Aeffe

Governance Information • Mar 27, 2025

Courtesy Translation. In any case of discrepancy, the Italian text prevails.

REPORT

ON CORPORATE GOVERNANCE AND THE OWNERSHIP STRUCTURE

pursuant to art. 123-bis of the Consolidated Finance Law (TUF) (traditional administration and control model)

Issuer: Aeffe S.p.A. Website: www.aeffe.com Year covered by the Report: 2024 Date of approval of the Report: 14th March 2025

CONTENTS

CONTENTS	2
GLOSSARY	4
1. PROFILE OF THE ISSUER	5
2. INFORMATION ON THE OWNERSHIP STRUCTURE (pursuant to art. 123-bis, TUF)	6
a) share capital structure (para. 1.a) of art. 123-bis, TUF)	6
b) restrictions on the transfer of securities (para. 1.b) of art. 123-bis, TUF)	6
c) significant interests in share capital (para. 1.c) of art. 123-bis, TUF)	7
d) securities carrying special rights (para. 1.d) of art. 123-bis, TUF)	7
e) shares owned by employees: exercise of voting rights (para. 1.e) of art. 123-bis, TUF)	7
f) restrictions on voting rights (para. 1.f) of art. 123-bis, TUF)	7
g) shareholders' agreements (para. 1.g) of art. 123-bis, TUF)	7
h) change of control clauses (para. 1.h) of art. 123-bis, TUF) and articles of association governing public offers (para. 1-ter of art. 104 and para. 1 of art. 104-bis)	8
i) mandates to increase share capital and authorization to purchase treasury shares (para. 1.m) of art. 123-bis, TUF)	8
j) management and coordination activities (art. 2498 et seq. c.c.)	8
3. COMPLIANCE (para. 2.a) of art. 123-bis, TUF)	10
4. BOARD OF DIRECTORS	15
4.1 ROLE OF THE BOARD OF DIRECTORS	15
4.2 APPOINTMENT AND REPLACEMENT (PARA. 1.L) OF ART. 123-BIS, TUF)	17
4.3 COMPOSITION OF THE BOARD OF DIRECTORS (PARA. 2, LETTERS D) AND D-BIS) OF ART. 123-BIS, TUF) 20
4.4. FUNCTIONING OF THE BOARD OF DIRECTORS	23
4.5 ROLE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS	24
4.6 EXECUTIVE DIRECTORS	26
4.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR	29
5. DEALING WITH CORPORATE INFORMATION	32
6. BOARD COMMITTEES (para. 2.d) of art. 123-bis, TUF)	33
7. SELF-ASSESSMENT OF DIRECTORS AND SUCCESSION APPOINTMENTS COMMITTEE	34
7.1 SELF-ASSESSMENT OF DIRECTORS AND SUCCESSION	34
7.2 APPOINTMENTS COMMITTEE	36
8. REMUNERATION OF DIRECTORS - COMPENSATION COMMITTEE	37
8.1 REMUNERATION OF DIRECTORS	37
8.2 COMPENSATION COMMITTEE	37

9. SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENT CONTROL, RISKS AND SUSTAINABILITY COMMITTEE	38
9.1 CHIEF EXECUTIVE OFFICER	39
9.2 CONTROL, RISKS AND SUSTAINABILITY COMMITTEE	39
9.3 INTERNAL AUDIT MANAGER	41
9.4 ORGANIZATIONAL MODEL, LEGISLATIVE DECREE 231/2001	42
9.5 INDEPENDENT AUDITORS	42
9.6 EXECUTIVE RESPONSIBLE FOR PREPARING THE ISSUER'S ACCOUNTING DOCUMENTATION AND OTHER ROLE AND BUSINESS FUNCTIONS	42
9.7 COORDINATION AMONG PERSONS INVOLVED IN THE SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENT	45
10. DIRECTORS' INTERESTS AND TRANSACTIONS WITH RELATED PARTIES	46
11. BOARD OF STATUTORY AUDITORS	47
11.1 APPOINTMENT AND REPLACEMENT	47
11.2 COMPOSITION AND FUNCTIONING (PARA. 2, LETTERS E), D) AND D)-BIS OF ART. 123-BIS, TUF)	51
12. RELATIONS WITH SHAREHOLDERS	54
13. SHAREHOLDERS' MEETINGS (para. 2.c) of art. 123-bis, TUF)	56
14. FURTHER CORPORATE GOVERNANCE ACTIVITIES (para. 2.a) of art. 123-bis, TUF)	59
15. CHANGES SUBSEQUENT TO YEAR END	59
16. COMMENTS ON THE LETTER FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE	59
TABLES
TABLE 1: INFORMATION ABOUT THE OWNERSHIP STRUCTURE AS AT 14/03/24	61
TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS	63

TABLE 3: STRUCTURE OF THE BOARD COMMITTEES	65
TABLE 4: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS	67

GLOSSARY

Code/Corporate Governance Code: the Corporate Governance Code approved in January 2020 by the Corporate Governance Committee

Cod. civ./ c.c.: the Italian Civil Code.

Committee/CG Committee/Corporate Governance Committee: the Italian Committee for the Corporate Governance of listed companies promoted by, in addition to Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria.

Board: the Issuer's Board of Directors.

Issuer: the issuer of securities to which the Report relates: Aeffe S.p.A., with registered offices at via delle Querce 51, San Giovanni in Marignano (Rimini), share capital € 26,840,626.00, Rimini Companies Register and Tax Code no. 01928480407, Rimini Business Register (R.E.A.) no. 227228.

Year: the financial year covered by the Report.

Consob's Issuers' Regulation: the Regulation governing issuers approved by Consob Resolution no. 11971/1999 (as amended).

Consob's Market Regulation: the Regulation governing market matters approved by Consob Resolution no. 20249/2017.

Consob's Related Parties Regulation: the Regulation governing transactions with related parties approved by Consob Resolution no. 17221 dated 12th March 2010 (as subsequently amended).

Report: the report on corporate governance and the ownership structure that companies are required to prepare and publish pursuant to art. 123-bis of the Consolidated Finance Law (TUF).

Remuneration Report: the report on remuneration policies and compensation paid that companies are required to prepare and publish pursuant to arts. 123-ter and 84-quater of Consob's Issuers' Regulation.

TUF: Legislative Decree 58 dated 24th February 1998 (Consolidated Finance Law), as amended.

Unless specified otherwise, reference is also made to the definitions contained in the CG Code for: directors, executive directors [see Q. Def. (1) and Q. Def. (2)], independent directors, significant shareholder, chief executive officer (CEO), administrative body, control body, business plan, company with concentrated ownership, large company, sustainable success, top management

1. PROFILE OF THE ISSUER

The Aeffe Group operates at an international level in the fashion and luxury sector, producing and distributing a wide range of products that include ready-to-wear, footwear and leather goods, lingerie and beachwear. With a constant focus on uniqueness and exclusivity, the Group develops, produces and distributes collections for both its house brands, including "Alberta Ferretti", "Moschino" and "Pollini". In addition, the Group has licensed the production and distribution of additional accessories and products to leading partners, in order to complete its range (perfumes, kids and junior lines, watches and eyewear).

The activities of the Aeffe Group are organized into two segments based on the various brands and product lines: the Ready-to-wear division, comprising the business activities of Aeffe and Moschino, is mainly focused on the creation, production and distribution of luxury ready-to-wear collections, as well as collections of lingerie, beachwear and loungewear. Distribution covers both the retail and the wholesale channels. This division also manages the licenses granted to nongroup companies for the production of lines under the brand names owned by Aeffe and Moschino. The Footwear and leather goods division, comprising Pollini and its subsidiaries, mainly operates in the creation, production and distribution of footwear, small leather goods, bags and coordinated accessories, using exclusive-quality materials. It is also responsible for managing the licensing contracts granted to non-group companies for the creation of Pollini-brand product lines.

In compliance with regulatory requirements, this report contains a general description of the system of governance adopted by the company and provides information about the ownership structure and adoption of the Corporate Governance Code.

The Company adopts a traditional system of administration and control, in which the Board of Directors plays a central role.

In accordance with the law, the accounting checks are performed by an auditing firm.

The Issuer's system of corporate governance, being the set of rules and methodologies for the planning, management and control of activities that ensure the proper and transparent functioning of the Company, has been devised by the Board of Directors (i) in compliance with the regulations applicable to the Company as a listed Issuer, (ii) in accordance with the Corporate Governance Code and (iii) to reflect domestic and international best practices.

Governance of the Company is therefore founded on: (i) the guiding role of the Board of Directors in determining the strategic direction; (ii) the transparency of operational decisions both within the Company and in relation to the market; (iii) the definition of a policy for remunerating the directors and executives with strategic responsibilities in compliance with the provisions of the Code; (iv) the careful management of potential conflicts of interest; and (v) clear procedural rules for the conduct of related-party transactions, in accordance with the regulations in force, and for the processing of corporate information.

The specific role of the Board of Directors is described in Section 4.1 of this Report.

The mission of the Company is to create value for all shareholders, employees, customers and vendors.

The Issuer is qualified as an SME according to the meaning of article 1(1) w-quater1) of TUF and art. 2-ter of Consob's Issuers' Regulation and is also indicated as such on the Consob website.

The Issuer satisfies the Code definition for a "company that is not large with concentrated ownership".

2. INFORMATION ON THE OWNERSHIP STRUCTURE (ART. 123-BIS, TUF)

(A) SHARE CAPITAL STRUCTURE (ART. 123-BIS(1) A), TUF)

The issued and fully-paid share capital of the Issuer amounts to Euro 26,840,626.00, represented by 107,362,504 ordinary shares, nominal value Euro 0.25 each, that are listed solely in the STAR segment of the MTA. The categories of shares outstanding are indicated in the following table.

SHARE CAPITAL STRUCTURE
	NO. OF SHARES	% OF SHARE CAPITAL	LISTED IN STAR SEGMENT	RIGHTS AND OBLIGATIONS
ORDINARY SHARES (increased voting rights not envisaged)	107,362,504	100%	107,362,504	RIGHTS AND OBLIGATIONS ASSOCIATED WITH ORDINARY SHARES
PREFERENCE SHARES	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
SHARES WITH MULTIPLE VOTING RIGHTS	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
OTHER CATEGORIES OF SHARE WITH VOTING RIGHTS	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
SAVINGS SHARES	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
CONVERTIBLE SAVINGS SHARES	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
OTHER CATEGORIES OF SHARE WITHOUT VOTING RIGHTS	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
OTHER	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE

The Issuer has not issued any financial instruments carrying the right to subscribe for new shares.

(B) Restrictions on the transfer of securities (art. 123-bis(1) b), TUF)

The Articles of Association do not envisage restrictions on the transfer of securities.

(C) Significant interests in share capital (para. 1.c) of art. 123-bis, TUF)

Based on the communications made to Consob pursuant to art. 120 TUF, the following significant, direct or indirect interests in the share capital of the Issuer were held as at 15th March 2023. As the Issuer is an SME pursuant to art. 120 TUF, only significant interests greater than 5% of the share capital are indicated.

SIGNIFICANT INTERESTS IN SHARE CAPITAL
Declarant	Direct ownership	% of ordinary capital	% of voting capital
COLLOPORTUS S.R.L.	COLLOPORTUS S.R.L.	30.899	30.899
FQUATTRO S.R.L	FQUATTRO S.R.L	30.899	30.899
AEFFE S.P.A.	AEFFE SPA	8.325	8.325

(D) Securities carrying special rights (para. 1.d) of art. 123-bis, TUF)

The Issuer has not issued any securities carrying special rights of control.

(E) Shareholdings of employees: mechanism for exercising voting rights (ex art. 123 bis(1) e), TUF)

Employees who own shares in the Issuer exercise their voting rights directly, in accordance with the provisions of the Articles of Association.

(F) Restrictions on voting rights (ex art. 123-bis(1) f), TUF)

At the date of this Report, there are no restrictions and/or limitations on voting rights in relation to the Issuer's shares.

(G) Shareholders' agreements (ex art. 123-bis(1) g), TUF)

With reference to the provisions of Article 122 of the TUF, it is noted that on July 18, 2024, Alberta Ferretti and Massimo Ferretti, owners of 100% of the share capital of Colloportus S.r.l. and FQuattro S.r.l., respectively, finalized a shareholders' agreement (the "Shareholders' Agreement") concerning the governance of the Company and the transfer of Aeffe shares. The purpose of this agreement is to ensure management and ownership stability without any substantial discontinuity from their pre-existing relationships. The provisions of the Shareholders' Agreement are classified as significant shareholders' agreements pursuant to Article 122, paragraph 1 and paragraph 5, letters a) and b), of the TUF.

Pursuant to the Shareholders' Agreement, the Parties undertake:

(i) to consult each other—and ensure that their respective companies consult each other—before exercising the rights and fulfilling the obligations related to their respective stakes in these companies and to their shares in Aeffe, particularly in order to share and agree on a unified voting stance to be expressed through their respective companies at Aeffe's shareholders' meetings. This expressly includes defining and submitting a single list of candidates for the appointment of the Company's Board of Directors and Board of Statutory Auditors;

(ii) to exercise their voting rights at Aeffe's shareholders' meetings through their respective companies in a unified manner, in accordance with what has been agreed during consultations. If no agreement is reached, they commit to voting as a unit against the approval of resolutions for which they have not reached a common and uniform voting direction;

(iii) to ensure that each of their respective companies does not transfer, in whole or in part, its Aeffe shares to third parties (other than companies or other entities directly or indirectly controlled by the same Parties pursuant to Article 2359, paragraph 1, no. 1 of the Italian Civil Code) without the prior written consent of the other Party. Furthermore, for transfers to third parties other than Related Parties, each Party is granted a right of first refusal.

The Shareholders' Agreement entered into force on the signing date of July 18, 2024, and binds the Parties for a period of three years from that date. It will be automatically renewed for additional three-year periods unless either Party notifies the other in writing of its intention not to renew it, with at least 90 days' notice before the original expiration or any subsequent renewal.

Notwithstanding the above, the Parties have agreed that the Shareholders' Agreement shall cease to be effective if they no longer, collectively, directly or indirectly (taking into account any stakes transferred to one or more related parties), hold the majority of voting shares at Aeffe's ordinary shareholders' meetings.

.

(H) Change of control clauses (para. 1.h) of art. 123-bis, TUF) and Articles of Association governing public offers (para. 1-ter of art. 104 and para. 1 of art. 104-bis, TUF)

At the date of this Report, the Issuer and its subsidiaries have not signed any significant agreements that would become effective or would be modified or terminated upon a change in control over the Issuer or its subsidiaries.

The Articles of Association of the Issuer do not contain exceptions to the passivity rule envisaged in paras. 1 and 1-bis of art. 104, TUF; furthermore, the Articles of Association do not envisage application of the neutralization rules contained in paras. 2 and 3 of art. 104-bis, TUF.

(I) Mandates to increase share capital and authorization to purchase treasury shares (para. 1.m) of art. 123-bis, TUF)

The Board has not been granted any mandates to increase share capital pursuant to art. 2443 c.c., or to issue equity instruments.

Pursuant to the shareholders' resolution adopted on 3rd March 2008, 18th April 2019 and 28th April 2021, the Issuer has purchased and currently owns 8,937,519 treasury shares, representing 8.325% of share capital.

(J) Management and coordination activities (art. 2497 et seq. c.c.)

As of the date of this Report, the company Colloportus S.r.l., wholly owned by Alberta Ferretti, directly holds 33,173,845 ordinary shares, representing 30.899% of the share capital. The company FQuattro S.r.l., wholly owned by Massimo Ferretti, directly holds 33,173,845 ordinary shares, representing 30.899% of the share capital.

The above-mentioned companies are bound by the provisions of the shareholders' agreements referred to in the previous section G, and are therefore required to consult each other for the coordinated exercise of rights and the fulfillment of obligations related to their respective stakes in Aeffe.

Considering that Colloportus and FQuattro (i) do not issue directives to their subsidiary and (ii) there is no significant organizational-functional connection between the two companies and Aeffe, the Issuer believes that it operates, and has always operated, under conditions of corporate and entrepreneurial autonomy with respect to these two companies.

The relationships with these companies, in fact, are strictly limited to:

(a) the normal exercise of administrative and financial rights inherent in shareholder status (voting in shareholders' meetings, collection of dividends);

(b) the receipt, by the delegated bodies of Colloportus and FQuattro, of the information provided by the Issuer in accordance with Article 2381, paragraph 5, of the Italian Civil Code.

***

The information required by para. 1.i) of art. 123-bis, TUF, is presented in the remuneration report published pursuant to art. 123-ter, TUF, while that required by para. 1.l) first part, of art. 123-bis, TUF, is presented in the section of the Report relating to the Board of Directors and that required by para. 1.l) second part, of art. 123-bis, TUF, is presented in the section of the Report relating to the Shareholders' Meeting.

