Cembre — Governance Information 2025

Mar 31, 2025

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

Pursuant to article 123 bis Consolidated Financial Act (TUF)

(administration and control traditional model)

Issuer: CEMBRE S.P.A. - Via Serenissima 9 - 25135 Brescia Website: www.cembre.com

Year of Report: 2024 Date of issue of Report: March 13, 2025

CONTENTS

CONTENTS 2
GLOSSARY 4
1.0 PROFILE OF THE COMPANY 5
2.0 INFORMATION on OWNERSHIP STRUCTURE (ex art. 123-bis, TUF) as of December 31, 2024 5
a) Share capital structure (art. 123-bis, par. 1, lett. a), TUF)5
b) Share transfer restrictions (art. 123-bis, par. 1, lett. b), TUF)6
c) Significant shareholdings (art. 123-bis, par. 1, lett. c), TUF) 6
d) Securities carrying special rights (art. 123bis, par. 1, lett. d), TUF)6
e) Employee share ownership: mechanism to exercise voting rights (art. 123-bis, par. 1, lett. e), TUF)6
f) Restrictions to exercise voting rights (art. 123bis, par. 1, lett. f), TUF) 6
g) Shareholders agreements (art. 123bis, par. 1, lett. g), TUF) 6
h) Change of control clause (art. 123-bis, paragraph 1, letter h), TUF) and provisions contained in the By laws pertaining to public offers to purchase stock (articles 104-paragraph 1-ter and 104-bis paragraph 1, TUF) 7
i) Proxies for share capital increase and authorization to purchase own shares (art. 123-bis, par. 1, lett. m), TUF) 7
J) Management and coordination activities (art. 2497 et seq. of the Italian Civil Code)8
3.0 COMPLIANCE (pursuant to art. 123-bis, paragraph 2, letter a), first part, TUF) 9
4.1. ROLE OF THE BOARD OF DIRECTORS 9 4.2 APPOINTMENT AND REPLACEMENT OF DIRECTORS (ex art. 123-bis, par. 1, lett. l), first part,
TUF) 12 4.3 COMPOSITION (pursuant to art. 123-bis, paragraph 2, letters d) and d-bis), of the Consolidated
Financial Act or TUF) 14 4.4 FUNCTIONING OF THE BOARD OF DIRECTORS (pursuant to art. 123-bis, paragraph 2, letter d) of the Consolidated Financial Act or TUF) 16
4.5. ROLE OF THE CHAIR OF THE BOARD OF DIRECTORS 18
4.6 EXECUTIVE DIRECTORS 19
4.0 BOARD OF DIRECTORS 9 4.7. INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTORS 22
5.0. HANDLING OF COMPANY INFORMATION 24
6.0 BOARD OF DIRECTORS' INTERNAL COMMITTEES (pursuant to art. 123-bis, paragraph 2, letter d) TUF) 25
7.0 SELF-EVALUATION AND SUCCESSION OF THE DIRECTORS - APPOINTMENTS COMMITTEE 25
7.1 SELF-EVALUATION AND SUCCESSION OF THE DIRECTORS 25
7.2. APPOINTMENTS COMMITTEE 26
8.0 DIRECTORS' REMUNERATION - REMUNERATION COMMITTEE 26

8.2 APPOINTMENTS AND REMUNERATION COMMITTEE 27
9.0 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISK COMMITTEE28
9.1 CHIEF EXECUTIVE OFFICER 32
9.2. CONTROL AND RISK COMMITTEE 33
9.3. PERSON RESPONSIBLE FOR INTERNAL AUDIT 35
9.4 ORGANISATION MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001 36
9.5. INDEPENDENT AUDITORS 37
9.6 MANAGER IN CHARGE OF DRAFTING THE ACCOUNTING AND CORPORATE RECORDS AND OTHER CORPORATE ROLES 37
9.7. COORDINATION AMONG ENTITIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 38
10.0 INTEREST OF THE DIRECTORS AND TRANSACTIONS WITH RELATED PARTIES 39
11.0 BOARD OF STATUTORY AUDITORS 40
11.1 APPOINTMENT AND REPLACEMENT 40
11.2 COMPOSITION AND FUNCTIONING (pursuant to art. 123-bis, paragraph 2, letters d) and d-bis), of the Consolidated Financial Act or TUF) 41
12.0. RELATIONSHIPS WITH SHAREHOLDERS 44
13.0 MEETINGS 45
14.0. FURTHER CORPORATE GOVERNANCE PRACTICES 47
15.0 CHANGES OCCURRED FROM THE CLOSING OF THE FINANCIAL YEAR 47
16.0. CONSIDERATIONS ON THE LETTER OF THE CHAIR OF THE CORPORATE GOVERNANCE COMMITTEE 47
TABLE 2B: STRUCTURE OF THE BOARD OF DIRECTORS IN OFFICE AT THE END OF THE FINANCIAL YEAR50 TABLE 3A: STRUCTURE OF BOARD COMMITTEES UNTIL APRIL 29, 202451 TABLE 3B: STRUCTURE OF BOARD COMMITTEES IN OFFICE AT THE END OF THE FINANCIAL YEAR52
TABLE 4A: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS IN OFFICE UNTIL APRIL 29, 202453 TABLE 4B: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS IN OFFICE AT THE END OF THE FINANCIAL YEAR…………56

