Alkemy

AGM Information • Mar 31, 2025

Alkemy S.p.A.

Registered office in Milan, at via San Gregorio 34, Milan - share capital resolved Euro 632,467.00, Euro 595,534.32 subscribed and paid-up

Registration number with Milan Companies House, tax code and VAT number 05619950966 - Economic and Administrative Index (REA) no. 1835268

Explanatory Report by the directors on the third item on the agenda of the ordinary Shareholders' meeting convened for April 30th 2025, on a single call.

Item 3 on the agenda – Report on Remuneration Policy and Fees Paid pursuant to Art. 123-ter of Italian Legislative Decree no. 58/98:

3.1 binding resolution on the first section on the Remuneration Policy, in accordance with Art. 123 ter, paragraphs 3-bis to 3-ter of Italian Legislative Decree no. 58/1998;

3.2 non-binding resolution on the second section on fees paid in accordance with Art. 123-ter, paragraph 6 of Italian Legislative Decree no. 58/1998.

Shareholders,

Pursuant to Art. 123-ter, paragraph 3-bis and 6 of Italian Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Law on Finance"), the Shareholders' Meeting convened once a year to approve the financial statements is called to resolve on the first and second section of the Report on the Remuneration Policy and fees paid.

In accordance with Art. 123-ter, paragraph 3 of the Consolidated Law on Finance, the first section concerns: (i) the Company's policy for the remuneration of members of the administrative bodies and key management personnel with reference at least to the following year (the "Remuneration Policy"); and (ii) the procedures used to adopt and implement said policy.

In accordance with Art. 123-ter, paragraph 3-bis of the Consolidated Law on Finance, the Company shall submit Section I of the Remuneration Policy to the binding vote of the Shareholders' Meeting, with the frequency requested by the duration of the Remuneration Policy and in any case at least once every three years or when amending the policy.

In accordance with Art. 123-ter, paragraph 4 of the Consolidated Law on Finance, Section II relative to the members of the administrative and auditing bodies and key management personnel, explains: (i) each of the items comprising the remuneration, including benefits envisaged in the event of cessation from office or termination of the contract of employment, highlighting consistency with the Company's remuneration policy for the reference year; (ii) the fees paid during the reference year, for any purpose and in any form by the Company and its subsidiaries or associates; (iii) the remuneration to be paid in one or more subsequent years in exchange for work carried out during the reference year; (iv) how the Company took into account the vote cast the previous year on the second section of the report.

In accordance with Art. 123-ter, paragraph 3-ter of the Consolidated Law on Finance, whilst the Shareholders' Meeting resolution on the first section is binding, in accordance with said Art. 123-ter, paragraph 6 of the Consolidated Law on Finance, the Shareholders' Meeting must resolve in favour or not in favour of the second section, with a non-binding resolution.

For more details, please refer to the Report on the Remuneration Policy and fees paid, prepared by the Board of Directors in accordance with Art. 123-ter of the Consolidated Law on Finance and Art. 84-quater of the Consob Regulation on issuers, adopted by Resolution no. 11971 of 14 May 1999, which will be published on the Company website in accordance with the terms and conditions established by current provisions of law and regulations.

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Proposed resolution

Shareholders,

In light of the foregoing, the Board of Directors proposes that you pass the following resolutions:

"The Ordinary Shareholders' Meeting of Alkemy S.p.A.,

• having regard to Articles 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 and 84 quater of CONSOB Regulation no. 11971/1999; and
• having acknowledged the Report on the Remuneration Policy and fees paid, prepared by the Board of Directors;

• 1. to approve the first section of the Report on the Remuneration Policy and fees paid, as described and drafted in accordance with Art. 123-ter, paragraph 3 of Italian Legislative Decree no. 58 of 24 February 1998;
• 2. to express a favourable opinion on the second section of the Report on the Remuneration Policy and fees paid, as described in accordance with Art. 123-ter, paragraph 4 of Italian Legislative Decree 58, dated 24 February 1998".

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Milan, March 27th 2025

For the Board of Directors

The Chairman, Barnaba Ravanne