3. COMPLIANCE (ART. 123 BIS(2) A), TUF.

The Issuer has adopted the CG Code, which is available to the public on the website of the Corporate Governance Committee of Borsa Italiana (http: //www.borsaitaliana.it/comitatocorporate-governance/codice/2020/pdf).

Neither the Issuer nor its subsidiaries of strategic significance are subject to non-Italian legislation that would influence the way their corporate governance is organized.

SUMMARY ESSENTIAL INFORMATION ABOUT ADOPTION OR NON-ADOPTION OF SPECIFIC RECOMMENDATIONS MADE IN THE CODE

Adoption by the Issuer of Codes of Conduct	The Issuer applies the Corporate
	Governance Code issued by Borsa
	Italiana (the "CGC")
Role of the Board of Directors	Applied by the Issuer
Principles I, II, III, IV CGC	Section 4.1 of the Report on
Recommendations 1 c, d, e, f CGC	Corporate Governance
Recommendation 2 CGC	Section 8 of the Report on Corporate
Recommendation 3 CGC	Governance
	Section 9 of the Report on Corporate
	Governance
Composition of the Board of Directors	Applied by the Issuer
Principles V, VI and VII CGC	Section 4.3 of the Report on
Recommendation 8 CGC	Corporate Governance
Recommendation 15 CGC	Not applied by the Issuer
	Section 4.3 of the Report, paragraph
	on "Maximum number of
	appointments held in other
	companies"
Recommendation 5 CGC	Applied by the Issuer
Recommendation 6 CGC	Section 4.7 of the Report on
Recommendation 7 CGC	Corporate Governance
Recommendation 10 CGC
Recommendation 13 CGC	Applied by the Issuer
	Section 4.7 of the Report on
	Corporate Governance, paragraph on
	"Lead Independent Director"
Functioning of the Board of Directors	Applied by the Issuer
Principle IX CGC	Section 4.4 of the Report on
Recommendation 11 CGC	Corporate Governance
Activities of the Board of Directors and time	Applied by the Issuer
available guaranteed by each Director	Section 4.4 of the Report on
Principle XII CGC	Corporate Governance and Table 2
Role of the Chairman of the Board of Directors	Applied by the Issuer
Principle X CGC	Section 4.58-9 of the Report on
Recommendation 3 CGC	Corporate Governance
Recommendation 4 CGC	Section 4.6 of the Report on
Recommendations 12 b, c, d, e CGC;	Corporate Governance
Recommendation 18 CGC	Table 3 8-9 in the Report on Corporate
	Governance
Dealing with Corporate Information	Applied by the Issuer
Recommendation 1 f CGC	Section 5 of the Report on Corporate
	Governance

Board Committees	Applied by the Issuer
Principle XI CGC
Recommendation 1 f CGC
Recommendation 16 CGC	Section 4.1 of the Report on Corporate Governance
Recommendation 17 CGC	Section 6 of the Report on Corporate
	Governance
Directors' Self-assessment
Principle XIV CGC	Applied by the Issuer
Recommendation 21 CGC	Section 7.1 of the Report on
Recommendation 22 CGC	Corporate Governance
Recommendation 23 CGC
Succession of Directors	Not yet applied by the Issuer, but to
Principle XIV CGC	be applied
	Section 7.2 of the Report on
	Corporate Governance
Appointments Committee	Not applied by the Issuer
Recommendation 16 CGC	Section 7.2 of the Report on
	Corporate Governance
Remuneration of Directors	Applied by the Issuer
Principle XV CGC
Principle XVI CGC	Section 8.1 of the Report on
Principle XVII CGC	Corporate Governance
Recommendation 27 CGC
Recommendation 28 CGC	Remuneration Report pursuant to art.
Recommendation 29 CGC	123-ter TUF
Recommendation 31 CGC
Compensation Committee	Applied by the Issuer
Recommendation 7 CGC
Recommendation 11 CGC	Section 8.2 of the Report on
Recommendation 16 CGC	Corporate Governance
Recommendation 17 CGC
Recommendation 25 a, b, c, d CGC	Table 3 in the Report on Corporate
Recommendation 26 CGC	Governance

System of internal control and risk management	Applied by the Issuer
– Control and Risks Committee
Principle XVIII CGC	Section 9 of the Report on Corporate
Principle XIX CGC	Governance
Control and Risks Committee	Section 9.1 of the Report on
Recommendation 7 CGC	Corporate Governance
Recommendation 16 CGC
Recommendation 17 CGC
Recommendation 33 CGC
Recommendation 35 CGC
Chief Executive Officer	Section 9.2 of the Report on
Recommendation 32 CGC	Corporate Governance
Recommendation 33 a, g CGC
Recommendation 34 a, b, c, d CGC
Internal Audit Manager	Section 9.3 of the Report on
Recommendation 32 d CGC	Corporate Governance
Recommendation 33 b CGC
Recommendation 36 CGC
Organizational Model pursuant to Legislative	Section 9.4 of the Report on
Decree 231/2001	Corporate Governance
Recommendation 33 e CGC
Independent Auditors	Section 9.5 of the Report on
Recommendation 33 f CGC	Corporate Governance
Executive responsible for preparing the Issuer's	Section 9.6 of the Report on
accounting documentation	Corporate Governance
Recommendation 32 e CGC
Coordination between persons involved in the	Not applied by the Issuer
system of internal control and risk management	Section 9.7 of the Report on
Principle XX CGC	Corporate Governance
Recommendation 37 CGC
Directors' Interests and Transactions with Related	Applied by the Issuer
Parties	Section 10 of the Report on Corporate
Recommendation 11 CGC	Governance
Recommendation 17 CGC

Board of Statutory Auditors
Principle VIII CGC
Recommendation 6 CGC	Applied by the Issuer
Recommendation 7 CGC	Section 11 of the Report on Corporate
Recommendation 8 CGC	Governance
Recommendation 9 CGC
Recommendation 10 CGC
Recommendation 37 CGC
Relations with the Shareholders	Applied by the Issuer
Shareholders' meetings	Section 12 of the Report on Corporate
Recommendation 2 CGC	Governance
Recommendation 3 CGC	Section 13 of the Report on Corporate
	Governance

4. BOARD OF DIRECTORS

4.1 ROLE OF THE BOARD OF DIRECTORS

In practice, the Board of Directors interprets its lead role in guiding the activities of the Issuer in a manner intended to achieve sustainable success for the Company (which means creating longterm value for the shareholders, having regard for the interests of other significant stakeholders), not only by including sustainability among the core strategies, but also - as indicated in Sections 8 and 9 - by addressing remuneration policies and the system of internal control and risk management.

Pursuant to art. 19.1 of the Articles of Association, the Board exercises the widest powers for the administration of the Company, without any exceptions, and has the right to perform all deeds deemed appropriate for the pursuit and achievement of the Company's objects, with the sole exclusion of those reserved by law for the Shareholders' Meeting.

Pursuant to art. 19.6 of the Articles of Association, the following resolutions cannot be delegated and must be adopted by the Board pursuant to art. 2436 c.c.:

• mergers or spin-offs pursuant to arts. 2505, 2505-bis and 2506-ter c.c.;
• opening or closure of secondary offices;
• transfer of the registered offices elsewhere in Italy;
• indication of which directors are the Issuer's legal representatives;
• reduction of capital following withdrawal by a shareholder;
• alignment of the articles of association to reflect compulsory regulatory requirements,

without prejudice to the fact that such resolutions can, in any case, also be adopted at an extraordinary shareholders' meeting.

Pursuant to Recommendation 1 of the Code, the Board has sole responsibility for:

• analyzing topics deemed significant for the generation of long-term value, with support as necessary from a committee whose composition and functions is determined by the Board;
• monitoring periodically implementation of the business plan and assessing the general results of operations, while also comparing periodically the results achieved against budget;
• defining the nature and level of the risks accepted, compatible with the strategic objectives of the Company, and considering all elements that may be significant for the achievement of sustainable success by the Company;
• defining the system of corporate governance of the Company and the structure of the Group that it leads, and assessing the adequacy of the organization, administration and accounting systems of the Company and its subsidiaries with strategic importance, with particular reference to the risk management and internal control system;
• resolving on those transactions of the Company and its subsidiaries that have strategic, economic, financial or cash flow significance for the Company;
• defining general criteria for the identification of significant transactions;
• in order to the ensure the proper management of corporate information, adopting based on a proposal from the Chairman agreed with the Chief Executive Officer - a procedure for the internal management and external communication of documents and information about the Company, with particular reference to privileged information.

As envisaged in art. 19.2 of the Articles of Association and pursuant to art. 150 of Legislative Decree 58 dated 24th February 1998, the directors report to the Board of Statutory Auditors, at least quarterly, on the work performed and on the principal economic, financial and equity transactions carried out by the Company and its subsidiaries, as well as on the transactions in which they have an interest, whether personally or on behalf of third parties, or which were influenced by the party which directs and coordinates the activities of the Company. The directors communicate this information verbally to the Board of Statutory Auditors during meetings arranged specifically for that purpose, during Board meetings or during the meetings of the Board of Statutory Auditors held pursuant to art. 2404 Italian Civil Code.

The Board is therefore responsible for the examination and prior approval of the transactions of the Issuer and its subsidiaries when they have strategic, economic or financial importance for the Issuer.

The Issuer complies via informal operating practices with the requirements of the Code regarding the obligation placed on members of the Board to act and resolve in an informed and independent manner, pursuing the objective of creating value for the shareholders over the medium-long term.

In performing its duties, the Board of Directors is assisted by the Executive Committee, which provides strategic guidance and coordinates carefully the activities of all Group companies. The role and responsibilities of the Executive Committee are described in the related subsection of Section 4.6 below.

The Board of Directors also performs an essential role in the examination and approval of the business plan of the Issuer and the Group. The Board meeting held on 25th January 2024 examined the qualitative business plan of the Group for the years 2024-2027.

With regard to the internal administration and external communication of documents and information about the Issuer, especially privileged information, the Company has adopted a Code on Internal Dealing whose requirements are described in Section 5.

In view of the size and characteristics of the Company and its inclusion in the STAR segment of Borsa Italiana, the Board does not consider it necessary or appropriate to prepare and present reasoned proposals to the Shareholders' Meeting for the definition of a system of corporate governance even more tailored to the needs of the business, but has arranged for the Company to adopt - with effect from 30th July 2021 - a suitable policy for managing dialog with the shareholder group in an earnest and fully transparent manner. The Issuer maintains open relations with all stakeholders; indeed, during the road shows organized by analysts, the Investor Relations Officer and the CEO supply all the information requested by investors. The completeness of the information provided to stakeholders and shareholders is evidenced by the fact that, during the year, the Issuer did not receive any requests for additional details, clarification or dialog from major stakeholders.

The other duties assigned to the Board, regarding its composition, functioning, appointment and self-assessment; remuneration policy, and the system of internal control and risk management, are discussed respectively in Sections 4.3, 6, 8.2, 9 and 9.2 of this Report.

4.2 APPOINTMENT AND REPLACEMENT (ART. 123 BIS(1) L), TUF)

Pursuant to art. 14 of the Articles of Association, as amended on 8th June 2024 ahead of the absorption by the Issuer of two Group companies, the Board comprises a number of members, variable between nine and eleven who need not be shareholders, appointed at the Shareholders' Meeting in compliance with the then current legislation on gender balance. The Board includes both executive and non-executive directors. In all cases, two members of the Board of Directors must satisfy the independence requirements envisaged in the applicable laws and regulations in force at the time. The above without prejudice to any laws and regulations that required a greater minimum number of independent Directors.

The directors remain in office for three financial years and their appointments expire on the date of the Meeting called to approve the financial statements for the final year of their mandate; they may be re-elected.

Please note that the current Board, appointed at the Shareholders' Meeting held on 27th April 2023 and expanded at the Shareholders' Meeting that appointed a new member on 8th June 2023, terminates on approval of the financial statements as at 31st December 2025.

Pursuant to art. 15 of the Articles of Association, the ordinary Shareholders' Meeting is responsible for appointing the members of the Board of Directors, from the lists of candidates presented by the shareholders, in compliance with the then current legislation on gender balance. .

Shareholders have the right to present lists of candidates if, individually or collectively, they represent at least 2.5% (two point five percent) of the shares with voting rights at Ordinary Meetings, or a different percentage of the Company's share capital as established by current and applicable laws and/or regulations. Each Shareholder as well as (i) shareholders belonging to the same group, comprising the controlling party, not necessarily a company, as defined in art. 2359 Italian Civil Code, and all companies controlled by or under the joint control of that party, or (ii) the members of the same shareholders' syndicate pursuant to art. 122 of Legislative Decree 58 dated 24th February 1998, or (iii) shareholders who are otherwise joined in relationships deemed relevant under current and applicable laws and/or regulations) may present or contribute with other shareholders to the presentation, directly or via intermediaries or trust companies, of just one list of candidates.

The lists of candidates signed by the shareholders presenting them, or by the shareholder appointed to present them, and accompanied by the documentation required by the Articles of Association, must be filed at the registered office, even in the form of an IT document signed electronically pursuant to the applicable regulations and published in compliance with the applicable current laws and regulations. The filed lists of candidates will also be valid for subsequent callings of the same Meeting, if applicable. In order to demonstrate ownership of the number of shares necessary for the presentation of a list, each nominating shareholder must file the documents confirming such ownership at the registered office, by the deadline for the filing of lists specified in the applicable current laws and regulations. Each candidate can appear on just one list, or will be ineligible for election. Each list must contain a number of candidates that does not exceed the maximum number of members to be elected. Lists containing three or more candidates must include candidates drawn from both genders in a manner consistent with the then current legislation on gender balance. The candidates must be listed in consecutive numerical order. Shareholders who present a list that aspires to obtain the largest number of votes are responsible for ensuring that such list contains a sufficient number of candidates. In addition to each list, the following information must be filed at the registered offices by the above deadline:

a) the list of shareholders presenting the list, stating their personal or business names, addresses, company registration numbers or equivalent, and total percentage interest held in the Company's share capital;

b) the curriculum vitae of each candidate, containing full information on their personal and professional characteristics and an indication, where applicable, that they satisfy the independence requirements established in para. 4 of art. 147-ter of Legislative Decree 58 of 24th February 1998, as amended, as well as: (i) their appointments as non-executive directors or auditors of companies listed on regulated markets (including foreign markets) and of banks, insurance companies and other major companies, being those whose total assets or sales reported in their latest financial statements exceeded Euro 500,000,000.00 (five hundred million); (ii) their appointments as executive directors of any company, including those not covered by the categories mentioned in point (i) above, except for companies that "merely hold" property, equity investments or other assets, and companies whose latest reported sales were Euro 50,000,000.00 (fifty million) or less. For each company in which appointments are held, the following information must be provided: name, address, company registration number or equivalent, and the nature of the appointment (indicating also if directorships are executive, non-executive or independent);

c) the declarations of each candidate confirming acceptance of their nomination and certifying under their personal responsibility:

• the absence of reasons for which they would be ineligible or for which their appointment would lapse pursuant to art. 2382 of the Italian Civil Code;

• possession of the honorability and professionalism requirements established by current and applicable laws and/or regulations;

• possession, if applicable, of the independence requirements established in art. 148(3) of Legislative Decree 58 dated 24th February 1998, as amended, and/or their suitability to serve as an independent director pursuant to the Corporate Governance Code prepared by the Committee for the Corporate Governance of Listed Companies promoted by Borsa Italiana S.p.A. Lists of candidates that do not comply with the requirements specified in the preceding paragraphs will be treated as if they had not been presented. Information about the lists presented is communicated in the circumstances and on the basis established by current regulations.

Each Shareholder with voting rights (as well as (i) shareholders belonging to the same group, comprising the controlling party, not necessarily a company, as defined in art. 2359 Italian Civil Code, and all companies controlled by or under the joint control of that party, or (ii) the members of the same shareholders' syndicate pursuant to art. 122 of Legislative Decree 58 dated 24th February 1998, as amended, or (iii) the shareholders who are otherwise joined in relationships deemed relevant under current and applicable laws and/or regulations) may vote for just one list.

Voting is transparent and not secret. For the purposes of appointing directors in accordance with the following instructions, no account will be taken of lists that do not receive at least half the percentage of votes required by art. 15.2 of the Articles of Association for the presentation of such lists. If no lists are presented, the Shareholders' Meeting resolves in accordance with the majorities established by current legislation.