ENCLOSURES

ANNEX A - "SUMMARY PRINCIPLES AND RECOMMENDATIONS OF THE CORPORATE GOVERNANCE CODE"

GLOSSARY

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

Civil Code/ C.C.: the Italian Civil Code.

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

Board: the Issuer's Board of Directors.

Issuer, Company or Cembre: the issuer of listed stock to which the Report makes reference.

Financial year: the financial year to which the Report refers.

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

Consob Issuers' Regulation or Issuers' Regulation: Rules issued by Consob with Resolution no. 11971 of 1999 on listed companies (as subsequently amended).

Consob Market Regulation: Rules issued by Consob with Resolution no. 20249 of 2017 on markets.

Consob Related Parties Regulation: Rules issued by Consob with Resolution no. 17221 dated March 12, 2010 (as subsequently amended) on markets.

Report: the report on corporate governance and ownership structure drafted and published by Cembre pursuant to art. 123-bis, TUF.

Remuneration Report: the Report on the remuneration Policy and compensation paid drafted and published by Cembre pursuant to article 123-ter TUF and article 84-quater of the Consob Issuers' Regulation.

"Sustainability Report": the consolidated sustainability report prepared by the Company pursuant to Legislative Decree 125/2024 and published in the report on operations in the annual financial report at www.cembre.com, in the investor relations section.

Consolidated Financial Act or TUF: Legislative Decree no. 58 of February 24, 1998.

Unless otherwise specified, the definitions in the Code of Corporate Governance relating to the following: directors, executive directors, independent directors, significant shareholder, chief executive officer (CEO), administrative body, control body, business plan, concentrated ownership company, large company, sustainable success, top management, shall also be deemed to be referred to by reference.

1.0 PROFILE OF THE COMPANY

The Issuer, founded in 1969, has registered office in Brescia and designs, manufactures and distributes electrical compression connectors and installation tooling, a sector in which it enjoys a leadership position in Italy and gained significant market shares in Europe. Cembre is one of the world's leading manufacturers of tools (mechanical, pneumatic and hydraulic) for the installation of connectors and the shearing of cables.

It has been listed on the Euronext Milan since December 15, 1997, and on the STAR segment since September 24, 2001.

Cembre reports its commitment in the area of social responsibility and sustainability by means of the Sustainability Report, which is compulsorily adopted pursuant to Legislative Decree no. 125/2024 implementing Directive 2022/2464/EU and published on the website www.cembre.com, in the investor relations section.

Starting with the 2020 financial year, Cembre chose to appoint a Sustainability Manager to improve its ability to manage the issue of sustainability and to spread the culture of social, environmental, and economic responsibility in all the Group's locations.

Cembre intends to make sustainability one of the critical elements of its action to create, together with its stakeholders, a business model capable of focusing on innovation and circularity and to develop a virtuous synergy between values, economy, and productive development.

Further information about the integration of this objective into corporate strategies is provided in sections 4.1, 8 and 9 of this Report.

The Issuer qualifies as an SME (small and medium enterprise) pursuant to article 1, paragraph 1, letter wquater.1) of TUF and article 2-ter of the Consob Issuers' Regulation as per the list of issuers of listed "SME" shares published by Consob on its website at https://www.consob.it/web/area-pubblica/emittenti-quotati-pmi.

The Issuer does not fall under the definition of "large company" pursuant to the Code, while it is a "concentrated ownership company", in view of the ownership structure described in section 2.0 below.

As permitted by the Code, the Issuer made use of the flexibility options concerning the self-evaluation process and the guidelines on the optimal composition of the administrative body (see section 7.1).

The Issuer is controlled by Lysne S.p.A., a company with registered office in Brescia, with a 51.5696% share. Parent company Lysne S.p.A. is owned by the Rosani family, while no entity controls Lysne S.p.A. pursuant to article 93 of TUF.

The Company is organized along traditional administration and control lines, as described in articles 2380-bis and following of the Italian Civil Code, and has a Shareholders' Meeting, Board of Directors and Board of Statutory Auditors.

