Aeroporto Guglielmo Marconi Di Bologna

Pre-Annual General Meeting Information • Mar 20, 2025

AEROPORTO GUGLIELMO MARCONI DI BOLOGNA S.P.A.

DIRECTOR'S REPORT FOR THE EXTRAORDINARY AND ORDINARY SHAREHOLDERS' MEETING OF AEROPORTO GUGLIELMO MARCONI DI BOLOGNA S.P.A. ("ADB" OR THE "COMPANY) OF APRIL 29, 2025, DRAWN UP AS PER ARTICLE 125-TER OF LEGISLATIVE DECREE NO. 58 OF FEBRUARY 24, 1998 ("CFA") AND ARTICLE 84-TER OF THE ISSUERS' REGULATION ADOPTED WITH CONSOB RESOLUTION NO. 11971 OF MAY 14, 1999, AS SUBSEQUENTLY AMENDED (THE "ISSUERS' REGULATION").

MARCH 14, 2025

Dear Shareholders,

with call notice published in Il Sole 24 Ore on March 20, 2025 and on the website of Aeroporto Guglielmo Marconi di Bologna S.p.A. (the "Company" or "AdB") on the same date, the extraordinary and ordinary SHAREHOLDERS' MEETING was called for APRIL 29, 2025, in single call, at the registered office in Bologna, Via Triumvirato, 84, and specifically at the Marconi Business Lounge ("MBL") in the Passenger Terminal, first floor, at 11AM, to discuss and consider the following:

AGENDA

EXTRAORDINARY SESSION

1. Amendment to Article 13 of the By-Laws of Aeroporto Guglielmo Marconi di Bologna S.p.A. regarding the composition and appointment of the Board of Directors. Resolutions thereon.

ORDINARY SESSION

• 1. Financial statements at December 31, 2024; Director's Report, Reports of the Board of Statutory Auditors and of the Independent Audit Firm. Resolutions thereon. Presentation of the Consolidated Financial Statements at December 31, 2024;
• 2. Allocation of the result for the year 2024;
• 3. Approval of the remuneration policy in accordance with Article 123ter, paragraph 3bis of Legislative Decree No. 58/1998;
• 4. Consultative vote on the "Fees paid in 2024" reported in the second section of the Remuneration Report pursuant to Article 123-ter, paragraph 6 of Legislative Decree No. 58/1998;
• 5. Appointment of the Board of Directors in accordance with Article 13 of the By-Laws, as amended by today's Extraordinary meeting:
  • 5.1 Determination of the number of members;
  • 5.2 Determination of duration in office;
  • 5.3 Appointment of members by slate voting and subsequent appointment of the Chairperson;
  • 5.4 possible Authorisation in accordance with Article 2390 of the Civil Code;
  • 5.5 Determination of the remuneration of Board members;
• 6. Appointment of the Board of Statutory Auditors pursuant to Article 24 of the By-Laws:
• 6.1 Appointment of one Statutory Auditor and two Alternate Auditors by slate voting, following review and verification of the ministerial appointments for the positions of Chairperson of the Board and one Statutory Auditor;
• 6.2 Establishment of the remuneration of the Board of Statutory Auditors.

* * * * *

EXTRAORDINARY SESSION

1. AMENDMENT TO ARTICLE 13 OF THE BY-LAWS OF AEROPORTO GUGLIELMO MARCONI DI BOLOGNA S.P.A. REGARDING THE COMPOSITION AND APPOINTMENT OF THE BOARD OF DIRECTORS. RESOLUTIONS THEREON.

Dear Shareholders,

the Extraordinary Shareholders' Meeting called for APRIL 29, 2025, in a single call, is asked to approve the amendment of Article 13 of the By-Laws regarding the composition and appointment of the Board of Directors to provide for a variable number of Directors between nine and 11 (instead of the fixed number of nine currently provided for) and to adapt the slate voting mechanisms accordingly. This proposed amendment stems from the need, which emerged in the final phase of the outgoing Board of Directors' term of office, to increase the number of Directors, thereby equipping the governing body with additional resources and expertise to manage, including at the strategic level, the increased responsibilities and greater management risks created by the recent introduction of new EU and national regulations. These relate particularly to the areas of digital transition, artificial intelligence and cyber security.

Considering this, the outgoing Board of Directors proposes first of all to add to the By-Laws (and specifically to the relevant Article 13.1) the provision for a variable number of members of the Board of Directors between nine to 11 (as opposed to the nine fixed members previously provided for). This will also entail the amendment of the provisions relating to the procedure for the election of Directors under Article. 13.3, letter (a), of the By-Laws, establishing that two-thirds (rounded up to the nearest whole number) of the Directors to be elected, instead of the six fixed members previously provided for in the clause, shall be drawn from the slate that obtained the highest number of votes in the ballot, in the numerical order in which they are listed on that slate. This change is considered necessary to adjust the appointment mechanism to take into account the variability in the number of Directors, while continuing to allow minority shareholders to nominate three Directors of their own choosing.

We also note that, in its "Guidelines and Recommendations of the Board of Directors on the Quantitative and Qualitative Composition of the Board Of Directors" published on March 14, 2025 in view of the Shareholders' Meeting referred to in this Report and available on the Company's website www.bologna-airport.it, (Investor Relations section), the outgoing Board of Directors updated its previous guidance on the composition of the Board of Directors deemed appropriate. The new recommendation suggests that 10 Directors is the optimal quantitative size of the Board of Directors for the 2025-2027 mandate.

Pursuant to Annex 3A of the Issuers' Regulation, the text of the Company's current By-Laws and a comparison with the proposed new text is provided below, highlighting the proposed changes as outlined above.

Existing Text	Proposed New Text
Article 13	Article 13
13.1 The Company shall be administered by a Board of Directors of (9) nine members.	13.1 The Company shall be administered by a Board of Directors comprising a variable number of Directors between a minimum of nine (9) and a maximum of eleven (11), determined by the Shareholders' Meeting upon appointment.
13.2 The Board of Directors is appointed for a period of up to three years and may be re-elected. 13.3 The Directors are appointed by the Shareholders' Meeting on the basis of slates presented by shareholders in which the candidates are listed by means of progressive numbering not exceeding the number of members to be elected. Each slate must include at least three candidates	13.2 The Board of Directors is appointed for a period of up to three years and may be re-elected. 13.3 The Directors are appointed by the Shareholders' Meeting on the basis of slates presented by shareholders in which the candidates are listed by means of progressive numbering not exceeding the number of members to be elected. Each slate must include at least three candidates
considered independent in accordance with law, separately indicating these candidates.	considered independent in accordance with law, separately indicating these candidates.

Existing Text	Proposed New Text
The slates presenting a number of candidates	The slates presenting a number of candidates
equal to or greater than three should in addition	equal to or greater than three should in addition
include candidates of each gender, according to	include candidates of each gender, according to
that indicated in the Shareholders' Meeting call	that indicated in the Shareholders' Meeting call
notice, in order to ensure a Board of Directors	notice, in order to ensure a Board of Directors
composition which complies with the applicable	composition which complies with the applicable
gender equality regulation.	gender equality regulation.
The slates must be filed at the registered office	The slates must be filed at the registered office and
and published in accordance with the applicable	published in accordance with the applicable
regulation.	regulation.
Each shareholder may present or participate in the	Each shareholder may present or participate in the
presentation of only one slate and each candidate	presentation of only one slate and each candidate
may appear on only one slate at the risk of	may appear on only one slate at the risk of
ineligibility.	ineligibility.
Only shareholders who, individually or together	Only shareholders who, individually or together
with other shareholders, possess the minimum	with other shareholders, possess the minimum
holding established by Consob have the right to	holding established by Consob have the right to
present slates.	present slates.
The declarations of the individual candidates, in	The declarations of the individual candidates, in
which they accept their candidacies and certify, in	which they accept their candidacies and certify, in
good faith, the inexistence of any cause of	good faith, the inexistence of any cause of
ineligibility or incompatibility, as well as the	ineligibility or incompatibility, as well as the
satisfaction of the requirements prescribed by	satisfaction of the requirements prescribed by
applicable law and the By-Laws for their	applicable law and the By-Laws for their
respective offices, must be lodged together with	respective offices, must be lodged together with
each slate.	each slate.