If just one list is presented, all the members of the Board of Directors will be drawn from that list. The Shareholders' Meeting will appoint any directors remaining to be elected, applying the majorities envisaged by law. If, on the other hand, two or more lists are presented, the Board of Directors is appointed in the following manner:

If, on the other hand, two or more lists are presented, the Board of Directors is appointed in the following manner:

a) all the candidates, up to the number decided each time at the Shareholders' Meeting, less one, will be drawn from the list that obtains the majority of the votes cast by the shareholders (the "Majority List") and appointed as directors in the numerical order in which they are presented on that list;

b) having regard for the numerical order in which candidates are listed, the first candidate indicated for election on the list that obtains the second-largest number of votes will also be drawn and appointed as a director, on condition that such list is not linked in any way, directly or indirectly, with the shareholders who presented or voted for the Majority List;

c) in the event of a voting tie between two or more lists, the candidates on the list presented by shareholders with the greatest total equity interest or, failing this, by the largest number of shareholders, will be elected.

The directors to be elected that must satisfy the independence requirements specified in the Articles of Association will be drawn from the Majority List. Should an insufficient number of directors satisfying the independence requirements not have been elected by the end of voting, the candidate not satisfying such requirements who was elected last in the order of inclusion on the Majority List will be excluded, and replaced by the next candidate who satisfies the independence requirements drawn from the same list as the excluded candidate or, if that is not possible, from the list that obtained the second-largest number of votes. If necessary, this procedure will be repeated until achievement of the number of independent directors to be elected. Furthermore, should the above procedures not enable the composition of the Board of Directors to comply with the gender balance criterion, having regard for the order in which candidates are listed, the candidate from the most represented gender elected last from the Majority List will be replaced, again having regard for the order of listing, by the first candidate from the least represented gender not elected from that list. Application of this replacement procedure will continue until the composition of the Board of Directors complies with the regulations in force at the time concerning gender balance.

If using the list voting mechanism the number of candidates is lower than the minimum number of Directors envisaged in the Articles of Association, or if using the list voting mechanism the required number of candidates from the least represented gender is not reached, the Board of Directors shall be elected and supplemented at the Shareholders' Meeting, applying the majorities envisaged by law. The outgoing Board of Directors is not entitled to present a list.

If, during the year, one or more directors drawn from the Majority List (the "Majority Directors") cease to serve for any reason, they will be replaced as follows on condition that the majority of the directors elected at the Meeting continues to serve:

a) the Board of Directors arranges to replace the Majority Directors who have ceased to serve by co-opting, pursuant to art. 2386 of the Italian Civil Code, unelected candidates drawn in order of listing from the Majority List, on condition that they are still eligible and willing to accept appointment, and subject to the requirement that, should one or more of the Majority Directors who have ceased to serve be independent directors, other independent directors must be coopted in compliance, in all cases, with the regulations in force at the time concerning gender balance;

b) the directors co-opted on this basis remain in office until the next Shareholders' Meeting which will either confirm or replace them in the usual manner with the normal majorities, without recourse to the system of list voting.

If, during the year, one or more Directors drawn from the list that obtained the second-largest number of votes (the "Minority Directors") cease to serve for any reason, they are replaced as follows:

a) the Board of Directors arranges to replace the Minority Directors who have ceased to serve by co-opting, pursuant to art. 2386 of the Italian Civil Code, unelected candidates drawn in order of listing from that list, on condition that they are still eligible and willing to accept appointment, and subject to compliance with the regulations in force at the time concerning gender balance, or, failing that, candidates drawn from the list that obtained the next-largest number of votes from among those achieving the minimum voting quorum established in the Articles of Association, subject to the requirement that, should the Minority Directors who have ceased to serve be independent directors, other independent directors must be co-opted in compliance, in all cases, with the regulations in force at the time concerning gender balance;

b) the directors co-opted on this basis remain in office until the next Shareholders' Meeting which will either confirm or replace them in the usual manner with the normal majorities, without recourse to the system of list voting.

The mandates of the directors appointed on this basis will expire together with those of the Directors already in office when they joined the Board.

If it is not possible to proceed on the basis described above, due to a lack of candidates on the lists or their unwillingness to serve, the Board of Directors co-opts a new director, pursuant to art. 2386 of the Italian Civil Code, who is selected by the Board using the criteria established by law and in compliance with the regulations in force at the time on gender balance. The director coopted on this basis remains in office until the next Shareholders' Meeting which will either confirm or replace him in the usual manner with the normal majorities, without recourse to the system of list voting.

If for any reason the appointment or replacement of one or more Directors cannot be accomplished in the manner indicated above, the legislation governing the appointment of directors will be applied without following the procedures described in the above paragraphs. In this case, the candidates must have accepted their nominations and confirmed, under their personal responsibility, the absence of reasons for which they would be ineligible or incompatible, and that they satisfy the requirements established by the applicable regulations and in the Articles of Association. In all cases, the replacement of directors who have ceased to serve must ensure the presence of the necessary number of directors satisfying the independence requirements specified by law, and compliance with the then current legislation on gender balance.

The Issuer is not subject to further rules governing the composition of the Board.

Information about the role of the Board of Directors and the Board committees in the appointment, self-assessment and succession of Directors is provided in Section 7.

4.3 COMPOSITION OF THE BOARD OF DIRECTORS (PARA. 2, LETTERS D) AND D-BIS) OF ART. 123-BIS, TUF)

At the date of this Report, the composition of the Board is set out in the table contained in attachment 1 to the Report1.

The Shareholders' Meeting held on 27th April 2023 appointed the Board with reference to the list presented by Fratelli Ferretti Holding S.r.l. (company that was later dissolved due to a demerger)

¹ Please note that on 14 March 2025, Dr. Giancarlo Galeone resigned for personal reasons and due to the intensification of his professional commitments

and the minority list presented jointly by Anima Sgr S.p.A., manager of the following funds: Anima Crescita Italia, Anima Iniziativa Italia; Arca Fondi Sgr S.p.A., manager of the Arca Economia Reale Equity Italia fund; BancoPosta Fondi S.p.A. SGR, manager of the Bancoposta Rinascimento fund; Fideuram Asset Management Ireland, manager of the Fonditalia Equity Italy fund; Fideuram Intesa Sanpaolo Private Banking Asset Management Sgr S.p.A., manager of the following funds: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 30, Piano Bilanciato Italia 50; Interfund Sicav - Interfund Equity Italy; Mediolanum Gestione Fondi Sgr S.P.A., manager of the following funds: Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia ("Minority Shareholders").

The above lists, accompanied by the documentation specified in art. 15 of the Articles of Association, were filed at the registered offices and with Borsa Italiana within the time limits established by law and in the Articles of Association.

They were also published on the Company's website during the twenty-one days prior to the Shareholders' Meeting.

List 1, presented by Fratelli Ferretti Holding S.r.l. and I.M. Fashion S.r.l. indicated the following candidate members of the Board of Directors:

• 1 Massimo Ferretti
• 2 Alberta Ferretti
• 3 Simone Badioli
• 4 Giancarlo Galeone
• 5 Roberto Lugano
• 6 Daniela Saitta
• 7 Bettina Campedelli
• 8 Francesca Pace
• 9 Francesco Ferretti.

List 2, presented by the Minority Shareholders indicated the following candidate members of the Board of Directors:

• 1 Marco Francesco Mazzù
• 2 Silvia Muzi.

List 1, presented jointly by the Majority Shareholders received the favorable vote of 1 shareholder - specifically Fratelli Ferretti Holding S.r.l. - holding 66,347,690 shares comprising 92.683% of the share capital represented at the Shareholders' Meeting.

List 2, presented jointly by the Minority Shareholders, received the favorable votes of 33 (thirtythree) shareholders holding 5,276,281 shares - specifically Anima Sgr S.p.A., manager of the following funds: Anima Crescita Italia, Anima Iniziativa Italia; Arca Fondi Sgr S.p.A., manager of the Arca Economia Reale Equity Italia fund; BancoPosta Fondi S.p.A. SGR, manager of the Bancoposta Rinascimento fund; Fideuram Asset Management Ireland, manager of the Fonditalia Equity Italy fund; Fideuram Intesa Sanpaolo Private Banking Asset Management Sgr S.p.A., manager of the following funds: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 30, Piano Bilanciato Italia 50; Interfund Sicav - Interfund Equity Italy; Mediolanum Gestione Fondi Sgr S.p.A., manager of the following funds: Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia comprising 7.367% of the share capital represented at the Shareholders' Meeting.

Pursuant to art. 15.5 of the Articles of Association and having regard for the gender balance requirement, the Board of Directors comprises the following nine members:

• 1. Massimo Ferretti
• 1. Alberta Ferretti
• 1. Simone Badioli
• 1. . Giancarlo Galeone
• 1. Roberto Lugano
• 1. Daniela Saitta
• 1. Bettina Campedelli
• 1. Francesca Pace
• 1. Marco Francesco Mazzù.

On 8th June 2023, the Shareholders' Meeting of the Issuer, ahead of the imminent absorption of Moschino spa and Aeffe Retail spa, deemed it appropriate to raise the number of members of the Board of Directors from nine to ten, and to appoint Francesco Ferretti as a Director. The Issuer considered it appropriate to add Francesco Ferretti to the Board in view of the (i) absorptions of Velmar spa, Moschino spa and Aeffe Retail spa; (ii) results of the board evaluation carried out during FY2023, which determined that it was not necessary, but nevertheless appropriate, to expand the Board, not least as part of possible succession plans, by adding a new member experienced in the operations and industrial management of the Group.

As a consequence, the Board of Directors of the Issuer now comprises the following ten members:

• 1. Massimo Ferretti
• 1. Alberta Ferretti
• 1. Simone Badioli
• 1. Francesco Ferretti
• 1. Giancarlo Galeone
• 1. Roberto Lugano
• 1. Daniela Saitta
• 1. Bettina Campedelli
• 1. Francesca Pace
• 1. Marco Francesco Mazzù.

Roberto Lugano, Daniela Saitta, Bettina Campedelli, Francesca Pace and Marco Francesco Mazzù are independent directors as defined in the TUF.

The Board of Directors, as appointed, will remain in office for three years and, therefore, its mandate will expire that the Meeting called to approve the financial statements for 2025.

The personal and professional characteristics of each director are indicated in the nominations presented by the shareholders, which are published on the website of the Company at the following webpage: https://aeffe.com/it/organi-sociali/.

DIVERSITY CRITERIA AND POLICIES FOR THE COMPOSITION OF THE BOARD AND WITHIN THE ORGANIZATION

The Company has adopted the statutory obligation to appoint members of its Board of Directors in compliance with the regulations in force at the time on gender balance. Additionally, the Issuer believes that the members of its Board of Directors should have the necessary skills and professional abilities to carry out their respective roles. The Company nevertheless appoints professionals of great skill and experience, drawn from major industrial and commercial enterprises and/or expert and famous professional practices and/or from using universities, as members of its administrative and management bodies.

The Issuer applies the gender diversity criteria referenced in the Code for the composition of the Board of Directors and the Board of Statutory Auditors.

The Issuer encourages the dissemination, promotion and defense of a culture of gender diversity and guaranteed equal opportunities for all employees.

See the section on "Personnel, Diversity and Inclusivity" in the Non-Financial Statement of the Issuer (page 41 et seq.) for a detailed description of the actions taken in this regard.

MAXIMUM NUMBER OF APPOINTMENTS HELD IN OTHER COMPANIES

. .

The Board has not established general criteria for the maximum number of appointments held in companies listed in regulated markets, banks, finance companies, insurance companies or other large companies, that is deemed compatible with the work performed by its directors and statutory auditors. Nevertheless, the Board has identified such appointments based on the declarations made by the Issuer's directors and statutory auditors.

4.4 ROLE OF THE BOARD OF DIRECTORS (PARA. 2.D) OF ART. 123-BIS, TUF)

The Board of Directors adopted the "Regulation for the functioning of the Board of Directors" on 16th June 2021. This establishes rules for the functioning of the Board of Directors, including the minuting of meetings and the procedures for providing information to the Directors.

In particular, the Regulation, available at the institutional website of the Issuer https://aeffe.com/it/statuto-procedure-e-regolamenti-societari/, describes the functioning of the Board and governs the conduct of meetings; illustrates the composition and duties of Board committees and the Lead Independent Director, establishes its responsibilities and powers; specifies the minimum number of meetings, the procedures for calling them, the deadlines for the transmission of pre-meeting documentation, clarifying that "ahead of each Board meeting, the Chairman, assisted by the Secretary, arranges to give the Directors and Statutory Auditors all the information needed to express an informed opinion on the matters to be discussed. The documentation to be examined by the Board is sent in good time and at least two days prior to that fixed for the meeting, unless this is not possible for specific reasons that must be explained by the Chairman at the start of business: in that case, the documentation is provided as soon as it becomes available. If deemed appropriate by the Chairman, in exceptional cases justified by the urgency explained at the start of business, the documentation may be provided directly during the meeting; in that case, the Chairman or a director designated by him will arrange to provide all necessary clarifications and explanations during the session. The information provided is supplemented and, when deemed appropriate, replaced by that explained during the session, thus ensuring that the directors make informed decisions." During 2023, the pre-meeting documentation about matters on the agenda for Board meetings was distributed with the advance notice indicated in the following table.

DATE OF BOARD MEETING	DATE MEETING DOCUMENTATION SENT TO THE DIRECTORS AND STATUTORY AUDITORS
25th January	19th January
14th March	from 11th to 16th March (in several tranches)
10th May	from 6th to 7th May
18th July	Explained during the meeting
1st August	from 29th to 30th July
15th October	10th October
14th November	from 6th to 13th November (in several tranches)

The discussions, the resolutions adopted and any dissent or contrary votes cast by the directors must be documented in minutes, prepared in Italian, and signed by the Meeting Chairman and the Meeting Secretary. The minutes of each meeting are transcribed into the formal Minute Book, which is available to the directors and the members of the Board of Statutory Auditors upon request.

The Board met seven (7) times during the year. The percentage attended by each Director and the average duration of Board meetings are indicated in Table 2, presented at the end of this Report.

At least five Board meetings are planned for 2024, two of which (25th January and 14th March) have already been held.

In compliance with the Corporate Governance Code, directors accept appointment when they believe themselves able to dedicate the time necessary to perform diligently the tasks required by the nature of their role. This assessment takes account of their membership of Board committees and the commitment associated with their own working and professional activities, as well as the number of and commitment associated with any other directorships and audit appointments held in other companies, considering the applicable regulations. Directors ensure that they continue to comply with the above conditions throughout the period of their mandate.

Furthermore, aware of the inherent responsibilities associated with their role, directors are required to keep themselves constantly informed about the principal legislative and regulatory changes affecting the Company and the performance of their functions.

The directors align their behavior with the requirements of the Code of Ethics, the Code of Internal Dealing and all instructions by which the Company governs the actions of its directors; just as the members of the Board of Statutory Auditors, the directors maintain the strict confidentiality of the documents and information that come to their attention by virtue of their office.

The Shareholders' Meeting has not granted advance relief from the no-competition requirements laid down in art. 2390 c.c. to the Issuer's directors.

4.5 ROLE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

The Chairman of the Board of Directors coordinates the executive and non-executive Directors and ensure the effective conduct of Board business. The Chairman is available at all times to provide any clarification needed by Directors or to receive their proposals, arranging to include suggestions or matters raised on the agenda for Board meetings and, if necessary and appropriate, to call a special Board meeting.

In order to ensure that Board members receive all the information and documents needed to make decisions, the Chairman has instructed the secretariat of the Board to send out supporting documentation for the items placed on the agenda for discussion well in advance of the date set for each meeting and, usually, at least 2 days beforehand.

During Board meetings, the Chairman introduces each individual item on the agenda with, if necessary, assistance from the Chief Executive Officer. He then invites the directors to ask related questions and request any clarification needed. After hearing the opinions of the directors and providing any appropriate clarification requested, each item is put to the vote.

When necessary and requested by the Board for an in-depth and/or technical analysis of matters on the agenda, the Chairman arranges to invite the executives or managers responsible for relevant Issuer functions to Board meetings, so they can provide the necessary clarification. For example, the CFO and, if necessary, the Manager of the Management Accounting Office would attend the Board meeting called to examine the budget; the Group General Counsel would attend Board meetings called to decide on major acquisitions (e.g. the sale of the Class 3 of the brand Moschino).

The Issuer has not prepared a formal training plan for the current Board. Nevertheless, acting in a manner consistent with the current provisions of the Corporate Governance Code and with a view to enabling the directors to perform their role in full awareness, the Chairman of the Board of Directors has consistently helped Board members to obtain and progressively refine their knowledge of the market and the sector concerned, the business of the Group, the risks faced and the system of internal controls, the organizational structure of the Company, its activities and the regulatory framework governing such activities, via specific meetings and other communications to provide them with such information. The Chairman of the Board of Directors has also encouraged directors to make suggestions for innovating and identifying trends, expressing the creativity of all business sectors in the best possible way and guiding them to generate value as a consequence.

The Chairman of the Board of Directors of the Issuer encourages and promotes informal meetings with the Directors at the time of Board and Shareholders' Meetings. When a new Board is appointed, he generally organizes one or more days at the headquarters in order to increase the knowledge of Directors about the Issuer and the Group.