2.0 INFORMATION on OWNERSHIP STRUCTURE (ex art. 123-bis, TUF) as of December 31, 2024

a) Share capital structure (art. 123-bis, par. 1, lett. a), TUF) Share capital fully underwritten and paid-up is currently €8,840,000.00

TABLE 1: Classes of shares:

	No. of	No. of voting	Nominal value	Listed (market) / not
	shares	rights		listed
Ordinary shares	17,000,000	17,000,000	0.52	Euronext Milan/STAR
(voting right				segment
increase not
provided for)

Each share gives right to one vote.

Rights and obligations of Shareholders are those prescribed in articles 2346 and following of the Civil Code. See also paragraph 13 of the present Report.

b) Share transfer restrictions (art. 123-bis, par. 1, lett. b), TUF) No restriction exists on share transfer.

c) Significant shareholdings (art. 123-bis, par. 1, lett. c), TUF)

As specified in section 1 above, the Issuer qualifies as an SME (small and medium enterprise) pursuant to article 1, paragraph 1, letter w-quater.1) of TUF and article 2-ter of the Consob Issuers' Regulation as per the list of issuers of listed "SME" shares published by Consob on its website at www.consob.it/web/areapubblica/emittenti-quotati-pmi. The threshold for communicating the existence of significant shareholdings pursuant to article 120, TUF is 5% of the voting shares (article 120, par. 2, last section, TUF).

At the date of this Report, the Shareholders holding, either directly or indirectly, significant interests in the share capital, through pyramidal ownership structures or cross shareholdings, as resulting from the shareholders register, communications made pursuant to article 120 TUF and other information available to the Company, are shown in the table below:

		% of ordinary	% of voting
Declarer	Direct shareholder	capital	capital
Lysne S.p.A.	Lysne S.p.A.	51.5696	51.5696
Giovanni Rosani	Giovanni Rosani	8.529	8.529
Sara Rosani	Sara Rosani	8.647	8.647

d) Securities carrying special rights (art. 123bis, par. 1, lett. d), TUF) None of the Company shares carries special rights.

The By-laws of the Company do not contain provisions relating to increased voting powers of shares pursuant to article 127-quinquies, TUF.

e) Employee share ownership: mechanism to exercise voting rights (art. 123-bis, par. 1, lett. e), TUF) No specific mechanism is provided to exercise voting rights in case of employee share ownership.

f) Restrictions to exercise voting rights (art. 123bis, par. 1, lett. f), TUF) No restrictions to exercise voting rights exist.

g) Shareholders agreements (art. 123bis, par. 1, lett. g), TUF)

The Issuer is aware of the existence of an agreement among Shareholders, relevant pursuant to article 122 TUF, having as the object shares of Lysne S.p.A., the company that controls Cembre S.p.A. pursuant to article 93 TUF.

Said agreement, entered into on December 21, 2005 and subsequently amended on March 19, 2010, sets forth a voting syndicate and a block syndicate, providing thus for restrictions to the exercise of vote and limitations to the free disposal of shares bound by the agreement.

The agreement involves 597,500 shares of Lysne S.p.A. (representing 58.578% of its share capital) of which 520,500 shares (representing 51.028% of the share capital) are subject to both syndicates, and 77,000 shares (representing 7.550% of the share capital) are subject only to the block syndicate.

The owners of the shares bound by the agreement are:

• Giovanni Rosani, owner of 260,250 shares subject to both syndicates, and 38,500 shares subject only to the block syndicate;

• Sara Rosani, owner of 260,250 shares subject to both syndicates, and 38,500 shares subject only to the block syndicate.

For further information we refer to CONSOB's Internet site www.consob.it or that of the Company www.cembre.it in the Investor Relations – Corporate Governance – Shareholder Agreements section.

h) Change of control clause (art. 123-bis, paragraph 1, letter h), TUF) and provisions contained in the By-laws pertaining to public offers to purchase stock (articles 104-paragraph 1-ter and 104-bis paragraph 1, TUF)

The Issuer and its subsidiaries have not entered into any agreement which includes a clause coming into force or being terminated in the event of change of control.

The provisions of the By-laws do not make exceptions to passivity rules contemplated in articles 104, paragraphs 1 and 1-bis, TUF. It is also acknowledged that the By-laws of the Company do not provide for the application of the neutralization rules contemplated in article 104-bis, paragraphs 2 and 3 of TUF.

i) Proxies for share capital increase and authorization to purchase own shares (art. 123-bis, par. 1, lett. m), TUF)

In the course of the year, the Board did not receive a proxy by the Shareholders' Meeting to execute share capital increases pursuant to article 2443 of the Civil Code, or to issue financial instruments involving participation in the share capital.

