditor	Albizzati, Federica	1969	20.04.2017	11.06.2020	SH mtg appr. FS. 2022	m	X	-
----------------AUDITORS CEASED DURING THE REFERRED FINANCIAL YEAR----------------
Standing Auditor	Valenti Mario	1942	12.10.2011	20.04.2017	SH mtg appr. FS. 2019	M	X	4/4
Standing Auditor	Suffriti Antonella	1960	29.04.2014	20.04.2017	SH mtg appr. FS. 2019	M	X	4/4
No. of meetings held during the referred financial year: 13#
Indicate the quorum required for the presentation of lists by minorities for the election of one or more members (pursuant to Art. 148 Consolidated Law on Finance): 1.0% of share capital

NOTES

* The date of first appointment of each director means the date when the Auditor was appointed for the first time ever in the Board of Statutory Auditors of the issuer.

** This column contains the indication of the list from which each Auditor was elected ("M": majority list; "m": minority list).

*** This column contains the percentage of attendance of each Statutory Auditor to the meetings of the Board of Statutory Auditors (i.e., no. of presences / no. of meetings held during the actual term of office of the relevant Auditor; e.g., 6/8; 8/8, etc.).

**** This column contains the number of offices as Director or Statutory Auditor held by the relevant Auditor pursuant to Art. 148-bis of the Consolidated Law on Finance and the relevant implementation provisions included in Consob's Issuers' Regulations. A complete list of offices is published by Consob on its website pursuant to Art. 144 quinquiesdecies of the Issuers' Regulations.

The number includes the 9 meetings of the Board of Statutory Auditors in office as of the date of the Report and 4 meetings of the Board of Statutory Auditors in office until June 11, 2020.