The Chairman also arranges for the Board to complete the necessary self-assessment at least once every year. In this regard, see Section 7.1 of this Report.

If specifically requested by the Shareholders and following the procedures indicated in the Policy for managing dialog with them, adopted by the Issuer following Board approval on 30th July 2021, the Chairman ensures that the Board is informed at the next available meeting about the nature and significant content of the discussions held with Shareholders.

BOARD SECRETARY

In compliance with Recommendation 18 of the Code, the Board meeting held on 17th March 2022 defined professionalism requirements for the Board Secretary, reserved for the Board, acting on a proposal from the Chairman, the appointment and revocation of the Board Secretary, and then appointed the Board Secretary, having regard for art. 4 of the Regulation for the functioning of the Board of Directors, which establishes that the Secretary need not be a Director. Accordingly, the Board meeting held on 17th March 2022 determined that the Secretary may even be an employee of the Company, drawn from the Legal and Corporate Affairs Area, who satisfies adequately the professionalism requirements and who has accumulated enough experience within the Secretariat of listed companies, or is expert in the legalities of listed companies and

regulated markets. The Board also clarified that the duties of the Secretary consist in assisting the Chairman with activities linked to the proper functioning of the Board and in providing the Directors with impartial assistance and legal advice on Corporate Governance matters, on their rights, powers and duties, and on the formalities to be completed by them, in order to perform their duties in a proper manner. In accordance with instructions from the Chairman, the Secretary must ensure that: a) the pre-meeting information is clear, complete and accurate and any supplementary information supplied during meetings is suitable to allow the Directors to make informed decisions; b) the activities of Board committees are coordinated with those of the Board; c) the top management of the Company and Group companies, as well as business function managers, are able to attend Board meetings in order to provide appropriate details about the matters on the agenda.

Given the above, the Board resolved to appoint Giulia Degano, Group General Counsel, as Board Secretary.

4.6 EXECUTIVE DIRECTORS

CHIEF EXECUTIVE OFFICER

The Board meeting held on 27th April 2023 assigned to Chairman Massimo Ferretti exclusive powers to implement and execute properly the injury protection portfolio including, in particular, the power of (i) organizing processes by giving the necessary instructions and directives to protect the health and safety of employees and adopting the due disciplinary measures, in case of their violation; (ii) adopting all measures deemed necessary to protect the health and safety of employees, including performing all urgent and immediate measures for achieving or restoring conditions of safety in work environments; (iii) signing purchase orders, contracts for works and any other form of exchange of goods, services or provision of intellectual works deemed necessary for the implementation, the correct management, the improvement or review of the portfolio for the protection of the health and safety of employees. Massimo Ferretti was also granted all the broadest powers of ordinary and extraordinary administration to be exercised freely as sole signatory, without limitations on amount or expenditure, with an express option to delegate, except with regard to (i) the purchase, sale, exchange and contribution of property subject to registration; (ii) the purchase, sale, exchange and contribution of lines of business that include property subject to registration; (iii) the sale of brands used within the scope of the company objects; (iv) the purchase, sale, exchange and contribution of lines of business or holdings in companies with a value in excess of € 10,000,000.

The same Board meeting granted Alberta Ferretti all the broadest powers of ordinary and extraordinary administration, excluding implementation and proper execution of the injury protection portfolio, to be exercised freely as sole signatory, without limitations on amount or expenditure, with an express option to delegate, excluding transactions involving (i) the purchase, sale, exchange or contribution of property subject to registration; (ii) the purchase, sale, exchange or contribution of lines of business that include property subject to registration; (iii) the sale of trademarks used in pursuit of the company's objects; (iv) the purchase, sale, exchange or contribution of lines of business or investments in companies with a value in excess of € 10,000,000. Alberta Ferretti, executive Deputy Chairman of the Company, mainly focuses on developing the style and prestige of her collections, as well as on developing brand awareness and the image of the brands and the Company as a whole.

On 27th April 2023, the Board also granted Simone Badioli all the broadest powers of ordinary and extraordinary administration, excluding implementation and proper execution of the injury protection portfolio, to be exercised freely as sole signatory, without limitations on amount or expenditure, with express option to delegate, save for transactions involving (i) the purchase, sale,

exchange or contribution of property subject to registration; (ii) the purchase, sale, exchange or contribution of lines of business that include property subject to registration; (iii) the sale of trademarks used in pursuit of the company's objects; (iv) the purchase, sale, exchange or contribution of lines of business or investments in companies with a value in excess of € 10,000,000.

• By resolution adopted on the same date, the Board removed from Giancarlo Galeone the powers to implement and execute properly the injury protection portfolio, and granted him the following powers to be exercised freely as sole signatory, without limitations on amount or expenditure and with express option to delegate:
  • 1. sign communications with the Companies Register, Chambers of Commerce, the Bank of Italy, Consob, the Competition Authority, the Stock Exchange, ministries and other public and private bodies and offices concerning requirements placed on the Company by laws, regulations or regulatory or administrative instructions, to sign and present declarations and communications concerning value-added tax, registration tax, Ires, Irap and all other direct, indirect and municipal taxes,as well as any and all attachments or attestations relating to the above deeds;
  • 1. carry out with the Public Administration, public bodies and offices all the deeds and transactions necessary to obtain concessions, licenses and authorizations in general, set down and sign regulations, conventions, acts of submission and all other preparatory deeds for such measures; fulfill all the related requirements, including those concerning taxes on production and consumption, land and monopoly levies;
  • 1. represent the Company in dealings with territorial or sector Industrial Associations, represent the Company before civil, administrative and judicial authorities and bodies at all levels, as well as before the tax authorities; represent the Company in any and all fiscal disputes before any authority or office, including the tax commissioners at all levels, demographic and customs offices, and panels of experts, with the power to sign appeals, sign and present declarations and communications concerning IRES, IRAP, VAT, registration taxes and all other direct, indirect and municipal taxes, and any and all attachments or attestations concerning the above deeds; propose and accept settlements, promote legal claims, appear as plaintiff or defendant, proposing all appropriate deeds and represent the Company in creditors' meetings, make proposals or obtain registration of amounts due in bankruptcy and other court supervised procedures; accept creditors' arrangements and demand the related amounts, settle any amounts or cases outstanding, agree to arbitration and mediation, including those with rulings that cannot be appealed, ensure the enforcement of judgments, defer, refer and accept sworn oaths, promote the attachment or seizure of assets or other forms of credit protection in relation to debtors and third parties, and revoke the same, appoint solicitors, lawyers and experts, revoke such appointments and elect domicile, participating in meetings with the right to reach and sign agreements with them.

Simone Badioli, as the Chief Executive Officer of the Issuer, is identifiable as the person primarily responsible for the management of the business. Simone Badioli is supported in his role by the other members of the Executive Committee: Massimo Ferretti, Francesco Ferretti and Giancarlo Galeone.

With regard to the positions held by Simone Badioli, the interlocking directorate situation does not apply, since (A) he is not a director of any other issuer; (B) he is not a director of any companies, not belonging to the same group, whose chief executive officer is a director of the Issuer.

CHAIRMAN OF THE BOARD

Operational powers have been granted to the Chairman in view of Massimo Ferretti's central role and position within the organization of the Company and the Aeffe Group.

Massimo Ferretti has always promoted the family brand name and is principally responsible, together with Alberta Ferretti, for the growth strategy of Aeffe and the creation of the Aeffe Group.

The Chairman is not the party that controls the Issuer pursuant to art. 93 TUF. The Issuer is controlled by Fratelli Ferretti Holding S.r.l., a company owned jointly by Massimo Ferretti and Alberta Ferretti.

The Chairman does not perform the role of Chief Executive Officer.

EXECUTIVE COMMITTEE (PARA. 2.D) OF ART. 123-BIS, TUF)

The Company established an Executive Committee on 27th April 2023 comprising Massimo Ferretti, Simone Badioli and Giancarlo Galeone, on 28th July 2023, membership was expanded by the appointment of Francesco Ferretti.

The Executive Committee is responsible for proposing and examining the strategic plans of the Group, in coordination with and implementation of the strategic guidelines and directions established by the Board of Directors; this committee has a decision-making role on matters with economic-financial implications of strategic importance for the Group. In particular, in compliance with the limits envisaged in art. 2381 c.c. and with a maximum limit of 15 (fifteen) million euro for each transaction, the Executive Committee has the following duties:

• acting on a proposal from the Chief Executive Officer, examine plans budgets and strategic operations in advance for submission to the Board of Directors for further examination and approval;
• monitor execution of the plans, budgets and strategic operations approved by the Board of Directors, periodically reporting on them to the Board;
• examine and approve, acting on a proposal from the Chief Executive Officer, the general organizational structure of the Company and the Group;
• ensure, given its nature and size, that the organizational, administrative and accounting structure of the Company is appropriate, recommending any related actions to the Board of Directors.

In addition to the matters envisaged in art. 2381 c.c., the Board of Directors has sole responsibility for adopting the resolutions envisaged in arts. 2420-ter (Powers of Directors), 2423 (Preparation of financial statements), 2443 (Powers of Directors), 2446 (Capital reductions due to losses), 2447 (Capital reductions below the legal limit), 2501-ter (Proposed mergers) and 2506-bis (Proposed carve-outs) of the Italian Civil Code, in compliance with the regulations that govern significant economic, financial and equity transactions with related parties, as well as any atypical or unusual operations.

The Executive Committee must inform the Board of Directors about any significant transactions carried out pursuant to its mandate at the first meeting subsequent to exercise of its delegated powers, without prejudice in all cases to the validity of the measures adopted. Additionally, the Executive Committee reports periodically to the Board of Directors on execution of the plans, budgets and strategic operations approved by the Board.

INFORMATION PROVIDED TO THE BOARD BY DIRECTORS/DELEGATED BODIES

At the Board meetings held at least every quarter, the executive Directors reported to the Board on the work performed under the mandates granted to them.

OTHER EXECUTIVE DIRECTORS

There are no directors who perform executive activities, other than the persons indicated as executive directors in section 4.6 above.

4.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR

When appointing the Board of Directors on 27th April 2023, the shareholders that presented lists also indicated which directors were independent; that assessment was examined by the Board of Directors at the meeting held on 15th March 2023.

At the meeting held on 15th March 2023, the Board of Directors established in advance, as envisaged in art. 2 of Corporate Governance Code Recommendation 7, the quantitative and qualitative criteria for determining the significance of any commercial, financial or professional relations and additional remuneration that could adversely influence the independence of directors. These criteria are discussed below.

With reference to the quantitative criteria applicable to the Director whose independence is being assessed, significance is attached to any existing commercial, financial or professional relations and those maintained during the year in which independence is confirmed, or during the three years prior to the date of that confirmation and, if applicable, during the period between the end of the last financial year and the date on which the confirmation is given (the "Reference Period"), with the following parties (together, the "Relevant Parties"):

• the Issuer, its subsidiaries, the party that controls the Issuer and the companies under joint control; and
• the related executive directors and top management.

The above relations with Relevant Parties are usually deemed significant - and, therefore, capable of compromising the independence of the Director - if, considered individually or cumulatively, they involved the recognition of annual economic remuneration exceeding Euro 70,000 (seventythousand), including in situations in which a legal person has been formed or used specifically to establish the above relations.

For the above purposes, relations with Relevant Parties are also deemed significant when maintained by a close family member of the Director, namely: (i) parents, (ii) children, (iii) spouse if not legally separated and (iv) members of the same household (each, a "Close Family Member").

In addition, when the Director maintains relations with Relevant Parties indirectly - for example, via subsidiaries or companies in which s/he is an executive director, or as a partner in a professional firm or firm of advisors - existing relations or those maintained during the Reference Period are usually deemed significant if, considered individually or cumulatively, they involved the recognition of annual economic remuneration exceeding Euro 100,000 (onehundredthousand).

With particular reference to any additional remuneration received during the Reference Period by the Director whose independence is being assessed, significance is attached to any total annual amount recognized to that person for positions held within the Issuer and its subsidiaries that exceeds the fixed annual remuneration received by that person for the position of Director of the Issuer (including any remuneration recognized for membership of Board committees).

With regard to the qualitative criteria, regardless of whether or not the quantitative parameters are exceeded, significance is attached to any commercial, financial or professional relations that, in the opinion of the Board of Directors, might condition the independence of judgment of a Director and his/her independence as a Director of the Company when performing the assigned duties. When making its assessment, the Board of Directors must take into account all the professional activities usually carried out by the Director, the appointments usually assigned, and the importance of the above relations to the Director in terms of his/her reputation within the organization.

Daniela Saitta, Roberto Lugano, Francesca Pace, Marco Francesco Mazzù and Bettina Campedelli are non-executive directors, since they do not hold operational mandates and/or perform executive functions within the business. The non-executive directors bring their specific skills to Board discussions, contributing to the making of balanced decisions and taking special care in the areas where conflicts of interest may arise.

The Board found that Daniela Saitta, Bettina Campedelli, Francesca Pace and Marco Francesco Mazzù, all non-executive directors, satisfy the independence requirements specified in the Corporate Governance Code for listed companies; additionally, these directors may also be considered independent by reference to the quantitative and qualitative criteria determined by the Board.

Directors Roberto Lugano, Daniela Saitta, Bettina Campedelli, Francesca Pace and Marco Francesco Mazzù have in fact confirmed that none of the circumstances listed in Recommendation 7 (which indicates some of the most common situations symptomatic of a lack of independence) apply to them; furthermore, the above Directors do not maintain, and have not recently maintained, directly or indirectly, relations with the Company or related parties that would condition at this time the independence of their judgment. The Board has decided in relation to Roberto Lugano, a non-executive director and member of the Board of Aeffe S.p.A. for more than nine years who satisfies all the independence requirements specified in the TUF, that, in consideration of the most robust application of Recommendation 7.e), to which the Chairman of the Corporate Governance Committee of Borsa Italiana referred Issuers in his last two letters, he should just be classified as a non-executive director pursuant to the Corporate Governance Code, since his period in office now exceeds nine years.

At the meeting held on 14th March 2024, the Board of Statutory Auditors verified proper application of the checking criteria and procedures adopted by the Board of Directors when assessing the independence of its members.

The Issuer arranged to disclose the outcome of the Board assessment of the independence of the above-mentioned directors in a press release communicated to the market.

It was not considered necessary to call formal meetings of the independent Directors during the year but, in occasion of Board Meeting, the Compensation Committee and the Control, Risks and Sustainability Committee held informal meetings involving all non executive directors.

The independent Directors have agreed to maintain their independence for the duration of the mandate granted to them.

LEAD INDEPENDENT DIRECTOR

Given that the position of Chairman of the Board of Directors of the Issuer is held by a person appointed by the majority shareholder of the Issuer, on 27th April 2023 the Board appointed Daniela Saitta as Lead Independent Director, pursuant to Recommendation 13 of the Code.

The Independent Directors liaise with the Lead Independent Director in order to enhance their contribution to the activities and functioning of the Board. Pursuant to Recommendation 14 of the Code, this person provides a point of reference and coordination for requests and contributions of the Independent Directors and, additionally, works with the Chairman of the Board of Directors to ensure that the directors receive complete information on a timely basis.

Among other powers, the Lead Independent Director may - acting alone or upon request from other directors - call meetings attended solely by the Independent Directors (known as executive sessions of the Independent Directors) to discuss matters considered of interest, on a case-bycase basis, regarding the functioning of the Board of Directors or the management of the business.

During the year, in this role, Daniela Saitta coordinated the requests made to the Board by the non-executive and independent Directors, ensuring that such requests were taken into proper consideration during the discussions; she also promoted and coordinated separate meetings of the independent directors.

5 DEALING WITH CORPORATE INFORMATION

The Code requires Directors and Statutory Auditors to maintain confidential the documents and information obtained in the performance of their duties, and to comply with the procedures adopted by the Issuer for the internal management and external communication of such documents and information.

Consistent with this requirement and the provisions contained in paras. 1 and 12 of art. 114 and art. 115-bis, TUF, as well as in arts. 66 et seq. and 152-bis et seq. of the Issuers' Regulation, in March 2007 the Issuer also adopted a code of conduct in relation to privileged information ("Code on Privileged Information", available on the institutional website: https://aeffe.com/it/statutoprocedure-e-regolamenti-societari/), which was later updated on 28th July 2016 following changes made to the regulations and the creation of a specific register of persons with access to privileged information in view of their job, functions or professional activities.

Such registers have been properly established for both the Issuer and its subsidiaries.

In addition, in compliance with para. 7 of art. 114, TUF, and arts. 152-sexies et seq. of the Issuers' Regulation, the Board also adopted a code of conduct for internal dealing (the "Code on Internal Dealing", available on the institutional website: https://aeffe.com/it/statuto-procedure-eregolamenti-societari/), which identifies the so-called "relevant persons" and governs the way their transactions in shares issued by the Issuer, or other related financial instruments, are communicated to Consob and the general public. Furthermore, pursuant to para. 3.p) of art. 2.2.3 of the Market Regulation, the Code also bans "relevant persons" from carrying out transactions in the shares and/or financial instruments of the Company during the black-out period, i.e. the 30 (thirty) calendar days prior to the meeting of the Board of Directors called to approve the draft financial statements, the six-monthly report and the periodic accounting information of the Issuer.