5

Existing Text	Proposed New Text
The appointed Directors must communicate	The appointed Directors must communicate
without delay to the Board of Directors should	without delay to the Board of Directors should
they no longer meet the above requirements, and	they no longer meet the above requirements, and
if there should arise any reasons for their	if there should arise any reasons for their
ineligibility or incompatibility.	ineligibility or incompatibility.
Those with voting rights may vote on only one	Those with voting rights may vote on only one
slate.	slate.
The procedure for electing the Directors shall be	The procedure for electing the Directors shall be
as follows:	as follows:
a) from the slate obtaining the highest number of	a) from the slate obtaining the highest number of
votes, based on the progressive numbering of	votes at the Shareholders' Meeting, based on
the slate, 6 (six) Directors;	the progressive numbering of the slate, two
	thirds (rounded up to the nearest whole
	number) of the Directors shall be appointed;
b) the remaining Directors will be drawn from	b) the remaining Directors will be drawn from the
the other slates according to the numbering	other slates according to the numbering
presented; for this purpose, the votes obtained	presented; for this purpose, the votes obtained
by these slates will be divided successively by	by these slates will be divided successively by
one, two, three and so forth according to the	one, two, three and so forth according to the
numbers of Directors to be elected. The	numbers of Directors to be elected. The
numbers obtained in this way are attributed to	numbers obtained in this way are attributed to
the candidates of such slates, in the order in	the candidates of such slates, in the order in
which they rank in the slate. The numbers thus	which they rank in the slate. The numbers thus
attributed to the candidates of the various	attributed to the candidates of the various slates
slates are arranged in decreasing order in a	are arranged in decreasing order in a single
single ranking. The candidates who obtain the	ranking. The candidates who obtain the highest
highest numbers will become Directors.	numbers will become Directors.

In the event that more than one candidate has obtained the same number of votes, the candidate of the slate that has not yet elected a Director or that has elected the fewest Directors will be appointed Director. In the event that no Director has been elected yet from any of these slates or that the same number of Directors has been elected from each slate, the candidate of the slate that has obtained the most votes will be appointed Director. Should two slates receive the same number of votes, a second vote of the entire Shareholders' Meeting shall decide with the candidate being elected by means of a simple majority of the votes;

• c) for the Directors to be elected, account is not taken of the candidates indicated on the slates which have received less than half of the votes required for the presentation of the slate;
• d) where, on the outcome of the voting and the operations outlined above, the applicable gender equality rules are not complied with, the candidates which would have been elected from the various slates are listed according to a single decreasing ranking, drawn up according to the quota system indicated at letter b). The candidate of the over-represented gender with the lowest ranking is therefore

Existing Text Proposed New Text

In the event that more than one candidate has obtained the same number of votes, the candidate of the slate that has not yet elected a Director or that has elected the fewest Directors will be appointed Director. In the event that no Director has been elected yet from any of these slates or that the same number of Directors has been elected from each slate, the candidate of the slate that has obtained the most votes will be appointed Director. Should two slates receive the same number of votes, a second vote of the entire Shareholders' Meeting shall decide with the candidate being elected by means of a simple majority of the votes;

• c) for the Directors to be elected, account is not taken of the candidates indicated on the slates which have received less than half of the votes required for the presentation of the slate;
• d) where, on the outcome of the voting and the operations outlined above, the applicable gender equality rules are not complied with, the candidates which would have been elected from the various slates are listed according to a single decreasing ranking, drawn up according to the quota system indicated at letter b). The candidate of the over-represented gender with the lowest ranking is therefore

replaced with the first candidate of the underrepresented gender who would have been unelected and belonging to the same slate. Where this slate does not contain other candidates, the above replacement is made by the Shareholders' Meeting through statutory majority according to point f) and in compliance with the principle of the proportional representation of minorities on the Board of Directors.

In the case of equal numbers, the candidate from the slate receiving the highest number of votes qualifies as the replacement.

If the replacement of the candidate of the overrepresented gender with the lower number of votes on the slate does not allow the reaching of the minimum threshold established by the gender balance regulation, the replacement operation indicated above is carried out also in relation to the candidate of the overrepresented gender with the penultimate number of votes and thereafter proceeding, where necessary, to the candidate above;

• e) on conclusion of the operations indicated above, the Chairperson makes a declaration of the elected parties;
• f) for the appointment of Directors, which for any reason are not elected in accordance with

Existing Text Proposed New Text

replaced with the first candidate of the underrepresented gender who would have been unelected and belonging to the same slate. Where this slate does not contain other candidates, the above replacement is made by the Shareholders' Meeting through statutory majority according to point f) and in compliance with the principle of the proportional representation of minorities on the Board of Directors.

In the case of equal numbers, the candidate from the slate receiving the highest number of votes qualifies as the replacement.

If the replacement of the candidate of the overrepresented gender with the lower number of votes on the slate does not allow the reaching of the minimum threshold established by the gender balance regulation, the replacement operation indicated above is carried out also in relation to the candidate of the overrepresented gender with the penultimate number of votes and thereafter proceeding, where necessary, to the candidate above;

• e) on conclusion of the operations indicated above, the Chairperson makes a declaration of the elected parties;
• f) for the appointment of Directors, which for any reason are not elected in accordance with the

the above procedure, the Shareholders' Meeting decides by statutory majority in order to ensure the presence of the necessary number of Directors considered independent in accordance with law, in addition to compliance with the representation of minorities and gender balance regulation.

Slate voting is applied only in the case of the renewal of the entire Board of Directors.

13.4 Should one or more Directors resign during the year, they shall be replaced in accordance with Article 2386 of the Civil Code. If one or more of the Directors leaving their offices vacant were drawn from a slate also containing unelected candidates, they shall be replaced by appointing, in progressive order, persons drawn from the slate to which the Director in question belonged, provided that said persons are still eligible and willing to accept the directorship. In any case, the replacement of departing Directors is made by the Board of Directors, ensuring the presence of the necessary number of Directors considered independent in accordance with law, while guaranteeing compliance with the gender equality regulation. Such Directors shall remain in office until the next Shareholders' Meeting, which shall decide according to the means established for appointment. Where a majority of the Board of

Existing Text Proposed New Text

above procedure, the Shareholders' Meeting decides by statutory majority in order to ensure the presence of the necessary number of Directors considered independent in accordance with law, in addition to compliance with the representation of minorities and gender balance regulation.

Slate voting is applied only in the case of the renewal of the entire Board of Directors.

13.4 Should one or more Directors resign during the year, they shall be replaced in accordance with Article 2386 of the Civil Code. If one or more of the Directors leaving their offices vacant were drawn from a slate also containing unelected candidates, they shall be replaced by appointing, in progressive order, persons drawn from the slate to which the Director in question belonged, provided that said persons are still eligible and willing to accept the directorship. In any case, the replacement of departing Directors is made by the Board of Directors, ensuring the presence of the necessary number of Directors considered independent in accordance with law, while guaranteeing compliance with the gender equality regulation. Such Directors shall remain in office until the next Shareholders' Meeting, which shall decide according to the means established for appointment. Where a majority of the Board of

Existing Text	Proposed New Text
Directors are no longer in office, the entire Board	Directors are no longer in office, the entire Board
is considered as lapsed and the Shareholders'	is considered as lapsed and the Shareholders'
Meeting shall be called without delay by the	Meeting shall be called without delay by the
Directors remaining in office for its	Directors remaining in office for its reconstitution.
reconstitution.