The ordinary Shareholders' Meeting of April 29, 2024, based on prior revocation of the authorisation conferred by the ordinary Shareholders' Meeting of April 27, 2023 for the part not executed, authorised the Board of Directors to purchase and dispose of own shares, pursuant to articles 2357 et. seq of the Civil Code and art. 132 of the TUF, in order to ensure the Company has the necessary strategic investment opportunity for all purposes permitted by provisions in force, including therein the purposes set forth in art. 5 of Regulation (EU) 596/2014 (Market Abuse Regulation, hereinafter the "MAR") and the permitted practices pursuant to art. 13 of the MAR, where applicable, as well as, where applicable, for the provision of own shares to be allocated to beneficiaries of the incentive plan pursuant to art. 114-bis of the TUF called "Premio Carlo Rosani per i 50 anni dalla fondazione della Società" (the "Plan") approved by the ordinary Shareholders' Meeting on April 18, 2019.

In particular the Shareholders' Company resolved:

• − to authorise, pursuant and to the purposes of article 2357 of the Italian Civil Code, the purchase, in one or more instalments for a period of 18 months from the date of the resolution, of Cembre ordinary shares, up to a maximum number so that own shares held by Cembre S.p.A., and if applicable its subsidiaries, do not exceed the maximum limit established by applicable regulations, for a consideration that shall not exceed the higher between the price at which the last independent transaction was concluded and the last independent bid price in the market in which the purchase is carried out. For any single purchase, such price per share shall in any case not be more than 20% lower or higher than the closing price registered by Cembre shares on the previous trading day;
• − to mandate the Board of Directors, and in its place also its Chair and Managing Director, to determine the number of shares to be purchased according to each purchase plan, for the purposes of the above mentioned ends, prior to the start of the purchase program and to proceed with the purchase of shares in the manner established in the applicable provisions of Issuers' Regulation in implementation of art. 132 of the TUF, in compliance with the conditions and restrictions relating to the negotiation pursuant to arts. 3 and 4 of the Delegated Regulation (EU) 2016/1052 and with the graduality deemed appropriate in the interest of the Company, attributing every broader powers for the execution of the purchase transactions that are the object of the mandate and any other formality necessary for the same, including the giving of mandates to registered intermediaries and the appointment of special attorneys;
• − to authorise the Board of Directors, and for it its Chair and Managing Director, pursuant and in accordance with art. 2357-ter of the Italian Civil Code, to dispose, at any moment, in whole or in part, in one or more

instalments, of own shares acquired based on the resolution, or nonetheless already in the company's portfolio, through (i) the disposal of them to the beneficiaries of the incentive plan pursuant to art. 114 bis of the TUF called "Premio Carlo Rosani per i 50 anni dalla fondazione della Società" according to the terms, conditions and the methods set forth therein, and in particular, at a price of €10.00 per share; (ii) their disposal in the stock market or outside of the stock market, including through the sale of rights in rem and/or personal rights, including therein, merely by way of an example, securities lending, in compliance with the applicable legal or regulatory provisions in force at the time and for the pursuit of the purposes that are the object of the resolution, according to the terms, methods and conditions for the disposal of own shares deemed most appropriate in the interest of the Company; the authorisation pursuant to this point was agreed with no time limits;

− to attribute the Board of Directors, and for it, its Chair and Managing Director, all the widest powers to execute the transactions pursuant to this resolution and any formality relating to the same, including therein any assignment of engagements to authorised intermediaries pursuant to law and with the right to appoint special prosecutors.

The same Shareholder's Meeting resolved also, pursuant to current regulations, that purchases of own shares be contained within the limits of distributable reserves resulting from the last approved financial statements (also interim reports) at the time of the transaction and that, upon the purchase and sale of own shares, the necessary entries in accounting records are made in compliance with applicable regulations and accounting principles.

At its meeting held on May 14, 2024, the Board of Directors, following the conclusion of the share buy-back programme launched on April 27, 2023, resolved to approve the initiation of an own share purchase plan under the terms and conditions and with the procedures pursuant to Shareholders' Meeting resolution of April 29, 2024 for a maximum of 850,000 ordinary Cembre S.p.A. shares and for a total consideration that shall not exceed €40,000,000; no purchases of treasury shares were made under this programme.

At the date of the present Report, the Issuer holds 185,041 treasury shares, representing 1.09% of the Company's share capital.

J) Management and coordination activities (art. 2497 et seq. of the Italian Civil Code)

Though under the control of Lysne S.p.A. for the purposes of article 2359 of the Civil Code, the Company does not deem itself to be subject to the management and coordination of its parent pursuant to article 16 of Consob Market Regulation.

