Gefran

Governance Information • Mar 31, 2025

Report on 2024 Corporate Governance and Ownership Structure of Gefran S.p.A.

Pursuant to Article 123-bis of the Consolidated Law on Finance Traditional management and control model

www.gefran.com Approved by the Board of Directors on March 13, 2025

CONTENTS

GLOSSARY

1. ISSUER PROFILE

2. INFORMATION ON OWNERSHIP STRUCTURE (pursuant to Article 123-bis, paragraph 1, Consolidated Law on Finance) AS OF 31/12/2024

• a) Structure of share capital (pursuant to Article 123-bis, paragraph 1, letter a), Consolidated Law on Finance)
• b) Restrictions on the transfer of securities (pursuant to Article 123-bis, paragraph 1, letter b), Consolidated Law on Finance)
• c) Significant shareholdings (pursuant to Article 123-bis, paragraph 1, letter c), Consolidated Law on Finance)
• d) Securities conferring special rights (pursuant to Article 123-bis, paragraph 1, letter d), Consolidated Law on Finance)
• e) Employee stock ownership scheme: mechanism for exercising voting rights (pursuant to Article 123-bis, paragraph 1, letter e), Consolidated Law on Finance)
• f) Restrictions on voting rights (pursuant to Article 123-bis, paragraph 1, letter f), Consolidated Law on Finance)
• g) Agreements between shareholders (pursuant to Article 123-bis, paragraph 1, letter g), Consolidated Law on Finance)
• h) Change of control clauses (pursuant to Article 123-bis, paragraph 1, letter h), Consolidated Law on Finance) and statutory provisions on public tender offers (pursuant to Articles 104, paragraph 1-ter, and 104-bis, paragraph 1, Consolidated Law on Finance)
• i) Powers to increase the share capital and authorise the purchase of own shares (pursuant to Article 123-bis, paragraph 1, letter m), Consolidated Law on Finance)
• j) Management and coordination activities (pursuant to Article 2497 et seq. of the Italian Civil Code)

3. COMPLIANCE (pursuant to Article 123-bis, paragraph 2, letter a), first part, Consolidated Law on Finance)

4. BOARD OF DIRECTORS

• 4.1 ROLE OF THE BOARD OF DIRECTORS
• 4.2 APPOINTMENT AND REPLACEMENT (pursuant to Article 123-bis, paragraph 1, letter l), Consolidated Law on Finance)
• 4.3 COMPOSITION (pursuant to Article 123-bis, paragraph 2, letters d) and d-bis), Consolidated Law on Finance)
• 4.4 FUNCTIONING OF THE BOD (pursuant to Article 123-bis, paragraph 2, letter d), Consolidated Law on Finance)
• 4.5 ROLE OF THE CHAIRWOMAN OF THE BOD
• 4.6 EXECUTIVE DIRECTORS
• 4.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR
• 5. CORPORATE INFORMATION MANAGEMENT
• 6. COMMITTEES WITHIN THE BOARD (pursuant to Article 123-bis, paragraph 2, letter d), Consolidated Law on Finance)
• 7. SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS – APPOINTMENTS COMMITTEE
  • 7.1 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS

7.2 APPOINTMENTS COMMITTEE

8. REMUNERATION OF DIRECTORS – REMUNERATION COMMITTEE

• 8.1 REMUNERATION OF DIRECTORS
• 8.2 REMUNERATION COMMITTEE

9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM – CONTROL AND RISKS COMMITTEE

• 9.1 CHIEF EXECUTIVE OFFICER
• 9.2 CONTROL AND RISKS COMMITTEE
• 9.3 HEAD OF INTERNAL AUDIT FUNCTION
• 9.4 ORGANISATIONAL MODEL pursuant to Legislative Decree no. 231/2001
• 9.5 EXTERNAL AUDITOR
• 9.6 EXECUTIVE IN CHARGE OF FINANCIAL REPORTING AND OTHER COMPANY ROLES AND FUNCTIONS
• 9.7 COORDINATION BETWEEN PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

10. DIRECTORS' INTERESTS AND TRANSACTIONS WITH RELATED PARTIES

11. BOARD OF STATUTORY AUDITORS

• 11.1 APPOINTMENT AND REPLACEMENT
• 11.2 COMPOSITION AND FUNCTIONING (pursuant to Article 123-bis, paragraph 2, letters d) and d-bis), Consolidated Law on Finance)
• 11.3 ROLE

12. RELATIONS WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS

• 13. MEETINGS (pursuant to Article 123-bis, paragraph 1, letter l) and paragraph 2, letter c), Consolidated Law on Finance)
• 14. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (pursuant to Article 123-bis, paragraph 2, letter a), second part, Consolidated Law on Finance)
• 15. CHANGES OCCURRING SINCE THE END OF THE YEAR
• 16. CONSIDERATIONS REGARDING THE LETTER FROM THE CORPORATE GOVERNANCE COMMITTEE CHAIRMAN

CHARTS

CHART 1: INFORMATION ON OWNERSHIP STRUCTURE AS OF 31/12/2024

CHART 2: COMPOSITION OF THE BOARD OF DIRECTORS

CHART 3: STRUCTURE OF BOARD COMMITTEES

CHART 4: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS

ANNEXES

Annex 1: Instructions for completing the paragraph on the "Principal characteristics of the existing risk management and internal control systems in relation to the financial reporting process" pursuant to Article 123-bis, paragraph 2, letter b), Consolidated Law on Finance

Annex 2: Recommendations contained in the Corporate Governance Committee Chairman's Letters sent to issuers starting from 2020

GLOSSARY

Board/BoD: the Issuer's Board of Directors.

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

Code/CG Code: the Corporate Governance Code of listed companies approved in January 2020 by the Corporate Governance Committee.

Committee/CG Committee/Corporate Governance Committee: the Italian Corporate Governance Committee promoted by Borsa Italiana S.p.A. and by ABI, Anie, Assogestioni, Assonime and Confindustria.

Consob Issuers' Regulation: the regulation issued by Consob with Resolution no. 11971 of 1999 (as subsequently amended and integrated) on issuers.

Consob Regulation on Markets: the regulation issued by Consob with Resolution no. 20249 of 2017 on markets.

Consob Related Parties Regulation: the regulation issued by Consob with Resolution no. 17221 of 12 March 2010 (as subsequently amended and integrated) regarding transactions with related parties.

Consolidated Law on Finance: Italian Legislative Decree no. 58 of 24 February 1998 (as subsequently amended and integrated).

ESRS: the sustainability reporting principles defined in Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023.

Fiscal year: the fiscal year to which the Report refers.

Issuer/Gefran/Company: Gefran S.p.A. with registered office in Via Sebina, 74 – 25050 Provaglio d'Iseo (BS) – Italy.

Remuneration Report: the Report on the remuneration policy and on compensation paid that companies are required to prepare and publish pursuant to Article 123-ter Consolidated Law on Finance and 84-quater Consob Issuers' Regulation.

Report: the Report on Corporate Governance and Ownership Structure prepared pursuant to Article 123 bis Consolidated Law on Finance.

Sustainability Report: the document prepared pursuant to Italian Legislative Decree no. 125/2024 of 6 September 2024, in accordance with the international reporting standards known as "European Sustainability Reporting Directive Standards" (ESRS) issued by EFRAG and adopted by the European Commission as delegated acts to Regulation 2023/2772 of 31 July 2023, and included in the Report on Operations in the Gefran Group's Annual Financial Report.

Unless otherwise specified, reference must also be considered to be made to the definitions contained in the CG Code of the terms: directors, executive directors, independent directors, significant shareholders, Chief Executive Officer (CEO), management body, control body, industrial plan, company with concentrated ownership, large company, sustainable success, top management.

Furthermore, unless otherwise specified, in the sections that refer to the content of the relevant ESRS, reference must also be considered to be made to the definitions contained in the same ESRS, in particular those relating to: lobbying, value chain, affected communities, bribery and corruption, corporate culture, consumers, sustainability statement, employees, discrimination, suppliers, own workforce, impacts, sustainability-related impacts, workers in the value chain, non-employees, independent members of the board of directors, metrics, corporate model, harassment, target, opportunities, sustainability-related opportunities, administrative management and supervisory bodies, policy, deprived persons, stakeholders, sustainability issues, materiality, risks, sustainability-related risks, end-users.

1. ISSUER PROFILE

Gefran designs, produces and distributes products in the following business areas: industrial sensors and automation components, electrical panels and programmable automation. The entire product range, which is unique in its breadth, quality and specialisation, provides tailored turnkey solutions in multiple sectors of automation, serving customers through a number of channels.

The Gefran Group has approximately 700 employees worldwide, a direct presence in 11 countries and 8 production facilities.

The Group's purpose is to play a key role in the evolution of technology, to be recognised as the benchmark for the creation of industrial value and innovation, to be an interpreter of sustainable growth and to be open to the market, companies and people with whom it collaborates. Its vision aims to describe the foreseeable future, integrating economic, social and environmental sustainability with a commitment to creating tomorrow's conditions today.

The strategic value of sustainability for Gefran is implemented in a number of governance decisions that the Group has formally implemented, in line with this vision. In May 2020, the Board of Directors of Gefran S.p.A. formally set up a Sustainability Committee among its board committees and approved its regulations. The Sustainability Committee is responsible for overseeing all the Group's sustainability activities and reporting on its progress to the Board of Directors, with the goal of creating long-term value for shareholders and considering the interests of its stakeholders.

The Gefran Group's Sustainability Report has been prepared on a mandatory basis pursuant to Italian

Legislative Decree no. 125/2024 of 6 September 2024, in accordance with the international reporting standards known as "European Sustainability Reporting Directive Standards" (ESRS) issued by EFRAG and adopted by the European Commission as delegated acts to Regulation 2023/2772 of 31 July 2023. The document is available on the Issuer's website www.gefran.com under Investor / Invest in Gefran / Financial statements and reports.

Gefran S.p.A. has been listed on the Milan stock exchange since 1998, and since 2002 it has been a part of the Euronext STAR Milan (Issuing Securities with High Requirements – ISIN: IT0003203947) segment dedicated to small and mid-cap companies that meet specific transparency, liquidity and corporate governance requirements.

Gefran is a qualified issuer of listed small enterprise shares under Article1, paragraph 1, letter wquater 1) Consolidated Law on Finance, included in the Consob list. In 2024, the Company had an average capitalisation of 123,264,000 Euro and Group revenues of 132,607,000 Euro.

Gefran falls within the Corporate Governance Code's definition of "concentrated companies". The Shareholder Fingefran S.r.l. holds the majority of the votes that can be cast at the Ordinary Shareholders' Meeting.

As of the date of the Report, the significant holdings in Gefran's capital, direct or indirect, according to the communications received by the Company pursuant to Article 120 Consolidated Law on Finance or other information available to the Company, are listed in Table 1 in the appendix.

The management and control model adopted is the traditional one which, as required by Italian legislation referred to in Articles 2380 et seq. of the Italian Civil Code, requires: management by a Board of Directors, auditing by a Board of Statutory Auditors, and legal auditing of the company's accounts and books by an External Auditor appointed by the Shareholders' Meeting. The Corporate Governance System is based on transparency in the decision‐making process, an effective system of internal controls, the rigorous regulation of potential conflicts of interest, and appropriate rules of conduct for transactions with related parties.

The below chart summarises the Company's current governance structure.

In line with the principles drawn up by the Corporate Governance Committee of Borsa Italiana S.p.A. (the Italian Stock Exchange), the Group's corporate governance system is therefore characterised by the adoption of codes, principles and procedures governing the activities of all the Group's organisational and operational components. These characteristics are always subject to checks and updates in order to effectively respond to the evolution of the regulatory environment and changes in operating practices.

The Board of Directors

The Board of Directors is vested with the broadest powers for the ordinary and extraordinary management of the Company, excluding only those strictly reserved for the Shareholders' Meeting by law and by the Company's Articles of Association.

The Board of Directors is also responsible for passing the following resolutions, subject to legal limitations:

• mergers pursuant to Articles 2505, 2505-bis and 2506-ter, last paragraph, of the Italian Civil Code;
• the establishment and closure of secondary offices;
• any reduction in share capital in the event of a withdrawal by shareholders;
• amendments to the Articles of Association and the Shareholders' Meeting Regulations to comply with regulatory provisions;
• transfer of the registered office within Italy.

The Board of Directors has established a Control and Risks Committee, an Appointments and Remuneration Committee, and a Sustainability Committee, whose functions are to make proposals and provide advice.

The procedure for transactions with related parties approved by the Board of Directors provides for use of the simplified rules permitted by the applicable legislation with reference to the acts of directors to be undertaken in urgent cases.

The Board of Directors, possibly through the executive directors, reports to the Board of Statutory Auditors on the activities performed and on the transactions of greatest economic, financial and equity significance performed by the Company and its subsidiaries; in particular, it reports on transactions involving a potential conflict of interest. This report is provided at least quarterly, at Board meetings, or by written note addressed to the Chairman of the Board of Statutory Auditors.

The Shareholders' Meeting is the body that represents all shareholders. It is responsible for passing ordinary resolutions regarding the approval of the annual financial statements, appointing the members of the Board of Directors and the Board of Statutory Auditors, determining the fees of the Directors and Statutory Auditors and appointing the external auditor. It also passes extraordinary resolutions on operations of an extraordinary nature, such as amendments to the Articles of Association, capital increases, mergers, spin-offs, etc. that are not the responsibility of the Board of Directors by law or pursuant to the Articles of Association.

The Board of Statutory Auditors is the body responsible for ensuring compliance with the law and the Articles of Association, respect for the principles of sound management, and in particular the adequacy of the internal control system, and the organisational, management and accounting structure and its effective functioning.

Pursuant to the laws in force, audits are entrusted to a specialised company that is included in a register kept by Consob and appointed by the Shareholders' Meeting.

The External Auditor is a body independent from the Company, responsible for checking during the fiscal year that accounts are duly kept and accounting entries properly reflect the results of operations. It is also responsible for checking that the annual financial statements and consolidated financial statements accurately reflect the accounting records and the assessments conducted, and that the same accounting documents comply with the rules governing them.

2. INFORMATION ON OWNERSHIP STRUCTURE (pursuant to Article 123-bis, paragraph 1, Consolidated Law on Finance) AS OF 31/12/2024

a) Structure of share capital (pursuant to Article 123-bis, paragraph 1, letter a), Consolidated Law on Finance)

On 31 December 2024, the subscribed and paid-up share capital was 14,400,000.00 Euro, divided into 14,400,000 ordinary shares, with a nominal value of 1.00 Euro per share (please refer to Chart 1). Each ordinary share in the Company assigns the right to one vote in all ordinary and extraordinary meetings of the Company, as well as the other management rights specified in the applicable law and the Articles of Association. No further financial instruments have been issued.

There are no share-based incentive plans (stock options, stock grants, etc.) involving share capital increases, even free of charge.

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

The shares are considered free in that there are no:

• restrictions on the transfer of securities;
• securities conferring special rights of control;
• restrictions on voting rights;
• statutory provisions on public tender offers.

c) Significant shareholdings (pursuant to Article 123-bis, paragraph 1, letter c), Consolidated Law on Finance)

For details on significant shareholdings (shareholders who own more than 5% of the share capital) in Gefran, reference should be made to Table 1 annexed to this report. For the sake of completeness, it should be noted that Gefran is defined as a "PMI" pursuant to Article 1 w-quater 1) of the Consolidated Law on Finance.

This information is based on the information available following the shareholders' communications pursuant to Article 120 Consolidated Law on Finance, as of 31 December 2024.

d) Securities conferring special rights (pursuant to Article 123-bis, paragraph 1, letter d), Consolidated Law on Finance)

Gefran S.p.A. has not issued any securities conferring special rights of control, or any special powers assigned to shares. Gefran S.p.A.'s Articles of Association do not provide for majority or multiple voting rights shares.

e) Employee stock ownership scheme: mechanism for exercising voting rights (pursuant to Article 123-bis, paragraph 1, letter e), Consolidated Law on Finance)

There are no mechanisms for exercising voting rights in any employee stock ownership schemes, when employees do not exercise their voting rights directly.

f) Restrictions on voting rights (pursuant to Article 123-bis, paragraph 1, letter f), Consolidated Law on Finance)

There are no restrictions on voting rights.

g) Agreements between shareholders (pursuant to Article 123-bis, paragraph 1, letter g), Consolidated Law on Finance)

On 10 July 2024 an agreement was signed between Gefran S.p.A., the parent company Fingefran S.r.l. and the Chief Executive Officer Marcello Perini containing, inter alia, significant shareholders' agreements pursuant to Article 122, paragraph 1, of the Consolidated Law on Finance.

The shareholders' agreements concern the vote to be cast by controlling shareholder Fingefran S.r.l. at the Shareholders' Meeting of issuer Gefran S.p.A., in order to appoint Marcello Perini as director of Gefran S.p.A. at the time when Gefran S.p.A.'s management body is next renewed, to take place upon approval of the financial statements as at 31 December 2025.

Gefran S.p.A.'s shares referred to in the shareholders' agreements are a total of 7,634,522 shares, representing 53.018% of Gefran's share capital with voting rights.

The essential details concerning such shareholders' agreements are available on the Gefran website www.gefran.com in the Investor / Governance / Documents, procedures and shareholders' agreements, as well as on the Consob website.

h) Change of control clauses (pursuant to Article 123-bis, paragraph 1, letter h), Consolidated Law on Finance) and statutory provisions on public tender offers (pursuant to Articles 104, paragraph 1-ter, and 104-bis, paragraph 1)

As of 31 December 2024, there were no change of control clauses, since Gefran and its subsidiaries had not stipulated any agreements that would come into force, be changed or be terminated in the event of a change in corporate control, with the exception of a number of loan agreements in which the lending bank is entitled to call in the loan and/or to withdraw in the event of a change in the control of the Company.

The Articles of Association do not contain provisions that:

• derogate from the passivity rule provisions pursuant to Article 104, paragraphs 1 and 1-bis, of the Consolidated Law on Finance;
• provide for the application of the neutralisation regulations set out in Article 104-bis, paragraphs 2 and 3, of the Consolidated Law on Finance.

i) Powers to increase the share capital and authorise the purchase of own shares (pursuant to Article 123-bis, paragraph 1, letter m), Consolidated Law on Finance)

The Board of Directors currently has no mandate to increase the share capital.

The Shareholders' Meeting of 23 April 2024 authorised the purchase and sale of own shares.

The Shareholders' Meeting authorised the purchase of a maximum of 1,440,000 ordinary Gefran S.p.A. shares with a nominal value of 1.00 Euro per share. Such transactions, conducted pursuant to the laws in force, must be fulfilled within 18 months of the shareholders' authorisation.

The objectives of this delegated power, justified by the opportunity to provide the Company with a valuable tool for strategic and operational flexibility, are as follows:

• to intervene directly or through authorised intermediaries in order to limit any abnormal movements in share prices and regulate trading and price trends affected by excess volatility or poor trade liquidity;
• to offer shareholders an additional tool to monetise investments on the market.

The purchase price must be no less than the nominal value and no more than the average benchmark price of the three trading days prior to the date of purchase, plus 15%; the selling price must be no less than the benchmark price recorded by the share on the trading day prior to each sale, less 10%.

At 31 December 2024, the Company had a total of 198,405 own shares (equal to 1.38% of the share capital).

Gefran S.p.A. informs the market on a weekly basis of the transactions carried out through press releases, and summarises them in a monthly report to Consob, in the form set out in Annex 3F of the Consob Issuers' Regulation, if they exceed the minimum threshold for transactions relating to own shares of 100 thousand Euro, below which there is no reporting obligation.

l) Management and coordination activities (pursuant to Article 2497 et seq. of the Italian Civil Code)

Gefran S.p.A. is not subject to management and coordination pursuant to Article 2497 et seq. of the Italian Civil Code, since the following indicators that the Company may be subject to the management and control of another company are inapplicable:

• i. preparation of Group-wide industrial, strategic, financial and budget plans by the parent company;
• ii. the issuing of directives pertaining to finance and credit policy;
• iii. centralisation of functions such as treasury, administration, finance and control;
• iv. the defining of Group growth strategies, the strategic and market positioning of the Group and individual companies, especially if the policy guidelines are likely to influence and determine their actual implementation by Company management.

In addition, the Company operates under conditions of corporate and entrepreneurial autonomy, having, in particular, an independent capacity to negotiate in relations with customers and suppliers and to define its strategic and development guidelines without any interference from parties outside the Company, and the Board of Directors operates in full management autonomy.

Gefran S.p.A. currently directly and indirectly exercises management and coordination activities pursuant to Article 2497 of the Italian Civil Code in the following Companies:

Please note that:

The information required by Article 123-bis, paragraph one, letter i) ("agreements between the Company and directors... providing for compensation in the event of resignation or dismissal without just cause or if their employment ceases following a tender offer") is contained in the Report on remuneration policy and compensation paid published pursuant to Article 123-ter of the Consolidated Law on Finance. Reference should be made to the Issuer's website www.gefran.com in the Investor / Governance / Shareholders' Meetings section.

The information required by Article 123-bis, paragraph 1, letter l) ("rules applicable to the appointment and replacement of directors … if different from the laws and regulations applicable as supplementary measures") is provided in the section of this Report on the Board of Directors (Section 4.2).

The information required by Article 123-bis, paragraph one, letter l) second part ("the rules applicable… to amendments to the Articles of Association, if different from the laws and regulations applicable as supplementary measures") is described in the section of this Report on the

Shareholders' Meeting (Section 13).

3. COMPLIANCE (pursuant to Article 123-bis, paragraph 2, letter a), first part, Consolidated Law on Finance)

***

The Corporate Governance structure adopted by the Company is based on the recommendations and rules set forth in the CG Code, which the Company has adopted.

In particular, it should be noted that under the 16 December 2020 resolution passed by the Board of Directors, the Company adopted the CG Code available on the website of the Corporate Governance Committee on the page https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020 eng.en.pdf.

Strategically important subsidiaries are not subject to non-Italian legal provisions that could influence the corporate governance structure of the Parent Company Gefran S.p.A.

***

4. BOARD OF DIRECTORS

4.1 ROLE OF THE BOARD OF DIRECTORS

Gefran is aware that, to achieve its sustainability objectives, it is essential to structure governance with a clear allocation of responsibilities and roles. In this regard, the Board of Directors plays a central role in pursuing the Group's sustainable success, as required by principle I of the Corporate Governance Code. The role is performed with this in mind and with the intention to structure the Group's governance in the field of sustainability.

In line with the provisions of the traditional management and control model, the Board of Directors is responsible for the strategic guidance and supervision of the business as a whole and has powers to direct overall management and intervene directly in all major decisions necessary or useful for achieving the corporate purpose.

The Board of Directors is responsible for making the most important decisions of economic and strategic importance, or ones that have a structural effect on management, or that are functional to the Company's control and guidance, on the basis of a sustainable process.

The management body defines the corporate governance system appropriate for the performance of the Company's activities and the pursuit of its strategies, considering the areas of autonomy offered by the legal system, and, if necessary, evaluating and promoting the appropriate changes, submitting them to the Shareholders' Meeting when appropriate. Reference should be made to Section 4.4 of this Report.

The management body encourages dialogue with shareholders and other relevant stakeholders to the Company in the most appropriate forms. Reference should be made to Section 12 of the Report in this regard.

In carrying out its duties, the Board of Directors is supported by specific internal committees, with recommendatory, preparatory and/or advisory duties.