In order to implement in full the Code on Privileged Information and pursuant to art. 2.6.1, Chapter 2.6 of the Market Regulation, the Board has appointed Giulia Degano as Contact Officer, tasking her to comply with the legislative and regulatory requirements for Contact Officers, with particular reference to internal dealing matters and the communication of privileged information, as well as the requirements for communications to the market described in Chapter 2.6 of the Market Regulation and, more generally, the requirements of the Code on Internal Dealing and the Code on Privileged Information.

Following the entry into force of the legislation that adopted Directive 2014/57/EU dated 16th April 2014 on the criminal penalties for market abuse (MAD II), as well as the provisions of EU Regulation 596/2014 of the European Parliament and of the Council of 16th April 2014 on market abuses, the Issuer revised the internal regulations on internal dealing, privileged information and the related register of persons with access to that information, and prepared procedures for the dissemination of privileged information and for managing the register of persons with access to it (available on the institutional website: https://aeffe.com/it/statuto-procedure-e-regolamentisocietari/); these procedures were approved and adopted at the Board meeting held on 28th July 2016.

On 30th July 2021, the Issuer also adopted the Policy for managing dialog with the shareholder group (available on the institutional website: https://aeffe.com/it/statuto-procedure-eregolamenti-societari/).

6 BOARD COMMITTEES (PARA. 2.D) OF ART. 123-BIS, TUF)

These Committees are internal to the Board, carrying out a consultative role and making recommendations, thereby improving the functioning of the Board and its ability to provide strategic guidance.

The Board meeting held on 27th April 2023 appointed the various Committee members.

The functions of the Committees have not been allocated in a manner different to that called for by the Code, and the Board has not reserved for itself any of the functions of one or more Committees.

The Control, Risks and Sustainability Committee comprises three non-executive directors, the majority of whom are independent. The composition and functioning of the Compensation Committee are described in Section 9.2 of this Report.

The Compensation Committee comprises non-executive directors, the majority of whom are independent. The composition and functioning of the Compensation Committee are described in Section 8.2 of this Report.

No Committees have been established to cover the functions of two or more of the committees envisaged in the Code (control and risks, remuneration and appointments).

Other committees (not envisaged in the regulations or recommended in the Code)

The Issuer has not established any other committees, except for the Executive Committee.

7 SELF-ASSESSMENT OF DIRECTORS AND SUCCESSION – APPOINTMENTS COMMITTEE

7.1 SELF-ASSESSMENT OF DIRECTORS AND SUCCESSION

Each quarter at meetings held to approve financial information, the Board assesses the adequacy of the organization and accounting systems of the Issuer put in place by the executive Directors, who report to the other directors on the functioning of the system of internal controls and the management of conflicts of interest. In view of the fact that such information is provided periodically and that, to date, no critical issues have emerged, the above reports from the executive directors are not documented in the Board minutes, although they would be if they highlighted problems to be addressed by the Board.

Similarly, the Board evaluates the organization, administrative and financial accounting systems of the subsidiaries of strategic importance put in place by their managing directors; the information needed for this assessment is gathered by employees reporting to the Issuer's general manager, who then discusses it directly with the managing directors of the subsidiaries of strategic importance. He then presents the information obtained to the Board on a quarterly basis. Here too, in view of the fact that such information is provided periodically and that, to date, no critical issues have emerged, the above reports are not documented in the Board minutes, although they would be if they highlighted problems to be addressed by the Board.

At its meetings, the Board assesses the general results of operations, having regard in particular for the information received from the directors and committees, and periodically compares the results achieved against budget.

For an understanding of the general principles for identifying transactions that have strategic, economic or financial importance for the Issuer, reference is made to the criteria identified by the Board in the procedure governing the following types of related-party transaction: Transactions involving Minor Amounts, Transactions of Greater Significance, Transactions of Lesser Significance, and Routine Transactions.

Each year the Board of Directors assesses the size, composition and functioning of the Board and Board committees. This assessment, usually made at the meeting held to approve the draft financial statements, was made at the meeting held on 15th March 2023.

The Board decided to take advice from an independent third party when carrying out the 2022 Board Evaluation and, after considering the proposals received from three independent specialists, appointed Carter & Benson to help make the assessment.

The Board Review performed by Carter & Benson, which delivered its report in February 2023, covered the size, composition and effective functioning of the Board, considering the role played by the Board in defining strategies, as well as in monitoring both performance and the adequacy of the system of internal control and risk management. The assessment process involved the completion of questionnaires by all members of the Board of Directors and personal interviews with each of them.

On completion, it emerged that the majority of the Directors express positive opinions about the functioning and dynamics of the Board. In particular, the Directors are pleased that the Board is active as a governance body and satisfied overall with its work and their personal contributions. They also recognize, in this regard, the balanced composition of the Board in terms of the available skill sets.

In order to assess their suitability for the position held, the Directors provided full information about their personal and professional characteristics, skills and prior experience, as well about their directorship and top management appointments in various sectors.

In other words, the results of both the Self-Assessment Questionnaire and the subsequent indepth interviews confirm that the Aeffe Group complies with the governance model adopted and pursues its stated mission, which is to create value for all Shareholders, employees, customers and vendors. Board members believe that information is disseminated in a careful and precise manner, with maximum willingness to provide any further details requested.

The results of the Board Evaluation were presented to both the Control, Risks and Sustainability Committee and the Board of Directors; the latter, at the Board meeting held on 14th March 2024, determined that its size and composition, and those of its committees, are appropriate - and were appropriate during the year - for the duties to be performed, and that the Board and its committees function - and have functioned - effectively, without the identification of any particular issues.

This is also because of: i) the adequate number of members of the Board of Directors, one third of which are of the least represented gender; (ii) the adequate number of independent and nonexecutive directors with specific legal knowledge (Pace, Campedelli and Saitta) and finance, administration and accounting knowledge (Campedelli, Saitta and Lugano); (iii) the duration of each directorship over a three-year renewable term, which allows Directors enough time for analysis and to obtain a sufficiently complete knowledge of the origins and development of the business and its activities; (iv) the expansion of the Board on 8th June 2023 by the addition of Francesco Ferretti, who has specific skills in the area of Group operations.

Notably, of the 9 members of the Board of Directors of the Issuer, 5 are independent pursuant to the TUF; in addition to satisfying legal requirements, this aspect is also a guarantee of integrity and transparency for the market and the Shareholders. Additionally, the independent members of the Board of Directors have extensive business and professional experience. The executive Directors, as well as having proven professionalism and management abilities, have a broad and in-depth knowledge of the sector and significant industrial experience. As regards the committees, the Control, Risks and Sustainability Control Committee and the Compensation Committee comprise three independent directors as defined by TUF. These Directors also have robust and recognized financial and accounting skills.

The committees meet regularly and are continually involved in issues covered by the Board that include topics/decisions that involve consulting the committees and their chairpersons have not highlighted the critical issues in their operation.

The Board also took note of the provisions of Recommendations 5 and 8 and - given the specific skills of each individual and the comprehensive professional characteristics of the members taken together - did not deem it necessary to make recommendations to the Shareholders' Meeting about the identification of any supplementary professional and managerial skills not already available; if necessary, the Board reserves the right to notify the shareholders in future about any professional skills whose presence on the Board is considered appropriate.

To the extent of its responsibilities, the Board checks via a self-assessment process that the appointment and succession of Directors is transparent and capable of optimizing its composition, while recognizing that the appointment of Directors is reserved for the Shareholders' Meeting and carried out using the list voting procedure described in Section 4.2.

7.2 APPOINTMENTS COMMITTEE

At the date of this Report, the Board has not established an Appointments Committee, since this is not deemed necessary. This decision reflects the fact that the current and applicable regulatory requirements and the provisions of the Articles of Association - including, in particular, the mechanism of nominations via a list voting system - ensure a suitable level of transparency for the procedure of selecting and nominating candidates.

In view of the ownership structure of the Company and the fact that, pursuant to the law and the Articles of Association, the directors are appointed at the Shareholders' Meeting from lists presented by the Shareholders, the Issuer has not considered it necessary to adopt a specific succession plan for its executive directors. In fact, the succession plans have the aim of implementing processes in the companies intended to identify replacements of the various managers who hold strategic and executive positions with the professional requirements in line with the Company's objectives. Based on the scale and characteristics of the company, such processes may be less or more sophisticated but to be efficient and effective they must all hold the dual objective of avoiding management rights in the short term and promoting generational replacement over the medium-long term.

Considering the ownership structure of Aeffe and the size of the Company, the Issuer believes that the preparation and possible adoption of succession plans is not a business need at this time, given that such plans are generally used by large companies with broad share ownership; nevertheless, having regard for requests in this regard from the Control, Risks and Sustainability Committee and the independent Directors, the Board mandated the above Committee to examine further the need for a succession plan. Following further examination and consideration, and given the expansion of the Board of Directors, the Committee did not believe it necessary to adopt a succession plan.

8 REMUNERATION OF DIRECTORS - COMPENSATION COMMITTEE

8.1 REMUNERATION OF DIRECTORS

Information on this topic is provided in the relevant parts of the remuneration report published pursuant to art. 123-ter, TUF.

The Shareholders' Meeting held on 27th April 2023 authorized the total remuneration payable to the independent and non-executive Directors. At the Board meeting held on 10th May 2023, acting on a proposal from the Compensation Committee supported by the Board of Statutory Auditors, the Board established the remuneration payable to each -executive Director, each executive Director and each Director with specific responsibilities.

8.2 COMPENSATION COMMITTEE

The Board of Directors has established a Compensation Committee that comprises three nonexecutive directors, the majority of whom are independent.

Its members are:

• Daniela Saitta Independent director President
• Roberto Lugano Non-executive director
• Marco Francesco Mazzù, Independent Director.

The Board has recognized all three members indicated above as having vast finance and accounting experience.

The role of the Compensation Committee is to make proposals to the Board, in the absence of the Directors involved, concerning the remuneration of the executive Directors and those with specific responsibilities, as well as - at the request of the executive Directors - to establish criteria for the remuneration of the Company's senior managers, including any stock-option plans or allocations of shares, as well as any short and medium/long-term MBO bonuses. The Committee meetings may be attended by members of the Board of Statutory Auditors, especially with regard to those meetings held to discuss the proposed remuneration of Executives with Strategic Responsibilities and medium/long-term incentive plans.

The Committee assists the Board by preparing proposed remuneration policies and proposals for the compensation of executive Directors and other directors with specific responsibilities, as well as for setting performance targets linked to the variable component of that compensation.

Pursuant to letters c) and d) of Code Recommendation 25, the compensation committee monitors substantive application of the remuneration policy and specifically verifies the effective achievement of performance objectives.

In performing its functions, the Compensation Committee was able to access to the information and corporate functions needed to complete its tasks, but did not consider it necessary to ask the Board for financial resources or make use of external consultants.

At the meeting held to approve the Remuneration Report, the Committee determined the remuneration policy adopted to be appropriate and consistent with the needs and organization of the Issuer. Committee meetings are coordinated by the Chairman and have been properly minuted; the minutes have been recorded in the minute book.

Further information about the Compensation Committee is provided in the relevant parts of the remuneration report published pursuant to art. 123-ter, TUF.

9 SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENT – CONTROL, RISKS AND SUSTAINABILITY COMMITTEE

The Board has established guidelines for the system of internal control and risk management comprising the set of rules, procedures and organizational structures designed to ensure the real and effective identification, measurement, management and monitoring of the principal risks in order to contribute to the sustainable success of the Issuer - consistent with the strategies adopted by the Issuer.

The Issuer's Board is aware that the system of risk management must be considered together with the system of internal controls over the financial reporting process. The system of internal controls comprises all the operating procedures designed to ensure the credibility, accuracy, reliability and timeliness of financial information, via an appropriate process for the identification, measurement, management and monitoring of the principal risks. The methodology followed when developing the control model was based on the Co.So Report's model, accepted at an international level, and the related guidelines.

An effective system of internal control and risk management is based on principles that require business activity to comply with the applicable internal and external regulations, and be traceable and documented, that require decision-making powers to be assigned and exercised in a manner commensurate the related levels of responsibility and the significance and/or importance of the underlying economic transactions, that require segregation between the persons who take or implement decisions, those who account for the transactions decided and those called upon to carry out the checks required by law and the system of internal controls, and that require confidentiality and compliance with the privacy regulations.

During the year, taking account of information received from the Control, Risks and Sustainability Committee, the Board assessed the adequacy, effectiveness and proper functioning of the system of internal control. This assessment was carried out by analyzing the results of the various checks performed to verify the credibility, accuracy, reliability and timeliness of financial information. No critical issues were identified.

The following parties implement the system of internal control and risk management:

• the Board of Directors;
• the Control, Risks and Sustainability Committee;
• the Chief Executive Officer, as the Director responsible for establishing and maintaining the system of internal control and risk management;
• the Board of Statutory Auditors;
• the Head of Internal Audit function
• the Independent Auditors;
• the Manager of the Health and Safety Function;
• the Executive responsible for preparing the Issuer's accounting documentation;

The Issuer's risk management and internal control system includes a system of risk governance that is properly managed and subjected to periodic checks:

• Investor Protection Model (Law 262/05) - regarding the organization, formalization and verification of the adequacy and functioning of the administrative-accounting procedures that underly the preparation of the corporate disclosures of the Issuer and the Group;

• Organization, Management and Control Model pursuant to Legislative Decree 231/01 on the administrative responsibilities of legal persons;

• Occupational Health and Safety (Decree 81/08), managed by specific professionals employed by the Company;

• Management of IT System Security. The system includes personal data protection controls (Reg. EU 2016/679 – "GDPR").

Specific information flows have been implemented between the Board and the Supervisory and Control Bodies in order to communicate promptly any potential risk situations identified, as well as the outcome of the assessments and checks carried out by the responsible functions.

9.1 CHIEF EXECUTIVE OFFICER

The Board has assigned to Simone Badioli, the Chief Executive Officer, the task among others of monitoring the functioning of the system of internal control and risk management. Among his duties, he ensures identification of the principal business risks and operation of the system of internal control and risk management, having regard for the characteristics of the Group's activities, and reports any issues found to the Control, Risks and Sustainability Committee and the Board.

The Chief Executive Officer: (i) considering the nature of the activities of the Issuer and its subsidiaries, identifies the principal business risks and periodically draws them to the attention of the Board of Directors; (ii) implements the guidelines established by the Board, via the design, development and management of the system of internal controls and risk management and via checks on its overall adequacy and effectiveness; (iii) adapts the system to changes in the legislative and regulatory background; (iv) exercises full powers to request the Internal Audit function to perform checks in specific operating areas and on compliance with internal rules and procedures for the conduct of business transactions, informing at the same time the Chairman of the Board, the Chairman of the Control, Risks and Sustainability Committee and the Chairman of the Board of Statutory Auditors.

In addition, if he deems it necessary and/or appropriate, the above Director may report on a timely basis to the Control, Risks and Sustainability Committee (or the Board) on any problems and issues arising in the performance of his activities, or otherwise coming to his attention, so that such Committee (or the Board) can take appropriate action.

Since no problems or issues arose in the performance of his activities during 2024, the Chief Executive Officer did not send any communications of this type to the Board or the Control, Risks and Sustainability Committee.

9.2 CONTROL, RISKS AND SUSTAINABILITY COMMITTEE

The following Directors are members of the Control, Risks and Sustainability Committee of the Issuer:

• Bettina Campedelli Chair Independent Director with experience in accounting and governance
• Francesca Pace Non-executive Director with expertise in legal matters and finance
• Daniela Saitta Independent Director with expertise in accounting and finance

The Committee provides advice and makes recommendations to the Board regarding the system of internal control and risk management.

The Committee has adopted a Regulation, approved by the Board of Directors, that governs its functioning.

The Committee supports the Board of Directors:

• (i) in determining guidelines for the system of internal control and risk management, consistent with the strategies adopted by the Company;
• (ii) in assessing each year, or more frequently, the adequacy of the system of internal control and risk management, with respect to the characteristics of the business and the risk profile accepted, as well as its effectiveness;
• (iii) in appointing and terminating the Internal Audit Manager, in assessing the adequacy of the resources assigned to the function, and with evaluating the annual audit plan and the periodic reports prepared by the Internal Audit Manager;
• (iv) in assessing the report of the Independent Auditors and any letter of recommendations issued, and the additional report addressed to the Board of Statutory Auditors;
• (v) in describing, in the report on corporate governance, the principal characteristics of the system of internal control system and risk management and the method of coordination between the parties concerned, indicating relevant models and best practices where possible;
• (vi) in evaluating the choices made in relation to the composition of the Supervisory Body pursuant to Legislative Decree 231/2001.