We note that all of the above proposed amendments to the By-Laws do not confer the right of withdrawal for those who did not participate in their approval, as they do not fall under any of the cases of withdrawal provided for under Article 2437 of the Civil Code.

***

The Board of Directors therefore submits for your approval the following proposal concerning the first matter on the Extraordinary Meeting's Agenda:

"The Ordinary Shareholders' Meeting of Aeroporto Guglielmo Marconi di Bologna S.p.A., acknowledging the information provided,

RESOLVES

• a) to amend the By-Laws as described above:
• b) to confer upon the Chief Executive Officer and the Chairperson, severally, all the broadest powers to take the steps required to implement the resolution adopted above, including the filing of the By-Laws containing the approved amendments.

This motion

is therefore put to the vote and is considered approved with the favourable vote of [●], As per the details attached".

***

ORDINARY SESSION

1. FINANCIAL STATEMENTS AT DECEMBER 31, 2024; DIRECTOR'S REPORT, REPORTS OF THE BOARD OF STATUTORY AUDITORS AND OF THE INDEPENDENT AUDIT FIRM; RESOLUTIONS THEREON. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2024;

Dear Shareholders,

The Ordinary Shareholders' Meeting called for APRIL 29, 2025, in single call, is asked to approve the financial statements of the Company at December 31, 2024.

AdB will make provide its Shareholders, according to the manner and terms prescribed by law, AdB's annual financial statements and the Group's consolidated financial statements at December 31, 2024, along with the Directors' Report, including the Sustainability Report prepared pursuant to Legislative Decree No. 125/2024. The Corporate Governance and Ownership Structure Report pursuant to Article 123-bis of the CFA will also be made available to the public in the same manner. The Independent Auditors' Report (on the statutory and consolidated financial statements) and the Board of Statutory Auditors' Report pursuant to Article 153 of the CFA will also be made available to the public according to the manner and terms prescribed by current regulations.

Reference should therefore be made to this documentation for further information on the first matter on the Shareholders' Meeting Agenda.

The Board of Directors therefore submits to the Shareholders' Meeting called the following proposal concerning the first matter on the Meeting's Agenda:

"The Ordinary Shareholders' Meeting of Aeroporto Guglielmo Marconi di Bologna S.p.A.,

- having examined the Financial Statements of Aeroporto Guglielmo Marconi di Bologna S.p.A. at December 31, 2024 and taken into account all the Reports of the Board of Directors, the Board of Statutory Auditors and of the Independent audit firm;

resolves

to approve the Financial Statements of Aeroporto Guglielmo Marconi di Bologna S.p.A. at December 31, 2024.

This motion

is therefore put to the vote and is considered approved with the favourable vote of [●], As per the annexed details."

* * * * *

2. ALLOCATION OF THE RESULT FOR THE YEAR 2024.

Dear Shareholders,

the Ordinary Shareholders' Meeting called for APRIL 29, 2025, in single call, is also required to consider the allocation of the 2024 result. At its meeting of March 14, 2025, the Board of Directors considered that the framework of full traffic recovery and the Group's solid financial structure allow AdB's Board of Directors to propose to the Shareholders' Meeting the distribution of a dividend, though in a measure that also takes into account the now structural uncertainty of the macroeconomic environment and the challenging long-term investment plan of Bologna Airport. It therefore resolved to allocate the net profit of Aeroporto Guglielmo Marconi di Bologna S.p.A. for 2024 of Euro 22.693.745,96 as follows: (a) to the legal reserve 5% - according to the By-Law provisions and Article 2430 of the Civil Code - for Euro 1.134.687,30, (b) to shareholders Euro 17.015.188,22, corresponding to a dividend of Euro 0,471 for each of the 36,125,665 ordinary shares in circulation at the dividend coupon date, gross of taxes to be paid by the recipient and (c) the remainder, for Euro 4.543.870,44, to the extraordinary reserve.

Any dividend approved by the Shareholders' Meeting shall be paid out, in accordance with the applicable laws and regulations, on May 14, 2025, with dividend coupon (number 6) of May 12, 2025. In accordance with Article 83-terdecies of the CFA, shareholders enrolled in the register of shareholders on conclusion of the record date of May 13, 2025 shall be entitled to receive a dividend.

The Board of Directors therefore submits to the Shareholders' Meeting called the following proposal concerning the second matter on the meeting's Agenda:

"The Ordinary Shareholders' Meeting of Aeroporto Guglielmo Marconi di Bologna S.p.A.,

• having noted the financial statements of Aeroporto Guglielmo Marconi di Bologna S.p.A. at December 31, 2024, text approved, report a net profit of Euro 22.693.745,96;

• having assessed the Board's proposal regarding the allocation of profit for the 2024 financial year;

RESOLVES

to allocate the net profit of Aeroporto Guglielmo Marconi di Bologna S.p.A. for 2024 of Euro 22.693.745,96:

• a) to the legal reserve 5%, on the basis of the statutory provisions and Article 2430 of the Civil Code, for an amount of Euro 1.134.687,30;
• b) to shareholders, for an amount of Euro 17.015.188,22, corresponding to a dividend of Euro 0,471 for each of the 36,125,665 ordinary shares in circulation at the dividend coupon date, gross of taxes to be paid by the recipient;
• c) the residual of Euro 4.543.870,55 the extraordinary reserve.

establishing in addition that the dividend shall be paid out on May 14, 2025, with date of dividend coupon No. 6 of May 12, 2025, to all shareholders registered on conclusion of the accounting day of May 13, 2025(record date)."

* * * * *

3. APPROVAL OF THE REMUNERATION POLICY IN ACCORDANCE WITH ARTICLE 123-TER, PARAGRAPH 3-BISOF LEGISLATIVE DECREE NO. 58/1998.

Dear Shareholders,

you are called to consider in accordance with Article 123-ter, paragraph 6 of the CFA regarding the section of the Remuneration Report at Article 123-ter, paragraph 3 of the CFA, i.e. the Remuneration of Directors, General Managers, and other Senior Executives and, subject to the provisions of Article 2402 of the Civil Code, Statutory Auditors, in addition to the procedures used for the adoption and implementation of that Policy.

Pursuant to Article 123-ter, paragraph 3-bis, of the CFA, the Remuneration Policy is submitted to the vote of the Shareholders' Meeting with the frequency required by the duration of the policy, and in any case every three years or when the policy is amended.

The AdB Group remuneration policy as per Article 123-ter of the CFA, which contains the proposed update to the Policy and procedures for its adoption and implementation, shall be made available to the public in accordance with the applicable laws and regulations. The proposed update to the Policy for the three-year period 2025-2027 is substantially in line with that of the three-year period 2022-2024, with the exception of: (i) certain updates to clarify current best practices on sustainability and innovation targets for the variable component of remuneration; and (ii) the flat-rating of the Board of Statutory Auditors' remuneration set partly in consideration of the current rules on fair remuneration, which also provides for an increase of between 20% and 40% in the Chairperson's remuneration compared to that of the other members of the Board of Statutory Auditors, in view of his/her role and commitment to the internal Board Committees.

In light of that stated above, the following proposal is therefore submitted on the third matter on the Agenda:

"The Ordinary Shareholders' Meeting of Aeroporto Guglielmo Marconi di Bologna S.p.A., noting that outlined by the Chairperson and the underlying documentation submitted,

resolves

to approve, in accordance with Article 123-ter, paragraph 6 of Legislative Decree No. 58/1998, the section of the Remuneration Report as per Article 123-ter, paragraph 3 of Legislative Decree No. 58/1998, and with it the Remuneration Policy of Aeroporto Guglielmo Marconi di Bologna S.p.A. for the Remuneration of Directors, General Managers, and other Senior Executives and, subject to the provisions of Article 2402 of the Civil Code, Statutory Auditors, in addition to the procedures used for the adoption and implementation of that Policy.