The Gefran S.p.A. Board of Directors:

• examines and approves the strategic, industrial and financial plans of the Company and the Group, also on the basis of the analysis of material issues for long-term generation of value, and periodically monitors their implementation; it is also supported by the Sustainability Committee with respect to the Strategic Sustainability Plan;
• evaluates overall operating performance, comparing results achieved with targets on a regular basis;
• defines the nature and level of risk compatible with the strategic objectives of the Issuer, including in its assessments all elements that may be of relevance for the sustainable success of the Issuer; it is also supported by the Control and Risks Committee;
• defines the guidelines of the internal control system;
• supervises the risk management process, and sets the overall threshold of acceptable risk;
• defines the Issuer's corporate governance system and the corporate structure of the Group led by the Company;
• assesses the appropriateness of the organisation, management and general accounting structure of the Company and its subsidiaries of strategic importance, with particular reference to the internal control and risk management system. Reference should be made to Section 9 of the Report in this regard;
• resolves on transactions of the Issuer and its subsidiaries of particular strategic, economic, equity or financial significance for the Issuer, establishing the general criteria for identification of significant transactions;
• adopts, in response to a proposal by the Chairwoman, and in agreement with the Chief Executive Officer, a procedure for the internal management and external communication of documents and information regarding the Issuer, with particular reference to inside information. Reference should be made to Section 5 of the Report;
• creates one or more internal Committees, appoints its members and establishes their duties, powers and remuneration;
• grants and revokes powers to executive directors and the Executive Committee, if established, and determines their limits and how they are exercised; establishes the frequency, which must not exceed three months, for the executive bodies to report to the Board on the activities performed in performing their duties;
• defines the general remuneration policy and, after examining the Remuneration Committee's proposals and hearing the Board of Statutory Auditors, approves the remuneration of executive directors and other directors with special duties, and, unless already done so by the Shareholders' Meeting, the allocation of the overall remuneration due to Board members;
• assesses general operating performance, in particular considering the information received from executive bodies and periodically comparing results forecast and results achieved;
• examines and approves in advance the operations of the Company and its subsidiaries, when these operations have strategic, economic, capital or financial importance, meaning all operations that have a significant financial effect;
• assesses, in line with Recommendation 22 which the Code reserves for large and concentrated ownership companies, at least once in the three-year period, the size, composition and functioning of the Board and its committees, possibly recommending the professional figures

whose presence is deemed appropriate in the Board;

• appoints the Supervisory Body pursuant to Italian Legislative Decree no. 231 of 8 June 2001;
• appoints the Executive in charge of financial reporting, determines his responsibilities and powers, and identifies executives with strategic responsibility;
• appoints and revokes the Head of the Internal Audit Function and determines his remuneration after hearing the Control and Risks Committee;
• assesses and approves transactions with related parties in accordance with the Company's procedure on Transactions with Related Parties;
• assesses and approves the periodic reports required by the laws in force;
• formulates proposals to submit to the Shareholders' Meeting;
• exercises the other powers and fulfils the duties attributed to it by the law and the Articles of Association.

During the fiscal year, the Board

• did not consider it necessary or appropriate to draw up reasoned proposals to be submitted to the Shareholders' Meeting for the definition of a governance system that better meets the Company's needs. For details, see Section 13.
• did not consider it necessary to amend the policy for managing dialogue with shareholders in general, previously adopted with a resolution passed by the Board of Directors on 10 March 2022. For details, see Section 12.

With the assistance of the Appointments and Remuneration Committee, the Board of Directors periodically assesses the effectiveness of its activities and the contribution of its individual members by means of formalised procedures, supervising their implementation. Reference should be made to Section 7.1.

Sustainable Success

For Gefran, financial, social and environmental sustainability have always been guiding principles, as well as precise areas of responsibility.

The principle of sustainability has historically guided Gefran's development and operational management, allowing the Group to grow steadily and gain strength over the years. In 2020, Gefran formalised its sustainability strategy for the first time, in the first edition of the Strategic Sustainability Plan inspired by the United Nations Sustainable Development Goals, accompanying it with a commitment plan consisting of four projects. The Strategic Plan was updated in 2021.

In 2022, commitments were strengthened with a new Plan which, without prejudice to the strategy announced in 2020, sets measurable targets consistent with the Industrial Plan. The 2022 Strategic Sustainability Plan is an integral part of the Group's business model and its day-to-day activities: Gefran intends to be an interpreter of sustainable growth, and attentive to the expectations of the market, people and companies with which it works, in the areas where it operates.

The plan to achieve the Sustainable Development Goals today consists of four pillars, an expression of the company's DNA: centrality of people, contribution to the ecological transition, sustainable product innovation and sustainability of the supply chain.

Specific objectives have been defined for each pillar to be pursued through 26 projects to be achieved in the medium and long term.

Such objectives are the outcome of a process that began with the analysis of Gefran's positioning and the risk/opportunity framework of the reference market. Dialogue was opened with stakeholders and people who work in Gefran were heard. The management, at all levels of the Group, was involved to define the projects that will allow Gefran to achieve the set objectives, and to determine the key indicators to monitor results over time.

Since the formalisation of the 2022 Strategic Sustainability Plan, some events have taken place to share the values that inspire sustainability at Gefran and the objectives that the Group has set itself. At the events organised, all the people of Gefran were involved, in order to spread awareness of the Strategic Plan at all levels and give it a global outlook that embraces the entire Gefran community across the world.

In 2023, the executive phase of the Strategic Plan commenced: projects were launched according to the defined roadmap and progress was highlighted through monitoring of the KPIs defined for each project and reported in the Group's Sustainability Report (published in March 2024).

In 2024, the plan continued to be implemented, with a particular focus on Group employee training and involvement, including through the Sustainability Hub. This digital platform was created for sharing sustainability content, projects and objectives. After obtaining environmental (ISO:14001), health and safety (ISO:45001) and social responsibility (SA:8000) certifications for all the Group's Italian companies, activities focused on extending the system to the main foreign production companies (US, China and Switzerland) with the aim of completing the process by the end of 2025. The scope of the companies that use so-called "green" energy in the Group today (Italy, Belgium, Germany and Switzerland) was also extended and initial progress was made in reducing paper consumption (in particular with the "paperless production" project) and in limiting the environmental impacts of packaging used for finished products (as a result of the "Recyclable and easily degradable packaging" project).

For more details on Gefran's strategy, as well as on the objectives and progress achieved, please refer to the Sustainability Report included in the Report on Operations in the Group's Annual Financial Report, specifically in paragraph 19, which is available in the Sustainability section of the Issuer's website at www.gefran.com.

The information relating to ESRS 2 – Par. 19 and 20 (b) and ESRS – Par. 22 is contained in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" in the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Appendix A – RA3 and ESRS 2 – Par. 24 is contained in the paragraph "General disclosures-Sustainability governance-GOV-2 Information provided to the undertaking's administrative, management and supervisory bodies and sustainability issues addressed by them" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Appendix A – RA 4 is contained in the "General disclosures" paragraph of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 26 is contained in the paragraphs "General disclosures-Sustainability governance-GOV-2 Information provided to the undertaking's administrative, management and supervisory bodies and sustainability issues addressed by them-GOV-4 Statement on due diligence" of the Sustainability Report, to which reference should be made.

4.2 APPOINTMENT AND REPLACEMENT (pursuant to Article 123-bis, paragraph 1, letter l), first part, Consolidated Law on Finance)

Gefran has maintained a traditional management system, with the Board of Directors responsible for

all aspects of company management.

The Board of Directors is appointed by the Ordinary Shareholders' Meeting on the basis of lists, which may be presented by Shareholders who, at the time of submission of the list, hold, on their own or in association with other submitting shareholders, a shareholding at least equal to the amount determined by Consob pursuant to Article 147-ter, paragraph 1, of Italian Legislative Decree no. 58/1998 and in accordance with the provisions of the Issuers' Regulation approved by Resolution no. 11971 of 14 May 1999 and subsequent amendments.

The following is Article 13 of the Company's Articles of Association, describing the composition of the Board of Directors (which complies with the legal obligation of gender balance), the list vote and the voting and election procedures.

"The Company is run by a Board of Directors composed of a minimum of seven up to a maximum of eleven members.

The Directors hold office for a period not exceeding three fiscal years. Their mandate expires on the date of the Shareholders' Meeting called to approve the financial statements for the last year of their period of office, and they are eligible for re-election.

Before proceeding to appoint directors, the Shareholders' Meeting will determine the number of Board members and their terms of office.

All the Directors must possess the requisites of eligibility, professional qualification and repute required by law and other applicable provisions. Pursuant to Article 147-ter, paragraph 4, of Italian Legislative Decree no. 58/1998, at least one Director, or at least two if the Board has more than seven members, must possess the specified requisite of independence (henceforth the "Independent Director pursuant to Article 147-ter").

The Board of Directors is elected by the Shareholders' Meeting from lists presented by the Shareholders, according to the procedure detailed in the following paragraphs, subject to different and further provisions established by mandatory law or regulatory provisions.

Shareholders who, at the time of submitting the list, hold a shareholding at least equal to that determined by Consob pursuant to Article 147-ter, paragraph 1, of Italian Legislative Decree no. 58/1998 and in accordance with Article 144-quater of the Issuers' Regulations approved by Resolution No. 11971 of 14 May 1999, as amended, may submit a list for the appointment of directors.

The lists must be presented to the registered office at least twenty-five days prior to the date set for the Shareholders' Meeting called to appoint the directors and will be published pursuant to the regulations in force at least twenty-one days prior to said date.

Each list may contain up to eleven candidates, numbered progressively. Each list must contain and explicitly indicate at least one independent director, but no more than seven, pursuant to Article 147-ter, numbered progressively. If the list contains more than seven names, it must contain and explicitly indicate a second independent director pursuant to Article 147-ter. Each list may also, if necessary, indicate which directors possess the requisite of independence laid down by the Codes of Business Conduct drawn up by investment management companies operating in regulated markets or professional associations.

If mandatory gender division criteria are applicable, each list presenting at least three candidates must contain a number of candidates of the least represented gender at least equal to the minimum number required by the provisions of the law applicable from time to time.

The lists must also contain, within them or attached thereto: (i) details of the shareholders who presented them, and the overall percentage of shareholding held; (ii) full details of the candidates' personal and professional features; (iii) a statement by the candidates declaring that they accept their candidature and are in possession of the legal requisites, as well as the requisite of independence, where indicated as independent directors pursuant to Article 147-ter or as independent directors under the above-mentioned codes of conduct; (iv) any other or different statement, information and/or document required by law and

applicable regulatory provisions.

A shareholder may not present or vote for more than one list, whether directly, indirectly or through trust companies. A candidate must be present in one list only, or s/he shall be deemed ineligible.

At the end of the ballot, candidates from the two lists obtaining the highest number of votes are elected, according to the following criteria: (i) from the list obtaining the highest number of votes (henceforth the "Majority List") a number of directors equal to the total number of board members, as established beforehand by the Shareholders' Meeting, less one is taken; the candidates are elected, within these numerical limits, in the numerical order specified in the list; (ii) from the list that obtained the second highest number of votes and which is not even indirectly connected with the shareholders who presented or voted for the Majority List pursuant to the applicable provisions (henceforth the "Minority List") one director, namely the candidate at the top of the list, is taken. However, if no independent directors pursuant to Article 147-ter are elected from the Majority List, when the Board has a maximum of seven members, or if only one independent director pursuant to Article 147-ter is elected, when the Board has more than seven members, the first independent director pursuant to Article 147-ter in the Minority List will be elected, not the person at the top of the Minority List.

Lists that have not obtained at least half of the number of votes required for their presentation will not, however, be taken into account.

If there is a tied vote between lists, the one presented by shareholders with the largest shareholding at the time of presentation of the list, or subordinately, the highest number of shareholders, will prevail.

If, in the Board of Directors thus formed, the requirement for the minimum number of components of the least represented gender, in accordance with the law applicable from time to time, is not complied with, the last elected candidate in the Majority List is replaced by the first non-elected candidate in the same list belonging to the least represented gender, and so on up the Majority List. If the minimum number of components of the least represented gender is not reached in this way, they will be appointed by the Shareholders' Meeting with the ordinary majorities established by law, in replacement of the candidate in the Majority List belonging to the least represented gender, starting from the last elected candidate, and so on up the list.

If only one list has been presented, the Shareholders' Meeting votes on that list, and if the list obtains a relative majority of votes, not counting abstentions, candidates listed in progressive order are elected as directors up to the maximum number established by the Shareholders' Meeting; provided, however, that if the Board comprises more than seven members, the second independent director pursuant to Article 147-ter is also elected, in addition to the one in the first seven placings, and that equality between genders is complied with in accordance with the law applicable from time to time. If the minimum number of components of the least represented gender is not reached, they will be appointed by the Shareholders' Meeting with the ordinary majorities established by law, in replacement of the candidates in the only list belonging to the most represented gender, starting from the last elected candidate, and so on up the list.

If there are no lists, or if the number of directors elected from the lists presented is less than the number established by the Shareholders' Meeting, the members of the Board of Directors are appointed by the shareholders at the Meeting with the quorum established by law, subject to the appointment by the Shareholders' Meeting of a number of Independent Directors pursuant to Article 147-ter equal to the minimum number established by law, and the Shareholders' Meeting's obligation to appoint a number of directors belonging to the least represented gender that is not below the minimum number established by the provisions of law applicable from time to time.

Independent directors pursuant to Article 147‐ter identified as such at the time of their appointment must report if they no longer meet the requirement of independence, and will thereby leave office, as prescribed by law.

If one or more directors leave office, for any reason, they will be replaced in accordance with the provisions of Article 2386 of the Italian Civil Code, subject to the obligation to maintain the minimum

number of independent directors pursuant to Article 147‐ter established by law, and the obligation to maintain gender equality in accordance with the law applicable from time to time.

If due to resignations or other causes, half the number, in the event of an even number, or more than half, in the event of an odd number, of the directors holding office or designated directors leave office, the entire Board shall be considered as removed from office, effective at the time of the subsequent reconstitution of the Board. A meeting to make the new appointments shall be called urgently by the remaining directors, and will take place pursuant to the provisions of this article.

The Articles of Association do not allow the outgoing Board of Directors to present a list.

Note that presentation of candidacies for the 2023-2025 three-year office took place on the basis of the orientation expressed by the outgoing Board regarding the size and composition of the Board and the professional and managerial figures described in the Directors' Explanatory Report on the Appointment of the Board of Directors, available on the Company's internet site along with additional documents supplied prior to the meeting.

The Issuer is not subject to further rules – such as sector regulations – regarding the composition of the Board of Directors.

Reference should be made to Section 7 for information on the role of the Board of Directors and Board Committees in the self-assessment, appointment and succession of directors.

***

There are no special procedures for amending the Articles of Association.

4.3 COMPOSITION (pursuant to Article 123-bis, paragraph 2, letters d) and d) bis, Consolidated Law on Finance)

The Board of Directors is composed of executive and non-executive directors, all with the professionalism and skills required for the tasks entrusted to them.

The Board of Directors in office as of 31 December 2023 was appointed during the 21 April 2023 Shareholders' Meeting using the list system, specifically with the Majority List, submitted by the shareholder Fingefran S.r.l. on 27 March 2023, which upon submission of the list held a total of 7,634,522 Gefran S.p.A. ordinary shares equal to 53.018% of the share capital, and with the Minority List presented on 24 March 2023 jointly by the shareholders Luigi Franceschetti, Maria Martinelli, Elena Franceschetti and Adriana Lilli Franceschetti, who upon submission of the list held a total of 791,336 Gefran S.p.A. ordinary shares equal to 5.495% of the share capital.

It should be noted that the threshold for the presentation of Gefran S.p.A. lists established by Consob with Resolution no. 76 of 30 January 2023 is equal to 2.5% of the share capital.

It should be noted that presentation of candidacies for the 2023-2025 three-year office took place on the basis of the guidance given by the outgoing Board, regarding the size and composition of the Board and the professional and managerial figures described in the Directors' Explanatory Report on the Appointment of the Board of Directors, available on the Company's website along with additional documents containing prior meeting information.

The current Board shall remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2025.

The Majority List included the following candidates:

1. Ennio Franceschetti born in Provaglio d'Iseo (BS) on 5 September 1942

2.	Maria Chiara Franceschetti	born in Iseo (BS) on 22 June 1969
3.	Giovanna Franceschetti	born in Iseo (BS) on 3 February 1976
4.	Andrea Franceschetti	born in Iseo (BS) on 28 May 1977
5.	Marcello Perini	born in Brescia (BS) on 26 March 1969
6.	Alessandra Maraffini	born in Rome (RM) on 8 July 1966
7.	Enrico Zampedri	born in Brescia (BS) on 6 March 1966
8.	Cristina Mollis	born in Bergamo (BG) on 4 September 1974
9.	Giorgio Metta	born in Cagliari (CA) on 14 January 1970

Votes in favour of the list included 7,886,554 votes, representing 86.2829% of the voting capital.

The Minority List included the following candidates:

1.	Luigi Franceschetti	born in Iseo (BS) on 8 February 1972
2.	Stefano Colpani	born in Brescia (BS) on 23 October 1960

Votes in favour of the list included 1,152,911 votes, representing 12.6134% of the voting capital.

Following the sudden death of the Honorary Chairman and founder of the Company, Mr Ennio Franceschetti, on 17 April 2023, the following candidates were elected at the end of voting according to the criteria defined by Article 13 of the Articles of Association, reported above in full:

• 1. Maria Chiara Franceschetti
• 1. Giovanna Franceschetti
• 1. Andrea Franceschetti
• 1. Marcello Perini
• 1. Alessandra Maraffini
• 1. Enrico Zampedri
• 1. Cristina Mollis
• 1. Giorgio Metta
• 1. Luigi Franceschetti

The directors perform their duties with full knowledge of the facts, and contribute their specific skills of a technical and strategic nature to Board discussions, in full autonomy and with independent judgement, with the aim of creating value for shareholders.

The number and powers of non-executive directors are such as to guarantee a significant weight in voting on Board resolutions and ensure effective monitoring of management.

A significant number of non-executive directors is independent.

The five non‐executive directors, who do not have operational or management powers within the Company, can provide a broader perspective in discussions on agenda items, especially matters

where the interests of executive directors and those of shareholders do not coincide.

A brief curriculum vitae for each director in office as of the date of this Report, showing their personal details, expertise and experience, is provided below.

For details on the directors and their appointments, reference should be made to Chart 2, attached.

Maria Chiara Franceschetti

Chairwoman and Executive Director

Born in Iseo on 22 June 1969, she graduated in Mechanical Engineering from Brescia University and started her career as a Director of 3S S.r.l. in Varese. She later joined the Gefran Group as Head of the Company Information Systems, and subsequently became Group HR Director. She was Group Chief Executive Officer between 2014 and 2017.

Andrea Franceschetti

Vice Chairman and Executive Director

Born in Iseo on 28 May 1977. He obtained a Master's Degree in Economics and Management of Small and Medium Enterprises in 2006/2007 and a Master's Degree in Business Economics promoted by Il Sole 24 Ore in 2009.

In 2001-2002, he was responsible for updating the Go-Fluid site for Hydraulics/Pneumatics/Lubrication of the company Vortal S.r.l.

He began working for Gefran S.p.A. in 2002, holding several production and quality positions, becoming International Sales Manager in February 2013 and then Sales Manager of the Motion Control Business Unit until 2017. He also holds the position of Director in the innovative start-up Matchplat S.r.l.

Giovanna Franceschetti

Vice Chairwoman and Executive Director

Born in Iseo on 3 February 1976, she holds a degree in Public Relations from the IULM University in Milan. After obtaining a Master's Degree in Business Administration from L. Bocconi Business School, she started working as a Product Manager for consumer goods multinational Unilever.

She was Head of Communications and Image for Gefran from 2004 to 2018 and Group Investor Relator from 2004 to 2018 and again from May 2022.

She is the Chairwoman of the Board of Directors of Fingefran S.r.l., Gefran S.p.A. parent company.

Marcello Perini

Chief Executive Officer

Born in Brescia on 26 March 1969, he has been Gefran Chief Executive Officer since April 2020. He holds a degree in Mechanical Engineering from Brescia University and an Executive Master of Business Administration from MIP Graduate School of Business at Politecnico di Milano. Marcello Perini has held positions of growing responsibility and strategic importance in Gefran, from head of R&D in the

Sensors Business Unit to General Manager of the Sensors and Automation Components Business Unit. In 2014-2015 he was also at the helm of the Motion Control Business Unit.

Alessandra Maraffini

Independent Director

Born in Rome in 1966. After a Bachelor's degree in Economics and Business with a major in Law and Economics of the European Union at the Sapienza University of Rome, she completed a Master's degree in management skills development at Confindustria Roma and the Board Academy at Assogestioni – Luiss Business School.

Her professional career has spanned over 30 years both in companies and in consulting firms.

Within banking groups, she has supported corporate bodies on issues surrounding control systems, risk management and organisation, while also managing organisational development projects and acquisition projects in asset management.

She has been Head of Corporate Control Functions (compliance, risk management, internal audit, anti money laundering) and Operational Functions (middle office and back office) at leading Italian and international banking groups, SGR and private equity.

Currently, she is an Independent Director at Banco Desio (Chair of the Sustainability Committee and member of the Risk Committee) and Sole Supervisory Board at Altis Advisory srl SB.

She has been a professor on Luiss Guido Carli University's Master B&C Law programme and on Bologna Business School.

The Board of Directors has verified that Alessandra Maraffini meets the requirements referred to in Article 148, paragraph 3, of the Consolidated Law on Finance and Recommendations 6 and 7, referred to in Article 2 of the Code, in order to be qualified as an independent director of the Company.

The Board of Directors meeting held on 13 March 2025 to assess whether the independence requirements for its members were met, with particular reference to Alessandra Maraffini, deemed Director Maraffini to meet the independence requirements also pursuant to the Corporate Governance Code, considering the criterion of substance over form. She meets all the requirements, with the exception of the one provided for in Article 2, Recommendation 7 h), being a close family member of a person who has held the office of Director of the Company for more than nine years in the last twelve. In its evaluation, the Board considered the Board member's curriculum vitae as well as the fact that the family bond concerned a person who held the position of non-executive and independent director in the past; therefore, the Board deemed that the family bond did not affect the Board member's independence.

Enrico Zampedri

Independent Director

Born in Brescia in 1966. He graduated in Management Engineering from the Politecnico di Milano. Since March 2018, he has been Chairman and Chief Executive Officer of Metra SpA in Rodengo Saiano (BS) and of all Group companies in Italy, the USA and Canada that are active in the aluminium extrusion and services sector, and he is Executive Vice Chairman of the Brixia Group. His professional career has

spanned over 30 years at companies and foundations, including for charitable and cultural purposes.

From January 2015 to 2018, he was General Manager of the Fondazione Policlinico Universitario A. Gemelli di Roma, a hospital of national and international standing, and from 2004 to 2014 he was General Director of the Fondazione Poliambulanza Istituto Ospedaliero di Brescia.

He is currently also Chairman of the Melanoma Carolina Zani Foundation, vice chairman of Basketball Brescia and the Croce Bianca of Brescia, a member of the Board of Directors of Editoriale Bresciana, of the Opera per l'Educazione Cristiana and of the Paolo and Carolina Zani Foundation for Arts and

Culture, and of Probiviro of Confindustria Brescia.