The Committee also:

• (i) assesses, together with the Executive responsible for preparing the Company's accounting documentation and in consultation with the auditing firm, the proper application of accounting standards and their consistency for the purposes of preparing the consolidated financial statements, and the activities carried out in compliance with Law 262/2005;
• (ii) assesses the suitability of periodic, financial and non-financial information for providing the correct representation of the business model, Company strategies, the impact of its activities and its performance;
• (iii) examines the content of the periodic non-financial information of significance to the system of internal control and risk management;
• (iv) expresses opinions on specific aspects relating to the identification of the principal business risks and supports the assessments and decisions of the Board of Directors regarding management of risks deriving from any detrimental facts that become known;
• (v) monitors the adequacy, effectiveness and efficiency of the internal audit function;
• (vi) reports to the Board every six months, at the time of approving the annual and half-year financial reports, on the work performed and on the adequacy of the risk management and internal control system;
• (vii) performs the additional duties assigned by the Board of Directors from time to time.
• (viii) as the body responsible for sustainability, supports and advises the Board of Directors on activities and projects intended to reinforce the Company's commitment to creating value over time for the body of shareholders and all stakeholders, over the medium-long term and in compliance with the applicable principles of sustainable development.

Where necessary, the Control, Risks and Sustainability Committee assesses related-party transactions on a case-by-case basis.

The Control, Risks and Sustainability Committee coordinates its work with the Board of Statutory Auditors, reporting to the Board at least every six months, at the time of approving the annual financial statements and the six-monthly report. The meetings of the Control, Risks and Sustainability Committee are attended by the Chairman of the Board of Statutory Auditors or by another serving auditor designated by him.

The committee meetings have been properly minuted and recorded in the minute book.

All meetings were attended by the Issuer's Chairman of the Board of Statutory Auditors or by an authorized Serving Auditor.

The Control, Risks and Sustainability Committee has right of access to the information and corporate functions necessary for the performance of its tasks, and may make use of external consultants, to the extent established by the Board. If deemed necessary, the Committee may ask the Board to make available to it the financial resources deemed appropriate in order to perform its tasks.

The Committee has reported to the Board every six months on the work performed, as well as on the adequacy of the system of internal control and risk management.

9.3 INTERNAL AUDIT MANAGER

The Internal Audit Manager of the Issuer is Alessandra Barlini (of Operari S.r.l., an Italian benefit corporation). Alessandra Barlini boasts over twenty years of experience in good governance, risk management and internal control consultancy. She was appointed with the favorable opinion of the Control, Risks and Sustainability Committee, after consulting the Board of Statutory Auditors.

As manager of the Internal Audit function, her role is to oversee, on an ongoing basis and in relation to specific requirements, the adequacy and operation of the system of internal control and risk management by implementing an audit plan, approved by the Board of Directors and based on a structured analysis of the principal risks. The Internal Audit Manager has direct access to all the information needed in order to carry out her duties, which include:

• preparing periodic reports containing adequate information about her activities, on the manner in which risks are managed, and on application of the plans defined for their containment; these periodic reports contain an assessment of the suitability of the system of internal control and risk management;
• preparing timely reports on events of particular significance;
• submitting the above reports to the Chairs of the Board of Statutory Auditors, the Control, Risks and Sustainability Committee and the Board of Directors, as well as to the Chief Executive Officer;
• checking, in the context of the audit plan, the reliability of IT systems and, in particular, the accounting systems.

During 2024, the Internal Audit Manager carried out the planned activities on an ongoing basis. These essentially included (i) continuation of the support provided to the Responsible Executive in the context of monitoring and applying the Law 262 model; (ii) execution of the additional tasks envisaged in the Audit Plan for 2024.

Based on the information obtained and the work performed, no significant anomalies have been identified and no significant indicators of internal control weaknesses have been found.

9.4 ORGANIZATIONAL MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001

Among the requirements for obtaining and maintaining STAR status, the Market Regulations envisage adoption of the organization, management and control model referred to in art. 6 of Legislative Decree 231/2001 (the "Organizational Model").

The Organizational Model has been presented to the Board and was adopted on 28th March 2008. The Model has been continually updated and supplemented, obtaining the approval of the Board of Directors (the latest on 14th March 2024). The Model is available on the website of the Issuer at the following address: https://aeffe.com/it/modello-di-organizzazione-gestione-e-controllo/.

With the support and on the initiative of the Supervisory Body, which submits the Model to a continual process of review and also evaluates whether to appoint – for such activity – external specialist entities, the Issuer has effectively fulfilled the practical aspects and the phases of updating the Model.

More specifically, as the interventions for adaption and/or updating of the Model are carried out essentially for:

• legislative/regulatory modifications;
• violations of the Organizational Model or negative outcomes of audits of its efficacy;
• changes to the organizational structure and to the operative and support processes of the Company.

In the Issuer's case, such intervention became necessary solely following the enactment of legislative amendments, with particular reference to the introduction of new categories of crimes covered, no violations of the Model having occurred. The Issuer also incorporated the recommendations sent, during its activity, by the Supervisory Body, amending the control protocols that were no longer fully consistent with the business organization, also in consideration of the corporate reorganization including the mergers done starting from 2022 (the year of the previous update of the Model) to date.

A definitive report addressed to the Board of Directors was prepared and delivered to all Directors and Statutory Auditors. It provided complete information on the phases of work carried out to update the Model and on the results obtained.

The current Supervisory Body is composed of the lawyer Maurizio Bortolotto, President, Mrs. Carla Trotti, member and former effective auditor and Dr. Alessandra Barlini, member and former Head of the Internal Audit Function.

Pollini S.p.A. has adopted its own organization, management and control model since 2014.

9.5 INDEPENDENT AUDITORS

The Firm of Legal Auditors appointed by the Issuer is "RIA Grant Thornton S.p.A.", with registered offices at Corso Vercelli 40, Milan, Milan Companies Register, Tax Code and VAT No. 02342440399 - Business Register No. 1965420, Register of Legal Auditors no. 157902, formerly recorded in CONSOB's special register of auditing firms at no. 49. This appointment was granted on 13th April 2016 and comes to a natural expiry with the review and approval of separate and consolidated financial statements as at 31 December 2024.

9.6 EXECUTIVE RESPONSIBLE FOR PREPARING FINANCIAL AND CORPORATE DOCUMENTATION AND OTHER CORPORATE ROLES AND FUNCTIONS

The Executive responsible for preparing financial and corporate documentation is Matteo Scarpellini, Group CFO, who was appointed on 28th July 2022.

Given the position and role of the Responsible Executive, all appropriate operational and managerial powers have been granted to him, together with significant financial autonomy.

The Articles of Association provide that the Board, having heard the required but not binding opinion of the Board of Statutory Auditors, appoints an Executive responsible for preparing the Issuer's accounting documentation and fixes the related remuneration.

Persons who do not satisfy the following professional requirements cannot be appointed as Responsible Executive and, if already appointed, their mandates lapse:

(a) degree in economics, finance or business management and systems;

a. at least three years' experience in total of:

• administration and control activities or senior management responsibilities within a limited liability company, or

• administrative or management functions or appointments as auditor or consultant, such as registered accountant, for entities operating in the banking, financial and insurance sectors, or in any case sectors that are closely connected with and related to the activities of the Company, that involved the management of economic - financial resources.

In addition, persons who do not satisfy the honorability requirements established in art. 147 quinquies of Legislative Decree 58 dated 24th February 1998 cannot be appointed as Responsible Executive and, if already appointed, their mandate lapses.

If the Responsible Executive ceases to serve, the Board arranges without delay to replace him by appointing a new Responsible Executive, having heard the required but not binding opinion of the Board of Statutory Auditors. Termination of the employment relationship between the Responsible Executive and the Company is a reason for ceasing to serve.

The Responsible Executive exercises the powers and performs the tasks attributed to him in accordance with the provisions of art. 154-bis of Legislative Decree 58 dated 24th February 1998, and the related enabling regulations. For this purpose, the Board has granted the Responsible Executive adequate powers and resources to accomplish the tasks attributed to him.

The Responsible Executive attends those Board meetings that envisage the discussion of matters relevant to his activities.

With reference to art. 154-bis of the TUF, paragraph 5-ter and Consob Resolution number 23563 of 12 March 2025, art.12, it should be noted that the company has identified the delegated body and the manager responsible for drafting the corporate accounting documents as the subjects required to also provide the sustainability reporting certification according to the models indicated in Annex 3C-ter.

DESCRIPTION OF THE PRINCIPAL CHARACTERISTICS OF THE SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENT RELATING TO THE FINANCIAL REPORTING PROCESS

a. Phases in the system of internal control and risk management relating to the financial reporting process

² With which specific amendments were made to the Implementation Regulation of Legislative Decree 24 February 1998, n. 58, concerning the regulation of issuers, adopted with resolution of 14 May 1999, n. 11971 and subsequent amendments

The model envisages the identification of risks that might compromise the effectiveness and efficiency of processes, the reliability of reported information and compliance with the applicable rules and regulations, as well as the identification of controls that mitigate these risks.

The risks identified in relation to financial reporting concern the following accounting assertions:

1. Existence: the assets and liabilities of the company exist at a given date. All recorded transactions took place during the period.

2. Completeness: all transactions and all accounts that should be included in the financial statements have been included.

3. Rights and Obligations: the assets are owned by the company and the liabilities reflects its obligations at a given date.

4. Accuracy and Validity: the assets, liabilities, revenues and costs reported in the financial statements are stated for their correct amounts in the appropriate accounts.

5. Presentation and Disclosure: the information presented in the financial statements is properly classified and described.

The key processes and related controls, devised with reference to the risks associated with the above accounting assertions, are documented using a risks/controls matrix prepared for the Issuer and other group companies of strategic significance, in order to identify and evaluate such controls. These matrices are used to identify any control weaknesses, in order to assess the need for additional checks designed to mitigate any risks that might prevent achievement of the reporting objectives.

The model envisages the performance of specific checking procedures throughout the year to verify that the persons concerned have actually applied the control procedures mentioned above.

The model envisages a flow of information between the various parties involved in the system of internal control. This includes preparation of a document summarizing the results of the monitoring activities carried out during the year, and the action proposed to eliminate any weaknesses found.

b. Roles and functions involved

The system used for the management and control of financial information is managed by the Executive responsible for the preparation of accounting and corporate documentation. This person coordinates the various phases involved, such as planning, implementation, monitoring and updating.

In particular, the role and responsibilities of the Responsible Executive include internal verification of the proper functioning of the processes/accounting flows that are part of this person's operational responsibilities, the completeness and reliability of the information flows, and the adequacy and effective application of the related controls. The Responsible Executive checks all documents and information containing final accounting data relating to the economic and financial position.

The Responsible Executive is required to report periodically to the Control, Risks and Sustainability Committee, the Board of Statutory Auditors and the Supervisory Board about the work performed to check the system of internal controls, and about the results of the assessment work carried out in support of the attestations and declarations made.

In particular, the Responsible Executive exchanges information, both formally and informally, with the Issuer's Control, Risks and Sustainability Committee and Supervisory Board.

9.7 COORDINATION BETWEEN PERSONS INVOLVED IN THE SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENT

The Issuer has not formalized methods of coordination between the various persons involved in the system of internal control and risk management, since such persons have numerous opportunities to meet for informal discussion both during and after (i) meetings of the Control, Risks and Sustainability Committee; (ii) meetings of the Supervisory Body, and (iii) meetings of the Board.

The Control, Risks and Sustainability Committee and the Internal Audit Manager keep the Board of Statutory Auditors constantly informed and collaborate closely with it, not least by joint participation at the meetings of the Control, Risks and Sustainability Committee.

10 DIRECTORS' INTERESTS AND TRANSACTIONS WITH RELATED PARTIES

The Board adopts measures designed to ensure that transactions with related parties are carried out in a transparent manner and comply with the criteria requiring substantial and procedural propriety. A similar requirement is contained in art. 2391-bis of the Civil Code, under which the administrative bodies of companies that make recourse to the market for risk capital must adopt specific internal regulations and procedures to govern transactions with related parties, including those conducted via their subsidiaries, thus ensuring their transparency and substantial and procedural propriety ("Procedure for Transactions with Related Parties").

The Board has adopted measures designed to ensure that transactions with related parties are carried out in a transparent manner and comply with the criteria requiring substantial and procedural propriety. A similar requirement is contained in art. 2391-bis of the Italian Civil Code, under which the administrative bodies of companies that make recourse to the market for risk capital must adopt specific internal regulations and procedures to govern transactions with related parties, including those conducted via their subsidiaries, thus ensuring their transparency and substantial and procedural propriety.

The procedure for related-party transactions covers the approach to be followed should the Company enter into transactions with counterparts that are deemed to be "related parties".

In particular, the procedure governs Transactions involving Minor Amounts, Transactions of Greater Significance, Transactions of Lesser Significance, and Routine Transactions.

Consistent with the above requirements and those contained in Consob Regulation No. 17221 dated 12th March 2010, on 10th November 2010 the Issuer adopted a new procedure for relatedparty transactions that, in compliance with the above regulation, came into effect on 1st January 2011. The procedure was later amended and supplemented in compliance with Consob resolutions 21623 and 21624 dated 10/12/2020. In particular, with respect to the previous version, the Procedure adopted in 2021:

• distinguishes the Transactions involving Minor Amounts not only with reference to the type of operation with the related party, but also - as required by the new regulation with reference "at least" to the nature of the counterparty (natural or legal person);
• has amended the definition of "Related Party" to that envisaged in the new regulation, making reference to the concepts of "control", "joint control" and "significant influence" envisaged in IFRS 10 and 11 and IAS 28;
• has confirmed the obligation placed on Directors involved in (with an interest in) the transaction to abstain from the related Board discussions.

The text of the procedure governing transactions with related parties is available for consultation at the registered offices, on the website of Borsa Italiana and on the website: https://aeffe.com/it/statuto-procedure-e-regolamenti-societari/.

The procedure governing transactions with related parties has been given to all members of the Board of Directors.

11 BOARD OF STATUTORY AUDITORS

11.1 APPOINTMENT AND REPLACEMENT

The Code requires Statutory Auditors, appointed in accordance with gender diversity criteria, to act with autonomy and independence. The Issuer must take steps to guarantee effective performance of the duties assigned to the Board of Statutory Auditors.

The Board of Statutory Auditors comprises three serving auditors and two alternates. The Statutory Auditors remain in office for three financial years and their appointments expire at the Meeting called to approve the financial statements for the final year of their mandate; they may be re-elected. With regard to the criteria and basis for the appointment of Statutory Auditors, art. 22 of the Articles of Association states that the Board of Statutory Auditors comprises 3 (three) serving auditors. As at least two fifths of the members elected as serving auditors must belong to the least represented gender, with numbers rounded down to the lower number in the case of fractions. The Shareholders' Meeting also appoints two alternate auditors, one of each gender. The appointments are made based on lists submitted by shareholders containing a number of candidates no greater than the maximum number of members to be elected.

Shareholders have the right to present lists if, alone or together with other shareholders, they represent at least 2.5% (two point five percent) of the shares with voting rights at ordinary meetings, or such different percentage of the company's share capital as is established by current and applicable laws and/or regulations. Each list must comprise two sections: one for the appointment of serving auditors and the other for the appointment of alternate auditors. Each list must comprise two sections: one for the appointment of serving auditors and the other for the appointment of alternate auditors. The candidates in each section must be listed in consecutive numerical order. Each candidate can appear on just one list, or will be ineligible for election. Considering both sections, lists that contain three or more candidates must ensure gender balance, so that the least represented gender has the proportion prescribed by the legislation currently in force.

The lists, signed by the shareholders presenting them, or by the shareholder appointed to present them, and accompanied by the documentation required by the Articles of Association, must be filed at the registered offices at least 25 (twenty-five) days prior to the date fixed for the Meeting in first (or only) calling and published on the Issuer's website at least 21 (twenty-one) days prior to the date fixed for the Meeting in first (or only) calling. The following information must also be filed, together with each list, by the deadline indicated above: (i) declarations from each candidate accepting their nomination and confirming, under their personal responsibility, the absence of reasons for which they would be ineligible or for which their appointment would lapse by law, and that they satisfy the honorability and professionalism requirements established by law and applicable to such appointments; (ii) complete information on their personal and professional characteristics (curriculum vitae); (iii) the list of appointments as director or auditor held by candidate statutory auditors in other companies or bodies, if relevant under current regulations to the limit on the total number of appointments allowed by the Articles of Association or by the current and applicable laws and/or regulations; (iv) the list of shareholders presenting the list, specifying their personal or company name, address, company registration number or similar and the total percentage of share capital held by them.