This motion

is therefore put to the vote and is considered approved with the favourable vote of [●], As per the annexed details."

* * * * *

4. CONSULTATIVE VOTE ON THE "FEES PAID IN 2024" REPORTED IN THE SECOND SECTION OF THE REMUNERATION REPORT PURSUANT TO ARTICLE 123-TER, PARAGRAPH 6 OF LEGISLATIVE DECREE NO. 58/1998.

Dear Shareholders,

the Ordinary Shareholders' Meeting called for APRIL 29, 2025, in single call, is also required to undertake a non-binding vote, as per Article 123-ter, paragraph 6, of the CFA, on the second section of the Remuneration Report, which provides, in a clear and easily understood manner, an adequate representation of each of the remuneration items for the year ending December 31, 2024. This is in consideration and implementation of the Remuneration policy approved by the Shareholders' Meeting of April 26, 2022.

The AdB Group Remuneration Report as per Article 123-ter of the CFA, including the second section (Article 123-ter, paragraph 4 of the CFA), has been made available to the public in accordance with the applicable laws and regulations.

In light of that stated above, the following proposal is therefore submitted on the fourth matter on the Agenda:

"The Ordinary Shareholders' Meeting of Aeroporto Guglielmo Marconi di Bologna S.p.A., noting that outlined by the Chairperson and the underlying documentation submitted,

resolves

to approve, in accordance with Article 123-ter, paragraph 6 of Legislative Decree No. 58/1998, the second section of the Remuneration Report as per Article 123-ter, paragraph 4 of Legislative Decree No. 58/1998.

This motion

is therefore put to the vote and is considered approved with the favourable vote of [●], As per the annexed details."

* * * * *

• 5. APPOINTMENT OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE 13 OF THE BY-LAWS, AS AMENDED BY TODAY'S EXTRAORDINARY MEETING:
  • 5.1 DETERMINATION OF THE NUMBER OF MEMBERS;
  • 5.2 DETERMINATION OF DURATION IN OFFICE;
  • 5.3 APPOINTMENT OF MEMBERS BY SLATE VOTING AND SUBSEQUENT APPOINTMENT OF THE CHAIRPERSON;
  • 5.4 POSSIBLE AUTHORISATION IN ACCORDANCE WITH ARTICLE 2390 OF THE CIVIL CODE;
  • 5.5 DETERMINATION OF THE REMUNERATION OF BOARD MEMBERS.

Dear Shareholders,

with the approval of the Statutory Financial Statements at December 31, 2024 the mandate of the Board of Directors in office will conclude and the Ordinary Shareholders' Meeting to be held on APRIL 29, 2025 is therefore called to reappoint this body.

The outgoing Board indicates that, in accordance with Article 147-ter, paragraph 4 of the CFA, it is necessary that - in light of the number of members of the Board established by the By-Laws (as amended as a result of the resolution on the only item on the Agenda at the Extraordinary Shareholders' Meeting, as described in this Report), from a minimum of nine to a maximum of 11 - at least two Directors must be independent as per the rules for Statutory Auditors indicated at Article 148, paragraph 3 of the CFA. The outgoing Board in addition underlines that AdB complies with the Corporate Governance Code for listed companies (the "Corporate Governance Code") and that therefore, in accordance with Recommendation 5 of the Code, the number of Independent Directors may not be fewer than two.

The Board also highlights that, as per Article 13.3 of the By-Laws, each slate presented for the renewal of the Board of Directors shall include at least three candidates considered independent in accordance with law, separately indicating these candidates.

The outgoing Board invites Shareholders to view the "Guidelines and Recommendations of the Board of Directors on the Quantitative and Qualitative Composition of the Board Of Directors", which were approved by the Board of Directors on March 14, 2025 and published on the Company's website www.bologna-airport.it, in the Investor Relations section.

The outgoing Board also proposes that the new Board of Directors is appointed for three years, with mandate therefore concluding with the approval of the financial statements at December 31, 2027.

The Board indicates finally that, with the renewal of the Corporate Boards for the 2025-2027 three-year period, scheduled to take place at the Shareholders' Meeting of APRIL 29, 2025, at least two-fifths of the Directors on the Board must belong to the under-represented gender as per Article 147-ter, paragraph 1-ter of the CFA in its current version.

The Board of Directors is renewed through slate voting, as per Articles 13 and 14 of the By-Laws, which are reported below (for the relative sections concerning the manner of the Board's appointment).

With regard to the motions under the remit of the Shareholders' Meeting, reference is made to the relevant provisions of the By-Laws, as amended as a result of the resolution on the only item on the Agenda at the Extraordinary Shareholders' Meeting, as described in this Report:

"Article 13

13.1 The Company shall be administered by a Board of Directors comprising a variable number of Directors between a minimum of nine (9) and a maximum of eleven (11), determined by the Shareholders' Meeting upon appointment.

13.2 The Board of Directors is appointed for a period of up to three years and may be re-elected.

13.3 The Directors are appointed by the Shareholders' Meeting on the basis of slates presented by shareholders in which the candidates are listed by means of progressive numbering not exceeding the number of members to be elected. Each slate must include at least three candidates considered independent in accordance with law, separately indicating these candidates.

The slates presenting a number of candidates equal to or greater than three should in addition include candidates of each gender, according to that indicated in the Shareholders' Meeting call notice, in order to ensure a Board of Directors composition which complies with the applicable gender equality regulation.

The slates must be filed at the registered office and published in accordance with the applicable regulation. Each shareholder may present or participate in the presentation of only one slate and each candidate may appear on only one slate at the risk of ineligibility.

Only shareholders who, individually or together with other shareholders, possess the minimum holding established by Consob

have the right to present slates. The declarations of the individual candidates, in which they accept their candidacies and certify, in good faith, the inexistence of any cause of ineligibility or incompatibility, as well as the satisfaction of the requirements prescribed by applicable law and the By-Laws for their respective offices, must be lodged together with each slate. The appointed Directors must communicate without delay to the Board of Directors should they no longer meet the above requirements, and if there should arise any reasons for their ineligibility or incompatibility. Those with voting rights may vote on only one slate. The procedure for electing the Directors shall be as follows:

a) from the slate obtaining the highest number of votes at the, based on the progressive numbering of the slate, two-thirds (rounded up to the nearest whole number) of the Directors shall be appointed;

b) the remaining Directors will be drawn from the other slates according to the numbering presented; for this purpose, the votes obtained by these slates will be divided successively by one, two, three and so forth according to the numbers of Directors to be elected. The numbers obtained in this way are attributed to the candidates of such slates, in the order in which they rank in the slate. The numbers thus attributed to the candidates of the various slates are arranged in decreasing order in a single ranking. The candidates who obtain the highest numbers will become Directors.

In the event that more than one candidate has obtained the same number of votes, the candidate of the slate that has not yet elected a Director or that has elected the fewest Directors will be appointed Director.

In the event that no Director has been elected yet from any of these slates or that the same number of Directors has been elected from each slate, the candidate of the slate that has obtained the most votes will be appointed Director. Should two slates receive the same number of votes, a second vote of the entire Shareholders' Meeting shall decide with the candidate being elected by means of a simple majority of the votes;

c) for the Directors to be elected, account is not taken of the candidates indicated on the slates which have received less than half of the votes required for the presentation of the slate;

d) where, on the outcome of the voting and the operations outlined above, the applicable gender equality rules are not complied with, the candidates which would have been elected from the various slates are listed according to a single decreasing ranking, drawn up according to the quota system indicated at letter b). The candidate of the over-represented gender with the lowest ranking is therefore replaced with the first candidate of the under-represented gender who would have been unelected and belonging to the same slate. Where this slate does not contain other candidates, the above replacement is made by the Shareholders' Meeting through statutory majority according to point f) and in compliance with the principle of the proportional representation of minorities on the Board of Directors. In the case of equal numbers, the candidate from the slate receiving the highest number of votes qualifies as the replacement.