The Company deems to operate under full corporate and management autonomy from its parent Lysne S.p.A. In particular, as a non-exhaustive example, the Company manages autonomously its own treasury and relationships with its customers and suppliers, and does not make use of any service provided by its parent company.

Relationships with Lysne S.p.A. are limited to the normal exercise by the same of administrative and ownership rights pertaining to its quality of shareholder.

It should be noted that:

• the information required by art. 123-bis, paragraph 1, letter i) ("agreements between the company and the directors providing for indemnities in case of resignation or dismissal without just cause, or if their employment ceases following a takeover bid") is contained in the section of the Report regarding remuneration (Sect. 8.1);
• the information required by art. 123-bis, paragraph 1, letter l), first part ("rules for the appointment and replacement of Directors, if different from the laws and regulations applicable in addition") is detailed in the section of the Report concerning the Board of Directors (Sect. 4.2);
• the information required by art. 123-bis, paragraph 1, letter l), second part ("rules applicable to the amendment of the By-laws, if different from the laws and regulations applicable in addition") is detailed in the section of the Report concerning the Shareholders' Meeting (Sect. 13).

3.0 COMPLIANCE (pursuant to art. 123-bis, paragraph 2, letter a), first part, TUF)

The Issuer has adopted the Code, which is accessible to the public on the website of the Corporate Governance Committee at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf.

Cembre S.p.A. and its subsidiaries are not subject to non-Italian law provisions which may affect the structure of the Company's corporate governance.

4.0 BOARD OF DIRECTORS

4.1. ROLE OF THE BOARD OF DIRECTORS

The management of the Company is the exclusive responsibility of the Board of Directors that carries out all operations necessary to attain the corporate objectives.

The Board of Directors confirmed that the theme of sustainability is an integral and fundamental part of the definition of Cembre's business strategies, the internal control and risk management system and the remuneration policy, as demonstrated, among other things, by the attention to the environmental impact during the phase of new product design (e.g. in relation to the characteristics of the materials and the production processes used and the gradual migration from traditional, more polluting, power tools, to battery-powered ones), as well as in the construction of new high-energy efficiency buildings (equipped with photovoltaic and geothermal plants) and with a low impact on the environment and on the local area.

CEMBRE made good on its commitment to sustainability in 2024 with several projects spanning the three areas of sustainable development: people, environment and land. The main environmental projects were related to sustainable mobility, energy efficiency, the use of energy from renewable sources and measuring product carbon footprint. Further details on these activities can be found in the Sustainability Report, in the "Environmental Information" chapter, under the heading "Actions and resources in relation to climate change policies".

In the social sphere, CEMBRE has placed a strong emphasis on employee well-being, confirming its membership in the WHP (Workplace Health Promotion) network in 2024. This programme promotes initiatives dedicated to improving worker health and well-being, through the dissemination of virtuous practices relating to physical activity, proper nutrition, stress reduction and prevention. Detailed information can be found in the "Social Information" chapter of the Sustainability Report, in the "Company welfare" section.

CEMBRE has established medium-term guidelines (four to five years) for each project, along with investments, commitments and objectives shared with the various categories of stakeholders both inside and outside the company.

Finally, the "Interests and views of stakeholders" section in the "General information" chapter of the Sustainability Report briefly illustrates the listening and engagement tools adopted by CEMBRE, along with the expectations of all of its stakeholders.

By express provision of the By-laws (as indicated further on), the following are reserved to the Board of Directors, holding valid powers reserved to the Managing Director:

(i) the right to examine the operations of the Company, based on the report of the Managing Director and of those Directors that hold specific positions (art.18, paragraph 5 of the By-laws): in exercising such function, the Board shall, among other things, evaluate with particular care potential conflicts of interest (art. 18, paragraph 6 of the By-laws), take into account information received by Managing Director and compare periodically results achieved with those budgeted. The Board also examines and approves strategic guidelines, industrial and financial plans, where these have been drafted, for the Company and the Group (article 18, paragraph 5 of the By-laws);

• (ii) the examination and approval of transactions that have a significant importance either from an asset or financial point of view, with particular reference to transactions with related parties;
• (iii) the evaluation, based on information received by the Managing Director, pursuant to art.16, paragraph 6 of the By-laws, of the adequacy of the general organisational, administrative and accounting structure of the Company and the Group set in place by the Managing Director (article 18, paragraph 5 of the Bylaws).

The following powers are also attributed to the Board of Directors:

a) merger resolutions, in the cases described in articles 2505 and 2505-bis, of the Civil Code;

b) business split resolutions pursuant to the joint provisions of articles 2506-ter and 2505-bis, of the Civil Code;

• c) a capital stock reduction in the case of the withdrawal of a Shareholder;
• d) changes to the By-laws in compliance with new regulations;
• e) the transfer of the Registered Office to another location on the national territory;
• f) the creation and suppression of secondary offices, branches, agencies and representative offices;
• g) other powers attributed to the Board of Directors by Law and the Company's By-laws.