The Board of Directors has verified that Enrico Zampedri meets the requirements referred to in Article 148, paragraph 3, of the Consolidated Law on Finance and Recommendations 6 and 7, referred to in Article 2 of the Code, in order to be qualified as an independent director of the Company.

Cristina Mollis

Independent Director

Born in Bergamo on 4 September 1974, she is an entrepreneur and digital strategist. She graduated from LIUC University in Castellanza with a degree in Economics and then took a Master's Degree from SDA Bocconi.

After working as a consultant with Valdani Vicari & Associati, she was appointed Vice Chairwoman of the Value Partners Group. In 2008 she founded NuvO', which

she led until it became a part of HFarm in 2015. Following the merger, Cristina Mollis became H-Farm Head of Industry. In 2019 she was Chief Executive Officer of Coin S.p.A. Today she continues her journey as an entrepreneur with The Okapi Network Srl Società Benefit, a company dedicated to launching sustainable initiatives. The first of these, R5® Living, on the market since 2021, is dedicated to the production of home and personal care products with reduced environmental impact.

The Board of Directors has verified that Cristina Mollis meets the requirements referred to in Article 148, paragraph 3, of the Consolidated Law on Finance and Recommendations 6 and 7, referred to in Article 2 of the Code, in order to be qualified as an independent director of the Company.

Giorgio Metta

Independent Director

Born in Cagliari on 14 January 1970. Current Scientific Director of Istituto Italiano di Tecnologia (IIT). He graduated from Genoa University with a degree with honours in Electronic Engineering and went on to take a PhD from the same university. He conducted research at Leeds University (UK) and MIT (USA) before beginning his academic career at Genoa University in 2005, with a special focus

on robotics. He started working with ITT in 2007, finally leaving the university in 2011 to become department head at IIT, and then Deputy Director in 2015.

He has authored numerous scientific publications and conducts assessments for the European Commission and various national and supranational bodies in robotics and artificial intelligence.

The Board of Directors has verified that Giorgio Metta meets the requirements referred to in Article 148, paragraph 3, of the Consolidated Law on Finance and Recommendations 6 and 7, referred to in Article 2 of the Code, in order to be qualified as an independent director of the Company.

Luigi Franceschetti

Non-executive Director

Born in Iseo (BS) in 1972. He graduated in Economics and Business Management from LIUC Cattaneo University of Castellanza. After extensive experience as a Foreign Salesman, in 2014 he joined Saccheria F.lli Franceschetti, a company listed on the Euronext Growth Milan market of the Borsa Italiana (the Italian Stock Exchange), which produces material for industrial packaging, and in 2014 he became Chairman of the Board of Directors.

Since November 2018, he has been Chief Executive Officer of O.H.C. Bene S.r.l. in Provaglio d'Iseo (BS). He is the Co-Founder of ELI WMS (IT company active in warehouse management systems) and in 2020 he was elected Chairman of the Textile Sector of Confindustria Brescia.

He is the Sole Director of Jack Holding S.r.l., a family holding company.

The information relating to ESRS 2 – Par. 19 and 20, (a) is contained in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 21 is contained in the paragraph "General disclosures-SBM-1 Strategy, Business Model" and in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 19 and 20 (c) and ESRS 2 – Appendix A – RA 5 is contained in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 23 is contained in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

Diversity criteria and policies in Board composition and Company organisation

Gefran has always been aware of the importance of preserving all aspects of diversity, such as gender and age composition and different educational backgrounds and work experience.

The Company fully implements all the provisions of the law regarding gender composition: one third of the members of its Board of Directors and Board of Statutory Auditors belong to the least represented gender. Reference should be made to the statutory provisions of Section 4.2 of the Report in this regard.

The composition of both bodies is, therefore, sufficiently diversified in relation to this parameter. There is also diversity in terms of age and differences in educational background and work experience, as will be evident from the information provided above and from the curricula vitae; this is in compliance with the priority objective of ensuring that its members have an adequate level of

competence and professionalism.

The information relating to ESRS 2 – Par. 21 is contained in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

Gefran has taken measures to promote equal treatment and gender opportunities within the entire corporate organisation and monitors its implementation. The Company acknowledges this in the "People in Gefran Policy" of 30 June 2023, published on the Issuer's website www.gefran.com in the Sustainability / Our Commitment / Gefran Policy section, as well as on the company intranet and in the Sustainability Report, available on the Issuer's website www.gefran.com under the section Company / Sustainability.

Finally, it should be noted that the qualitative and quantitative composition of the Board is checked in conjunction with the three-year term of office of the Board, analysed and monitored by the management body during a self-assessment process which also involves aspects relating to age, nationality, gender composition, managerial and professional skills, training, the presence of different age groups and seniority of office. Board assessment also takes place in a way that allows all the directors to express their views on key aspects concerning the Board, committees, interaction with management and risk governance, allowing them to express their comments and proposals.

Information relating to ESRS S1 – Par. 24 is contained in the paragraph "Social information - Impact, Risk and Opportunity Management-S1-4 Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions" of the Sustainability Report, to which reference should be made.

Maximum number of positions held in other companies

The Gefran Board of Directors, drawing its inspiration from the Corporate Governance Code and,

in particular, Recommendation 151 applicable to "large companies" 2 , has expressed its guidelines in the adoption of the Board of Directors Regulations regarding the maximum number of positions in the management and control bodies of other listed companies or companies of significant size3 that may be considered compatible with effective performance of the role of director within the Company, considering the commitment involved in the position held. In this regard, Gefran's Board of Directors has specified that no more than five positions may be held in listed companies or companies of significant size, including the position held in Gefran.

The positions of director or statutory auditor held by current Gefran Directors in other listed companies and companies of significant size are listed below:

• ➢ Maria Chiara Franceschetti: Member of the Board of Directors of Banca Santa Giulia S.p.A. and member of the Board of Directors of Moltiply Group S.p.A.
• ➢ Cristina Mollis: Member of the Board of Directors of Triboo S.p.A., member of the Board of Directors of FAE Technology S.p.A. – Società Benefit
• ➢ Luigi Franceschetti: Chairman of the Board of Directors of Saccheria F.lli Franceschetti S.p.A.
• ➢ Alessandra Maraffini: Director of Banco di Desio e della Brianza S.p.A.
• ➢ Enrico Zampedri: Director and Chairman of the Board of Directors of PAD Multienergy S.p.A.

The Board's current composition fully complies with the general criteria set out above.

Induction Programme

In accordance with Recommendation 12 letter d) referred to in Article 3 of the Corporate Governance Code (so-called "induction programme"), the Chairwoman has ensured that all directors and auditors may participate in initiatives aimed at improving their knowledge of the sector in which the Issuer does business, corporate dynamics and how they evolve, risk management principles, and the applicable legislative and self-regulatory framework.

***

These initiatives also include meetings with top management.

In the 2024 fiscal year, induction initiatives related in particular to (i) the Sensors business unit; (ii) the Enterprise Risk Management activities of the Gefran Group; (iii) developments relating to sustainability and the Corporate Sustainability Reporting Directive.

With reference to the main risks abstractly referable to the Issuer's business, the results of Enterprise Risk Management were presented in the 14 February 2024 Board of Directors' meeting.

4.4 FUNCTIONING OF THE BOARD OF DIRECTORS (pursuant to Article 123-bis, paragraph 2, letter d), Consolidated Law on Finance)

The Company's management body defines the rules and procedures for its functioning in its

¹ Recommendation 15: "In large companies, the management body shall express its guidelines regarding the maximum number of positions in the management or control bodies of other listed companies or companies of significant size that may be considered compatible with effective performance of the office of company director, considering the commitment involved in the position held".

²Company exceeding one billion Euro in capitalisation as of the last trading day in each of the previous three calendar years. Starting on 31 December 2020, companies considered "large companies" apply the principles and recommendations for this type of company beginning in the second year after the one in which the applicable size condition emerged.

³ As the Corporate Governance Code does not contain a definition of "company of significant size", the Board of Directors has decided to consider as such all those companies that prepare consolidated financial statements and are characterised by either: i) revenues from sales and services exceeding 500 million Euro; or ii) assets appearing in the balance sheet in the last approved financial statements exceeding 800 million Euro.

Regulations, approved with a resolution passed on 11 May 2023, with the aim of ensuring effective management of the Board's prior information.

The Board Regulations not only sum up the Board's tasks under the provisions of the law, the Articles of Association and the Corporate Governance Code, but specify the deadline for providing prior-Board information and for summoning meetings, the manner in which minutes are taken and the deadline for providing directors and statutory auditors with the minutes of each meeting. They also provide criteria for objective determination of certain aspects which the Corporate Governance Code allows the issuers to define, including:

• accumulation of positions held in other listed companies or companies of significant size, specifying what is meant by "companies of significant size"
• indication of what is meant by "significant business, financial or professional relations".

The Board fulfils the activities required by the Articles of Association, by law, by the principles established by the self-regulatory codes to which Gefran adheres, and for those acts not included in the powers of the Company's executive directors.

The Board of Directors' discussions and resolutions are recorded in minutes signed by the Chairwoman and the Secretary of the meeting (or by a Notary, where required by the applicable legislation).

The supporting documentation distributed to the directors and statutory auditors is kept in the Board's files.

The Chairwoman, also assisted by the Legal and Corporate Affairs Department, ensures that for all topics to be discussed by the Board, directors receive in good time the necessary documentation and information to enable them to assess and make informed decisions on the topics discussed, except in cases of urgency. In this case, a comprehensive discussion of the items on the agenda is ensured in any event.

For the purposes of compliance with Recommendations 11 and 12 of the new Corporate Governance Code, the Board of Directors, through adoption of the Board Regulations, has established the following timeframes within which documentation relating to the items on the agenda must be sent, deeming them adequate:

• Periodic financial reports must be sent five days prior to the board meeting;
• Documentation relating to other items on the agenda must be sent three days prior to the board meeting;
• One day before the board meeting in case of justified and exceptional reasons of urgency.

In order to ensure the utmost confidentiality and traceability of documentation in circulation, the Company uses an electronic platform for the distribution and consultation of documents pertaining to the meetings of corporate bodies.

The deadlines are met. When it is not possible to provide the necessary information with sufficient notice, the Chairwoman ensures that sufficient analysis is conducted during the Board sessions, and also extends their duration for as long as necessary.

Pursuant to the Board of Directors Regulations, a preliminary draft of the minutes is distributed as soon as it is available, and in any case within 30 days from the date of the meeting, with an invitation to report any comments in time for the preparation of the final draft, which is then submitted to the Board at the first subsequent meeting and transcribed in the appropriate meeting minutes.

Board meetings are convened by the Chairwoman, one of the Vice Chairs, or two directors, by letter or email or via the electronic platform, sent at least three days in advance of the meeting to each director and statutory auditor at the address or email address provided by them. In cases of urgency, the Board meeting may be convened by telegram, or email sent at least two days in advance of the meeting.

Even when the directors hold other posts, they all devote the time required to perform their duties effectively, while remaining aware of the responsibilities associated with their posts; they are constantly informed about key new developments in legislation and regulations.

Please refer to Chart 2: structure of the Board of Directors at the end of the fiscal year for further details.

On the Chairwoman's or the Chief Executive Officer's invitation, Board meetings are attended by management representatives who can provide the directors and the Board as a whole with detailed and in‐depth knowledge of the Company's and Group's activities. In the fiscal year, for example, certain managers and/or other Group executives with strategic responsibility, representatives of the company departments involved in the Internal Control System, participated in certain Board meetings for specific topics on the agenda. At the invitation of the Chairwoman, the Group's Chief Executive Officer, the Executive in charge of financial reporting, the Group's Chief Financial Officer, the General Counsel, who also holds the role of Secretary of the Board, as well as the Chairman of the Board of Statutory Auditors and the entire Board of Statutory Auditors also attended the meetings.

Board of Directors	2024	2023	2022
Number of meetings	8	10	13
Average attendance %	90.28%	92.22%	96%

In 2024, the Board met eight times, with an average attendance rate of 90.28%, and an average meeting duration of two hours; this frequency and the constant presence of the Board of Statutory Auditors enable the Board to act in a timely and effective manner. Any absences are announced and justified in advance.

According to the 2025 Corporate Events Calendar, which is available on the Company's website, five Board meetings are scheduled for the current year. So far this year, the Board met to examine the preliminary consolidated figures for the year ending 31 December 2024 on 13 February 2025, and to approve the draft financial statements and the consolidated financial statements for 2024 on 13 March 2025.

Board meetings may be held in person at the Company's registered offices or using telecommunication tools that permit identification of participants, allow all participants to take part in the debate and receive equal information, and allow voting where required.

4.5 ROLE OF THE CHAIRWOMAN OF THE BOARD OF DIRECTORS

The Chairwoman of the Board of Directors performs the duties assigned by law, by the Articles of Association or by Board of Directors resolutions, liaises between executive directors and non-executive directors and ensures that the Board's work is carried out effectively.

The Chairwoman of the management body, with the help of the Secretary of the Board, ensures that:

• prior-Board information and any additional information to be provided during meetings is appropriate to enable directors to perform their duties in an informed manner;
• the activities of Board committees with recommendatory, preparatory and consultative powers are coordinated with the activities of the management body. To this end, at the invitation of the Chair of each committee, she participates in the meetings of the committees that deal with matters of particular importance;
• in agreement with the Chief Executive Officer, the Company executives and Group executives responsible for the company departments concerned attend Board meetings, even in response to the request of individual directors, to provide appropriate insights on the items on the agenda;
• all members of management and control bodies can attend, following their appointment and while in office, initiatives aimed at providing them with adequate knowledge of the sectors of business in which the Company operates, the Company's dynamics and their evolution, also with a view ensuring the sustainable success of the Company, as well as the principles of proper risk management and the regulatory and self-regulatory framework of reference. Reference should be made to Section 4.3 Induction Programme;
• the adequacy and transparency of the self-assessment process of the management body, with the support of the Appointments Committee. Reference should be made to Section 7 of the Report in this regard.

The Chairwoman of the Board ensures that the Board is always informed, by its first subsequent meeting, of developments and the significant content of dialogue with shareholders.

Reference should be made to paragraph 4.6 below for further information on the role and responsibilities of the Chairwoman.

The information relating to ESRS 2 – Par. 19 and 20, (c) is contained in the paragraph "General disclosures-Sustainability governance-GOV-2 Information provided to the undertaking's administrative, management and supervisory bodies and sustainability issues addressed by them" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 23 is contained in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

Secretary of the Board

The Board appoints and revokes the Secretary of the Board upon the Chairwoman's proposal.

The Secretary need not be a member of the Board and must possess adequate knowledge of the Company's corporate matters and governance system.

The Secretary supports the work of the Chairwoman and impartially provides assistance and advice to the Board of Directors on all aspects pertaining to the proper functioning of the corporate governance system.

If the Secretary is absent or unable to perform his or her functions, the Chairwoman may appoint another person, even for a single meeting, provided this person meets the same professional requirements.

On the date of this report, the Board had formally appointed a Secretary by resolution dated 11 May 2023; the position is assigned to the General Counsel, Vittorio Grasso, a person deemed to have adequate knowledge of corporate and governance matters. The Secretary is supported by the Legal and Corporate Affairs Department to fulfil these activities.

During 2024, the Secretary supported the Chairwoman in carrying out the activities referred to in Section 4.5, and provided impartial advice and assistance to the Board on all aspects relevant to the effective functioning of the corporate governance system.

4.6 EXECUTIVE DIRECTORS

Chief Executive Officers

The Board has appointed from among its members:

• the Chairwoman, Maria Chiara Franceschetti, who is entrusted with legal representation of the Company pursuant to the law and the Articles of Association. The Chairwoman, in undivided ownership with Giovanna Franceschetti and Andrea Franceschetti, indirectly controls 53.018 % of the Company's share capital.

The powers listed below are bestowed on the Chairwoman, to be exercised with single and several signing authority unless otherwise specified, and with powers of sub-delegation where specified:

• A) In the planning of the Group's and the Company's activities
  • 1) to oversee relations with shareholders and disclosure thereto;
  • 2) to identify strategic guidelines for the Company and the Group, to be submitted to the Board of Directors for approval, setting up, once the guidelines have been approved, the necessary relationships of coordination and control over the actions of subsidiaries, affiliates or associated companies with the aim of achieving the Group's targets;
  • 3) to perform guidance, coordination and control actions relating to the activities of Group companies;
  • 4) to acquire all data and information considered necessary for performing the above functions from the Chief Executive Officer and the group's management structure;
  • 5) to propose to the Board of Directors, in agreement with the Chief Executive Officer, the Group's corporate structure, any changes that may be considered necessary and/or appropriate from time to time, and corporate operations necessary or even only appropriate to achieve the Company's strategic plans;
  • 6) to identify the organisation of the Company through company areas and functions to be submitted to the approval of the Board of Directors;
  • 7) to set forth the guidelines of the Company's and the Group's financial policies.
• B) In banking and financial transactions (the Chairwoman may sub-delegate these powers)
  • 1) to open and close current bank and postal accounts and securities accounts;
  • 2) to issue bank cheques, banker's drafts and money orders, give orders for payment either electronically or otherwise, withdraw bills of exchange and cash orders, sign orders and receipts to withdraw money from banks, financial institutions and post office savings accounts, and in general manage the Company's bank and postal accounts, including signing currency trading contracts and interest rate and currency hedge contracts up to a limit of 4,000,000.00 Euro (four million Euro) per transaction or series of transactions related to the same scope, all of which using cash on hand or available credit lines, in compliance with the contractual provisions governing the relationships with these parties;
  • 3) to transfer funds between the Company's various current accounts and make collections in the name and on behalf of the Company;
  • 4) to issue bills of exchange, accept drafts and in general carry out any transactions involving bills of exchange related to the supply of goods and/or services to the Company, up to a limit of 1,250,000.00 Euro (one million two hundred and fifty thousand Euro) per transaction or series of transactions related to the same scope;

• 5) to conduct all transactions necessary for the immediate implementation of plans for the purchase or sale of own shares, within the limits and by the methods permitted by resolutions passed by shareholders from time to time, including the power to grant special mandates to intermediaries, and execute transactions in fixed-income securities up to and not beyond the limit of 2,500,000.00 Euro (two million five hundred thousand Euro) per transaction or per day;
• 6) to take out and issue loans of any kind, to or from any party and in any form, and provide collateral and personal guarantees up to 4,000,000.00 Euro (four million Euro);
• 7) within the limit of 4,000,000.00 Euro (four million Euro) per single transaction or set of transactions related to the same scope, to execute agreements with factoring companies and financial companies in general, defining all contractual terms and conditions and signing all the related deeds, including granting of credits, collection mandates, advance payment and discount transactions, provision of guarantees and issuance of receipts, and in general carry out any transactions for transferring and/or pledging, both with and without recourse, the credits of the Company accrued and accruing.
• C) In collection, pick-up, signing and shipping activities (the Chairwoman may sub-delegate these powers)
  • 1) to demand and receive any sums due to the Company in any form and for any reason, and to issue receipts for total or partial collection;
  • 2) to collect from post, railway and transport offices any type of registered letter, package or parcel, and in general anything addressed to the Company, and issue receipts and disclaimers;
  • 3) to sign the Company's ordinary correspondence within the framework of her powers, writing "GEFRAN S.p.A." and "Chairwoman" followed by her signature;
  • 4) to despatch and collect letters, packages and parcels, including registered and insured ones.
• D) In representation of the Company and conducting operations with public and private entities and associated companies (the Chairwoman may sub-delegate these powers)
  • 1) to represent the Company before any Court, Judge, or other judicial authority, whether comprising a single judge or a collegiate division, and any entity, commission, or board, in any area (civil, penal, administrative, labour law, commercial, industrial, bankruptcy and business) of any order, jurisdiction and degree, with the power to sign mandates, powers of attorney and appeals, propose and accept settlements, initiate lawsuits, appear as defendant or respondent, appellant or appellee, appoint lawyers, attorneys and experts for proceedings at any stage and level before any judicial authority, represent the Company in meetings of creditors, make proposals or credit claims in bankruptcies or other insolvency proceedings, accept settlements with customers and demand payment, negotiate any amounts or disputes up to a limit of 500,000.00 Euro (five hundred thousand Euro), reach settlements in disputes by arbitration and also seek amicable settlements, whether final or otherwise, ensure the implementation of judgements, make, refer and accept conclusive and other sworn statements, initiate foreclosures and seizures or other preventive acts against debtors and third parties and revoke the same;
  • 2) to conduct any transactions and represent the Company in any fiscal or administrative practice or dispute with any public official – state, regional, provincial or municipal – or any private office, in Italy and abroad, or tax revenue offices, and before administrative commissions of the first and second degree; to sign and file, electronically or otherwise,

returns for direct and indirect taxes, Intrastat forms, tax and statistical forms and questionnaires, accept and reject assessments, reach agreements and settlements, challenge registrations, submit petitions, complaints and documents, appoint defence counsel for appeals and statements of defence before any tax office or commission, or at tax revenue offices or administrative commissions of the first and second degree, accept tax refunds, including interest, issue receipts, make payments with no limit on the amount and take any steps required to pay direct and indirect taxes, duties and fees, including social security contributions;

• 3) to represent the Company before any central or peripheral administrative authorities to obtain concessions, licences and authorisations;
• 4) to represent the Company before Consob, the Borsa Italiana (the Italian Stock Exchange), and Monte Titoli (settlement system), with the power to sign any kind of document, communication or notice, including press releases with price‐sensitive contents, in accordance with the regulations and codes adopted by the Company;
• 5) to represent the Company in subsidiaries' ordinary and extraordinary shareholders' meetings, with all the required powers of representation and authorisation, and appoint delegates for this purpose under the law;
• 6) to take the necessary steps in patenting procedures, including but not limited to requests for corrections, amendments, patent extensions and divisions, to propose or challenge administrative opposition, interference and administrative appeals, and in general to take any other steps required in applying for, obtaining and maintaining patents, to sign all the deeds required to execute the above conferred powers, to appoint patent agents in Italy and abroad and grant them related mandates;

E) In the current management of buildings (the Chairwoman may sub-delegate these powers)

• 1) to sign documents concerning the day-to-day management of the Company's property and third‐party property leased to the Company, and all connected and consequent operations;
• 2) to enter into, amend and terminate lease agreements covering third‐party property and the Company's own property, with a maximum duration of nine years.