If the replacement of the candidate of the over-represented gender with the lower number of votes on the slate does not allow the reaching of the minimum threshold established by the gender balance regulation, the replacement operation indicated above is carried out also in relation to the candidate of the over-represented gender with the penultimate number of votes and thereafter proceeding, where necessary, to the candidate above;

e) on conclusion of the operations indicated above, the Chairperson makes a declaration of the elected parties;

f) for the appointment of Directors, which for any reason are not elected in accordance with the above procedure, the Shareholders' Meeting decides by statutory majority in order to ensure the presence of the necessary number of Directors considered independent in accordance with law, in addition to compliance with the representation of minorities and gender balance regulation. Slate voting is applied only in the case of the renewal of the entire Board of Directors.

13.4 Should one or more Directors resign during the year, they shall be replaced in accordance with Article 2386 of the Civil Code. If one or more of the Directors leaving their offices vacant were drawn from a slate also containing unelected candidates, they shall be replaced by appointing, in progressive order, persons drawn from the slate to which the Director in question belonged, provided that said persons are still eligible and willing to accept the directorship. In any case, the replacement of departing Directors is made by the Board of Directors, ensuring the presence of the necessary number of Directors considered independent in accordance with law, while guaranteeing compliance with the gender equality regulation. Such Directors shall remain in office until the next Shareholders' Meeting, which shall decide according to the means established for appointment. Where a majority of the Board of Directors are no longer in office, the entire Board is considered as lapsed and the Shareholders' Meeting shall be called without delay by the Directors remaining in office for its reconstitution."

"Article 14

14.1 The Chairperson of the Board of Directors is the first candidate from the slate obtaining the highest number of votes. The Board may elect a Vice-Chairperson, replacing the Chairperson in the event of his/her absence or impediment.

The holding required to present slates for the election of the Board of Directors was confirmed as 2.50% of the share capital by Consob Executive Resolution No. 123 of January 30, 2025.

* * * *

The outgoing Board therefore invites Shareholders to present slates for the appointment of the Board of Directors, taking into account the size of the Board and of the gender and independence rules outlined above, in addition to the "Guidelines and Recommendations of the Board of Directors on the Quantitative and Qualitative Composition of the Board Of Directors". It also underlines that, considering the amendments to the By-Laws being deliberated as the only item on the Agenda at the Extraordinary Shareholders' Meeting, as described in this Report, and taking into account the aforementioned Remarks, the number of Directors to be appointed is expected to be 10 (ten). As such, a corresponding number of candidates must be indicated in the slates and the fulfilment of gender requirements and the adequate level of professionalism of the members of the administrative body must be assessed in accordance with this number.

The outgoing Board of Directors recommends specifically that shareholders ensure the Issuer appoints an administrative body with individuals: a. who are fully cognisant of the obligations and powers entailed by the functions that each of them is required to perform (i.e. administration and corporate management functions; executive and non-executive functions; independent members, etc.); b. equipped with professionalism and experience appropriate to their role, including within the internal Board committees, and specific to the Issuer's size and operational characteristics; c. whose skills are spread among all members and are suitably diversified so as to allow each Director to contribute effectively, among other things, to the development of the business of the Company and of the Group, both within the Committees of which s/he is a member and in collective decisions; d. equipped with skills that are not only limited to the Company's business, but which also apply to the development of the Group's business and to the development of the Group's activities; e. focus on pursuing the overall interests of the Issuer, regardless of the corporate structure that voted for them or the slate from which they are drawn; working with a sense of responsibility and autonomous judgement. It is therefore essential that the Non-Executive Directors also possess and express - generally and with a diversified range of skills - adequate knowledge of regulatory profiles and/or activities and/or businesses that are relevant to the Issuer's activities, and/or technical-infrastructural areas and/or in the area of new digital technologies, artificial intelligence and/or cyber security management and governance and/or economic-financial matters and/or risk management and control, as this knowledge is essential for the effective performance of their roles. The range of knowledge and expertise in ESG areas may, also by complementing each other, be useful in ensuring the continuation and implementation of strategies to support the company's sustainable success.

With regards to the manner to present slates for the election of the new Directors, it is noted that:

a) the slates presented by the Shareholders shall be filed at the registered office of the company (Bologna, Via Triumvirato 84) by the twenty-fifth day prior to the date of the Shareholders' Meeting (and therefore by April 4, 2025) called to consider the appointment of the members of the Board of Directors; the slates shall be made available to the public at the registered office, on the website and at the market management company at least twenty-one days before the date of the Shareholders' Meeting (and therefore by April 8, 2025), subject to the publication of the slates according to the legally required manner;

b) Slates may be filed by sending a certified e-mail to aeroporto.marconi@pec.bologna-airport.it from a certified e-mail address. All shareholders may present or participate in the presentation of only one slate. Shareholders involved in a shareholder agreement, as defined by Article 122 of the CFA and subsequent amendments, and also the parent company, the subsidiaries and those subject to common control, may present, or participate in presenting, only one slate. Participations and votes expressed in violation of the prohibition established in this paragraph shall not be assigned to any slate. Each candidate may run on one slate only, on penalty of ineligibility. Only shareholders who individually or together with other shareholders hold at least 2.50% of the share capital with voting rights at the Ordinary Shareholders' Meeting have the right to present slates;

c) The shareholders shall send to the registered office of the Company, together with the slates or even subsequent to filing, though by the slate publication deadline (therefore by April 8, 2025), the communication proving their shareholding. The declarations of the individual candidates, in which they accept their candidacies and certify, in good faith, the inexistence of any cause of ineligibility or incompatibility, as well as the satisfaction of the requirements prescribed by applicable law and the By-Laws for their respective offices, must be lodged together with each slate. The declarations shall be accompanied by a curriculum vitae for each candidate, with an indication, where appropriate, of the fact that the candidate qualifies as independent. All those entitled to vote shall vote for only one slate. In addition, the Directors should satisfy the legal or regulatory requirements and those set out in the Corporate Governance Code, as per that outlined above.

The Report containing the "Guidelines and Recommendations of the Board of Directors on the Quantitative and Qualitative Composition of the Board of Directors" approved by the outgoing Board is available on the Company's website www.bologna-airport.it in the Investor Relations/Corporate Governance section.

We note that, as indicated in Recommendation 23 of the Corporate Governance Code, those submitting a slate containing more than half of the members to be elected, must provide adequate information, in the documentation submitted for the slate filing, as to whether it satisfies the directions expressed by the aforementioned guidelines, and to specify their candidate for the office of Board of Directors' Chairperson, to be appointed as specified in the Company's By-Laws.

Finally, as regards the remuneration of the new Directors, the outgoing Board proposes that the Shareholders' Meeting called establishes the remuneration for Directors as per Article 2389, paragraph 1 of the Civil Code, in the amount of Euro 20,000.00 (twenty thousand) gross for each Director for every financial year of the Board's mandate. The Board also proses to recognise to each member of the Board of Directors the reimbursement of expenses incurred for the undertaking of office, where duly documented as per company policy, along with the insurance coverage provided by the AdB S.p.A. remuneration policy in force from time to time. All such remuneration shall be settled on a quarterly basis.

The new proposal submitted by the Board for a Shareholders' Meeting vote is motivated by an updated reconsideration of the Group's business structure, scope and areas of operations, also taking into account the areas subject to regulation, new risk profiles affecting and significant to the Issuer and, therefore, the new challenges and responsibilities of the Board of Directors.