At the meeting held on March 14, 2024, the Board resolved, pursuant to Recommendation 33, letter a) of the Code, to deem the internal control and risk management system adequate, effective and functioning, in view of the characteristics of the Company and the risk profile set, based on the support of the Internal Control and Risk Committee and the verification of managing directors and directors holding proxies.

The Board of Directors reviewed at least quarterly the operating performance of the Company, keeping into account, in particular, information received by representative bodies.

As provided by the Recommendation 1, letter e) of the Code, the Company adopted an internal code (the "Procedure") – last amended on March 15, 2011 to keep into account, among other things, of new criteria of significance set forth in Attachment 3B of the Issuers' Regulation – regulating informative and procedural aspects relating to operations having a specific economic, equity or financial relevance, with particular reference to transactions with related parties, establishing also criteria (quantitative and/or qualitative) for determining which operations fall in this category and are therefore reserved to the responsibility of the Board of Directors of the Issuer.

The Procedure reserves to the exam and approval of the Board "Relevant Operations", intended as:

1) the acquisition or sale of companies, businesses or assets, in case at least one of the parameters listed below is equal or higher than 25%1 :

• (i) Assets: ratio of total assets of merged company or total assets that are the object of the spin-off, and total assets of the Company;
• (ii) Profitability: ratio of pre-tax profit and result of transferred assets of merged company, or of assets object of the spin-off and pre-tax profit of the same before the spin-off;
• (iii)Shareholders' Equity: ratio of Shareholders' Equity of merged company or of the business spun-off and Shareholders' Equity of the Company;
• (iv)Liabilities: ratio of total liabilities of merged company or liabilities object of the spin-off and total assets of the Company;

2) acquisition and sale of company, businesses, part of businesses or assets (including tangible and intangible assets), in case one of the ratios listed below is equal or above 25%2 :

¹ Accounting data to be used in calculating the degree of significance for the purposes of the Procedure must be drawn from the most recent consolidated balance sheet published or the most recent balance sheet where the Company is not required to produce consolidated financial statements.

² Cfr. See note above

• (i) Amount: ratio of the amount of the transaction and capitalization of the Company at the closing of the last trading day of the period of the most recent periodical financial report published (annual report, half-yearly report or interim report). When the economic terms of the transaction are determined, the amount of the operation is:
  • a) with regard to cash components, the amount paid to/by the counterpart pursuant to contractual terms established;
  • b) with regard to components consisting of financial instruments, the fair value determined at the time of the transaction in line with IFRS adopted through EU Regulation no. 1606/2002.

When the economic terms of the operation depend in full or in part on amounts not yet known, the amount of the operation is the maximum determinable value pursuant to the agreement.

(ii) Assets: ratio of total assets of the company, business or part of business acquired or sold and total assets of the Company.

In the case of acquisitions or sale of investments in companies that have an effect on the consolidation area, the value of the numerator is that of the assets of the invested company, irrespective of the percentage of ownership being transferred.

In the case of acquisitions or sale of investments in companies that do not have an effect on the consolidation area, the value of the numerator is:

• a) in the case of acquisitions, the value of the operation plus total liabilities of the acquired company transferred to the acquiring company in the sale;
• b) in the case of sale, the value of the business sold.

In the case of acquisition or sale of other assets (other than the purchase or sale of an equity investment), the value of the numerator is:

• a) in the case of acquisitions, the higher between the consideration paid and the book value attributed to the asset;
• b) in the case of sale, the book value of the asset sold.
• (iii) Profitability: ratio of pre-tax profit and of results of assets sold by the company, business or part of business acquired or sold, and the pre-tax profit and result of transferred assets of the Company;
• (iv) Shareholders' Equity: ratio of total Shareholders' Equity of the company, business or part of business acquired or sold and the total Shareholders' Equity of the Company;
• (v) Liabilities: ratio of total liabilities of the company, business or part of business acquired or sold and total assets of the Company.

Where the purchase or sale relates to an asset, only the ratio described in point (i) above will apply.

3) Operations other than the ones indicated in points 1) and 2) above whose value exceeds 20% of Revenues (intended as sales revenues reported in the latest Consolidated Financial Statements or in the most recent statement of income where the Company is not required to prepare consolidated financial statements).

For the purposes of ratios indicated in points 1), 2), and 3) above, each transaction should be considered individually. Exceptionally, transactions that are strictly and objectively linked by a common strategic or operating plan must be qualified as Relevant Operations whenever, considered in the aggregate, they should exceed the above mentioned ratios.