Candidates must satisfy the requirements of eligibility, honorability and professionalism established by law, and must not hold a number of appointments as directors or auditors of other companies or entities that exceeds the maximum allowed by current and applicable laws and/or regulations.

If no lists are presented, the Shareholders' Meeting appoints the Board of Statutory Auditors and its Chairman in accordance with the majorities established by current legislation. If only one list is presented, the Board of Statutory Auditors is drawn entirely from that list and the first candidate on the list is appointed as Chairman.

If, on the other hand, two or more lists are presented, the Board of Statutory Auditors is appointed in the following manner:

a) the following candidates will be appointed, in the numerical order in which they appear, from the Majority List: (i) the first two candidates for the office of serving auditor and (ii) the first candidate for the office of alternate auditor;

b) the following candidates will be appointed, in the numerical order in which they appear, from the list that obtains the second-largest number of votes, on condition that such list is not linked, directly or indirectly, with the shareholders who presented or voted for the Majority List: (i) the first candidate for the office of serving auditor, who will also be appointed as Chairman of the Board of Statutory Auditors, and (ii) the first candidate for the office of alternate auditor, if available; otherwise, the alternate auditor will be the first candidate for this office on the first list obtaining the next-largest number of votes that is not linked, directly or indirectly, with the shareholders who presented or voted for the list that obtained the largest number of votes. Should several minority lists obtain the same number of votes, the eldest candidate serving auditor and the eldest candidate alternate auditor will be elected;

c) in the event of a voting tie between two or more lists, the candidates on the list presented by shareholders with the greatest total equity interest or, failing this, by the largest number of shareholders, will be elected.

If the composition of the Board of Statutory Auditors or the category of alternate auditors does comply with the gender balance criterion then, having regard for the order of listing in the respective sections, the candidates from the most represented gender elected last from the respective list shall be replaced by the first candidates of the least represented gender not elected from the same list and the same section. Application of this replacement procedure will continue until the composition of the Board of Statutory Auditors complies with the regulations in force at the time concerning gender balance.

If, during the year, one or more serving auditors drawn from the Majority List (the "Majority Statutory Auditors") cease to serve for any reason, they will be replaced - where possible and always in compliance with the regulations in force concerning gender balance - by the alternate auditor belonging to the same list as the former statutory auditor or, otherwise, by the other alternate auditor. The serving auditor co-opted on this basis remains in office until the next Shareholders' Meeting which will either confirm or replace that person in the usual manner with the normal majorities, without recourse to the system of list voting described in this article 22. The mandate of the serving auditor co-opted on this basis will expire together with those of the other serving auditors already in office when that person was appointed. If it is not possible to proceed on the basis described above, a Shareholders' Meeting must be called, pursuant to art. 2401.3 of the Italian Civil Code, to complete the Board in the usual manner with the normal majorities, without recourse to the system of list voting.

If, during the year, the serving auditor drawn from the Minority List (the "Minority Statutory Auditor") ceases to serve for any reason, that person will be replaced by the alternate auditor belonging to the same list as the former statutory auditor, always in compliance with the regulations in force concerning gender balance. The serving auditor appointed on this basis, who will also become the Chairman of the Board of Statutory Auditors, remains in office until the next

Shareholders' Meeting which will either confirm or replace that person in the usual manner with the normal majorities, without recourse to the system of list voting.

The mandate of the serving auditor co-opted on this basis will expire together with those of the other serving auditors already in office when that person was appointed. If it is not possible to proceed on the basis described above, the mandate of the entire Board of Statutory Auditors is deemed to have lapsed immediately and, consequently, a Shareholders' Meeting must be called to appoint a new Board of Statutory Auditors in accordance with the system of list voting.

If, pursuant to art. 2401.1 of the Italian Civil Code, the Shareholders' meeting must appoint new alternate auditors to the Board of Statutory Auditors, the resolution must be adopted in the usual manner with the normal majorities, always in compliance with the regulations in force concerning gender balance, without recourse to the system of list voting described in this article 22.

The Board of Statutory Auditors monitors compliance with the law and the Articles of Association, and respect for the principles of proper administration including, in particular, the adequacy of the organization, administrative and accounting systems adopted by the Company and the way they function in practice, as well as how the corporate governance rules envisaged by the related regulations are applied in practical terms.

Lastly, the Articles of Association envisage that the Board of Statutory Auditors meets at least every ninety days at the request of any its members.

The mechanism of appointment using the list voting system ensures transparency and the provision of timely and adequate information on the personal and professional characteristics of the candidates.

The Shareholders' Meeting held on 27th April 2023 appointed the Board of Statutory Auditors with reference to the list presented by Fratelli Ferretti Holding S.r.l. (company extinct due to split) and the minority list presented jointly by Anima Sgr S.p.A., manager of the following funds: Anima Crescita Italia, Anima Iniziativa Italia; Arca Fondi Sgr S.P.A., manager of the Arca Economia Reale Equity Italia fund; BancoPosta Fondi S.p.A. SGR, manager of the Bancoposta Rinascimento fund; Fideuram Asset Management Ireland, manager of the Fonditalia Equity Italy fund; Fideuram Intesa Sanpaolo Private Banking Asset Management Sgr S.P.A., manager of the following funds: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 30, Piano Bilanciato Italia 50; Interfund Sicav - Interfund Equity Italy; Mediolanum Gestione Fondi Sgr S.P.A., manager of the following funds: Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia ("Minority Shareholders").

The above lists, accompanied by the documentation specified in art. 15 of the Articles of Association, were filed at the registered offices and with Borsa Italiana within the time limits established by law and in the Articles of Association.

They were also published on the Company's website during the twenty-one days prior to the Shareholders' Meeting.

List 1, presented by the Majority Shareholders indicated the following candidate members of the Board of Statutory Auditors:

Serving Auditors:

• 1. Fernando Ciotti
• 1. Carla Trotti
• 1. Paola Castiglioni

Alternate Auditors:

• 1. Nevio Dalla Valle
• 1. Stefania Bonando

List 2, presented by the Majority Shareholders indicated the following candidate members of the Board of Statutory Auditors:

Serving Auditors:

1. Stefano Morri

Alternate Auditors:

1. Daniela Elvira Bruno

List 1 presented by Fratelli Ferretti Holding S.r.l., the Majority Shareholder, received the vote in favor of 1 shareholder holding 66,347,690 (sixty-sixmillion threehundredandforty-seventhousand sixhundredandninety) shares comprising 92.633% of the share capital represented at the Shareholders' Meeting.

List 2, presented jointly by the Minority Shareholders, specifically Anima Sgr S.p.A. (manager of the funds: Anima Crescita Italia, Anima Iniziativa Italia); "Arca Fondi SGR S.p.A." (manager of the fund: Arca Economia Reale Equity Italia); "BancoPosta Fondi S.p.A. SGR" (manager of the fund: Bancoposta Rinascimento); "Fideuram Asset Management Ireland" (manager of the fund: Fonditalia Equity Italy); "Fideuram Intesa Sanpaolo Private Banking Asset Management Sgr S.p.A." (manager of the funds: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 30, Piano Bilanciato Italia 50; Interfund Sicav - Interfund Equity Italy); "Mediolanum Gestione Fondi Sgr S.P.A." (manager of the funds: Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia), received votes in favor from 33 (thirty-three) shareholders holding 5,276,281 shares comprising 7.3673% (seven point three six seven percent) of the share capital represented at the Shareholders' Meeting.

Pursuant to art. 22.7 of the Articles of Association and having regard for the gender balance requirement, the Board of Statutory Auditors comprises the following members:

Serving Auditors:

• 1. Stefano Morri was appointed as Chairman of the Board of Statutory Auditors in accordance with the Articles of Association, being the first candidate serving auditor on the list obtaining the second largest number of votes and not associated, directly or indirectly, with the shareholders that presented and voted for the list that obtained the largest number of votes;
• 1. Fernando Ciotti
• 1. Carla Trotti

Alternate Auditors:

• 1. Nevio Dalla Valle
• 1. Daniela Elvira Bruno

The mandate of the current Board of Statutory Auditors expires on approval of the financial statements as at 31st December 2025.

11.2 COMPOSITION AND FUNCTIONING (PARA. 2, LETTERS D) AND D)-BIS OF ART. 123-BIS, TUF)

The current Board of Statutory Auditors comprises:

Serving Auditors:

• Stefano Morri Chairman of the Board of Statutory Auditors
• Fernando Ciotti
• Carla Trotti

Alternate Auditors:

• Nevio Dalla Valle
• Daniela Elvira Bruno

The quorum required for the presentation of lists at the time of the most recent appointment of the Board of Statutory Auditors was 2.5% (two point five percent) of the shares with voting rights at ordinary meetings.

The Company appoints professionals of great skill and experience, drawn from expert and famous professional practices and/or universities, as members of its controlling boards. The Board comprises professionals with adequate skills and knowledge of financial, accounting and legal matters, who do not have any professional relationships with the Issuer and/or the Group; the Chairman of the Board is the Serving Auditor drawn from the Minority List. The Issuer therefore considers the composition of the Board to be adequate to ensure the independence and professionalism of the function.

The list of appointments in other companies held by members of the Board of Statutory Auditors is attached to the report on their supervisory activities prepared by the Statutory Auditors pursuant to para. 1 of art. 153 TUF.

The personal and professional characteristics of each statutory auditor are indicated in the nominations presented by the shareholders, which are published on the website of the Company at the following webpage: https://aeffe.com/it/organi-sociali/.

DIVERSITY CRITERIA AND POLICIES

The Articles of Association require the Company to appoint the members of the Board of Statutory Auditors

in compliance with the gender balance requirements. One third of the Board of Statutory Auditors comprises auditors of the least represented gender.

The Board of Statutory Auditors met 13 (thirteen) times during 2023, of which 8 (eight) times during the previous mandate and 5 (five) times following the appointments made at the Shareholders' Meeting held on 27th April 2023. All meetings were attended by all serving members in office.

The average duration of the meetings was 2 hours and 15 minutes.

The Board has scheduled 10 (ten) meetings in the current year, of which 2 (two) have already been held.

INDEPENDENCE

On 15th March 2024 the Board of Statutory Auditors verified the independence of its members and, on that date, sent the Board of Directors an extract of the meeting minutes containing the criteria applied and the outcome of verification work.

Each auditor, for their part, verified the absence of reasons for ineligibility, lapsing or incompatibility, the absence of professional and commercial relationships with the Company, with the Group and associated senior employees, and compliance with the limit of accumulated roles established by the Issuers' Regulation.

Moreover each auditor individually acknowledged the negative outcome of his/her verification of the risk of compromised independence, deriving from specific activities, relationships and other circumstances subsequent to appointment, as indicated below:

• Risks deriving from personal interests
• Risks deriving from self-review
• Risks deriving from excessive familiarity, trust or confidentiality
• Risks deriving from intimidation

Fernando Ciotti, holding the position of Serving Auditor within the Group for more than nine of the past twelve years (Recommendation 7 - letter e - of the Corporate Governance Code, as referenced in Rule of Conduct Q.1.5 of CNDCEC - the Italian Accounting Profession), also provided suitable justification regarding the absence of risks of familiarity, based on the additional, in-depth assessment carried out by him.

Each auditor confirmed that the personal risk assessment process carried out considered all relationships and dealings with the Company or with other companies of the Group and with the senior managers of those companies, as well as the absence of dealings and relationships with the Company or with other companies of the Group by the other individuals in the same professional network.

The Statutory Auditors also evaluated positively the reasonableness of their remuneration, considering the intense commitment dedicated to performance of the role and the overall remuneration recognized to non-executive directors of the Company for their activities on both the Board of Directors and its committees. From the considerations made, the remuneration of the Board of Statutory Auditors was deemed to be adequate and proportional to the intense commitment dedicated to participating in meetings of the Board of Directors and its committees.

The Board of Statutory Auditors has self-assessed the suitability of its members via an analysis of the following:

• Requirements of professionalism, competence and experience;
• Requirements of independence in relation to the industry regulatory provisions;
• Accumulation of roles in relation to the industry regulatory provisions;
• Assessment of the operation of the Board with reference to aspects concerning: convening meetings, participation and recording of meetings and managing follow-up activities, the content and timeliness of documents made available at the company offices on items scheduled on the agenda and the quality of information received, participation of members in the meetings of the Board of Statutory Auditors, the coordination activities performed by the Chair of the Board, the management of any actions to be undertaken following the verification activities performed;
• Assessment of the powers of the Board in performing the control functions;

• Assessment of the availability of time agreed by the members in relation to the methods of implementing the role as planned;
• Adequacy of the composition of the Board with reference to the gender balance and age of the members, the operations of a fashion and luxury goods company, the knowledge of the markets and services provided by the Issuer, knowledge of industry regulation, methods of risk management and control and more generally, the internal controls system, knowledge of issues associated with governance and company organization, including with reference to the computer system, professional development activities;
• Collaboration and interaction between the members of the Board;
• Adequacy and timeliness of information exchanged;
• Functionality and quality of information flows with the management boards and with the control divisions and roles;
• Exchange of information with the auditing firm;
• Exchange of information with the Supervisory Body pursuant to Legislative Decree 231/01;
• Remuneration.

In reaching this determination, the Board of Statutory Auditors applied all the Recommendations made in the Code.

At the meeting held on 24th March 2023, the Board of Statutory Auditors verified the independence of the legal auditors, checking both compliance with current regulations and the nature and extent of any non-audit services provided to the Issuer and its subsidiaries by the legal auditors and members of its network.

Lastly, in the performance of its duties, the Board of Statutory Auditors coordinated with the Control, Risks and Sustainability Committee; (whose meetings were attended by the Chairman of the Board of Statutory Auditors). The Chairman of the Board of Statutory Auditors attended all the meetings of the Control, Risks and Sustainability Committee, verifying the effectiveness of the procedures adopted and contributing to the identification of the most sensitive areas within the company.

At the meeting held on 17th March 2023, pursuant to the provisions of art. 149, para. 1.c-bis TUF, the Board checked proper application of the assessment criteria and procedures adopted by the Board of Directors for assessing the independence of its members.

REMUNERATION

The remuneration of the Statutory Auditors is consistent with the work required, the importance of their role and the size and business sector of the Issuer. The remuneration of the Statutory Auditors was fixed with reference to the professional tariffs envisaged in art. 29 of Min. Decree 140 dated 20th July 2012, the results of the study of the corporate governance of Italian listed companies, published by Assonime, and the average remuneration of the Statutory Auditors of listed companies.

MANAGEMENT OF INTERESTS

The members of the Board of Statutory Auditors are subject to application of the Issuer's Procedure for Transactions with Related Parties, the contents of which are described in Section 10 of the Report. Furthermore, should a member of the Board of Statutory Auditors have an interest in a transaction carried out by the Issuer, whether directly or indirectly, such person must provide complete and timely information to the other statutory auditors and to the Board, specifying the nature, terms, origin and extent of this interest.

12 RELATIONS WITH THE SHAREHOLDERS

ACCESS TO INFORMATION

The Issuer believes that it is in its specific interests – as well as a duty towards the market – to establish, right from the time of listing, an ongoing dialog with all shareholders based on a mutual understanding of the respective roles; this dialog must be carried forward in compliance with the procedures established for the external communication of business documents and information. Pursuant to para. 3.j) of art. 2.2.3 of the Market Regulations, the Company has identified from within its organizational structure a professionally-qualified person to serve as investor relations officer.

The Issuer has also created easily found and accessible sections (investor relations and governance) on its website www.aeffe.com containing information about the Issuer that is relevant to shareholders, so they can exercise their rights in full knowledge. The section of the Group website dedicated to investor relations contains all financial reports and significant information, in order to provide a better understanding of corporate phenomena.

Shareholders can also contact the Issuer's Corporate Secretariat for any help or clarification they may need relating to the exercise of their rights.

DIALOG WITH THE SHAREHOLDERS

As required by the new Code, the Issuer has adopted a suitable policy available on the institutional website at: https://aeffe.com/it/statuto-procedure-e-regolamenti-societari/.

The Policy for the management of dialog with the Shareholders (the "Dialog Policy") was adopted by the Board of Directors at the meeting held on 30th July 2021, having consulted and involved the Control, Risks and Sustainability Committee and acting on a proposal from the Chairman of the Board, in accordance with Recommendation 3 of the Corporate Governance Code.

The Dialog Policy requires each function involved in the dialog with Shareholders to have access to adequate resources and means to organize, management, safeguard and facilitate such dialog, in accordance with the principles of transparency, timeliness, equal treatment, promotion of corporate objectives and compliance.

Responsibility for the Dialog with current and potential investors, or the organizations that represent them, lies with the Chairman, in his role as legal representative of the Company and link between the executive and non-executive directors, as well as guarantor of the proper pursuit of the mission of the Board. This responsibility extends to relations with all investors and shareholders. In the performance of his functions, the Chairman is assisted by the Investor Relations Officer.