In accordance with Article 22 of the By-Laws, the remuneration of Executive Directors shall be established by the Board of Directors, after consultation with the Board of Statutory Auditors, as per Article 2389, paragraph 3, first part of the Civil Code. In calculating this compensation, account shall also be taken of the principles set out in the Company's remuneration policy and the recommendations expressed by the Committee on this matter.

The Board of Directors, therefore, submits to the Shareholders' Meeting the following motions concerning the fifth matter on the Agenda:

5.1. Motion concerning the NUMBER OF MEMBERS

"The Ordinary Shareholders' Meeting of Aeroporto Guglielmo Marconi di Bologna S.p.A.,

resolves

to establish the number of members of the Board of Directors as 10.

This motion

is therefore put to the vote and is considered approved with the favourable vote of [●], As per the annexed details."

5.2. Proposal concerning DETERMINATION OF DURATION IN OFFICE

"The Ordinary Shareholders' Meeting of Aeroporto Guglielmo Marconi di Bologna S.p.A.,

resolves

to establish as three years, and therefore until the Shareholders' Meeting called to approve the financial statements at December 31, 2027, the duration of mandate;

This motion

is therefore put to the vote and is considered approved with the favourable vote of [●], As per the annexed details."

*

5.3. Proposal concerning APPOINTMENT OF MEMBERS BY SLATE VOTING AND SUBSEQUENT APPOINTMENT OF THE CHAIRPERSON.

"The Chairperson thereafter proceeds with the appointment of Directors through slate voting:

i.indicating that two-thirds (rounded up to the nearest whole number) of Directors shall be elected from the slate obtaining the highest number of votes, while the remaining Directors will be drawn from the other slates according to the numbering presented; for this purpose, the votes obtained by these slates will be divided successively by one, two, three and so forth according to the numbers of Directors to be elected. The numbers obtained in this way are attributed to the candidates of such slates, in the order in which they rank in the slate. The numbers thus attributed to the candidates of the various slates are arranged in decreasing order in a single ranking. The candidates who obtain the highest numbers will become Directors.

ii.stating that slates presented for the renewable of the Board of Directors, as per the document distributed on entering the hall, are [●] and specifically:

Slate 1, presented by [●]: [●]

Slate [●], presented by [●]: [●]

• iii.inviting shareholders who intend to withdraw from the meeting before voting to communicate such to personnel in the hall, so that their shares shall not be considered present;
• iv.communicating that, at the time of [●], [●] shares are represented, with voting rights equivalent to [●]% of the total ordinary shares;

v.submitting to voting at the time of [●] the slates presented. The result of voting was as follows.

Slate 1: (i) in favour: [●] shares; (ii) against: [●] shares; (iii) abstaining: [●] shares; Slate [●]: (i) in favour: [●] shares; (ii) against: [●] shares; (iii) abstaining: [●] shares ...; All as per the annexed details.

The Chairperson therefore indicates that Slate [●] obtained the majority of votes, with therefore [●] Directors selected according to their respective numbering and precisely: [●]. Applying the voting mechanism outlined above, Director [●] is elected from slate [●], Director [●] from slate [●] and from slate [●] the remaining Director [●] is elected. Therefore, the Chairperson declares the new Board of Directors for the financial years 2025, 2026 and 2027 elected in the persons of those indicated above.

As established by Article 14 of the By-Laws, the position of Chairperson of the Board of Directors is held by the Director [●], as the first candidate from the slate obtaining the highest number of votes.

The Chairperson thereafter states that the assessment of the newly appointed Directors as independent and that they satisfy the statutory requirements shall be made by the next appropriate Board of Directors' meeting, as recommended by Corporate Governance Code."

*

5.4. Motion concerning possible AUTHORISATION IN ACCORDANCE WITH ARTICLE 2390 OF THE CIVIL CODE.

Dear Shareholders,

the Ordinary Shareholders' Meeting called for APRIL 29, 2025, in single call, is required to consider the authorisation in accordance with Article 2390 of the Civil Code.

In this regard, the Shareholders' Meeting of April 29, 2019 has already, on the appointment of a number of Minority Directors, assessed the documentation accompanying the slate of candidates and had expressed the authorisation in accordance with Article 2390 of the Civil Code for the Directors Laura Pascotto and Marco Troncone as they held Directorships, at that date, in other airport management companies which potentially compete with AdB S.p.A. The Shareholders' Meeting of April 26, 2021 expressed the same opinion for the Directors Laura Pascotto and Marco Troncone, having assessed their changed and expanded role, which is also executive, and their responsibilities within other airport management companies. On the same occasion it also assessed the appointment of Mr. Giovanni Cavallaro, in the role of Director co-opted by the administrative body.

Most recently, the Shareholders' Meeting of April 26, 2022, once again confirmed the authorisation under Article 2390 of the Civil Code for Directors Laura Pascotto and Giovanni Cavallaro, subject to evaluation of their role (executive and/or with Senior Executive responsibilities) and their obligations, in general, at other airport management companies.

The Board of Directors - while reserving the right to examine and take note of the slates that will be proposed to the Shareholders' Meeting - informs the Shareholders' Meeting in general terms that the authorisations granted to date in accordance with Article 2390 of the Civil Code have enabled the Company to draw on the professionalism, experience and skills of the Directors who hold positions in competing companies. These in turn represent a resource and a valuable opportunity for comparison and exchange of information and best practices - at all times within the limits of fair competition and confidentiality - for the Board, all of which comes in addition to the professionalism ensured by the majority of the members of the Board of Directors. Even the assumption of more strategic and executive roles by the Directors during the concluded mandate (authorised in accordance with Article 2390 of the Civil Code) never jeopardised their proper conduct and management and in fact represented an opportunity to share information and engage in detailed discussions for strategic and decision-making purposes in general and in the exclusive interest of the Company. In fact, the ability to act in competition also seems applicable to Non-Executive Directors, considering that the functions which remain assigned to the Board, even after having fully delegated its powers, are management functions, which, moreover, compete with the activities carried out by the delegated bodies, which the Board can replace at any time; consequently, even a Non-Executive Director retains the ability to significantly influence the management of the competing company. Article 2390 of the Civil Code requires authorisation for all Directors and not only for those to whom powers are delegated, thereby acknowledging that it is not pertinent, for the purposes of the need for the Shareholders' Meeting consent, whether or not an executive role is taken on within the Board.

The Board of Directors deems it appropriate to present the above cases to the Shareholders' Meeting in order to confirm both (i) the previously granted authorisation, where necessary, of some authorised Directors who may once again be nominated on the slates for appointment of the Board of Directors, and (ii) of any new authorisation in accordance with Article 2390 of the Civil Code, where these slates list candidates with expertise, professionalism and experience generally ascribable and related to the aforementioned positions in airport management companies, provided that they do not operate in geographical areas that compete directly with the Company because they operate within the catchment area of the Bologna airport operator. In this regard, reference should be made to the slates to be submitted by the regulatory deadlines and to the attached CVs of the candidate Directors for the three-year term 2025-2027.

We therefore submit for your approval the following motion:

"The Ordinary Shareholders' Meeting of Aeroporto Guglielmo Marconi di Bologna S.p.A., having heard the statement made by the Chairperson and having evaluated the curricula and the positions currently held by the Directors [●]

resolves

to authorise, in accordance with Article 2390, paragraph 1, of the Civil Code, the Directors [●] in their positions and roles in companies in competition with AdB S.p.A. as an express exception to the non-competition clause pursuant to Article 2390.

This motion

is therefore put to the vote and is considered approved with the favourable vote of [●], As per the annexed details."