Moreover, in relation to each Relevant Operation, the Board of Directors shall receive from the appointed parties, sufficient information to allow a first review of major elements of the operation. In particular, exhaustive information regarding the strategic reasons for the Relevant Operation and the foreseeable operating, financial and equity impact of the same, also at the consolidated level.

In addition, during the financial year, the Board:

• did not deem it necessary or appropriate to draw up proposals to be submitted to the Shareholders' Meeting concerning the corporate governance system, since it believes that the model currently adopted is fully functional to the company's needs;

• did not deem it necessary or appropriate to adopt a policy for managing dialogue with shareholders in general, considering the current investor relations mechanisms to be adequate.

Further information on the appointment of the Board of Directors, its composition, functioning, selfevaluation, remuneration policy, internal audit and risk management system are included in the sections of this Report dealing with these issues (sections 4.2, 4.3, 4.4, 7.1, 8.1, 9.0 respectively).

For details of the information required by ESRS 2 - Par. 19 and 20(b) and 22 on the roles and responsibilities of administration and management bodies in supervising procedures intended to manage material risks, impacts and opportunities, please refer to the Sustainability Report, Section ESRS 2 - GOV-1.

For details of the information required by ESRS 2 - Par. 24 and 26 on how the administration and management bodies are informed about sustainability matters and how these issues were addressed during the reporting period, see the Sustainability Report, Section ESRS 2 - GOV-2.

4.2 APPOINTMENT AND REPLACEMENT OF DIRECTORS (ex art. 123-bis, par. 1, lett. l), first part, TUF)

The Articles of Association governing the composition and appointment of the Board (art. 15) are suitable to guarantee compliance with the regulations regarding the equal representation of both sexes in corporate boards as per article 147-ter, paragraph 1-ter of TUF and the related implementation regulations issued by Consob.3 Art. 15, paragraph 5 of the By-laws states that "lists that present a total number of candidates equal to or higher than three must be composed of candidates from both genders, so that the gender balance set forth in the currently applicable legislation is respected".

Pursuant to art. 15, paragraph 5 of the Company's By-laws, lists of candidates to the position of Director must be deposited by Shareholders at the Company Registered Office at least 25 days prior to the date set for the Shareholders' Meeting on first or sole call.

Only Shareholders who, alone or together with others, hold the minimum shareholding in the share capital established by Consob are entitled to submit lists. Through management decision of the Head of the Corporate Governance Division no. 123 of January 28, 2025, Consob recently determined the stake in share capital required for the submission of lists of candidates for election of the Issuer's administration body at 2.5%.

The mechanism for the appointment to the position of Directors of candidates in the various lists is the following:

a) all Directors except one are drawn from the most voted list in the order in which they are listed;

b) the second voted list that is not connected in any way with any of the Shareholders that submitted or voted the most voted list described in point a) above, is used to draw a Director, in the person of the first person listed. In case the minority list referred to in point b) above has not received at least half of the votes required to submit the list according to the above-mentioned rules, all Directors shall be appointed from the most voted list as in point a) above;

³ Paragraph 1-ter, of art. 147-ter, of the TUF in force at the date of this Report sets forth, inter alia, that the "less represented gender must account for at least two fifths of the elected directors. This distribution criterion applies for six consecutive mandates".

In addition, pursuant to paragraph 3, art. 144-undecies.1 of the Issuers' Regulation, "if the application of the gender distribution criterion does not result in a whole number of members of the administration and control bodies belonging to the less represented gender, this number is rounded up to the nearest unit, with the exception of corporate bodies formed by three members for which the number is rounded down to the nearest unit".

If, through the method described above a sufficient number of Directors possessing requisites of independence equal to the minimum number required by law as a proportion of the total number of Directors is not achieved, the non-independent candidate elected last in the most voted list, as described in point a), will be replaced by the first subsequent independent candidate that has not been elected from the list or, lacking this, by the first independent candidate that has not been elected from the other lists, giving priority to the list according to the number of votes it received. The procedure is followed until the Board comprises a minimum number of Directors possessing the requisites described in article 148, paragraph 3, TUF, equal at least to the minimum number prescribed by Law. In case, finally, such procedure is unable to ensure the result just indicated, the replacement will take place by resolution of the Shareholders' Meeting with the quorum established by Law.

In case, moreover, the candidates elected in the manner indicated above are such that the composition of the Board of Directors does not comply with applicable regulations on the equal representation of genders, the candidate of the most represented gender elected last in the order of names in the most voted list will be replaced by the first candidate of the least represented gender that was not elected in the same list. The replacement procedure will be repeated until the composition of the Board of Directors complies with applicable regulations on the equal representation of genders. In case the above procedure still does not ensure the above stated result, the replacement will take place by resolution of the Shareholder's Meeting passed with a relative majority of votes, after the presentation of a list of candidates of the least represented gender.