There are numerous opportunities for information and dialog with the Issuer. In particular, quarterly conference calls are organized with analysts, investors and journalists to present the results of the Group and the progress of business plans.

The program of financial communications also includes roadshows, meetings with investors and analysts, and participation at sector conferences; in fact, the Investor Relations function interacts continuously with analysts/investors, except in the days immediately prior to publishing the results for the period.

Dialog with smaller shareholders includes relations with their associations and the organization of dedicated events.

Without prejudice to the fundamental principles and the regulatory constraints on the communications policy adopted by Aeffe, there are no predetermined limits on Company engagement with current and potential investors or the organizations that represent them.

13 SHAREHOLDERS' MEETINGS

Shareholders' meetings are either ordinary or extraordinary, as defined by law.

Shareholders' Meetings are called at the registered offices or elsewhere in Italy by a notice published, within the timescales envisaged by current legislation, in a national daily newspaper.

The ordinary meeting is called whenever required by law and when deemed appropriate by the Board of Directors. The Shareholders' Meeting is also called by the Board of Directors at the request of shareholders representing at least 5% (five percent) of the share capital, to the extent allowed by the final paragraph of art. 2367 of the Italian Civil Code, or by the Board of Statutory Auditors, or by at least 2 (two) of its members.

The tasks and powers of the shareholders' meeting are those established by law.

During 2023, the shareholders who control the Issuer did not notify the public of any proposals that should have been presented to the shareholders' meeting regarding matters for which no specific proposals had been made by the directors.

In order to attend the Shareholders' Meeting, the Issuer must receive the communication from the authorized intermediary envisaged in art. 83-sexies, TUF. This communication must be received prior to the start of the session.

Ordinary and extraordinary meetings can be held in multiple locations, either adjoining or distant, that are linked by audio/video communications, on condition that the collegiate method and the principles of good faith and equal treatment for all shareholders are respected. In particular, it is necessary that:

(i) the Chairman of the Meeting, with support from the Chairman's office or otherwise, is able to determine the identity and legitimacy of those attending, govern the conduct of the meeting, and determine and proclaim the results of voting;

(ii) the person responsible for taking the minutes is able to follow adequately the meeting events to be minuted;

(iii) those attending are able to take part in the discussions and in simultaneous voting on the matters on the agenda;

(iv) the notice of meeting specifies the locations equipped with audio/video communications provided by the company, where shareholders may gather; the meeting will be deemed to be held in the location where both the Chairman and the person responsible for taking the minutes are present.

The shares requiring the communication specified in para. 2 of art. 2370 c.c. remain unavailable until the meeting has been held.

The shareholders who are entitled to attend the Meeting may be represented by another person, who need not be a shareholder, bearing a written proxy prepared in accordance with legal requirements. This proxy may be granted by electronic means, in the manner envisaged by the Ministry of Justice. The proxy may be notified to the company by certified e-mail at the address specified each time in the notice of meeting. The proxy form is available from the registered offices and from the Issuer's website at: https://aeffe.com/it/documenti-relativi-alle-assemblee-degliazionisti/.

Pursuant to the law and art. 11 of the Articles of Association, shareholders are entitled to attend the Meeting and exercise their voting rights on presentation of a communication addressed to the Issuer by an authorized intermediary, as defined in the applicable regulations. This communication is released by the latter following reference to the accounting information

recorded at the accounting close of the seventh trading day prior to the date fixed for the Meeting (so-called "record date"). Persons obtaining ownership of the shares subsequent to the record date are not entitled to attend the Meeting or to vote. Each shareholder may be represented at the Meeting by a person holding a written proxy, except in the cases of incompatibility and with the restrictions envisaged in current regulations. The Issuer's proxy form is available from the intermediaries authorized to issue the communication confirming the shareholder's right to attend the ordinary meeting, or from the Company's website (https://aeffe.com/it/documentirelativi-alle-assemblee-degli-azionisti/); it may also be obtained from the Corporate Secretariat of Aeffe S.p.A.. In addition, pursuant to the Articles of Association, each shareholder is entitled to notify proxies by e-mail sent to the Issuer's certified e-mail address. Proxyholders giving or sending the Issuer a copy of the proxy form must confirm, taking full personal responsibility, that it is a true copy of the original and also confirm the identity of the delegating shareholder. Without cost for the delegating shareholder, the proxy may be granted - with voting instructions for some or all items on the agenda - to the independent company specified by the Issuer in the notice of meeting as the representative designated by the company pursuant to art. 135-undecies of Legislative Decree 58/98, on condition that this company receives the original, sent by registered letter or certified e-mail, by the end of the second trading day before the date fixed for the meeting in first calling. Proxies given on this basis do not apply to proposed resolutions for which voting instructions are not given. Proxies and voting instructions may be revoked by the end of the second trading day before the date fixed for the meeting in first or sole calling.

Pursuant to art. 127-ter, TUF, shareholders may submit questions about items on the agenda prior to the meeting, by sending a registered letter or certified e-mail to the addresses specified in the notice of meeting.

Interested parties must provide the information needed to identify them. Questions are answered at the Meeting, at the latest, and the Issuer is entitled to give a combined reply to questions of a similar nature.

Pursuant to art. 126-bis, TUF, shareholders who, together or alone, hold at least one fortieth of the share capital may, within ten days of publication of the notice of meeting, request the addition of specific items to the agenda. This request must be presented in writing, sent by registered letter or certified e-mail to the addresses specified in the notice of meeting, on condition that it is received by the deadline stated above. By this deadline and in the same manner, the proposing shareholders must also present a report on the matters to be discussed at the meeting. Information about any additions to the agenda for the Meeting subsequent to receipt of the above requests will be provided, in the manner established for publishing notices of meetings, at least fifteen days prior to the date fixed for the meeting.

In addition to publishing the notice of amendment, the report prepared by the requesting shareholders must also be made available to the public at the same time, in the manner applicable to other meeting documentation, and accompanied by any related considerations made by the Board of Directors. Additions to the agenda are not allowed for matters that, by law, may only be voted on at the meeting following a recommendation from the directors, or based on a project or report prepared by them that is not included in those indicated in para. 1 of art. 125-ter, TUF.

The meeting and voting quorums specified in the Articles of Association of the Issuer are the same as those envisaged in current legislation.

By resolution of the Board meeting held on 26th March 2007, the Issuer adopted the text of the meeting regulations which are available for consultation in their entirety on the Issuer's website: www.aeffe.com/governance. The meeting regulations establish rules of conduct at meetings intended to guarantee the right of each shareholder to speak on the matters under discussion.

In particular, shareholders intending to speak must apply to the Chairman after the agenda item relevant to the question has been read out and the discussion period has been opened, but before the Chairman declares discussion of that item to be closed. Requests are made by the raising of hands, unless the Chairman has called for written requests. In the case of hand raising, the Chairman gives the floor to the first person to raise a hand. If this cannot be determined with precision, the Chairman gives the floor in the order determined at his sole discretion. In the case of written requests, the Chairman gives the floor in the order that the requests were recorded. The Chairman and/or, upon his invitation, the directors and the statutory auditors to the extent of their responsibilities or as deemed useful by the Chairman in relation to the matter discussed, reply immediately after each shareholder authorized to speak has spoken, or after all speakers on the matter discussed have spoken, as decided by the Chairman. Shareholders are entitled to speak just once in relation to each agenda item, except for any reply and declaration of voting intention, the duration of which may not exceed five minutes. Having regard for the nature and importance of each agenda item, the Chairman will specify the time available for each shareholder to speak. The duration will usually not be less than 5 (five) minutes or more than 10 (ten) minutes.

The Board reports to the Shareholders' Meeting on the work performed and that planned, and takes steps to ensure that shareholders obtain the information needed to adopt resolutions with full awareness of the matters concerned, via publication on the Issuer's website and filing at the registered offices and on the website of Borsa Italiana.

The Shareholders' Meeting held on 23th April 2024 was attended by ten directors.

Each year, the Issuer makes available to the market and the shareholders a Compensation Report prepared pursuant to art. 123-ter TUF and in accordance with art. 84-quater of the Issuers' Regulation. This Report is approved by the Compensation Committee (whose functions are described in the Report on Corporate Governance) and, accordingly, the Chairman of the Compensation Committee has not considered it necessary to report to the shareholders on the way that the Committee functions.

There were no significant changes in the market capitalization of the Issuer's shares, or in the ownership of the Issuer, during the year.

14 ADDITIONAL ASPECTS OF CORPORATE GOVERNANCE

There are no other aspects of corporate governance beyond those described in the Issuer's Report and those required by current legislation and regulations.

15 CHANGES SUBSEQUENT TO YEAR END

There have not been any significant changes in corporate governance subsequent to year end.

16 OBSERVATIONS ON THE LETTER FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

The Risk Control and Sustainability Committee has assessed the considerations of the letter of 17 December 2024 from the Chairman of the Corporate Governance Committee of Borsa Italiana, then reporting its assessments to the Board of Directors, without highlighting critical issues with respect to the recommendations contained in the Chairman's letter.

San Giovanni in Marignano, 14th March 2024

For the Board of Directors

The Chairman Massimo Ferretti

SUMMARY TABLES

• Table 1: Information about the ownership structure as at 14th March 2024
• Table 2: Share capital structure
• Table 3: Structure of the Board of Directors and its committees
• Table 4: Structure of the Board of Statutory Auditors

SHARE CAPITAL STRUCTURE
	NO. OF SHARES	% OF SHARE CAPITAL	LISTED IN STAR SEGMENT	RIGHTS AND OBLIGATIONS
ORDINARY SHARES (increased voting rights not envisaged)	107,362,504	100%	107,362,504	RIGHTS AND OBLIGATIONS ASSOCIATED WITH ORDINARY SHARES
PREFERENCE SHARES	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
SHARES WITH MULTIPLE VOTING RIGHTS	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
OTHER CATEGORIES OF SHARE WITH VOTING RIGHTS	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
SAVINGS SHARES	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
CONVERTIBLE SAVINGS SHARES	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
OTHER CATEGORIES OF SHARE WITHOUT VOTING RIGHTS	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
OTHER	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE

TABLE 1 - INFORMATION ABOUT THE OWNERSHIP STRUCTURE AS AT 14TH MARCH 2024

OTHER FINANCIAL INSTRUMENTS (carrying the right to subscribe for new shares)
	Listed (indicate the markets) / non listed	No. of instruments outstanding	Category of shares servicing the conversion/exercise	No. of shares servicing the conversion/exercise
Convertible bonds	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE
Warrants	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE	NOT APPLICABLE

SIGNIFICANT INTERESTS IN SHARE CAPITAL
Declarant	Direct ownership	% of ordinary capital	% of voting capital
COLLOPORTUS S.R.L.	COLLOPORTUS S.R.L.	30,899	30,899
FQUATTRO S.R.L.	FQUATTRO S.R.L.	30,899	30,899
AEFFE S.P.A.	AEFFE SPA	8,325	8,325

TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AT THE REPORTING DATE

						BOARD OF DIRECTORS
Position	Members	Year of birth	Date of first appointment *	In office from	In office until	List Presenters **	List M/m ***	Exec.	Non exec.	Ind. per Code	Ind. per TUF	No. other appointments ****	Attendance *
Chairman	Massimo Ferretti	1956	16th July 1990	27th April 2023	Meeting to approve financial statements as at 31/12/2025	Shareholders	M	X				-	7/7
Deputy Chairman	Alberta Ferretti	1950	16th July 1990	27th April 2023	Meeting to approve financial statements as at 31/12/2025	Shareholders	M	X				-	6/7
Chief Executive Officer●	Simone Badioli	1969	30th April 1993	27th April 2023	Meeting to approve financial statements as at 31/12/2025	Shareholders	M	X				-	7/7
Director	Giancarlo Galeone	1961	17th December 2021	27th April 2023	Meeting to approve financial statements as at 31/12/2025		-	X				-	7/7
Director	Marco Francesco Mazzù	1972	22nd April 2020	27th April 2023	Meeting to approve financial statements as at 31/12/2025	Shareholders	m		X	X	X	-	7/7
Director	Roberto Lugano	1959	23rd May 2007	27th April 2023	Meeting to approve financial statements as at 31/12/2025	Shareholders	M		X	-	X	-	7/7
Director○	Daniela Saitta	1962	12th April 2017	27th April 2023	Meeting to approve financial statements as at 31/12/2025	Shareholders	M		X	X	X	1	7/7
Director	Bettina Campedelli	1962	14th May 2019	27th April 2023	Meeting to approve financial statements as at 31/12/2025	Shareholders	M		X	X	X	1	7/7
Director	Francesca Pace	1961	17th March 2022	27th April 2023	Meeting to approve financial statements as at 31/12/2025		M		X	X	X	3	7/7
Director	Francesco Ferretti	1987	8th June 2023	8th June 2023	Meeting to approve financial statements as at 31/12/2025		M	X				-	6/6

No. meetings held during the year: 7

Following the appointment of the new Board on 27 April 2023, the Assembly held on 8 June 2023 increased the number of members of the Board to 10 and appointed Francesco Ferretti as a director.

Quorum required for submitting lists by minorities for the election of one or more members (art. 147-ter TUF): 2.5%

NOTES

(*) Date of first appointment of each director means the date on which the director was appointed for the first time (ever) to the Board of the Issuer.

• This symbol indicates the director responsible for the system of internal control and risk management.

(**) This column indicates whether the list from which each director was drawn was presented by the Shareholders or by the Board.

○ This symbol indicates the Lead Independent Director (LID).

(***) This column indicates the list from which each director was drawn (M=majority / m=minority)

(****) This column indicates the number of appointments as director or statutory auditor held by the person concerned in other listed or large companies.

(*****) This column indicates the attendance by directors at Board meetings.

Board		Executive Committee		RPT Committee		Control and Risks Committee		Compensation Committee		Appointments Committee		Other committee		Other committee
Position/Type	Members	(*)	(**)	(*)	(**)	(*)	(**)	(*)	(**)	(*)	(**)	(*)	(**)	(*)	(**)
Chairman of the Board - executive / non independent	Massimo Ferretti	3/3	C	N.A.	N.A.					N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
CEO	Simone Badioli	3/3	M	N.A.	N.A.					N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
Executive Director - non independent	Francesco Ferretti	3/3	M	N.A.	N.A.					N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
Executive Director - non independent	Giancarlo Galeone	3/3	M	N.A.	N.A.					N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
Director - non-executive / independent per TUF and Code	Daniela Saitta			N.A.	N.A.	6/6	M	2/2	C	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
Director - non-executive / independent per TUF and Code	Bettina Campedelli			N.A.	N.A.	6/6	C			N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
Director - non-executive / independent per TUF and Code	Marco Francesco Mazzù			N.A.	N.A.			2/2	M	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
Director - non-executive / independent per TUF	Roberto Lugano			N.A.	N.A.			2/2	M	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
Director - non-executive / independent per TUF	Francesca Pace			N.A.	N.A.	6/6	M	N.A.	M	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
							DIRECTORS TERMINATED DURING YEAR
-	-	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

TABLE 3: STRUCTURE OF BOARD COMMITTEES

Executive of the Issuer / Other	Name and surname	N.A.					N.A.	N.A.	N.A.	N.A.
No. meetings held during the year:		N.A.	N.A.	N.A.	N.A.	N.A.	N.A.		N.A.
NOTES
(*) This column indicates the participation by directors at Committee meetings (indicate the number of meetings attended with e.g. 6/8; 8/8, etc.).						respect to the total number of meetings held;
(**) This column indicates the position of the director on the Committee: "C" Chair, "M" member.

TABLE 4: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AT THE REPORTING DATE

Position Chairman Stefano Morri	Members	Year of birth	Date of first appointment *	In office	In office until	List	Ind. per Code	Attendance at meetings	No. other
				from		M/m**			appointments ***
		1959	22nd April 2020	27th April 2023	Meeting to approve financial statements as at 31/12/2025	m	X	13/13	-
Serving Auditor Ciotti	Fernando	1956	29th April 2008	27th April 2023	Meeting to approve financial statements as at 31/12/2025	M	X	13/13	-
Serving Auditor	Carla Trotti	1969	12th April 2017	27th April 2023	Meeting to approve financial statements as at 31/12/2025	M	X	13/13	-
Alternate Auditor Valle	Nevio Dalla	1963	12th April 2017	27th April 2023	Meeting to approve financial statements as at 31/12/2025	M	X	-	-
Alternate Auditor	Daniela Elvira Bruno	1969	12th April 2017	27th April 2023	Meeting to approve financial statements as at 31/12/2025	m	X	-	1
No. meetings held during the reporting period: 13
					The quorum required for submitting lists by minorities for the election of one or more members is 2.5%

** this column indicates the list from which each statutory auditor was drawn (M= majority /m=minority)

*** this column indicates the number of appointments as director or statutory auditor held by the person concerned in other companies listed on regulated markets