*

5.5. Proposal concerning the ESTABLISHMENT OF THE REMUNERATION OF BOARD MEMBERS.

"The Ordinary Shareholders' Meeting of Aeroporto Guglielmo Marconi di Bologna S.p.A.,

resolves

• a) to establish as Euro 20,000.00 (twenty thousand) the gross annual remuneration for each member of the Board of Directors in accordance with Article 2389, paragraph 1 of the Civil Code, subject to the faculty of the Board to set the remuneration for Executive Directors in accordance with Article 2389, paragraph 3, first part of the Civil Code;
• b) to recognise to each member of the Board of Directors the reimbursement of expenses incurred for the undertaking of office, where duly documented as per company policy, along with the insurance coverage provided by the AdB S.p.A. remuneration policy in force from time to time.

In the case of appointment or replacement during the year, the fee is proportional to the effective period in office. All such remuneration shall be settled on a quarterly basis.

This motion

is therefore put to the vote and is considered approved with the favourable vote of [●], As per the annexed details."

* * * * *

6. APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS PURSUANT TO ARTICLE 24 OF THE BY-LAWS:

• 6.1 APPOINTMENT OF ONE STATUTORY AUDITOR AND TWO ALTERNATE AUDITORS BY SLATE VOTING, FOLLOWING REVIEW AND VERIFICATION OF THE MINISTERIAL APPOINTMENTS FOR THE POSITIONS OF CHAIRPERSON OF THE BOARD AND ONE STATUTORY AUDITOR;
• 6.2 ESTABLISHMENT OF THE REMUNERATION OF THE BOARD OF STATUTORY AUDITORS.

Dear Shareholders,

with the approval of the Statutory Financial Statements at December 31, 2024 the mandate of the Board of Statutory Auditors in office will conclude and the Ordinary Shareholders' Meeting to be held on APRIL 29, 2025 is therefore called to reappoint this body.

The Board of Statutory Auditors is renewed through slate voting, as per Articles 24 of the By-Laws, which is reported below (for the relative sections concerning the manner of the Board's appointment).

"Article 24

24.1 The Shareholders' Meeting elects the Board of Statutory Auditors, comprising 3 (three) Statutory Auditors, and establishes their remuneration. The Shareholders' Meeting also elects two Alternate Auditors.

24.2 In accordance with Article 11, paragraphs 2 and 3 of the Decree of the Ministry for Transport and Navigation of November 12, 1997, No. 521, the Ministry of Infrastructure and Transport and the Ministry for the Economy and Finance each appoints a Statutory Auditor. The Statutory Auditor appointed by the Ministry for the Economy and Finance assumes the position of Chairperson of the Board of Statutory Auditors.

The efficacy of the above ministerial appointments, where undertaken in a timely manner and, therefore, in advance of the Shareholders' Meeting called for the appointment of the corporate boards, runs from the date of this Shareholders' Meeting. In the absence of ministerial appointments, the Shareholders' Meeting decides by statutory majority without observing the process set out at Article 24.3 below, in compliance however with the gender equality regulation and in such circumstances the chair of the Board of Statutory Auditors is assigned to the Statutory Auditor elected from the slate qualifying as second (as described herein).

24.3 The remaining Statutory Auditor and the Alternate Auditors are appointed by the Shareholders' Meeting on the basis of slates, presented by shareholders, on which the candidates shall be listed progressively and cover at least the remaining positions to be filled. Only shareholders who, individually or together with other shareholders, possess the minimum holding established by Consob for the presentation of slates of candidates for the appointment of the Board of Directors have the right to present slates. For the presentation, filing and publication of slates, the applicable regulation is considered. The slates comprise two sections: one for candidates for the position of Statutory Auditor and the other for the position of Alternate Auditor. The first candidate in each section must be a registered auditor and have practiced the profession of legal auditor for a period of no less than three years. In accordance with the gender equality regulation, the slates should in any case include, as the first candidate on each section of the slate, candidates of the opposing gender.

From the slate obtaining the highest number of votes, one Alternate Auditor is elected, based on the progressive numbering of the slate. From the slate receiving the second highest number of votes expressed by shareholders and which is not linked in any way, even indirectly, either with the slate obtaining the highest number of votes or with the shareholders presenting or voting upon this slate, one Statutory Auditor and one Alternate Auditor is elected in accordance with the applicable regulation and as per the means established by Article 13.3, letter b), to be applied separately to each of the sections in which the other slates are comprised.

24.4 The members of the Board of Statutory Auditors are chosen from among those meeting the professionalism and standing requirements indicated in justice Ministry Decree No. 162 of March 30, 2000. For the purposes of Article 1, paragraph 2, letters b) and c) of this decree, the areas of air navigation law, commercial law, business economics and company finance are considered as closely linked to the Company's operations, in addition to connected areas and sectors of activity or concerning activities carried out by the company and as per Article 4 of the By-Laws. With regard to the composition of the Board of Statutory Auditors, situations of ineligibility and limits on simultaneous positions on governing and control bodies occupied by members of the Board of Statutory Auditors are as set out in applicable laws and regulations.

24.5 For appointing Statutory Auditors outside of the renewal of the entire Board of Statutory Auditors, the Shareholders' Meeting decides by statutory majority and without following the process set out at Article 24.3, although however in such a manner as to ensure that the composition of the Board of Statutory Auditors complies with Article 11, paragraphs 2 and 3, of the Decree of the Ministry for Transport and Navigation of November 12, 1997, No. 521, Article 1, paragraph 1 of the Decree of the Ministry for Justice No. 162 of March 30, 2000, while also complying with the principle of minorities representation and the applicable gender equality regulation. For the replacement of a Statutory Auditor, the Alternate Auditor belonging to the same slate and of the same gender as the resigning or departing member shall join the Board. 24.6 Statutory Auditors may be re-elected."

As established also by the aforementioned Article 24 of the By-Laws, in accordance with Article 11, paragraphs 2 and 3 of the Decree of the Ministry for Transport and Navigation No. 521 of November 12, 1997, the Ministry for Sustainable Infrastructure and Mobility (previously MIT) and the Ministry for the Economy and Finance appointed as ministerial appointee Statutory Auditors at AdB _________ and _________, respectively, on [*], 2025 and [*], 2025. __________, appointed by the Ministry for the Economy and Finance, assumes the position of Chairperson of the Board of Statutory Auditors. The appointments of the these Auditors will be effective from the date of the Shareholders' Meeting called to renew the Board of Statutory Auditors.

[The ministerial appointee Statutory Auditors, whose appointment shall be effective from the date of the Shareholders' Meeting called to renew the Board of Statutory Auditors, shall be announced as soon as known.]

Therefore, slate voting shall exclusively concern the appointment of one Statutory Auditor and two Alternate Auditors.

The holding required to present slates for the appointment of Statutory Auditors was confirmed as 2.50% of the share capital by Consob Executive Resolution No. 123 of January 30, 2025.

We note that, with the renewal of the Corporate Boards for the 2025-2027 three-year period, scheduled for the Shareholders' Meeting of April 29, 2025, at least two-fifths of the Statutory Auditors on the Board shall belong to the under-represented gender as per Article 148-ter, paragraph 1-ter of the CFA in its current version.

The outgoing Board invites Shareholders to view the "Guidelines to the Shareholders Regarding the Renewal of the Board of Statutory Auditors" issued by the outgoing Board of Statutory Auditors, presented to the Board of Directors on March 3, 2025, and published on March 14, 2025 on the Company's website www.bologna-airport.it, in the Investor Relations section.

The outgoing Board also proposes that the Shareholders' Meeting determine the remuneration of the Statutory Auditors, having assessed the updated forecast contained in the Policy submitted to the Shareholders' Meeting vote and also having considered the Guidelines expressed by the Board of Statutory Auditors.