F) In insurance, supply and transportation contracts (the Chairwoman may sub-delegate these powers)

• 1) to enter into private insurance agreements or mandates as the insured party, covering risks to the Company's assets (including credit insurance) and employees and third‐party liability, and sign the insurance policies;
• 2) to make changes to these insurance agreements, and in the event of damage, negotiate the amount of compensation due by the insurance company, and issue receipts for sums collected;
• 3) to enter into, amend and terminate contracts covering the supply of any kind of utilities required for ordinary company management, for each contract and reason, and to represent the Company in dealings with companies supplying energy, telecommunications services and other services to businesses;
• 4) to enter into, amend and terminate contracts with transport companies, shipping agents and other public or private bodies or entities, in Italy or abroad, that provide transport services for goods or people;

• G) In the purchase of movable property not intended for sale and not intended for industrial activities (the Chairwoman may sub-delegate these powers)
  • 1) to purchase, lease, financially or otherwise, hire, loan or sell registered and unregistered movable assets, furniture and equipment up to a limit of 500,000.00 Euro (five hundred thousand Euro) per transaction.
• H) In the appointment of professionals and attorneys (the Chairwoman may sub-delegate these powers)
  • 1) to assign professional mandates of a non‐continuous nature, within the scope of the relevant powers;
  • 2) to appoint special proxies for single acts or categories of acts within the scope of the relevant powers.
• I) In the management of the Company's industrial activities (the Chairwoman may sub-delegate these powers)
  • 1) to negotiate, finalise and enter into lease agreements up to a duration of nine years, and into custody, storage and transport agreements connected with the Company's industrial activities;
  • 2) to contract in and out work of any kind and enter into work contracts connected with the Company's industrial activities;
  • 3) to negotiate, finalise and enter into agreements for the supply of goods and services connected with the Company's industrial activities;
  • 4) to purchase, lease, sell and swap movable goods, machinery, plant and equipment connected with the Company's industrial activities, with the power to negotiate terms, conditions and fees, all up to a limit of 500,000.00 Euro (five hundred thousand Euro) per transaction.
• J) In the management of the Company's commercial activities (the Chairwoman may subdelegate these powers)
  • 1) to finalise and execute contracts with customers of any type, and to grant payment extensions, discounts and bonuses;
  • 2) to handle formalities connected with the import and export of finished and unfinished products, and fulfil all the associated obligations;
  • 3) to purchase printed, advertising and publicity materials, and enter into related supply contracts;
  • 4) to enter into and terminate mandate, commission, agency, distribution, brokerage and business procurement agreements;
  • 5) to collect and issue receipts for amounts, cheques, promissory notes, security deposits, money orders and anything else due to the Company;
  • 6) to reach settlements on disputed receivables, and grant discounts and allowances up to a limit of 300,000.00 Euro (three hundred thousand Euro) per operation;
  • 7) to lodge protests, apply for injunctions, take cautionary or executive measures, file bankruptcy petitions, and intervene in bankruptcy or insolvency proceedings in general to

recover amounts due to the Company;

8) to stipulate, modify, and cancel contracts for the sale of goods and services sold by the Company, and to sign proposals, order confirmations, and applications to participate in calls for tender.

K) In human resources management

• 1) to hire, promote and dismiss the Company's employees (including executives) in Italy and abroad; to determine their tasks, remuneration and conditions; to arrange revocations, suspensions, job changes, transfers and secondments, and disciplinary and other provisions, including precautionary suspension; to determine and pay termination indemnities in the event of termination of employment for any reason;
• 2) in response to the Chief Executive Officer's proposal, to hire and dismiss persons reporting directly to the Chief Executive Officer and, if vested with the power to do so, also subsidiaries' General Managers.

This allocation of proxies responds to the organisational requirements of the Company: in fact, in view of the structure organised in different business units and the size of the Group, the presence of an Executive Chair seems appropriate to guarantee unified strategic direction and to allow efficient and correct management, always operating within the framework of the direction and control of the Board of Directors. In addition, the granting of these powers is mitigated by the fact that the Issuer has allocated additional powers to its Directors.

• The Vice Chairman, Andrea Franceschetti, with functions determined under the Company's Articles of Association pursuant to Article 21, and more specifically "Vice Chairs shall have the power to sign for the company and act as its legal representative before third parties and in court in the event that the Chairwoman is absent or unable to perform these functions"; he is also awarded the following powers:
  • 1) he shall be responsible for relations with trade associations, representing the Company and participating in meetings, observatories and committees concerned with the business sectors in which the Company works, for the purpose of monitoring economic scenarios, technical and regulatory updates and technological innovations, reporting to the Chief Executive Officer on the work performed and possible opportunities for the Company;
  • 2) he shall participate in the main national and international trade fairs in the areas in which the Company operates, and in seminars and conventions of interest, liaising with the Chief Executive Officer in order to monitor market trends and the orientation of customers and competitors and to send the corresponding information to the Chief Executive Officer;
  • 3) he shall sign the Company's ordinary correspondence within the framework of his powers, writing "Gefran S.p.A." and "Vice Chairman" followed by his signature.
• The Vice Chairwoman, Giovanna Franceschetti, with functions determined under the Company's Articles of Association pursuant to Article 21, and more specifically "Vice Chairs shall have the power to sign for the company and act as its legal representative before third parties and in court in the event that the Chairwoman is absent or unable to perform these functions"; she is also awarded the following powers:
  • 1) she shall be responsible for internal and external corporate communications, determining the guidelines for corporate branding aspects and supervising the protection of the company's

trademarks, in coordination with the Chief Executive Officer, in order to determine the compatibility of the initiatives with the strategies defined;

• 2) she shall coordinate the Company's sustainability initiatives (environmental social governance), overseeing internal and external communications and guaranteeing the commitment and sponsorship of the Board of Directors, including adoption of the Sustainability Report;
• 3) within the limits of the powers granted, she may stipulate contracts and award appointments committing the company to a maximum expenditure of 50 thousand Euro per transaction, within the limits of Company's annual budget;
• 4) she shall sign the Company's ordinary correspondence within the framework of her powers, writing "GEFRAN S.P.A." and "Vice Chairwoman" followed by her signature.

Chief Executive Officer Marcello Perini is the main person responsible for the management of the company.

• The Chief Executive Officer, Marcello Perini, entrusted with legal representation of the Company, is bestowed the powers listed below, to be exercised with single and several signing authority unless otherwise specified, and with powers of sub-delegation where specified:
  • A) In the planning of the Group's and the Company's activities
    • 1) to prepare the budget and the three-year plan, with the goal of implementing the strategic guidelines;
    • 2) to propose to the Board of Directors, jointly with the Chairwoman, the Group's corporate structure, any modifications that may be considered necessary and/or appropriate over the years, and corporate operations necessary or even only advisable for the pursuit of the Company's strategic plans;
    • 3) to verify the consistency of investments with the Group's strategic plans in advance, particularly investments regarding extraordinary operations and the establishment of new companies, with the budget and three-year plan approved by the Board of Directors;
  • B) In banking and financial transactions (the Chief Executive Officer may sub-delegate these powers)
    • 1) to open and close current bank and postal accounts and securities accounts;
    • 2) to issue bank cheques, banker's drafts and money orders, give orders for payment either electronically or otherwise, withdraw bills of exchange, sign orders and receipts to withdraw money from banks, financial institutions and post office savings accounts, and in general manage the Company's bank and postal accounts, up to a limit of 2,000,000.00 Euro (two million euro) per transaction or series of transactions related to the same scope, using cash on hand or available credit lines, in compliance with the contractual provisions governing the relationships with these parties;
    • 3) to transfer funds between the Company's various current accounts and make collections in the name and on behalf of the Company;
    • 4) with the joint signature of the Chairwoman, to conduct all transactions necessary for the immediate implementation of plans for the purchase or sale of own shares, within the limits and by the methods permitted by resolutions passed by shareholders from time to time, including the power to grant special mandates to intermediaries, and transactions in

fixed-income securities up to and not beyond the limit of 1,250,000.00 Euro (one million two hundred and fifty thousand Euro) per transaction or per day;

• 5) with the joint signature of the Chairwoman, to take out and issue loans of any kind, to or from any party and in any form, and provide collateral and personal guarantees up to 2,000,000.00 Euro (two million Euro);
• 6) with the joint signature of the Chairwoman, within the limit of 2,000,000.00 Euro (two million Euro) per single transaction or set of transactions related to the same scope, to execute agreements with factoring companies and financial companies in general, defining all contractual terms and conditions and signing all the related deeds, including granting of credits, collection mandates, advance payment and discount transactions, provision of guarantees and issuance of receipts, and in general carry out any transactions for transferring and/or pledging, both with and without recourse, the credits of the Company accrued and accruing.
• C) In collection, pick-up, signing and shipping activities (the Chief Executive Officer may subdelegate these powers)
  • 1) to sign the Company's ordinary correspondence within the framework of the powers of the Chief Executive Officer, writing "Gefran S.p.A." and "Chief Executive Officer" followed by his signature.
• D) In representation of the Company and in conducting operations with public and private entities and associated companies (the Chief Executive Officer may sub-delegate these powers)
  • 1) to represent the Company in subsidiaries' ordinary and extraordinary shareholders' meetings, with all the required powers of representation and authorisation, and appoint delegates for this purpose under the law.
• E) In human resources management
  • 1) to propose to the Chairwoman the hiring and dismissal of personnel at the highest levels in the organisation, that is, reporting directly to the Chief Executive Officer and to the General Managers of subsidiaries.

The Chief Executive Officer also holds the office of General Manager of Gefran S.p.A., and as such bears additional powers.

The Company has not set up an Executive Committee.

Disclosure to the Board by Directors / delegated bodies

In accordance with the recommendations of Article 2381, paragraph five of the Italian Civil Code, the delegated bodies report to the Board of Directors and the Board of Statutory Auditors, with the frequency identified in the Articles of Association and at least once every six months, on the activities performed in exercising their powers, as well as on the general performance and the foreseeable evolution and the transactions of particular significance in relation to the size and characteristics of the Company and its subsidiaries.

Other executive directors

There are no other directors considered to be executive directors who hold (i) management positions in the Issuer; (ii) the position of Chair of a subsidiary of the Issuer of strategic importance, giving this person powers in the management or preparation of corporate strategies; (iii) the role of Chief Executive Officer, that is, a management position, in a subsidiary of the Issuer of strategic importance, or in the parent company of the Issuer, in which the assignment also regards the Issuer.

The information relating to ESRS 2 – Par. 19 and 20 (b) is contained in the paragraph "General disclosures-Strategy-SBM-3 Material impacts, risks and opportunities and their interaction with our strategy and business model" of the Sustainability Report, to which reference should be made.

The information relating to ESRS – Par. 22 is contained in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 24 and 26 is contained in the paragraph "General disclosures-Sustainability governance-GOV-2 Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

4.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR

Independent directors

Four of Gefran's five non-executive directors in office as of the date of this Report are independent, meaning that they do not have or have not recently had, either directly or indirectly, significant dealings with the Company or with parties related thereto, of a nature likely to affect their independent judgement.

Pursuant to the Consolidated Law on Finance and the Corporate Governance Code, the following directors are independent:

Alessandra Maraffini Independent Director

Enrico Zampedri Independent Director

Cristina Mollis Independent Director

Giorgio Metta Independent Director

In accordance with the procedure adopted by the Board to verify independence, this requirement must be declared by the director when his or her candidacy for the post is submitted. Independent directors also undertake to inform the Board promptly should any situation occur that impairs this requirement of independence, and consequently resign from their post. The Board repeats the assessment of independence when it becomes aware of important circumstances, such as the taking up of new positions.

The Chairwoman of the Board of Directors is an executive director of the Company.

The Board has specified in Article 14 of its Regulations, pursuant to Recommendation 7 of the Corporate Governance Code, the circumstances that appear to compromise the independence of a Director, which are the following:

a) the Director is a significant shareholder of the company⁴ ;

b) the Director is, or was in the previous three fiscal years, an executive director or an employee:

- of the company, of its subsidiary having strategic relevance or of a company subject to joint control;

- of a significant shareholder of the company;

c) the Director has, or had in the previous three fiscal years, a significant commercial, financial or professional relationship, directly or indirectly (for example through subsidiaries, or through companies of which the Director is an executive director, or as a partner of a professional or a consulting firm)⁵ :

⁴ The Director directly or indirectly (through subsidiaries, trustees or third parties) controls the company or is able to exercise a significant influence over it or directly or indirectly participates in a shareholders' agreement through which one or more persons exercise control or significant influence over the company.

⁵ If there is no definition of "significant commercial, financial or professional relationship" in the Corporate Governance Code, the following quantitative parameters are adopted, applicable to the above-mentioned commercial, financial or professional relationships:

- with the company or its subsidiaries, or with their executive directors or top management;

- with a party who, also together with others through a shareholders' agreement, controls the company; or, if the control is held by a company or another entity, with its executive directors or top management;

d) the Director receives, or received in the previous three fiscal years, from the company, one of its subsidiaries or the parent company, significant remuneration6 on top of the fixed remuneration for the position held and for being a member of the committees recommended by the Corporate Governance Code or required by law;

e) the Director has been a director of the Company for more than nine years, even if not consecutive, in the last twelve fiscal years;

f) the Director is an executive director at another company in which an executive director of the Company holds the office of director;

g) the Director is a shareholder or director of a company or an entity belonging to the network of the company appointed to audit the Company;

h) the Director is a close family member of anyone who is in any of the situations referred to in the preceding points.

The Board considers that the number and responsibilities of independent directors are appropriate for the Company's needs and the functioning of its management body, as well as the formation of the relevant Committees.

The Board of Directors appointed on 21 April 2023 assessed whether the requirements of independence were met in the meeting held on the same date, and the result of the assessment was announced to the market on the same day, 21 April 2023, in a notice published as required by law. The Board of Directors also verified compliance with the above criteria at the meeting held on 12 March 2024, as well as on 13 March 2025, as disclosed to the market in a press release issued in accordance with the law.

In making the above assessments, the Board considered all the information available, assessing all the circumstances that appeared to compromise independence identified in the Consolidated Law on Finance and the Code and applying (among others) all the criteria provided for in the Code with reference to the independence of directors.

Each non-executive director provided all the necessary and useful information for the Board's assessments.

The Board examined the declarations and information provided by the directors, verifying whether the requirements provided for by Italy's Consolidated Law on Finance and the Corporate Governance Code were met. In particular, the Board considered Director Alessandra Maraffini to meet the independence requirements under the Corporate Governance Code, considering that substance prevails over form. Alessandra Maraffini meets all the requirements, with the exception of the one provided for in Article 2, Recommendation 7 point h), being a close family member of a person who has held the office of Director of the Company for more than nine years in the last twelve. The Board of Directors considered the Board member's curriculum vitae and the fact that the family relationship relates to a person who has held the position of non-executive and independent Director in the past.

^- relationships of a commercial and financial nature: (i) 5% of the annual turnover of the company or entity of which the Director has control or is an important representative or of the professional firm or consulting firm of which the Director is a partner; and (ii) 5% of the annual costs incurred by the Gefran Group that are attributable to the same type of contractual relationship;

^- professional services: the annual fee paid for the office of Director of the Company (currently 30,000.00 Euro)

⁶ When there is no definition of "significant remuneration on top of the fixed remuneration for the position held and for being a member of the committees" received in the previous three years, it means the amount of 100,000.00 Euro (excluding VAT and any contributions from the respective pension fund, if applicable).

It was, however, considered that the family relationship did not undermine independence.

The Board of Statutory Auditors verified the correct application of the assessment criteria and procedures adopted by the Board to ensure the independence of its members, and included the results in its report to the Shareholders' Meeting.

The independent directors were convened by the Lead Independent Director and met three times during the year, assisted by the General Counsel of the Legal and Corporate Affairs Department, and without the presence of the other Directors; one meeting was held for the purpose of analysing the Letter of the Corporate Governance Committee Chairman and providing feedback, while the other two meetings were held in the capacity of Related Party Committee, for the purpose of analysing transactions with related parties. See paragraph 10 of this Report for further details.

The Directors who, in the lists for the appointment of the Board, indicated their suitability to qualify as independent directors, have undertaken to disclose any circumstances compromising their independence during their term of office.

Lead Independent Director

On 21 April 2024 the Independent and Non-Executive Director Cristina Mollis was appointed Lead Independent Director.

The Lead Independent Director acts as a point of reference and coordination for petitions and contributions made by non‐executive and independent directors, thereby ensuring independence of judgement from management.

The Lead Independent Director has the power to summon a meeting of the independent directors, autonomously or in response to the request of the other directors, to discuss issues relevant to the functioning of the Board or the management of the company.

Independent Directors' meetings are duly recorded in minutes; three meetings were held in 2024.

5. CORPORATE INFORMATION MANAGEMENT

The Company considers it absolutely essential to maintain dialogue with investors, safeguard confidential documents and information, and ensure transparency. By Board resolution dated 23 June 2022, the Company adopted the new edition of the "Internal regulations for the management and handling of relevant and inside information" (the "Regulations"), which lay down rules and procedures on inside information within the organisation, in compliance with the Market Abuse Regulation, Italian Legislative Decree no. 58/98 (Consolidated Law on Finance) and Consob Guidelines no. 1 of 2017.

The Regulations also establish the rules and procedures on company disclosure of inside information to the public, to ensure that it is disseminated to all investors in a global, timely, comprehensive and appropriate manner. The Regulations are available on the Company's website www.gefran.com, in the section Investor / Governance / Documents, procedures and shareholders'

agreements. In this regard, disclosure is given via press releases, meetings with the financial community and the press, as well as extensive and constantly updated documentation made available on the website www.gefran.com, in the section Investor.

In its internal Regulations, the Company defines procedures for maintaining and updating a "Registry of people with access to significant and inside information". Pursuant to these Regulations, the Chief Executive Officer has appointed the Head of Legal and Corporate Affairs Department as the person in charge of keeping the Registry.

The Chief Executive Officer oversees application of the procedures regarding company information and coordinates the internal departments involved.

On 25 June 2020 the Board of Directors of the Company also approved the new edition of its "Internal Regulations – Disclosure of transactions in shares and financial instruments conducted by Significant Persons (Internal Dealing)" ("Internal Dealing Regulations"), containing provisions related to disclosure obligations and limits to transactions on financial instruments issued by Gefran S.p.A. conducted by significant persons, expressly defined in the Internal Dealing Regulations, considering the parties' access to price‐ and business sensitive information through the positions they hold. The Regulations are available on the Company's website www.gefran.com, in the section Investor / Governance / Documents, procedures and shareholders' agreements.

6. COMMITTEES WITHIN THE BOARD (pursuant to Article 123-bis, paragraph 2, letter d), Consolidated Law on Finance)

The Company's Board of Directors has established the following committees within the Board:

i. Control and Risks Committee

ii. Appointments and Remuneration Committee

iii. Sustainability Committee

Please refer to Section 10 of this Report for information on the Committee for Transactions with Related Parties.

Board Regulations govern the establishment of the Board's internal committees. The powers and duties of each committee are determined by specific Regulations adopted by a resolution passed by the Board of Directors.

The Regulations govern the operating rules, including procedures for the minutes of meetings and procedures for the management of information for directors who make up the committees, specifying the time limits for submitting information in advance and how to protect the confidentiality of the data and information provided in such a way as not to jeopardise the timeliness and completeness of information flows.

The committees perform their recommendatory, preparatory and consultative powers through meetings, the minutes of which are filed in the Company's records. Each committee has access to the necessary company information and departments to perform its duties.

On 11 May 2023, upon the renewal of the Board of Directors ("BoD"), the Company adopted the Regulations of the BoD, as well as the Regulations of the internal board committees. The regulations govern the rules of operation of the BoD and its committees, including the procedures for recording minutes and the deadlines by which prior-Board documentation must be delivered to directors and statutory auditors, or in sufficient time to express an opinion regarding the items on the meeting's

agenda. There were no exceptional cases that made it impossible to comply with the procedures relating to the timeliness and appropriateness of the information provided to directors.

The Appointments and Remuneration Committee incorporates the functions which, in the Corporate Governance Code, are attributed to the Appointments Committee and to the Remuneration Committee, in compliance with the conditions laid down in the Code for the composition of the committee.

The management body defines the tasks of the committees and determines their composition, giving priority to the competence and experience of their members and avoiding excessive concentration of positions.

The Board gives the Committee Chairs the opportunity to report to the Board about their activities and assessments at the first available meeting.

The Board has determined the composition of the committees, giving priority to the competence and experience of their members and also avoiding excessive concentration of positions.

See Section 4.3 of this Report for more information on committee members.

Additional committees (other than those provided for by legislation or recommended by the Code)

SUSTAINABILITY COMMITTEE

Giovanna Franceschetti

Vice Chairwoman with proxy for sustainability since 2017

Marcello Perini Chief Executive Officer

Cristina Mollis Independent Director with extensive experience in sustainability matters

On 14 May 2020 the Gefran Board of Directors set up this committee among its members, composed of directors with skills in the areas of sustainability and ESG (environmental, social and governance). This committee assists the Board of Directors with recommendatory, preparatory and consultative powers when carrying out assessments and decision-making in the area of sustainability, that is to say initiatives and activities aimed at supervising the Group's commitment to sustainable development throughout the value chain, in connection with the operation of the undertaking's business and the dynamics of its interaction with all its stakeholders, corporate social responsibility, and with the examination of scenarios for preparation of the industrial plan and corporate governance, or when analysing issues relevant to long-term value generation.

All committee members will remain in office until the end of the Board's mandate, that is until the approval of the financial statements for the year ending 31 December 2025.

The directors who are currently members of the committee are:

OFFICE	MEMBERS
Vice Chairwoman and Chairwoman of the Committee	Giovanna Franceschetti
Chief Executive Officer	Marcello Perini
Independent Director	Cristina Mollis

The committee, in addition to assisting the Board in the operations listed in the pertinent section, is responsible for overseeing sustainability aspects related to the Company's business and the dynamics of interaction with all its stakeholders. Specifically:

• examining the sustainability policies and strategic guidelines prepared by the Company, expressing an opinion thereon to the Board of Directors and assessing their orientation and goals, also in view of the industrial plan;
• discussing guidelines based on the principles of sustainable business with the Board of Directors and other Board committees, considering the evolution of the reference scenarios and identifying opportunities that generate value for stakeholders;
• examining the overall set-up of the Sustainability Report, the structure of its content, and the completeness and transparency of the disclosure given to stakeholders in the Sustainability Report, prior to its formal approval by the Board of Directors;
• carrying out the activities for which it is responsible in relation to the "Sustainability Report" provided for by Directive no. 2022/2464 and Italian Legislative Decree CSRD (Corporate Sustainability Reporting Directive) and Italian Legislative Decree no. 125 of 6 September 2024, as explicitly provided for in the relevant Group procedure;
• monitoring application of the Group's existing vision of sustainability and the actions necessary to determine the value generated by the Company for its stakeholders, contributing to the definition and adoption of a model for the measurement thereof;
• monitoring the Group's positioning on financial markets in the area of sustainability;
• expressing opinions on the initiatives and programmes promoted by the Parent Company, including subsidiaries, and any proposals regarding specific sustainability issues.

Gefran's commitment to responsible development is rooted in its history. Reference should be made to Section 4.1 for further details.

The committee's activities are coordinated by its Chairwoman. The committee's

meetings are duly recorded in minutes, and the Chairwoman reports on them to the next Board of Directors' meeting.

SUSTAINABILITY COMMITTEE	2024	2023	2022
Number of meetings	3	2	3
Average attendance %	100%	100%	100%

In the year 2024, the Committee held three meetings lasting an average of one hour, which were duly attended by all members.

The committee's meetings are regularly attended by the Chief Executive Officer and General Manager of Gefran S.p.A., Marcello Perini, who is also a member of the Committee, the Chief Financial Officer and Executive in charge of financial reporting, Paolo Beccaria, the Institutional Reporting & Sustainability Manager, Chiara Mazzucchelli, and the General Counsel, Vittorio Grasso, who also holds the position of Committee Secretary.

Two committee meetings are scheduled for the current year. The Committee has met once so far in 2025.

7. SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS – APPOINTMENTS COMMITTEE 7.1 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS

Pursuant to and for the purposes of principle XIV, as well as Recommendations 19, 21 and 22 of the CG Code, the Board of Directors assesses the effectiveness of its own activities and its committees on a three-yearly basis, as well as the contribution made by its individual components.

On 9 March 2023 the Board issued a positive assessment of the size, composition and functioning of the Board and its Committees for the fiscal year 2022, including questions on the three-year period, on the basis of the results of the self-assessment questionnaires completed by the directors. The questionnaires are anonymous and are intended to provide an objective and free assessment of operational aspects, such as: (i) Role and responsibility of the Board; (ii) Composition, skills and size of the Board; (iii) Information flow, meetings and decision-making processes of the Board; (iv) Internal Board committees; (v) Relationship with management; (vi) Internal control and risk management system. The Appointments and Remuneration Committee met to examine the positions and observations arising from such questionnaires, in order to identify the most important elements to report to the Board, and in turn give guidance on the optimal composition of the Board, with a view to its renewal in 2023.

During 2024, the Board of Directors approved the proposal of the Appointments and Remuneration Committee to carry out a three-year self-assessment of the Board of Directors in line with the Board's current term, in order to allow for a more thorough assessment of the Board's work. The usefulness of a three-year self-assessment is also demonstrated by the growth in the number of listed companies making use of this option.

The Board ensures, as far as it is within its competence, that the process of appointment and succession of directors is transparent and functional to ensure that the composition of the management body is optimal.

In relation to the provisions of Principle XIII and Recommendation 19, letter b) of the Code, the following should be noted.

The Board of Directors was last renewed on 21 April 2023.

Pursuant to the CG Code, the Company is defined as a "company with concentrated ownership", and therefore does not fall within the scope of Recommendation 23 regarding the Board's guidance on renewal. Nevertheless, in light of the expiry of the mandate, considering the results of the selfassessment questionnaires for the 2022 fiscal year, including some questions about the three-year period, the Board of Directors provided the shareholders with guidance regarding the size of the new Board of Directors, as well as the characteristics of its members.

Pursuant to Recommendation 23 of the Corporate Governance Code, the Board also requested whoever submits a list that contains more than half of the members to be elected, to provide adequate disclosure in the documents submitted for the deposit of the list as to whether the list meets the guidance given, also regarding the diversity criteria.

This guidance is published in the "Explanatory Report by the Board of Directors of Gefran S.p.A. on the items on the agenda of the Shareholders' Meeting", released on 9 March 2023 at the same time as the publication of the notice of call of the shareholders' meeting to appoint the Board of Directors and published on the Company's website in the section Investor / Governance / Shareholders' Meetings.

In accordance with Article 4, Principle XIII of the Corporate Governance Code, the Board, in its resolution passed on 5 October 2023, having received the favourable opinion of the Appointments and Remuneration Committee, approved the "Recovery Plan for the Chief Executive Officer of Gefran S.p.A. and of the Chief Executive Officer of Gefran Group".

The plan sets forth specific cases determining its implementation in circumstances in which it should be necessary to replace the Chief Executive Officer prior to the ordinary expiry of office.

The plan specifies mechanisms guaranteeing business continuity in the interim period, in addition to the mechanisms for identifying a possible successor.

The recovery plan also contains appropriate procedures for the succession of senior top management, identified in the Executive Recovery Plan prepared by the People & Organisation Department and presented to the Appointments and Remuneration Committee and to the Board of Directors. That plan analyses the main corporate functions and roles and identifies a contingency plan in the event of a need for succession.

7.2 APPOINTMENTS AND REMUNERATION COMMITTEE

The Company's Board of Directors appointed an Appointments and Remuneration Committee on 21 April 2023, vesting it with the powers identified in the Committee's Regulations.

Cristina Mollis Chairwoman of the Committee and Independent Director

Enrico Zampedri Independent Director

Giorgio Metta Independent Director

Composition and Functioning of the Appointments and Remuneration Committee (pursuant to Article 123-bis, paragraph 2, letter d), Consolidated Law on Finance)

The Company has set up an Appointments and Remuneration Committee composed of three nonexecutive independent directors, whose Chairwoman is an independent member, who will remain in office until the approval of the 31 December 2025 financial statements. At the time of its appointment, the Board believed that the committee's members included persons with sufficient know-how and experience in the areas of finance and remuneration policy.

As of the end of the fiscal year, the committee is composed of the following directors:

OFFICE	MEMBERS
Independent Director and Chairwoman of the Committee	Cristina Mollis
Independent Director	Enrico Zampedri
Independent Director	Giorgio Metta

The Committee's activities are coordinated by the Chairwoman. The meetings are duly recorded in minutes. The Chairwoman reports thereon at the first subsequent meeting of the Board.

In 2024, the Committee held three meetings lasting an average of one hour and thirty minutes, which were duly attended by all members.

Appointments and Remuneration Committee	2024	2023	2022
Number of meetings	3	4	3
Average attendance %	88.89%	91.75%	100%

Three committee meetings are scheduled for the current year. The committee has met twice so far in 2025.

Directors refrain from attending committee meetings in which proposals concerning their remuneration are prepared for presentation to the Board.

At the Chairwoman's invitation and after informing the Chief Executive Officer, the Chief People & Organisation Officer, Patrizia Belotti, and the General Counsel, Vittorio Grasso, who is also Committee Secretary, attended the committee's meetings.

The members of the control body attended all the committee meetings.

Functions of the Appointments Committee

The committee expresses its opinion to the Board of Directors regarding the size and composition of the Board, and makes recommendations regarding the professional figures whose presence in the Board is deemed appropriate.

The committee assists the Board of Directors in the self-assessment of the Board of Directors and its committees, supporting the Chairwoman of the Board in ensuring the adequacy and transparency of the self-assessment process.

The Committee proposes candidates for the office of Director to the Board of Directors when a director must be co-opted and an independent director must be replaced.

A list may not be submitted by the outgoing Board.

The Committee carries out preliminary assessments regarding the preparation of Recovery Plans for executive directors, keeping them up-to-date at all times and suggesting to the Board of Directors any changes that may be necessary. In case the recovery plan is implemented, the committee, acting in agreement with the executive directors, determines the characteristics and competences of potential candidates for succession and identifies profiles of suitable candidates to be suggested to the Board of Directors for co-opting.

The committee checks:

• a) that the company has a Recovery Plan in place for its key executives;
• b) the identification of potential in-house candidates for natural succession of the Chief Executive Officer and their managerial background, with regular observation of the external market;
• c) the process of talent identification and development, a summary of which is presented by the CEO assisted by the Chief People & Organisation Officer once a year.

Functions of the Remuneration Committee

The Committee assists the Board of Directors in drawing up the remuneration policy.

The Committee submits proposals or expresses opinions on the remuneration of executive directors and other directors with special duties, as well as the setting of performance targets determining the variable component of this remuneration.

The committee also formulates proposals regarding the division among the members of the Board of the overall remuneration package approved by the Shareholders' Meeting.

The committee monitors concrete application of the remuneration policy and, in particular, checks the actual achievement of performance targets on the basis of the information provided by the Chief

People & Organisation Officer.

The committee periodically assesses the adequacy, overall consistency and practical application of the remuneration policy of directors and top management.

During the above-mentioned meetings, the committee examined the following matters, among other things:

• a summary of the progress of work on the 2024 MBO plan;
• the 2023 MBO closure of the Chief Executive Officer;
• MBO implementation activities for 2025;
• the examination of the MBO 2024 of the Chief Executive Officer;
• work on the Report on remuneration policy and on compensation paid;

***

The committee can access the company information, functions and departments necessary for the performance of its duties. As far as is relevant, reference should also be made to what is stated in the specific section of the Report on the remuneration policy.

8. REMUNERATION OF DIRECTORS – REMUNERATION COMMITTEE

8.1 REMUNERATION OF DIRECTORS

Information on directors' remuneration is provided in the Report on remuneration and compensation paid published pursuant to Article 123-ter of the Consolidated Law on Finance on the Issuer's website www.gefran.com in the section Investor / Governance / Shareholders' Meetings, to which reference should be made.

The information relating to ESRS 2 – Par. 27 and ESRS 2 – Par. 29 is contained in the paragraph "General disclosures-Sustainability Governance-GOV-3 Integration of sustainability-related performance in incentive schemes" of the Sustainability Report, to which reference should be made.

8.2 REMUNERATION COMMITTEE

Information on the role and functioning of the Appointments and Remuneration Committee, acting as the Remuneration Committee, is provided in paragraph 7.2 above, to which reference should be made. Reference should also be made to the Remuneration Report pursuant to Article 123-ter of the Consolidated Law on Finance.

9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM – CONTROL AND RISKS COMMITTEE

In the course of its business, the Gefran Group is exposed to various types of risk factors, which, should they materialise, may have a significant effect on its economic, financial, operational and reputational situation as well as on health and safety of people and on the environment.

Analysis of risk factors and an integrated assessment of their impact and likelihood of occurrence is the prerequisite for the creation of value in the organisation: the ability to manage risks helps the

Company to face its corporate and strategic choices with awareness and confidence, as well as helping to prevent negative impacts.

Therefore, when drawing up strategic, business and financial plans, Gefran's Board of Directors assessed the nature and level of risks compatible with its strategic objectives. The Board also drew up guidelines for the internal control and risk management system, in order to ensure that the risks monitored and the strategic objectives identified were compatible.

The internal control and risk management system involves the following bodies, each in relation to its own responsibilities:

• The Board of Directors, which has a primary role in guiding and supervising the risk management system and defines guidelines for the internal control and risk management system, consistent with the Company's strategies, and assesses its adequacy and effectiveness;
• The Chief Executive Officer, in charge of setting up and maintaining the system, identifies the main corporate risks, implementing the risk management guidelines defined by the BoD and regularly verifying their adequacy;
• The Control and Risks Committee performs consultative, recommendatory and preparatory activities for the Board of Directors and the Chief Executive Officer (CEO). Through appropriate preliminary activities, it specifically supports the management body's assessments and decisions regarding the internal control and risk management system, as well as the system for verifying correct application of accounting standards and their homogeneity for the purposes of preparing the consolidated financial statements;
• The Executive in charge of financial reporting, who is responsible for direct supervision of the control model within the meaning of Law no. 262/2005 and the related administrative and accounting procedures, and is responsible for updating it regularly in relation to financial reporting risk assessment and regulatory issues among other issues, and for verifying the effectiveness of the underlying procedures;
• The Internal Audit Function and the Head of Internal Audit, in charge of verifying the functioning, adequacy and consistency of the system with the guidelines defined by the BoD (both continuously and in relation to specific needs and compliance with international standards), through an audit plan approved by the Board of Directors and based on a structured process of analysing the main risks, as well as follow-up activities on the implementation of improvement actions;
• The Board of Statutory Auditors, which monitors the effectiveness of the system;
• The Supervisory Body, in charge of monitoring the implementation and correct application of the Organisational Model pursuant to Italian Legislative Decree no. 231/01;
• The Risk Management function plays an executive and facilitating role, while also methodologically supporting and coordinating Enterprise Risk Management activities. Liaising with the Chief Executive Officer, it is responsible for defining, implementing and maintaining an ERM methodology, promoting a systematic, structured and homogeneous process for identifying, measuring and managing risks. In addition, it periodically monitors the progress and effectiveness of the defined risk response strategies, as well as the evolution of the organisation's risk profile.

• Management (Risk Owner & Action Owner) has the primary responsibility for the identification, assessment and management of risks that pertain to its function or area of expertise.
• Process managers, general managers and financial controllers of Italian and foreign subsidiaries, who play a direct role in executing controls, applying administrative and accounting procedures, implementing measures in the improvement plan and issuing the necessary statements, and an indirect role in updating the system of procedures together with the relevant Executive in Charge Function;

The information relating to ESRS 2 – Par. 19 and 20 (b) is contained in the paragraph "General disclosures-Strategy-SBM-3 Material impacts, risks and opportunities and their interaction with our strategy and business model" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 22 is contained in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 24 and 26 is contained in the paragraph "General disclosures-Sustainability governance-GOV-2 Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

The internal control system adopted by the Company and its subsidiaries consists of a series of rules, administrative and accounting procedures and organisational structures, aimed at achieving – via an adequate process of identifying, measuring, managing and monitoring the main risks – the objectives relating to the financial information process, such as completeness, reliability, accuracy, truthfulness and timeliness of reporting.

***

In accordance with the provisions of Article 154-bis of Italian Legislative Decree no. 58/1998 (hereinafter also "Consolidated Law on Finance"), introduced by Law no. 262/2005, which introduced the position of Executive in charge of financial reporting (hereinafter also referred to as the "Executive in Charge"), on 4 August 2022 Gefran's Board of Directors, upon the favourable opinion of the Board of Statutory Auditors, appointed Mr Paolo Beccaria, the Group's Chief Financial Officer, as the Executive in Charge. Reference should be made to Section 9.6 of the Report for more details.

As early as 2007, the Board of Directors also implemented general procedural provisions, agreed upon beforehand with the Executive in Charge, covering the activities which this officer is required to fulfil by law, with particular regard to the resources and powers granted thereto, in relation to both the Company and its subsidiaries (including the possibility for the Executive in Charge to use the Internal Audit Function to fulfil major checks, inspections and any other audits within the limits of its independence in terms of functions and activities).

Gefran has adopted a series of administrative and accounting procedures to ensure that the financial reporting generated by its internal control system is reliable.

The Company uses policies, procedures and operating instructions to guarantee an effective flow of information from the subsidiaries. These include Group Accounting Policies (rules for using and applying international accounting standards), the Group Reporting Manual, the Group Accounting Manual, procedures for creating and disclosing financial information, and other procedures for drawing up the

consolidated financial statements and the interim financial reports (including the chart of accounts, the consolidation procedure and the procedure covering transactions between related parties). Subsidiaries may access all policies, procedures and accounting regulations through the Group's Intranet.

Information technology processes are managed through a segregation of duties access control policy.

The reference models adopted during the design and executive phases were: the COSO Report (Committee of Sponsoring Organisation of the Treadway Commission Report) and the COBIT (Control Objectives for IT and related technology), both acknowledged in international best practice.

In particular, the Company referred to the "COSO framework" to identify the main risks and, consequently, the main controls to be implemented to mitigate the risks identified and thus ensure that the internal control system operated effectively.

Companies of strategic importance were identified through a risk assessment based on quantitative criteria, which also required the use of various parameters relating to the Group's results and equity, and on qualitative criteria that considered internal and external, operating and business risks, which can have a significant effect on financial reporting in the absence of controls.

As with the Parent Company, for each of the Group's subsidiaries, Internal Audit Function conducts an independent assessment of the effectiveness of previously identified key controls, supporting the Executive in Charge in relation to his specific duties.

The areas of improvement identified by the controls are illustrated by the responsible function (Internal Audit Function) to the Chief Executive Officer, the Control and Risks Committee and the Board of Statutory Auditors at Control and Risks Committee meetings, by sharing Audit Reports and Action Plans.

The Control and Risks Committee reports to the Board of Directors every quarter, at the first subsequent meeting, on the status of its activities, through presentations prepared by the Internal Audit Function.

An action plan has also been jointly drawn up and agreed on with each Group company to strengthen the current control system and correct any specific deficiencies identified. The implementation of the measures agreed is monitored constantly by the Internal Audit Function, which reports to the Chief Executive Officer, the Control and Risks Committee and the Board of Statutory Auditors.

To comply with the requirements of Law no. 262/05, the Company has adopted a centrally coordinated assessment and certification system to monitor the appropriateness and effectiveness of its internal control system, including in the definition thereof controls relating to the financial reporting area.

The General Manager and the Financial Controller of each Group subsidiary, as well as the Heads of the main central departments and functions, are responsible for maintaining an appropriate internal control system by conducting regular assessments of key controls, based on criteria of efficiency and effectiveness.

The management of each subsidiary is required to sign an annual statement confirming that the internal control system is operating correctly. Once signed, the certificate is addressed to the Administration Finance and Control Department of the Parent Company.

The Executive in Charge ensures that the company's top management receives, at least once every six months (normally when the half-yearly and annual final accounts are drawn up), information on the implementation and monitoring of the control model under Law no. 262/2005, also with reference to the results of the audits and any ensuing activities, subject, however, to the results of any relevant audits carried out independently by the Internal Audit department being reported on regularly.

In line with its policy of continuous improvement and adjustment, in the year 2023 the control model was revised under Law no. 262/2005, in order to re‐examine the hierarchy of controls regarding financial reporting risks and to further redefine and cyclically modulate testing activities, aiming at

ensuring its overall effectiveness through this approach.

The information relating to ESRS 2 – Par. 34 is contained in the paragraph "General disclosures-Integrated Risk Management-GOV-5 Risk management and internal controls over sustainability reporting" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 36 is contained in the paragraph "General disclosures-Integrated risk management-GOV-5", "Risk management and internal controls over sustainability reporting-SBM-3", "Material impacts, risks and opportunities and their interaction with strategy and business model (GOV-2 Information provided to the undertaking's administrative, management and supervisory bodies and sustainability issues addressed by them)" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Appendix A – RA 5. is contained in the paragraph "General disclosures-Strategy-SBM-1 Strategy, business model and value chain" of the Sustainability Report, to which reference should be made.

During the year, the Board positively assessed the internal control and risk management system with respect to the Company's characteristics and its risk profile, as well as its effectiveness.

***

Enterprise Risk Management

The Group adopts a process aimed at periodically identifying, evaluating, managing and monitoring the main risk factors. This activity allows for the identification of situations that might jeopardise the achievement of strategic objectives and for taking the appropriate decisions, aimed at mitigating risk exposure.

Gefran has long implemented an Enterprise Risk Management ("ERM") system integrated into business processes, organisational structures and systems that contribute to the achievement of the Group's strategic objectives. It is based on identifying focus areas and Risk Owners & Action Owners, and provides for the periodic identification, assessment, management and monitoring of the main risk factors. This activity allows for the identification of situations that might jeopardise the achievement of strategic objectives and for taking the appropriate decisions, aimed at mitigating risk exposure.

Starting from 2022, a further evolution of the system adopted was initiated, continued also in 2024, which led to the introduction, following the Board of Directors' approval on 8 November 2023, of the Enterprise Risk Management Policy (so-called ERM Policy). It defines the governance as well as the phases of the Enterprise Risk Management process, providing guidelines for the identification, evaluation, management and monitoring of risks that might threaten the Group's ability to pursue its strategies and affect performance.

In more detail, the ERM Policy governs the principles of reference by which the ERM system is inspired, the roles and responsibilities of the functions and/or parties involved, the phases of the process and the main information flows that allow for proper dissemination of information and informed decision making.

Risk Governance

The functioning of the Enterprise Risk Management system involves the structured participation of specific company figures and departments, as well as the involvement of the main control bodies. In line with the recommendations of the Corporate Governance Code, the governance model governing the roles and responsibilities of the parties and bodies involved in the process has thus been defined.

The model is divided into the following roles, bodies and control levels:

The Enterprise Risk Management Process

The process that Gefran conducted in 2024 was marked by a few key moments:

1. Risk Monitoring

In the first months of 2024, the monitoring of the progress and implementation of mitigation actions monitoring the most material risks took place (so-called Tier 1 or Top Risk), as identified during the previous Risk Assessment which took place in the last quarter of 2023.

The Owners of each action expressed evaluations on the progress of the same.

The reporting of risks and related information provides a true view of the strengths and improvement of risk management activities. In addition, disclosure of this information to key stakeholders supports decision-making processes and increases the transparency of risks that might have an impact on the

achievement of objectives.

On the other hand, the systematic monitoring of identified risks and management activities against established metrics enables timely and proactive responses. Risk management actions ensure that risk management activities and controls are effective in managing risks that might affect the Group's overall performance.

2. Materiality Assessment Workshop

The topics and risks in the field of sustainability were reconsidered and deepened during the "Materiality Assessment Workshop" of 14 June 2024 that involved the first line of the Chief Executive Officer (C-level) and some functional reporting parties.

The aim of the workshop was to validate Gefran's List of IROs (Impacts, Risks and Opportunities), and was preliminary to the launch of the double materiality assessment.

3. Risk Assessment, Monitoring & Reporting

A Risk Assessment session was held in the last quarter of 2024. During this phase, Gefran's risk portfolio was updated in line with the evolution of the internal and external environment, also thanks to the involvement of the main company departments reporting directly to the Chief Executive Officer. The revision of the risk catalogue was based on the results of the 2023 risk assessment, which were confirmed, amended and/or eliminated to provide corporate bodies and management with an updated overview of the risk profile, as well as to consciously evaluate risk scenarios that might compromise the achievement of strategic objectives and adopt additional tools

capable of mitigating or managing significant exposures, strengthening the Group's corporate governance and the internal control system.

These risks were identified, evaluated and linked to identified risk categories.

The corporate risk mapping also considered the risks linked to environmental, social and governance factors, so-called ESG risks.

The main risks are represented in the so-called Risk Model and grouped into eleven families, outlined in the chart below:

RISCHI DI NATURA ESTERNA	RISCHI DI NATURA STRATEGICA	NATURA DEL RISCHIO
1 PAESE / MERCATO	3 SIRATEGO	CATEGORIA DEL RISCHIO
[1.1] Contesto macroeconomico [1.2] Instabilità dei Paesi in cui il Gruppo produce o commercializza [1.3] Eventi Catastrofici / Business Interruption [1.4] Evoluzione leggi, regolamenti e standard di settore [1.5] Concorrenza [1.6] Modifiche inattese nella domanda (incluse le abitudini dei consumatori)	/ [3.1] Sostenibilità del business [3.2] Decisioni di investimento [3.3] Product Portfolio [3.4] Innovazione di prodotto / processo [3.5] Efficacia / Ritardi delle strategie di breve, medio-lungo termine [3.6] Efficacia delle operazioni straordinarie [3.7] Pianificazione strategica [3.8] Efficacia dei Piani di gestione delle crisi	SOTTO CATEGORIA DEL RISCHIO
2 FINANZIARI / [2.1] Volatilità dei prezzi delle materie prime / mercati finanziari / [2.2] Controparti commerciali / finanziarie [2.3] Tasso di cambio [2.4] Tasso di interesse 1 [2.5] Liquidità / [2.6] Disponibilità capitali / capacità rimborso	[3.9] Dipendenza da clienti chiave / [3.10] Dipendenza da terzisti / fornitori critici [3.11] Digital Transformation & Change Management

-

-

-

-

-

- -

-

-

-

-

-

-

-

• -

-

-

-

-

-

---

    -

Considering both the abstract risk (so-called inherent risk) and the mitigation effects of the internal control system (so-called residual risk), risks are also classified into three categories (Tier 1, Tier 2 and Tier 3), depending on their relevance.

Top Risks, i.e. the most relevant risks (so-called Tier 1), include issues related to cybersecurity, geopolitical tensions and product portfolio evolution, and in particular concern:

• the adoption of new technologies (e.g. artificial intelligence) and new methods of smart working increase exposure to hacker attacks, an ever-evolving trend that can lead to disruptions in business operations and loss of sensitive data at ever increasing costs, as well as vulnerabilities of products with IT/OT functionalities;
• the importance of continuous investments in product innovation, to ensure alignment with the market's best technologies and support the pursuit of sustainability objectives;
• the political and economic instability of the Countries in which the Group produces and recent protectionism policies and barriers to entry might damage the competitiveness of the Group's products, increasing production costs and adversely affecting the management of global supply chains, as well as creating difficulties in entering or staying on foreign markets.

The overall overview of the risks allows the Board of Directors and Management to reflect on the Group's propensity for risk, identify risk management strategies, assess which risks and priorities require new mitigation actions to be adopted, improve and optimise ongoing actions, or more simply monitor exposure to individual risks over time.