The new proposal submitted by the Board for a Shareholders' Meeting vote considers the current regulations and the structure and parameters suggested by them in relation to the size of the Group, and assesses the Group's business, scope and areas, further considering the areas subject to regulation and the risk profiles significant to the Issuer and, therefore, the control body's new areas of responsibility. The proposal also takes into consideration the "Guidelines to the Shareholders Regarding the Renewal of the Board of Statutory Auditors" prepared by the outgoing control body.

It is therefore proposed that the remuneration of the Issuer's Statutory Auditors be determined for the term of office for the financial years 2025-2027 as an all-inclusive lump sum, for all the activities required by current legislation and also by the Corporate Governance Code, with which the Issuer complies, as follows:

• 1. Euro 45,000.00 as gross annual remuneration for each Statutory Auditor;
• 1. Euro 58,500.00 as gross annual remuneration for the Chairperson of the Board of Statutory Auditors;

in addition to the reimbursement of expenses incurred for the undertaking of office, where duly documented as per company policy, along with the insurance coverage provided by the AdB S.p.A. remuneration policy in force from time to time.

• 1. in the case of appointment or replacement during the year, the fee is proportional to the effective period in office;
• 1. all such remuneration shall be settled on a quarterly basis.

The outgoing Board therefore invites Shareholders to present slates for the appointment of a Statutory Auditor and of the Alternate Auditors.

With regards to the means for the presentation of slates for the election of a Statutory Auditor and of the Alternate Auditors, such must be filed at the registered office of the Company (Bologna, Via Triumvirato 84) by the twenty-fifth day prior to the date of the Shareholders' Meeting (and therefore by April 4, 2025); the slates shall be made available to the public at the registered office, on the website and at the market management company at least twenty-one days before the date of the Shareholders' Meeting (and therefore by April 8, 2025), subject to the publication of the slates according to the legally required manner. The slates shall be published by the filing Shareholders, with reimbursement of costs by the Company.

The slates may be filed by sending a certified e-mail to aeroporto.marconi@pec.bologna-airport.it from a certified e-mail address. in accordance with Article 144-sexies, paragraph 4-ter of the Issuers' Regulation. Only Shareholders who individually or together with other Shareholders hold at least 2.50% of the share capital with voting rights at the Ordinary Shareholders' Meeting have the right to present slates. Shareholders' must send to the registered office of the Company, together with the slates or even subsequent to filing, though by the slate publication deadline (therefore by April 8, 2025), the certification proving their shareholding. On the presentation of slates through electronic e-mail the presenters should also attach a valid identity document.

In the case in which, within the filing conditions for slates indicated above, only one slate is filed or only slates presented by shareholders which are related, notice is given without delay and consequently slates may be presented until the end of the third succeeding day (and therefore by April 7, 2025) by shareholders who individually, or together with other shareholders, hold shares representing at least 1.25% of the share capital with voting rights at the Ordinary Shareholders' Meeting.

Each shareholder may vote for only one slate.

The powers, duties and duration of office of Statutory Auditors are those established by law. Those who in accordance with law are considered ineligible or prohibited from taking office or who do not meet the set requirements may not be elected as Statutory Auditors and, where elected, forfeit the role. The requirement at Article 1, paragraph 2, letters b) and c), and paragraph 3 of the decree of the Ministry of Justice No. 162 of March 30, 2000 establishes that the professional experience required concerns respectively: (i) the sector of activity of the company; (ii) the legal, economic, financial and technical-scientific aspects related to the sectors at (i) above. In addition to the legally established cases, those holding the position of Statutory Auditor in more than 5 (five) Italian companies listed on Italian regulated markets may not be elected as Statutory Auditor and where elected forfeit the role. The additional provisions on the cumulative limit of offices established by Article 144-terdecies of the CFA is applied.

Slates comprising 2 (two) sections are presented: one for the appointment of the Statutory Auditor and the other for the appointment of the Alternate Auditors. The slates must not include more candidates than that to be elected, listed by means of progressive numbering.

The Board of Directors, therefore, submits to the Shareholders' Meeting the following proposal concerning the sixth matter on the Agenda:

6.1 Proposal concerning APPOINTMENT OF ONE STATUTORY AUDITOR AND TWO ALTERNATE AUDITORS BY SLATE VOTING, FOLLOWING REVIEW AND VERIFICATION OF THE MINISTERIAL APPOINTMENTS FOR THE POSITIONS OF CHAIRPERSON OF THE BOARD AND ONE STATUTORY AUDITOR.

"The Chairperson thereafter proceeds with the appointment of the Statutory Auditors. He states that:

(i) in accordance with law and the By-Laws, the Ministry for Sustainable Infrastructure and Mobility and the Ministry for the Economy and Finance appointed Ms. Francesca Aielli and Ms. Rosalba Cotroneo, respectively (the latter acting also as Chairperson of the Board of Statutory Auditors), as members of the Board of Statutory Auditors. This appointment shall be effective from the date of today's Shareholders' Meeting;

(ii) the slates presented for the appointment of the remaining Statutory Auditor and of the Alternate Auditors, as per the document distributed on entering the hall, are [●] and specifically:

Slate 1, presented by [●]: [●]

Slate [●], presented by [●]: [●]

(iii) that, after inviting the shareholders who wish to leave before the voting to communicate such to the personnel present in the hall, so that their shares may not be considered present; at the time of[●] [●] shares are represented, with voting rights equivalent to [●]% of the total ordinary shares; at the time of [●] the slates presented are subject to voting.

The result of voting was as follows.

Slate 1: (i) in favour: [●] shares; (ii) against: [●] shares; (iii) abstaining: [●] shares;

Slate [●]: (i) in favour: [●] shares; (ii) against: [●] shares; (iii) abstaining: [●] shares;

As per the annexed details.

The Chairperson therefore indicates that Slate [●] obtained the majority of votes, from which therefore, according to the order of listing, one Alternate Auditor, is elected, while slate [●] received the second number of votes, from which therefore one Statutory Auditor and one Alternate Auditor is elected.

Therefore, the Chairperson declares elected on the basis of voting the new Board of Statutory Auditors in office for the three years of 2025, 2026 and 2027, in the persons of: _______, Chairperson, _________ and [●] (Statutory Auditors) and [●] and [●], (Alternate Auditors).

The mandate of the new Board of Statutory Auditors shall conclude with the approval of the financial statements of Aeroporto Guglielmo Marconi di Bologna S.p.A. at December 31, 2027.

The Chairperson thereafter states that the assessment of the newly appointed Statutory Auditors as independent and that they satisfy the statutory requirements shall be made by the next appropriate Board of Statutory Auditors' meeting, as recommended by Corporate Governance Code."

6.2 Proposal concerning the ESTABLISHMENT OF THE REMUNERATION OF THE BOARD OF STATUTORY AUDITORS.

*

"The Ordinary Shareholders' Meeting of Aeroporto Guglielmo Marconi di Bologna S.p.A.,

resolves

• a) to establish the gross annual remuneration for each Statutory Auditor at Euro 45,000.00 (forty-five thousand);
• b) to establish the gross annual remuneration for the Chairperson of the Board of Statutory Auditors at Euro 58,500.00 (fifty-eight thousand, five hundred);
• c) to recognise to each member of the Board of Statutory Auditors the reimbursement of expenses incurred for the undertaking of office, where duly documented as per company policy, along with the insurance coverage provided by the AdB S.p.A. remuneration policy in force from time to time.

In the case of appointment or replacement during the year, the fee is proportional to the effective period in office. All such remuneration shall be settled on a quarterly basis.

This motion

is therefore put to the vote and is considered approved with the favourable vote of [●], As per the annexed details."

***

Bologna, March 14, 2025

The Chairperson of the Board of Directors

Enrico Postacchini

Aeroporto di Bologna offsets the environmental impact of its Shareholders' Meeting by supporting environmental projects that are chosen by experts in the field and verified by the most comprehensive and rigorous international standards.