In order to ensure the adequacy of the risk management system and assess its effectiveness, a reporting system and a dashboard are provided for monitoring the mitigation actions taken by individual functions (so-called Risk Reporting). Risk reporting and related information provides an

authentic view of the strengths and weaknesses of risk management. The disclosure of this information to key stakeholders also supports decision-making processes and increases transparency on risks that might affect the achievement of targets. Systematic monitoring of the identified risks and activities to manage them according to established metrics enables timely and proactive responses.

The Risk Assessment activities carried out in 2024 led to the identification of 39 risks overall.

Comparing the residual and inherent risks reveals the safeguards, actions taken and the effectiveness of the internal control system and therefore the treatment measures and actions implemented.

The main developments recently implemented in the ERM process concerned:

• the integration into the Risk Model of ESG risks among those that may have an impact;
• strengthening the link between the Group's risks and the pillars of the industrial plan that are potentially impacted;
• the connection between the Group's risks and the pillars of the Strategic Sustainability Plan that are potentially impacted;
• strengthening the link between the Group's risks and the taking out of insurance policies to mitigate them;
• the link between the Group's risks and the IROs arising from the double materiality assessment in relation to compliance with the Corporate Sustainability Reporting Directive (socalled CSRD).

9.1 CHIEF EXECUTIVE OFFICER

The Board of Directors appointed Marcello Perini, Chief Executive Officer, as the executive director responsible for setting up and maintaining the internal control and risk management system. This decision appears to be in line with the provisions of the Code of Corporate Governance, best practice and the Company's organisational structure, within which the Internal Audit Function reports directly and hierarchically to the Board of Directors.

In carrying out his duties, during the fiscal year the Chief Executive Officer:

a) identified the main corporate risks, considering the characteristics of the activities fulfilled by the Company and its subsidiaries, and regularly submitted them to the Board of Directors for review;

b) implemented the guidelines defined by the Board of Directors, taking care of the planning, implementation and management of the internal control and risk management system, and constantly verified its appropriateness and effectiveness;

c) adapted the system to changes in operating conditions and the legislative and regulatory framework;

d) entrusted the Internal Audit Function with the task of assessing specific operating areas and compliance with the internal rules and procedures in execution of corporate operations, in accordance with the Audit Plan approved by the Board of Directors and examined by the Control and Risks Committee and by the Chairman of the Board of Statutory Auditors;

e) promptly reported to the Control and Risks Committee any problems or critical issues arising in the performance of his duties, or made known to him, to allow the Committee to take the necessary action.

9.2 CONTROL AND RISKS COMMITTEE

Alessandra Maraffini Chairwoman of the Committee and Independent Director

Enrico Zampedri Independent Director

Luigi Franceschetti Non-Executive Director

The Control and Risks Committee comprises three non-executive directors, the majority of whom are independent, with the Chairwoman chosen from the independent directors, all experts in accounting and finance and/or risk management; this composition was considered appropriate by the Board of Directors which appointed such members.

All committee members will remain in office until the end of the Board's mandate, that is until the approval of the financial statements for the year ending 31 December 2025.

Composition and functioning of the Control and Risks Committee (pursuant to Article 123-bis, paragraph 2, letter d), Consolidated Law on Finance)

The Directors on the Committee are:

OFFICE	MEMBERS
Independent Director and Chairwoman of the Committee	Alessandra Maraffini
Independent Director	Enrico Zampedri
Non-executive Director	Luigi Franceschetti

The Committee's activities are coordinated by the Chairwoman. The meetings are duly recorded in minutes. The Chairwoman informs the first subsequent Board of Directors meeting of the Committee's meetings and activities. No change in Committee composition have occurred since the end of the fiscal year.

In the year 2024, the committee held five meetings lasting an average of two hours, which were duly attended by all members.

Control and Risks Committee	2024	2023	2022
Number of meetings	5	6	5
Average attendance %	93%	100%	93.33%

The meetings were attended by members of the company departments involved in the internal control system, invited by the Committee Chairwoman, as well as the External Auditor, to discuss specific items on the agenda. In accordance with the CG Code, the Chief Executive Officer, the Executive in charge of financial reporting and the Group's Chief Financial Officer, the General Counsel, who also holds the position of Committee Secretary, as well as the Chairman of the Board of Statutory Auditors and the entire Board of Statutory Auditors also took part in Committee meetings.

The Committee has so far met twice in 2025 and is scheduled to meet three more times before the end of the year, at least once every quarter.

Functions assigned to the Control and Risks Committee

In addition to assisting the Board in the operations listed in the relevant section, the committee has been mandated by the Board to:

• a) assess, after consulting the Executive in charge of financial reporting, the External Auditor and the Board of Statutory Auditors, the correct use of accounting standards and their uniform application in drawing up the consolidated financial statements;
• b) assess the suitability of periodic, financial and non-financial information to correctly represent the business model, the Company's strategies, the impact of its activities and the performance achieved, with the support of the Sustainability Committee;
• c) examine the content of periodic non-financial information relevant to the internal control and risk management system;
• d) express opinions on specific aspects relating to the definition of the internal control and risk management system's guidelines and the identification of the main corporate risks to ensure that they are consistent with the Company's strategies, also supporting the corresponding annual assessment and ensuring the adequacy of the system with respect to the Company's characteristics and risk profile, as well as its effectiveness;
• e) express opinions connected to the Internal Audit Function's Action Plans;
• f) review the periodic reports assessing the internal control and risk management system, as well as particularly significant reports provided by the Internal Audit Function;
• g) monitor the independence, adequacy, effectiveness and efficiency of the Internal Audit Function;
• h) appoint the Internal Audit Function to conduct audits with regard to specific operating areas, where necessary, duly informing the Chairman of the Board of Statutory Auditors;
• i) report to the Board of Directors at least every six months, when the annual and half-yearly financial statements are approved, on the activities performed and on the adequacy of the internal control and risk management system;
• j) support, with adequate preliminary assessments, the evaluations and decisions of the Board of Directors concerning the management of risks arising from harmful incidents of which the Board of Directors has become aware;
• k) express opinions concerning coordination and information flows between the different parties involved in the internal control and risk management system, in order to maximise the efficiency of the system, minimise duplication of activities and ensure effective performance of the tasks of the control body.

Following the enactment of Italian Legislative Decree no. 39/2010, which identifies the Board of Statutory Auditors as the "Internal Control and Auditing Committee", some of the supervisory functions attributed to the Control and Risks Committee are shared with the Board of Statutory Auditors, and are carried out in a coordinated manner.

The Board of Directors has also allocated to the Control and Risks Committee the duties and functions that the new regulation on transactions with related parties assigns to independent directors, in particular the task of examining in advance the procedure adopted by the Company (and any changes to it) and executing it.

During the fiscal year, the committee examined the following matters, among other things:

• the draft of the 2023 financial statements and consolidated financial statements, the 2024 half‐yearly financial report, the results of audits of the half‐yearly financial statements and report;
• the adequacy of periodic, financial and non-financial information to correctly represent the business model, the Company's strategies, the impact of its activities and the performance achieved;
• the content of periodic non-financial information relevant to the internal control and risk management system;
• the results of the external auditor's activities;
• the 2024 Audit Plan, and the status and results of internal auditing activities, as well as the structure of the Company's internal control system;
• updates on Enterprise Risk Management activities and an induction on cyber risks;
• updates to the scope of Italian Legislative Decree no. 231/2001;
• the controls carried out in accordance with the audit procedures and the verification of their implementation;
• the annual report of the FGIP Inside Information Management Function;
• the annual report of the control bodies and the half-yearly report of the Committee;
• updates on the selection of the external auditor for the period 2025-2033;
• the proposal to adopt a Framework Agreement for related party transactions.

***

The committee has access to the company information and functions necessary to perform its tasks, has access to financial resources, and may make use of external consultants, within the terms set by the Board of Directors.

9.3 HEAD OF THE INTERNAL AUDIT FUNCTION

The Board of Directors appointed the Head of the Internal Audit Function as responsible for verifying

that the internal control and risk management system is functioning, adequate and consistent with the guidelines defined by the Board.

By resolution passed on 14 February 2024, after receiving a favourable opinion from the Control and Risks Committee, the Board of Directors appointed as Head of the Internal Audit Function for 2024 Mr. Piermario Barzaghi, Partner of KPMG Advisory S.p.A., an external party to the Company, fully autonomous and independent as well as meeting the appropriate professional and organisation requirements.

The Board, after receiving a favourable opinion from the Control and Risks Committee, by a resolution passed on 14 February 2024, defined Mr Barzaghi's remuneration, in line with company policies, for the position of Head of the Internal Audit Function, ensuring that he has adequate resources to carry out his duties.

The Board of Directors considered it appropriate to entrust external parties with substantial expertise and experience with such mandate, since the size of the Gefran Group is not such that it can effectively support an Internal Audit organisational structure within the Company.

Mr Barzaghi is not responsible for any operational areas, and is hierarchically independent from the Board of Directors in the performance of his duties. The Head of the Internal Audit Function has direct access to all the information necessary for carrying out the task. KPMG Advisory S.p.A. was tasked with conducting internal audit activities for the year 2024.

During the fiscal year, the Board of Directors approved the Audit Plan prepared by the Head of the Internal Audit Function, with the favourable opinion from the Control and Risks Committee after hearing the Board of Statutory Auditors and the Chief Executive Officer.

***

The Audit Plan prepared for 2024 was intended to supplement the existing internal control and risk management system with adequate Internal Auditing activities, by concentrating the work in areas which, due to the number and critical nature of the risks identified, might meaningfully affect the achievement of corporate targets.

The Head of the Internal Audit Function, either in person or through the designated consulting firm, during the fiscal year:

***

• checked the functionality and appropriateness of the internal control and risk management system, both continuously and in relation to specific requirements, in compliance with international standards, using the audit plan approved by the Board of Directors which is based on a structured analysis of the main risks;
• prepared periodic reports providing appropriate information on his activities, the risk management methods used and compliance with the plans drawn up to mitigate risks, as well as an assessment of the suitability of the internal control and risk management system. These are generally submitted to the Chairs of the Board of Statutory Auditors, of the Control and Risks

Committee and of the Board of Directors and the Chief Executive Officer, unless the subject matter of these reports specifically concerns the activities of such persons;

• promptly prepared reports on events of particular importance, also in response to the request of the Board of Statutory Auditors. These are generally submitted to the Chairs of the Board of Statutory Auditors, of the Control and Risks Committee and of the Board of Directors, as well as the Chief Executive Officer, unless the subject matter of these reports specifically concerns the activities of such persons;
• assessed the reliability of information technology systems, including accounting systems, as part of the Audit Plan.

The activities conducted during 2024 were intended:

• to enact the measures provided for in the Gefran Group's 2024 Audit Plan, both on specific matters covering several risks associated with a given process, which include, among others, audits in the integrated 262, 231 and Operational areas, and on specific subsidiaries;
• to propose solutions to any observations made;
• to periodically monitor the actions taken in relation to any issues raised;
• to check the measures adopted to fulfil the requirements identified during previous audit interventions or during the Enterprise Risk Management;
• to assess any other risk factors and related measures to be introduced as the result of changes in the organisation or in the law.

During the Control and Risks Committee's meeting, as well as the annual meeting of the Corporate Control Bodies held on 7 March 2025, the Head of the Internal Audit Function presented the function's annual report on its activities and on the operation of the internal control and risk management system.

It should also be noted that with the Board of Directors' resolution passed on 13 February 2025, responsibility for the Internal Audit Function was once again entrusted to Mr Piermario Barzaghi; he was appointed by the Board of Directors, after receiving a favourable opinion from the Control and Risks Committee. KPMG Advisory S.p.A. was tasked with conducting Internal Audit activities.

On 13 February 2025, the Board of Directors approved the Audit Plan for the three-year period 2025- 2027, after which the Control and Risks Committee approved the Plan.

9.4 ORGANISATIONAL MODEL pursuant to Italian Legislative Decree no. 231/2001

At its meeting held on 13 February 2008, the Board of Directors adopted its own Organisational Management and Control Model in accordance with Italian Legislative Decree no. 231/2001 (the "Model").

Following a series of updates and reviews, the latest version of this model was approved in its entirety by the Board on 12 November 2024.

The subsidiaries Gefran Soluzioni S.r.l. and Elettropiemme S.r.l. have likewise adopted an Organisational and Management Model under Italian Legislative Decree no. 231/2001, constantly revised and updated where appropriate, and have their own Supervisory Body.

Over time, the review of the Model has considered the extension of companies' administrative

liability to include new offences, and changes in the Company's organisational structure occurring since the adoption of the current Organisational Model. On an annual basis, Gefran performs a "Risk Assessment within the scope of Italian Legislative Decree no. 231/2001".

The Company has therefore drawn up a Model that complies with the guidelines resulting from the analysis and mapping of corporate processes at risk of an offence, is consistent with the Company's particular characteristics, and therefore fulfils the effectiveness requirements set out by law.

The Model adopted by the Company aims at preventing the offences envisaged in Italian Legislative Decree no. 231/01 ("Decree") and ensuring fair and transparent conditions in the carrying out of business activities.

The Organisational Management and Control Model comprises a General Section describing the content of the Decree and the aims of the Model, and a Special Section, which contains general rules to be followed by the Model's Recipients, a list of areas of activities at risk and various sections dedicated to the relevant categories of offences. The document is published on the website www.gefran.com in the Investor / Governance / Organizational Protocol & Code of ethics section and on the Company's intranet.

The following documents are an integral part of the Model:

a) Code of Ethics and Conduct: it sets out the general principles of conduct, including those of

significance for the purposes of Italian Legislative Decree no. 231/2001 (transparency, fairness and loyalty), which inspire the performance and conduct of the Company's business, also identifying the objectives and informative values of the Company's business. The document is published on the website www.gefran.com in the Investor / Governance / Organizational Protocol & Code of ethics section and on the Company's intranet. Gefran S.p.A. and the Gefran Group companies undertake to apply and observe strict ethical and moral principles while conducting their business. The Code of Ethics has been chosen as a tool for the formalisation and dissemination of these principles.

Compliance with the Code of Ethics is of fundamental importance for the Group's proper functioning, reliability and reputation, which are essential assets for its success. The Code of Ethics aims at guiding the Group's conduct and operations in both its internal relations and relations with external parties, focusing on full compliance with the regulations in force in all the countries in which it operates, in addition to compliance with internal procedures.

b) Procedures Manual: for all the main risk areas mapped, it is intended to regulate:

• roles and responsibilities of the parties involved;
• procedures for making decisions/granting authorisations;
• methods of managing and controlling activities at risk.

The document is published on the Company's Intranet.

c) Group Whistleblowing Procedure: the procedure was approved by the Board of Directors on 13

November 2018, and its update was subsequently approved on 3 August 2023, and is aimed at regulating reports of unlawful conduct and noncompliance with the provisions of the law and the Code of Ethics – also relevant for the purposes of Italian Legislative Decree no. 231 of 2001 – based on precise and consistent factual elements or breaches of the Organisational, Management and Control Model of Gefran S.p.A. and its Italian and foreign subsidiaries. The procedure, prepared also pursuant to

Italian Legislative Decree no. 24 of 10 March 2023, transposing EU Directive 2019/1937, as well as Article 6 para. 2-bis of Italian Legislative Decree no. 231 of 8 June 2001, ensures that the whistleblower's confidentiality is protected and the latter's report is managed according to predefined operational provisions.

The document is published on the Company's intranet and website www.gefran.com in the Investor / Governance / Organizational Protocol & Code of ethics section.

Supervisory Body

As required by Italian Legislative Decree no. 231/2001, the Board has also appointed the Supervisory Body composed, as at the date of issue of this Report, of an external member, Ms Monica Vecchiati, who holds the office of Chair of the Supervisory Body, and of an internal member, Mr Vittorio Grasso, General Counsel and Head of the Issuer's Legal and Corporate Affairs Department; the option of appointing an internal member of the Company, as expressly granted by the Corporate Governance Code, has thus been used, also to ensure effective coordination between the various parties involved in the control and risk management system.

The Board has provided the Supervisory Body with regulations and appropriate means to be able to operate.

The Supervisory Body may also use external consultants to perform the necessary risk assessments and audits.

The Supervisory Body is responsible for supervising:

a) the functioning and observance of the Model, in relation to the various types of offence contemplated by Italian Legislative Decree no. 231/01 and subsequent laws that have extended its scope;

b) the effectiveness of the Model in relation to the Company's structure and its effective ability to prevent the commission of offences;

c) the advisability of updating the Model, where its adaptation is required in relation to new business conditions and/or regulations.

The Supervisory Body has the discretionary power to conduct specific controls, also in response to reports received, and periodically to carry out sample checks of sensitive activities, in order to verify their proper implementation in relation to the general rules and specific procedures laid down by the Model.

The Supervisory Body is also responsible for advising the Board of Directors to make the necessary changes to the Organisational Model in the event of changes to the legal framework, the methods of implementation and the type of corporate business activities. The Supervisory Body reports its control activities and their results to the Board of Directors, the Control and Risks Committee and the Board of Statutory Auditors.

The Supervisory Body is composed of members from outside the company; the Legal and Corporate Affairs Department plays a liaising and facilitating role, also to ensure coordination between the different parties involved in the internal control and risk management system.

Information relating to ESRS G1 is contained in the paragraphs "Governance information-Impact, risk and opportunity management-ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities" and "Governance information-Impact, risk and opportunity management-G1-1 Corporate culture and business conduct policies" of the Sustainability Report, to which reference should be made.

9.5 EXTERNAL AUDITOR

External auditing activities are conducted by a company appointed by the Shareholders' Meeting from among those included in the register kept by Consob.

The External Auditor is currently PRICEWATERHOUSECOOPERS SPA, appointed at the Shareholders' Meeting of 21 April 2016 to conduct, for the fiscal years 2016 through 2024, external auditing of the consolidated and separate financial statements, pursuant to Articles 14 and 16 of Italian Legislative Decree no. 39 of 27 January 2010, and limited external auditing of the consolidated halfyearly financial statements.

As required by law, the mandate was granted based on a reasoned proposal by the Board of Statutory Auditors, following an in‐depth technical and economic evaluation analysis.

With the approval of the Financial Statements ending 31 December 2024, the External Auditor PricewaterhouseCoopers S.p.A., appointed by the Shareholders' Meeting on 21 April 2016 for the period 2016-2024, will cease to hold office.

Acknowledging the reasoned recommendation of the Board of Statutory Auditors regarding the appointment of an External Auditor for the performance of statutory audit activities, the Shareholders' Meeting of 23 April 2024 resolved to appoint Deloitte & Touche S.p.A. as the External Auditor for nine years (2025-2033), namely from the approval of the financial statements ending 31 December 2024 to the approval of the financial statements ending 31 December 2033.

During the year, after hearing the Board of Statutory Auditors, the Board of Directors assessed the results expressed by the External Auditor.

9.6 EXECUTIVE IN CHARGE OF FINANCIAL REPORTING AND OTHER COMPANY ROLES AND FUNCTIONS

After hearing the Board of Statutory Auditors, the Board of Directors appoints the Executive in charge of financial reporting, and determines the latter's fees and term of office. It also ensures that such Executive has appropriate powers and means to perform the duties attributed thereto pursuant to Article 154‐bis of Italian Legislative Decree no. 58/98, and that administrative and accounting procedures are complied with.

The Executive in charge of financial reporting must meet the professional requirements of having at least three/five years' qualified experience in administration and control or in management or advisory roles, at listed companies and/or related groups of businesses, or companies, organisations or businesses of a significant size and importance, and in the preparation and control of accounting and corporate documents. The Board ascertains that the Executive meets the requirements established by law and the Articles of Association at the time of appointment.

On 4 August 2022, the Board of Directors, with the approval of the Board of Statutory Auditors, appointed Paolo Beccaria, Chief Financial Officer of the Group, as Executive in charge of financial reporting for Gefran S.p.A., who is required to monitor directly the control model under Law no. 262/2005 and the related administrative and accounting procedures.

The Board of Directors, by resolution dated 13 February 2025, approved the integration of powers of the Executive in charge of financial reporting, Mr Paolo Beccaria, in relation to sustainability reporting. The Issuer has therefore not decided to appoint a different executive responsible for

certifying sustainability reporting.

The Executive in charge of financial reporting and the Chief Executive Officer issue a specific report attached to the annual financial statements, the consolidated financial statements and the condensed half-yearly financial statements attesting to the adequacy and actual application of administrative/accounting procedures, and to the fact that these documents correspond to the figures contained in the corporate accounting records, and provide a true and fair representation of the equity, economic and financial position of the Company and the companies included in the scope of consolidation.

The Executive in charge of financial reporting also issues a statement certifying that the interim accounting information (for example, interim reports on operations and/or press releases to the market) comply with the documents, books and accounting records of the Company and the companies included in the scope of consolidation.

The Executive in charge of financial reporting has the following resources and powers:

• to directly access all information for the production of accounting data;
• to establish direct contact with the External Auditor, the Control and Risks Committee and the Board of Statutory Auditors;
• to acquire, control and check information and news at equivalent or higher hierarchical levels, and also at lower hierarchical levels which do not report directly to the Executive in charge of financial reporting; these powers may also be exercised in respect of subsidiaries and the corporate hierarchies of the companies included in the scope of consolidation;
• to use internal communication channels to ensure the correct flow of intercompany information;
• to use all the offices, facilities and specialised personnel under the Accounting, Finance and Control department;
• to propose/assess all the procedures implemented within the Company;
• to draw up administrative and accounting procedures;
• to make use of management control tools, including IT equipment (hardware and software), up to a spending limit of 25,000.00 Euro annually;
• to assign duties, responsibilities and time frames for collecting and checking information;
• to make use of independent specialist consultants to address specific issues, and assign professional duties up to a spending limit of 50,000.00 Euro annually;
• to attend conferences, training seminars and refresher courses;
• to summon staff, at the Executive's own discretion, to update and train them, and raise awareness of their obligations;
• in sustainability-related matters as provided for by Article 154-bis of Italian Legislative Decree 58/1998, as amended and supplemented by Italian Legislative Decree no. 125 of 6 September 2024, including responsibility for ESG reporting and verifying compliance of non-financial information;
• as provided for in the "Procedure for Preparing the Sustainability Report" prepared by Gefran.

***

After examining the results of risk management during the fiscal year, the Board of Directors does not consider it appropriate to take further measures to ensure the effectiveness and impartiality of judgement of the other company departments involved in the controls, and has checked that they have suitable professional skills and adequate resources.

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

Through regular meetings and information flows, the Company co‐ordinates all the parties involved in the internal control and risk management system (Board of Directors, Chief Executive Officer, Control and Risks Committee, Head of the Internal Audit Function, Executive in charge of financial reporting, Board of Statutory Auditors, External Auditor and other corporate functions with specific duties in relation to internal control and risk management), in order to maximise the efficiency of the internal control and risk management system, prevent duplication of tasks, and ensure effective performance of the tasks of the Board of Statutory Auditors.

The Board of Statutory Auditors and the Control and Risks Committee promptly exchange relevant information to perform their respective duties. The Chairman of the Board of Statutory Auditors assists the Control and Risks Committee and the statutory auditors can attend the meetings of the Committee too.

10. DIRECTORS' INTERESTS AND TRANSACTIONS WITH RELATED PARTIES

During the meeting held on 24 June 2021, the Board of Directors of Gefran approved the "Procedure for transactions with related parties" according to Consob resolution no. 17221 of 12 March 2010 as amended and integrated. This regulation is published in the Investor / Governance / Documents, procedures and shareholders' agreements section of the Company's website www.gefran.com.

The regulation is based on the following general principles:

• ensuring the essential and procedural transparency and probity of transactions with related parties;
• providing directors and statutory auditors with an appropriate assessment, decision-making and control tool regarding transactions with related parties.

The regulation is structured as follows:

• Part one: definitions (related parties, significant and minor, intercompany, ordinary, of negligible amount transactions, etc.);
• Part two: identification of transactions with related parties, procedures for approval of significant and minor transactions, urgencies and exemptions;
• Part three: disclosure obligations, supervision of compliance with the regulation.

For details on transactions with related parties, specific reference should be made to the paragraph "Dealings with related parties" in the explanatory notes to the annual financial statements, where they are listed and commented on.

No Related Party Committee has been established. The current composition of Gefran's Control and Risks Committee meets the requirements of Article 3, paragraph 1 letter i) of the Regulation on Transactions with Related Parties adopted by Consob Resolution no. 17221 of 12 March 2010 and subsequent amendments, therefore the function of Related Parties Committee is attributed to the latter.

In the exercise of its functions, the Committee examines, expresses opinions on and approves transactions with Related Parties, in the cases specifically identified in its Regulations.

Information on the functioning and work of the committee is contained in paragraph 9.2 above, to which reference should be made.

During the year, the Control and Risks Committee, acting as the Related Parties Committee, examined and expressed its favourable opinion on a transaction with related parties.

In its "Procedure for Transactions with Related Parties", Gefran has regulated and adopted operating solutions suitable for identifying and adequately managing situations in which a Director has an interest, either on the latter's own behalf or on behalf of a third party.

During the year, when the Control and Risks Committee did not include at least two unrelated independent directors, the opinion was given by the unrelated independent directors within the Board of Directors, in accordance with the Procedure for Transactions with Related Parties adopted by Gefran.

In 2024, the independent directors, acting as the Related Parties Committee, examined and expressed their favourable opinion on two transactions with related parties.

11. BOARD OF STATUTORY AUDITORS

11.1 APPOINTMENT AND REPLACEMENT

Article 23 of Gefran's Articles of Association, amended by board resolution of 1 October 2012 to ensure, pursuant to Law no. 120/2011, gender balance in the composition of its corporate bodies, states that:

"The Board of Statutory Auditors is comprised of three statutory auditors and two deputy auditors.

Auditors hold office for three fiscal years, up to the Shareholders' Meeting convened to approve the financial statement covering the last year of their period of office, and are eligible for re-election. Their fee is determined by the Shareholders' Meeting for the whole period in which they hold office.

Statutory auditors must possess the pre-requisites established by law and other applicable regulatory provisions. As regards the requisite of professional qualification, the issues and business sectors strictly associated with that of the Company are: electronic automation for the sensor manufacturing industry and industrial automation components.

The members of the Board of Statutory Auditors are subject to the limits on the cumulation of management and control positions established by Consob regulations.

The Shareholders' Meeting appoints the Board of Statutory Auditors based on lists submitted by the shareholders, following the procedures set out below, without prejudice to any different and additional provisions provided by binding laws or regulations.

Minority shareholders – who are not part of any associative relationship, even indirectly, pursuant to Article 148, paragraph 2 of Italian Legislative Decree no. 58/1998 and related regulations – have the right to elect one standing auditor, who will be Chairman of the Board of Statutory Auditors, and one deputy auditor. Minority statutory auditors are elected at the same time as the other members of the board, with the exception of replacements, as provided for below.

A list of candidates for the post of statutory auditor may be presented by shareholders who, when the list is presented, hold – alone or together with other presenting shareholders – a shareholding equal to that established by Consob pursuant to Article 147-ter, paragraph 1, of Italian Legislative Decree no. 58/1998 and to the provisions of the Issuers Regulation approved under resolution no. 11971 of 14th May 1999 and subsequent amendments.

The lists must be presented to the registered office at least twenty-five days prior to the date set for the Shareholders' Meeting called to appoint the auditors and will be published pursuant to the regulations in force at least twenty-one days prior to said date.

The lists must contain the names of one or more candidates for the post of statutory auditor and one or more candidates for the post of deputy auditor. The candidates' names are progressively numbered and

must not exceed the number of members to be elected.

If mandatory gender division criteria are applicable, each list presenting at least three candidates must contain a number of candidates of the least represented gender at least equal to the minimum number required by the provisions of the law applicable from time to time.

The lists must also contain, within them or attached thereto, the information, statements and other documents required by law and applicable regulatory provisions.

If by the deadline for the submission of lists, only one list has been submitted, or only lists have been submitted by shareholders associated with one another under applicable provisions, lists may be submitted within the terms established by law. In this case, the threshold mentioned above for submitting lists is reduced by half.

A shareholder may not present or vote for more than one list, whether directly, indirectly or through trust companies. Shareholders belonging to the same group and shareholders who enter into a shareholders' agreement regarding the issuer's shares may not submit or vote for more than one list, even through a third party or a trust company. A candidate must be present in one list only, or s/he shall be deemed ineligible.

Auditors are elected as follows: (i) two statutory auditors and one deputy auditor from the list obtaining the highest number of votes (the "Majority List"), according to the progressive number under which they are listed; (ii) one statutory auditor, who is appointed Chairman of the Board of Statutory Auditors (the "minority auditor") and one deputy auditor (the "deputy minority auditor") from the list that obtained the second highest number of votes and which is not even indirectly connected with the shareholders who presented or voted for the Majority List pursuant to the applicable provisions (the "Minority List"), according to the progressive number under which they are listed. If there is a tied vote between lists, the one presented by shareholders with the largest shareholding at the time of presentation of the list, or subordinately, the highest number of shareholders, will prevail.

If a statutory auditor of the least represented gender is not present on the Board of Auditors thus formed, if required by the provisions of the law applicable from time to time, the last candidate elected in the Majority List will be replaced by the first non-elected candidate in the list belonging the least represented gender. If this is not possible, the statutory auditor of the least represented gender will be appointed by the Shareholders' Meeting, with the ordinary majorities established by law, replacing the last candidate in the Majority List.

If only one list has been presented, the Shareholders' Meeting votes on that list, and if the list obtains a relative majority of votes, not counting abstentions, all the candidates for these posts who appear in the list will be elected as statutory and deputy auditors. The Chairman of the Board of Auditors is the first candidate for the post of statutory auditor.

If a statutory auditor of the least represented gender is not present on the Board of Auditors thus formed, if required by the provisions of the law applicable from time to time, the statutory auditor of the least represented gender will be appointed by the Shareholders' Meeting with the ordinary majorities established by law, replacing the last candidate in the single list.

If there are no lists, the Board of Auditors and the Chairman are appointed by the general Shareholders' Meeting with the ordinary majorities established by law, subject to the obligation to appoint at least one statutory auditor of the least represented gender, where this is required by the provisions of the law applicable from time to time.

If the post of majority auditor becomes vacant for any reason, it is held by the deputy auditor taken from the Majority List.

If the post of minority auditor becomes vacant for any reason, it is held by the deputy auditor taken from the Minority list.

When the Shareholders' Meeting is called to make up the Board of Auditors replacing auditors elected from the Minority List, the ballot requires a relative majority, which will not include the votes of

shareholders who, according to the statements rendered in accordance with current provisions, hold, directly, indirectly or jointly with other shareholders who have entered into a relevant shareholders' agreement pursuant to Article 122 of Italian Legislative Decree no. 58/1998, a relative majority of votes exercisable at the Meeting, and of shareholders who control, are controlled by or are subject to joint control of the same.

In this case, too, the new minority auditor is designated as Chairman of the Board of Auditors.

Moreover, in the event of replacement of a statutory auditor, the gender equality obligation must be fulfilled in accordance with the provisions of the law applicable from time to time."

11.2 COMPOSITION AND FUNCTIONING (pursuant to Article 123-bis, paragraph 2, letters d) and d-bis), Consolidated Law on Finance)

The Board of Statutory Auditors in office as of 31 December 2024 was appointed by the Shareholders' Meeting of 23 April 2024 using the list system. Two lists of candidates were submitted: the Majority List, submitted by the majority shareholder Fingefran S.r.l., holding 7,634,522 Gefran S.p.A. shares, equal to 53.02% of the share capital, which was voted for by 8,512,960 shares representing 59.12% of the share capital; and the Minority List, submitted by the shareholders Luigi Franceschetti, Maria Martinelli and Elena Franceschetti, holding a total of 520,446 Gefran S.p.A. ordinary shares, equal to 3.62% of the share capital, which was voted for by 534,710 shares representing 3.71% of the share capital.

The Majority List included the following candidates: Roberta Dell'Apa, Luisa Anselmi, Stefano Guerreschi, Simona Bonomelli, Francesca Capoferri.

The Minority List included the following candidates: Giorgio Alberti, Simonetta Ciocchi.

In accordance with the provisions of the Articles of Association regarding the composition and method of appointment of the Board of Statutory Auditors, and considering the Board of Statutory Auditors' guidelines on the size and composition of the new Board of Statutory Auditors, the standing auditors, Roberta Dell'Apa and Luisa Anselmi, and the deputy auditor, Simona Bonomelli, were appointed from the Majority List, while the standing auditor, Giorgio Alberti, who is the Chair of the Board of Statutory Auditors, and the deputy auditor, Simonetta Ciocchi, were appointed from the Minority List.

The current Board shall remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2026 and is composed as follows:

	Giorgio Alberti – Chairman of the Board of Statutory Auditors
Standing Auditors	Roberta Dell'Apa
	Luisa Anselmi
	Simona Bonomelli
Deputy auditors	Simonetta Ciocchi

Personal and professional characteristics of each statutory auditor

A brief curriculum vitae of each statutory auditor is provided below, showing their personal details, expertise and experience in business management.

Giorgio Alberti graduated from the Annibale Calini scientific high school in Brescia in 1988 and was awarded a degree in Economia e Commercio at the University of Brescia in 1993. In 1994 he began working as an accountant, and in 2002 as a partner in a professional practice. He is currently one of the two founding members of Ergon Commercialists STP s.s. He has gained significant experience in management and supervision, holding positions as director (including in a single-member asset management company), statutory auditor and liquidator of companies; he specialises in the valuation

of companies and shareholdings, as well as in supporting impairment procedures, using the most widespread and modern methods recognised; he has certified recovery plans in para-insolvency procedures for significant companies; he also works in asset management, corporate group reorganisation and generational handovers, as well as securitisation management and the settlement of corporate and contractual issues.

Roberta Dell'Apa graduated from Università Cattolica del Sacro Cuore in Milan with a degree in Economia e Commercio, and then passed the national examination to practice as a chartered accountant and auditor. She practices as a chartered accountant with a special focus on business, corporate and fiscal consulting services, specifically in relation to innovative start-ups, including also social vocation and innovative SMEs. She is also involved in several aspects relating to company organisation. She often serves as a party-appointed technical consultant in civil and criminal court cases, and as a court-appointed consultant in civil cases, particularly in the banking and finance sector. She is an auditor of several industrial and sales companies. She is a founding partner in "Studio Dell'Apa Zonca e Associati – Dottori Commercialisti", a corporate and fiscal consultancy established in 2006. She participates actively in institution study commissions set up by her professional order. She was the national Chairwoman of the Italian Association of Chartered Accountants – AIDC from March 2013 to February 2017, after serving as Chairwoman of the Milanese department. She is a member of the "Commission for Standards of Conduct and Common Interpretation in Tax Law" of AIDC Milan.

Luisa Anselmi graduated with honours in Economia e Commercio from the Università degli Studi di Verona. She has been a chartered accountant since 1990 and an auditor since 1995. After work experience at Coopers & Lybrand S.a.s. (now PricewaterhouseCoopers SpA) and Studio Pirola Pennuto Zei e Associati, in 1994 she founded her own tax and corporate consulting firm, gaining significant experience in professional issues typical of multinational groups. During her career, she has served more than once as court-appointed expert witness of the Court of Brescia.

She sits on the Board of Statutory Auditors of several prominent Italian companies, some of which are members of multinational groups, such as Nespresso Italiana S.p.A. Società Benefit and Solgar Italia Multinutrient S.p.A. - Nestlè Group -, Zoogamma S.p.A. - VanDrie Group - and A2A Energy Solutions S.r.l. - Gruppo A2A.

Board of Statutory Auditors	2024	2023	2022
Number of meetings	10	9	9
Average attendance %	100%	100%	100%

In 2024, the Board of Statutory Auditors held 10 meetings lasting an average of one and a half hours, which were duly attended by all members. The Chairman of the Board of Statutory Auditors played an active role in all the meetings held by the Control and Risks Committee, enabling a timely exchange of information relating to their duties, as well as meetings of additional internal board committees.

Nine meetings have been scheduled for the current year, and as of the date of this report, the Board of Statutory Auditors has already met twice.

There has been no change in the composition of the Board of Statutory Auditors since the end of the year.

The information relating to ESRS 2 – Par. 19 and 20 (a) and ESRS 2 – Par. 21 is contained in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 19 and 20 (c) is contained in the paragraph "General disclosures-Strategy-SBM-3 Material impacts, risks and opportunities and their interaction with our strategy and business model" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 23 is contained in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

Pursuant to the law, the statutory audit is assigned to an external auditor, which is subject to the audit regulations governing listed companies and supervision by Consob.

The Board of Statutory Auditors is therefore responsible for supervising compliance with the law and the memorandum of association, as well as observance of the principles of good management in carrying out corporate activities and monitoring the appropriateness of the Company's organisational structure, internal control system and administrative and accounting system.

The Managing Bodies have duly and promptly reported to the Board of Statutory Auditors on the activities carried out, general management trends and their evolution. During Board meetings, the Board of Statutory Auditors was updated with regard to company dynamics and corporate affairs as well as the main developments in the legislative framework.

Following the enactment of Italian Legislative Decree no. 39/2010, the Board of Statutory Auditors has been identified as the "Internal Control and Auditing Committee", to which this decree attributes supervisory functions regarding the financial reporting process, the effectiveness of the internal control, internal audit and risk management systems, the independent audits of annual and consolidated accounts, and the independence of the external auditor.

The Board's composition is therefore appropriate to ensure that it operates independently and professionally.

In performing its duties, the Board of Statutory Auditors works together with the Internal Audit Department and the Control and Risks Committee, through information flows and, more importantly, the Chairman of the Board of Statutory Auditors' constant attendance at committee meetings.

The induction initiatives mentioned above for the Board of Directors were also attended by members of the Board of Statutory Auditors.

Diversity criteria and policies

The Issuer has not adopted diversity policies in relation to the composition of the control bodies in view of aspects such as age, gender disability and educational and career paths, considering the requirements applicable by law to be sufficient.

Statutory auditors must possess the pre-requisites established by law and other applicable regulatory provisions.

Information on diversity criteria and policies adopted by the Company can be found in Section 4.3 of the Report in the paragraph "Diversity criteria and policies in Board composition and Company organisation", to which reference should be made.

At least one third of the members of the Board of Statutory Auditors are statutory auditors of the least represented gender.

The information relating to ESRS 2 – Par. 21 is contained in the paragraph "General disclosures-

Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

Independence

The Articles of Association predefine the quantitative and qualitative criteria for assessing the significance of material circumstances for evaluating the independence of statutory auditors pursuant to the Code. Statutory Auditors must possess the pre-requirements established by law and other applicable regulatory provisions.

The newly elected Board of Statutory Auditors verified compliance with the criteria for independence in the meeting held at the end of the Shareholders' Meeting of 23 April 2024, notifying the Board of Directors of the positive outcome and disclosing the outcome of these assessments in a press release to the market on the same date.

In carrying out the above assessments, the Board applied the criteria set out in the CG Code with regard to the independence of Directors, as well as the further independence requirements specified in Article 148, third paragraph of Italian Legislative Decree no. 58/98.

The members of the Board of Statutory Auditors continued to meet the independence requirements throughout the fiscal year. In making these assessments, all the information provided by each member of the Board of Statutory Auditors was considered, evaluating all the circumstances that might appear to compromise their independence, as identified in the Consolidated Law on Finance and the CG Code. In addition, all the criteria set forth in the CG Code regarding the independence of Directors were applied (among other criteria).

Remuneration

In accordance with the notice of call of the Gefran S.p.A. Shareholders' Meeting held on 23 April 2024, in relation to "Individual proposals for resolutions" pursuant to Article 126-bis, paragraph 3, of the Consolidated Law on Finance and taking into account the contents of the "Directors' Explanatory Report on the agenda items of the Shareholders' Meeting", as well as remuneration benchmarks in companies comparable to Gefran and the guidance given by the outgoing Board of Statutory Auditors, the shareholder Fingefran S.r.l. submitted the Board's individual remuneration proposal to the Shareholders' Meeting for approval.

In the light of the observations expressed by the outgoing Board of Statutory Auditors in the document "Observations of the outgoing Board of Statutory Auditors" drafted in accordance with the Rules of Conduct for the Board of Statutory Auditors of Listed Companies of the CNDCEC dated 21 December 2023 with which the Board suggested that the application of Law No. 49 of 21 April 2023 on "fair remuneration" be taken into account when determining the remuneration and also suggested reviewing the appropriateness of the remuneration payable to the Statutory Auditors and the Chairman of the Board of Statutory Auditors, the shareholder Fingefran S.r.l. submitted an individual resolution proposal to the company.

In light of the assessments contained therein, on 23 April 2024 the Shareholders' Meeting resolved to grant an annual fee of 35,000 Euro to the Chairman and 24,000 Euro to each standing auditor, in addition to reimbursement of expenses incurred in carrying out the appointment.

The remuneration of the statutory auditors is commensurate with their skills, professional qualifications, and the work required by the importance of the position held, as well as the Company's size and sector.

As in the case of the directors, a D&O (Directors & Officers) Liability insurance policy covers statutory auditors.

Management of interests

Pursuant to Recommendation 37 of the Corporate Governance Code, any auditor who has an interest in a specific Company transaction, whether on his or her own account or on behalf of third parties, must promptly and comprehensively inform the other Auditors and the Chairman of the Board of Statutory Auditors of the nature, terms, origin and extent of such interest.

11.3 ROLE

Please refer to the Report prepared by the Board of Statutory Auditors pursuant to Article 153 of the Consolidated Law on Finance for information on the role and main activities performed by the Board of Statutory Auditors during the year.

The information relating to ESRS 2 – Par. 19 and 20 (b) is contained in the paragraph "General disclosures-Strategy-SBM-3 Material impacts, risks and opportunities and their interaction with our strategy and business model" of the Sustainability Report, to which reference should be made.

The information relating to ESRS Par. 22 is contained in the paragraph "General disclosures-Group governance-GOV-1 Role of administrative, management and supervisory bodies" of the Sustainability Report, to which reference should be made.

The information relating to ESRS 2 – Par. 24 and ESRS 2 – Par. 26 is contained in the paragraph "General disclosures-Sustainability governance-GOV-2 Information provided to the undertaking's administrative, management and supervisory bodies and sustainability issues addressed by them" of the Sustainability Report, to which reference should be made.

12. RELATIONS WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS

Access to information

The Company communicates with the investors through its website (www.gefran.com) which includes an easily identifiable and accessible Investor area featuring press releases, a calendar of company events, financial information and periodic and annual financial reports. To complete this information, the Investor section now contains the Governance section, containing information on the Group's structure, corporate governance and all documents of use for in-depth knowledge of the Company and to allow shareholders to cast informed votes.

The Investor Relator position, mandatory for Gefran being a company listed in the Euronext STAR Milan segment of Borsa Italiana, the Italian Stock Exchange, is now held by Giovanna Franceschetti, appointed to supervise relations with shareholders and stakeholders, an aspect to which the Company attributes great importance.

The Investor Relator also regularly sends mailing list subscribers updates on this area of the website and information sent to Borsa Italiana and Consob.

The Investor Relations department maintains regular contact with investors and organises collective and one‐to‐one meetings in the main financial centres in Italy and abroad. The Investor section on

the Company's website also contains documents presented to the financial community.

Investor requests for information may be addressed to the Investor Relator's office:

Giovanna Franceschetti Investor Relator Via Sebina 74, 25050 Provaglio d'Iseo (BS) Tel: 030/98881 Fax: 030/9839063 investor.relator@gefran.com

Relations with Shareholders

On 10 March 2022, the Gefran Board of Directors, following a proposal by its Chairwoman in agreement with the Chief Executive Officer, adopted the "Policy for the Management of Dialogue with Shareholders and Investors" ("Policy"), also considering the engagement policies adopted by institutional investors and asset managers. This policy is the document through which the Issuer implements Principle IV of Article 1 and Recommendation 3 of the Corporate Governance Code.

The adoption of this Policy is part of that principle that has always characterised the Company and is aimed at enhancing a fair dialogue with its shareholders and investors with a view to creating value in the medium-long term. The Company has an interest in ensuring that this dialogue provides Recipients with information that is clear, complete, correct, truthful and not misleading.

The Policy can be viewed on the Company's website www.gefran.com in the Investor / Governance / Documents, procedures and shareholders' agreements section.

At the first meeting of the Board of Directors in 2025, the Investor Relator informed the Board of Directors about the dialogue with shareholders implemented during the 2024 fiscal year, in order to enable the Board of Directors to monitor the implementation of the Policy and to evaluate any changes to the Policy, when deemed appropriate.

There are about 40 institutional partners with whom Gefran has liaised in the course of its Investor Relations activities, of which about 30% are foreigners. During the 2023 fiscal year, Gefran:

• attended investor presentation events organised by Borsa Italiana, Virgilio IR and Mediobanca;
• attended a meeting with financial analysts;
• organised company tours and conference calls with some investors.

The presentations used in meetings with shareholders are available on the Issuer's website www.gefran.com, under Investor / Invest in Gefran / Presentations.

The information relating to ESRS 2 – Par. 43, ESRS 2 – Par. 45 and ESRS 2 – Appendix A – RA 16 is contained in the paragraph "General disclosures-Strategy-SBM-2 Interests and views of stakeholders" of the Sustainability Report, to which reference should be made.

13. MEETINGS (pursuant to Article 123-bis, paragraph 1, letter l) and paragraph 2, letter c), Consolidated Law on Finance)

Shareholders' Meetings are called pursuant to the law and the Articles of Association by notice generally published at least thirty days prior to the date set for the meeting (first call), or at least forty days prior to the date set for the meeting called to elect the members of the Board of Directors and Board of Statutory Auditors, and in any case in compliance with the different timeframes that may be provided for by the applicable regulations depending on the agenda items.

The notice of call contains the date, time and place of the meeting, and the list of items to be discussed.

The notice of call also contains, among other things, a description of the procedures the shareholders must comply with in order to attend and exercise their right to vote at the meeting, as well as information regarding (i) the right to ask questions before the meeting, (ii) the terms and procedures for exercising the right to add items to the agenda, and (iii) the procedure for exercising proxy voting.

The Shareholders' Meeting may not pass resolutions on items not included on the agenda.

Within five days of the publication of the notice of call of the Shareholders' Meeting, shareholders who, individually or jointly, represent at least one fortieth of the share capital may ask to add items to the agenda, providing details of the proposed items to be discussed in their request. The Shareholders' Meeting is responsible for passing resolutions – in both ordinary and extraordinary sessions – on matters reserved for it by law or the Articles of Association, as well as matters that the Board considers appropriate to submit to the shareholders' examination.

Gefran's Articles of Association grants the Board of Directors powers to decide on the following matters, subject to legal limitations:

• mergers pursuant to Articles 2505 and 2505-bis of the Italian Civil Code;
• the establishment and closure of secondary offices;
• any reduction in share capital in the event of a withdrawal by shareholders;
• amendments to the Articles of Association and the Shareholders' Meeting Regulations to comply with regulatory provisions;
• transfer of the registered office within Italy.

The Shareholders' Meeting is convened by the Board of Directors with a notice published as required by law. Where mandatory under the law, the notice of call must also be published in a national newspaper.

When a Shareholders' Meeting is called to appoint Directors and Auditors, when required by law and/or the regulations in force from time to time, the notice of meeting must specify the quorum required to submit lists of candidates and the calculation criteria used, subject to compliance with all other legal requirements in force.

Shareholders' meetings may be held outside the Company's registered office, as long as they are held in Italy.

Ordinary and extraordinary meetings are held and resolutions are passed in accordance with the law.

The Company has drawn up regulations to ensure that meetings are conducted in a smooth and orderly manner, which are available on the Company's Internet site www.gefran.com, in the Investor / Governance / Shareholders' Meetings section.

Pursuant to the Articles of Association, each share gives the right to one vote.

The Shareholders are entitled to attend Shareholders' Meetings provided they meet the conditions

laid down by Article 2370 final paragraph of the Italian Civil Code, and Article 83-sexies of the Consolidated Law on Finance, i.e. they own shares in the Company as of the close of the seventh trading day prior to the date set for the Shareholders' Meeting.

The Articles of Association provide that, as an alternative to the Shareholders' Meeting being held through attendance of the Shareholders in person, attendance and the exercise of voting rights may take place exclusively through the representative designated by the Company. The notice of meeting shall specify the procedures for the conduct of the shareholders' meeting from time to time and shall contain the instructions for participation and voting rights. This amendment is linked to a regulatory change as a result of which listed companies may carry out Shareholders' Meetings and exercise voting rights exclusively through the representative designated by the Issuer.

The provisions of the law apply to representation at Shareholders' Meetings.

The Company may be notified of the mandate in electronic form, in accordance with the procedures established by the applicable ministerial regulations, as well as the Articles of Association.

The Board of the Directors takes steps to provide shareholders with sufficient information so as to enable them to decide on issues pertaining to the Shareholders' Meeting with full knowledge of the facts. Pursuant to Article 127-ter of Italian Legislative Decree no. 58/98, shareholders are entitled to ask questions relating to the agenda up to two days prior to the meeting by sending a registered letter to the Company's registered office or to the certified email address gefran@legalmail.it, together with a statement certifying that they are eligible to attend and vote at meetings, or a certificate issued by the brokers holding the shares owned by such shareholders. The Company may answer these questions during the Shareholders' Meeting at the latest.

The Chair of the Shareholders' Meeting moderates the debate, giving the floor to the directors, to the statutory auditors and to anyone entitled to speak. Each shareholder may speak only once on any item on the agenda. In order to encourage the broadest possible participation, the time allowed for each intervention must be limited as a rule to ten minutes. Replies may not exceed five minutes. After replies, the Chair of the Shareholders' Meeting declares the debate closed. Only brief voting is allowed following the end of the debate.

The Shareholders' Meeting held on 23 April 2024 was attended by eight directors and two members of the outgoing Board of Statutory Auditors of the Company.

During the Shareholders' Meeting, the Board of Directors reported on its activities performed and planned, endeavouring to ensure that shareholders had sufficient information to make informed decisions on the matters reserved for the Shareholders' Meeting.

The Board did not consider it necessary to submit proposals to the Shareholders' Meeting in relation to the provisions of Recommendation 2 of the CG Code, considering the current system of corporate governance to be functional.

The Board made specific proposals on all items on the agenda submitted to the Shareholders' Meeting, except for the determination of the annual compensation of standing members of the Board of Statutory Auditors, in relation to which the Board invited shareholders to submit proposals. The only proposal made by the majority shareholder was received well in advance.

There were no significant changes in the Company's shareholding structure.

14. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (pursuant to Article 123-bis, paragraph 2, letter a), second part, Consolidated Law on Finance)

The Issuer does not apply additional corporate governance practices other than those already described above.

15. CHANGES OCCURRING SINCE THE END OF THE YEAR

No changes in the Company's corporate governance structure have occurred since the end of the fiscal year.

16. CONSIDERATIONS REGARDING THE LETTER FROM THE CORPORATE GOVERNANCE COMMITTEE CHAIRMAN

The letter sent by the Corporate Governance Committee Chairman of Borsa Italiana (the Italian Stock Exchange) to listed companies on 18 December 2024 (the "Letter") was shared with the Chairwoman of the Board of Directors, the Chief Executive Officer and the Chairman of the Board of Statutory Auditors on the same date. The Letter was then made available to the entire Board of Directors and Board of Statutory Auditors.

The recommendations made in the letter were carefully examined by the Independent Directors during the meeting of 7 March 2025, after which they expressed their suggestions to the Board of Directors and the Board of Statutory Auditors during the Board of Directors meeting held on 13 March 2025.

In light of these recommendations, Gefran S.p.A. provides the following information:

Note No.1: Completeness and timeliness of prior-board information

On 11 May 2023, upon the renewal of the Board of Directors ("BoD"), the Company adopted the Regulation of the BoD, as well as the Regulations of the internal Board Committees (Control and Risks Committee, Appointments and Remuneration Committee and Sustainability Committee). The regulations govern the rules of operation of the BoD and its committees, including the procedures for recording minutes and the deadlines by which prior-Board documentation must be delivered to directors and statutory auditors, or in sufficient time to express an opinion regarding the items on the meeting's agenda.

No exemptions to these deadlines are allowed for confidentiality reasons. It is sent via the IT platform used for the management of meetings of corporate bodies, which ensures time compliance traceability as well as confidentiality and security in data access.

The Report on Corporate Governance and Ownership Structure reports the deadlines specified in the BoD's Regulations. There have not been any exceptional cases which made it impossible to comply with these deadlines.

Note No. 2: Transparency and effectiveness of the remuneration policy

The remuneration policy adopted by the Company is included in the Report on remuneration and compensation paid (the "Report") and sets out the guidelines of the MbO system for 2025. Such guidelines support the goals of growth through the development of new geographical markets, new applications, new customers and business profitability, while also focusing on the organisation's sustainability and quality of service. The remuneration package of the Chief Executive Officer and top management is designed as a balanced set of fixed and variable, monetary and non-monetary, immediate and deferred components (yearly or long-term basis). The size of the variable component is based on clear, comprehensive and distinct performance criteria.

The objectives are clustered and linked to the pillars of the Company's Strategic Plan, in order to promote an integrated approach. The Chief Executive Officer is the sole executive director with variable remuneration targets. These are approved by the Board of Directors, subject to the favourable opinion of the Appointments and Remuneration Committee, as described in the Report. Targets are always linked to specific and measurable parameters; in particular, sustainability objectives are linked to the actions set forth in the Strategic Sustainability Plan which is published and whose progress is

periodically measured.

Note No. 3: Executive Role of the Chairwoman

The Corporate Governance Report sets out the reasons for granting powers to the Chairwoman in Section 4.6.

Provaglio d'Iseo, 13 March 2025

For the Board of Directors The Chairwoman Maria Chiara Franceschetti

CHART 1: INFORMATION ON OWNERSHIP STRUCTURE AS OF 31/12/2024

STRUCTURE OF SHARE CAPITAL
	NO. OF SHARES	NO. OF VOTING RIGHTS	LISTED (INDICATE MARKETS) / UNLISTED	RIGHTS AND OBLIGATIONS
Ordinary shares (the possibility of increased voting rights is not envisaged)	14,400,000	14,400,000	Listed - Euronext STAR Milan	ordinary
Preference shares	-	-	-	-
Multiple voting rights shares	-	-	-	-
Other categories of shares with voting rights	-	-	-	-
Savings shares	-	-	-	-
Convertible savings shares	-	-	-	-
Other non-voting categories of shares	-	-	-	-
Other	-	-	-	-

OTHER FINANCIAL INSTRUMENTS (entitling their owners to subscribe newly issued shares)
	LISTED (INDICATE MARKETS) / UNLISTED	NO. OF INSTRUMENTS IN CIRCULATION	CATEGORY OF SHARES THAT MAY BE CONVERTED / EXERCISED	NO. OF SHARES THAT MAY BE CONVERTED / EXERCISED
Convertible bonds	-	-	-	-
Warrants	-	-	-	-

Shown below is a list of the persons who, as published by Consob at the date of publication of this Report and/or according to the additional information available to the Company, own shares with voting rights at the Ordinary Shareholders' Meeting of more than 5% of the ordinary share capital.

MAJOR SHAREHOLDINGS
DECLARANT	DIRECT SHAREHOLDER	% OF ORDINARY SHARE CAPITAL	% SHARE OF VOTING CAPITAL
Giovanna Franceschetti (as representative of the undivided ownership established with Maria Chiara Franceschetti and Andrea Franceschetti)	FINGEFRAN S.R.L.	7,634,522	53.018

CHART 2: STRUCTURE OF THE BOARD OF DIRECTORS AT THE END OF THE FISCAL YEAR

BOARD OF DIRECTORS
OFFICE	MEMBERS	YEAR OF BIRTH	DATE OF FIRST APPOINT MENT*	IN OFFICE FROM	IN OFFICE UNTIL	LIST (PRE SENTER S) **	LIST (M/m) ****	EXEC.	NON EXEC.	INDEP. CODE	INDEP. CON SOLI DATED LAW ON FI NANCE	OTHER OFFICES ****	ATTEN DANC E *
Chairwoman	Maria Chiara Franceschetti	1969	15/12/2003	21/04/2023	Shareholders' meeting to approve financial statements at 31/12/2025	N/A	M	✓	-	-	-	2	8/8
Director	Andrea Franceschetti	1977	04/05/2011	21/04/2023	Shareholders' meeting to approve financial statements at 31/12/2025	N/A	M	✓	-	-	-	0	5/8
Director	Giovanna Franceschetti	1976	23/04/2008	21/04/2023	Shareholders' meeting to approve financial statements at 31/12/2025	N/A	M	✓	-	-	-	0	8/8
Director•	Marcello Perini	1969	16/12/2019	21/04/2023	Shareholders' meeting to approve financial statements at 31/12/2025	N/A	M	✓	-	-	-	0	8/8
Director	Alessandra Maraffini	1966	21/04/2023	21/04/2023	Shareholders' meeting to approve financial statements at 31/12/2025	N/A	M	-	✓	✓	✓	1	6/8

Director	Enrico Zampedri	1966	21/04/2023	21/04/2023	Shareholders' meeting to approve financial statements at 31/12/2025	N/A	M	-	✓	✓	✓	1	7/8
Director○	Cristina Mollis	1974	28/04/2020	21/04/2023	Shareholders' meeting to approve financial statements at 31/12/2025	N/A	M	-	✓	✓	✓	2	8/8
Director	Giorgio Metta	1970	28/04/2020	21/04/2023	Shareholders' meeting to approve financial statements at 31/12/2025	N/A	M	-	✓	✓	✓	0	8/8
Director	Luigi Franceschetti	1972	29/04/2004	21/04/2023	Shareholders' meeting to approve financial statements at 31/12/2025	N/A	m	-	✓	-	-	1	7/8

Indicate the number of meetings held during the year: 8 (eight)

Indicate the quorum required for the presentation of lists by minorities for the election of one or more members (pursuant to Article 147-ter, Consolidated Law on Finance): 2.5%

NOTES

The following symbols should be added to the "Office" column:

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

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

* The date of first appointment of each director is defined as the date on which the director was appointed to the Issuer's Board of Directors for the first time (in absolute terms).

(**) This column indicates whether the list from which each director was drawn was presented by shareholders (indicating "Shareholders") or by the Board of Directors (indicating "BoD"). Not applicable to the Issuer as the Articles of Association do not permit presentation of a list by the Board of Directors.

(***) This column indicates whether the list from which each director was drawn was presented by majority shareholders ("M") or by minority shareholders ("m").

*** This column indicates the number of appointments as director or statutory auditor held by the person in question in other listed companies or companies of significance size. Appointments are identified in full in the Corporate Governance Report.

(*****) This column reports directors' attendance of meetings of the Board of Directors (specifying the number of meetings attended out of the total number of meetings that could have been attended; for example, 6/8; 8/8, etc.).

CHART 3: STRUCTURE OF BOARD COMMITTEES AT THE END OF THE FISCAL YEAR

BOARD OF DIRECTORS		CONTROL AND RISK COMMITTEE (ALSO RPT COMMITTEE)		APPOINTMENTS AND REMUNERATION COMMITTEE	SUSTAINABILITY COMMITTEE
OFFICE/TITLE	MEMBERS	(*)	(**)	(*)	(**)	(*)	(**)
Vice Chairwoman Executive Director – non-independent	Giovanna Franceschetti					3/3	C
Chief Executive Officer	Marcello Perini					3/3	M
Non-executive independent Director under the Consolidated Law on Finance and the Code	Cristina Mollis			3/3	C	3/3	M
Non-executive independent Director under the Consolidated Law on Finance and the Code	Alessandra Maraffini	5/5	C
Non-executive independent Director under the Consolidated Law on Finance and the Code	Enrico Zampedri	4/5	M	2/3	M
Non-executive and non independent Director under the Code, independent under the Consolidated Law on Finance	Luigi Franceschetti	5/5	M
Non-executive independent Director under the Consolidated Law on Finance and the Code	Giorgio Metta			3/3	M
No. of meetings held during the year: 5 3 3

NOTES

(*) This column reports directors' attendance of committee meetings (specifying the number of meetings attended out of the total number of meetings that could have been attended; for example, 6/8; 8/8, etc.). (**) This column reports the director's position on the committee: "C" means Chairman/Chairwoman; "M": member.

CHART 4: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AT THE END OF THE FISCAL YEAR

BOARD OF STATUTORY AUDITORS
OFFICE	MEMBERS	YEAR OF BIRTH	DATE OF FIRST APPOINT MENT*	IN OFFICE FROM	IN OFFICE UNTIL	LIST (M/M)**	INDEP. CODE	ATTENDANCE OF THE MEETINGS OF THE BOARD OF STATUTORY AUDITORS***	NO. OF OTHER OFFICES ****
Chairman	Giorgio Alberti	1969	23/04/2024	23/04/2024	Shareholders' meeting called to approve the financial statements at 31/12/2026	m	✓	4/4	22
Standing auditor	Roberta Dell'Apa	1963	20/04/2017	23/04/2024	Shareholders' meeting called to approve the financial statements at 31/12/2026	M	✓	10/10	11
Standing auditor	Luisa Anselmi	1966	24/04/2018	23/04/2024	Shareholders' meeting called to approve the financial statements at 31/12/2026	M	✓	10/10	7
Deputy auditor	Simona Bonomelli	1972		23/04/2024	Shareholders' meeting called to approve the financial statements at 31/12/2026	M
Deputy auditor	Simonetta Ciocchi	1972		23/04/2024	Shareholders' meeting called to approve the financial statements at 31/12/2026	m
------------AUDITORS WHO LEFT OFFICE DURING THE YEAR------------
Standing auditor	Primo Ceppellini	1963	29/04/2015	27/04/2021	Shareholders' meeting called to approve the financial statements at 31/12/2023	M	✓	6/6
Deputy auditor	Stefano Guerreschi	1959		27/04/2021	Shareholders' meeting called to approve the financial statements at 31/12/2023	M

Indicate the number of meetings held during the year: 10 (ten)

Indicate the quorum required for the presentation of lists by minorities for the election of one or more members (pursuant to Article 148 Consolidated Law on Finance): 2.5%

NOTES

(*) The date of first appointment of each auditor is defined as the date on which the auditor was appointed to the issuer's Board of Statutory Auditors for the first time (in absolute terms).

(**) This column indicates whether the list from which each auditor was drawn was presented by majority shareholders ("M") or by minority shareholders ("m"),

(***) This column reports auditors' attendance of meetings of the Board of Statutory Auditors (specifying the number of meetings attended out of the total number of meetings that could have been attended; for example, 6/8; 8/8, etc.).

87 *** This column indicates the number of appointments as director or statutory auditor held by the person in question under Article 148-bis of the Consolidated Law on Finance and the related implementing provisions contained in the Consob Issuers' Regulations. Consob publishes a complete list of offices on its internet site under Article 144-quinquiesdecies of the Consob Issuers' Regulation.

GEFRAN S.P.A. SELF-ASSESSMENT REPORT OF THE BOARD OF STATUTORY AUDITORS

March 4, 2025

88

SELF-ASSESSMENT REPORT OF THE BOARD OF STATUTORY AUDITORS

March 4, 2025

This document briefly sums up the analyses conducted and the conclusions stated in the 4 March 2025 selfassessment meeting of the Board of Statutory Auditors.

1. Method and individual phases of the self-assessment process

The self-assessment process was conducted in the phases described below.

Preliminary phase

Figures and information of significance for the purposes of self-assessment, collected in person by filling in a questionnaire specifically intended for the control body, the results of which are summed up and processed in a separate spreadsheet (915f25_Autovalutazione CS 2025.xlsx), supported assessment of the body as a whole and of its individual members.

Processing of the figures and information collected

On 4 March 2025, the processing of the information collected in the three questionnaires was thus assessed, as summed up below:

(scale of values used for self-assessment: Unsatisfactory (NO): score 1; Partially unsatisfactory: score 2; Partially satisfactory: score 3; Satisfactory (YES): score 4; and therefore a score ranging from a minimum of 1 to a maximum of 4)

BODY (BOARD OF STATUTORY AUDITORS)

Composition

9 questions; average self-assessment score 4.0;

of the 9 points regarding the composition of the body, 1 was identified as not applicable, while the remaining 8 were considered satisfactory by all members;

Functioning

15 questions; average self-assessment score 4.0;

the maximum score (satisfactory) was awarded to the 15 aspects taken into consideration;

INDIVIDUAL MEMBER (BOARD OF STATUTORY AUDITORS)

Member's contribution

3 questions; average self-assessment score 4.0;

all members awarded the maximum score (satisfactory) for all 3 questions;

Others of other members

2 questions; average self-assessment score 4.0;

all members awarded these 2 questions the maximum self-assessment score (satisfactory).

The detailed information on the composition of the Board of Statutory Auditors was then assessed, along with information concerning the number and type of positions held by auditors in other companies. Preparation of the results of the process, examination by the Board and approval

The Chairman and the Standing Auditors analysed the responses to different assessment profiles, also in view of their consistency, taking the aspects identified into consideration, stating any comments and suggesting possible actions for improvement of the body's efficiency.

The text of the Self-Assessment Report was then determined, considering the results that had emerged and focusing on possible actions to be taken.

2. Parties involved

Self-assessment activities took place with the involvement of all auditors, the Chairman and the Standing Auditors.

3. Results obtained: main conclusions of the self-assessment process

Composition of the Board of Statutory Auditors

Quantitative profile

The numerical composition of the Board of Statutory Auditors does not pose any problems of consistency as it is determined by the Company's Articles of Association based on the provisions of the civil code: the Board of Statutory Auditors currently includes three Standing Auditors and two Deputy Auditors.

Qualitative profile

The members of the Body, in general:

• are aware of the powers and obligations inherent in their functions;
• have the professional skills required for their position, in view of the Company's operations and size;
• have sufficient know-how, which is only partially diversified, to ensure effective governance of risk in all areas in the Company;
• dedicate time and resources that are adequate to the complexity of their tasks;
• comply with the limits on number of positions held;
• perform their tasks with independence of judgement, protecting the interests of the Company as a whole.

The members of the Board of Statutory Auditors are self-employed professionals registered in the Register of Chartered Accountants and the Register of Legal Auditors.

The auditors' skills and experience are those associated with the profession of chartered accountant, with different backgrounds and fields of expertise in bookkeeping, taxation, corporate law and insolvency proceedings.

Two of the Standing Auditors are female, and one is male, while both Deputy Auditors are female.

The distribution of the Standing Auditors and Deputy Auditors in terms of age range is balanced and appropriate.

Functioning of the Body

As for the sufficiency of the amount of time dedicated by the Statutory Auditors to their supervisory tasks, please note that, in addition to their periodic meetings, the Board of Statutory Auditors attends Shareholders' Meetings and meetings of the Board of Directors, the Control and Risks Committee, the Appointments and Remuneration Committee and the Sustainability Committee as well as the induction meetings set up by the Board of Directors or by the internal board Committees.

The frequency of these meetings and checks is considered appropriate and consistent with the features of the Company's operations and the seniority of the Auditors. The amount of time dedicated to performing their functions is therefore considered appropriate, also in view of their systematic attendance of the meetings of other Corporate Bodies and the positions they hold in other companies, specified above.

The results obtained in planning supervisory tasks, the methods for keeping and storing the minutes of the meetings and details of the resolutions of the Board of Statutory Auditors and supporting or working documents are considered adequate.

Continuous discussion and dialogue allow the Board to achieve optimal, effective dialectic discussion. The Chairman's efficacy is confirmed.

Individual members'contributions to the functioning of the Body are effective and essential, and they always broadly agree with the Board of Statutory Auditors' conclusions. The amount of time dedicated to discussion and individuals' contributions is considered sufficient, as is the space allocated to necessary internal debate. All Auditors participate effectively and sufficiently, with a homogeneous level of information. Dialectic discussion is encouraged and is concise and effective.

4. Areas for improvement and any corrective actions planned

Considering what is set out in the preceding paragraphs, the Board of Statutory Auditors does not consider that there are corrective actions to implement; however, it believes it is appropriate to highlight certain matters that need ongoing attention:

• relations with subsidiaries and information flows within the Group, with particular reference to relations with subsidiaries abroad;
• knowledge of internal procedures and processes;

• constant in-depth examination of the typical issues faced by listed companies;
• constant in-depth examination of ESG and sustainability issues.

5. Independence

The Board of Statutory Auditors conducts an annual check of independence as required by the Corporate Governance Code and the Rules of Conduct for boards of statutory auditors of listed companies issued by the National Council of Chartered Accountants and Accounting Experts (the so-called Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili), and acknowledges that every member declares his or her independence as required by the law, the Company's articles of association, and the codes of conduct adopted by the Company.

In particular, every auditor has presented his or her curriculum vitae, which is filed among the working documents, and declared that they meet the requirements of independence under recommendation 9 of the Corporate Governance Code, also declaring that they have not exceeded the maximum total number of positions that may be held and have no reason to forfeit the post.

The Board of Statutory Auditors, in compliance with the Rules of Conduct for boards of statutory auditors of listed companies issued by the National Council of Chartered Accountants and Accounting Experts (the socalled Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili), specifies that it met four times in the past year starting from its appointment on 23 April 2024, with all members attending and an average meeting duration of one and a half hours plus the time taken to draft minutes. The Board also attended six meetings of the Board of Directors, three meetings of the Control and Risks Committee, one meeting of the Appointments and Remuneration Committee, two meetings of the Sustainability Committee and one meeting of independent directors.

In turn, the previous Board of Statutory Auditors attended six meetings of the Board of Statutory Auditors in the period between 1 January 2024 and 23 April 2024, in addition to video calls for information exchange and meetings to monitor the procedure for selecting the external auditor, one meeting of independent directors, three meetings of the Board of Directors, three meetings of the Control and Risks Committee, two meetings of the Appointments and Remuneration Committee, one meeting of the Sustainability Committee and the Shareholders Meeting held on 23 April 2024.

During 2024, the Board of Statutory Auditors was committed to a 21-day availability period per member, expressed in days per year, also including in-depth personal sessions.

For the Board of Statutory Auditors Chairman Giorgio Alberti