In case only a single list or no list is submitted, the Shareholders' Meeting resolves with the quorum established by Law - in compliance with applicable regulations on the equal representation of genders -without following the procedure described above.

In case in the year one or more Directors leave their position, and provided the majority of the Board is still made up by Directors appointed by the Shareholders' Meeting, the following procedure is applied pursuant to article 2386 of the Civil Code:

i) the Board of Directors, after a resolution of the Board of Statutory Auditors, replaces the Director with a candidate on the same list as the one who has left office, while the Shareholders' Meeting resolves according to the quorum set by Law, following the same criteria;

ii) in case in the aforementioned list there do not remain candidates that have not already been elected, or candidates possessing the requirements for appointment, or in any case when, for whatever reason, it is not possible to comply with the procedure described in point i) above, the Board of Directors, after a resolution of the Board of Statutory Auditors and subsequently the Shareholders' Meeting according to the quorum set by Law, proceeds with the replacement of the Director without making use of voted lists.

In any case, the Board and the Shareholders' Meeting proceed to the appointment so as to ensure the presence of the minimum number of independent Directors required by regulations in force.

In the event of one or more Directors leaving their position, and provided the resulting majority of the Board is still made up by Directors appointed by the Shareholders' Meeting, the latter may however resolve to reduce the number of Directors to that of Directors still in office for the duration of their term, provided a sufficient number of independent Directors remains in office to ensure compliance with applicable regulations and that the Director appointed from the minority list is still in office.

In case the majority of Directors appointed by the Shareholders' Meeting leaves office, the whole Board is considered as terminated, effective at the time of the appointment of a new Board, and a Shareholders' Meeting must be called without delay by the Directors still in office to appoint a new Board.

When the number of Directors appointed is lower than the maximum set in article 15, paragraph 1, of the Bylaws, the Shareholders' Meeting may, throughout the term of the Board, increase the number of Directors up to the limit set in the By-laws. The appointment of further Directors will take place as follows:

i) additional Directors are appointed from the most voted list by Shareholders at the time of the appointment of Directors currently in office, drawn from candidates that are still eligible, while the Shareholders' Meeting resolves in accordance with the quorum set by Law, following the same criterion;

ii) in case no candidates remain in the most voted list, or the case provided for in paragraph 5, last section of article 15 of the By-laws occurs, the Shareholders' Meeting proceeds to the appointment without observing the procedure described in point i), with the quorum set by law and without making use of voting lists.

The Shareholders' Meeting may however resolve to reduce the number of Directors to that of Directors in office for the residual term of their mandate, subject to limits set by applicable laws and regulations regarding the composition of Board of Directors.

Where it has not already been appointed by the Shareholders' Meeting, the Board of Directors appoints one of its members as Chair and, where deemed appropriate, one or more Vice Chair having substitute powers to that of the Chair.

Please refer to Section 7 below for information on the role of the Board of Directors and Board committees in the processes of self-evaluation, appointment and succession of directors.

4.3 COMPOSITION (pursuant to art. 123-bis, paragraph 2, letters d) and d-bis), of the Consolidated Financial Act or TUF)

As stated in article 15 of the Company's By-laws, the Board of Directors shall consist of a minimum of 3 to a maximum of 11 members. Directors are appointed for a term that does not exceed three years, ending with the approval by the Shareholders' Meeting of the financial statements for the last of the three years of the term and may be re-appointed. Before proceeding to the appointment of the Board, the Shareholders' Meeting sets the number of its components and the term of the Board of Directors to be appointed.

Article 16 of the By-laws empowers the Board to appoint from its members one or more Managing Directors and/or an Executive Committee, determining, within the limits set forth in article 2381 of the Civil Code, its powers, and in the case of the Executive Committee, also the number of its components, the term, and norms regulating its functioning. Committees ensure that the organizational, administrative and accounting management of the Company is adequate in relation to the nature and size of the same, and report to the Board of Directors and the Board of Statutory Auditors at least quarterly on the general performance of the Company and its outlook, in addition to major transactions concluded, either by size or importance, by the Company or its subsidiaries.

Composition of the Board of Directors until April 29, 2024

The Shareholders' Meeting held on April 27, 2021 appointed the Board of Directors in office until April 29, 2024, made up of 8 (eight) members, on the basis of the only list of candidates submitted by the majority shareholder Lysne S.p.A. The list submitted by the majority shareholder Lysne S.p.A. obtained 12,750,624 votes in favour, equal to 91.09% of the voting capital. We remind that the share of voting rights required to submit a list for candidates to said position amounts to 2.5%.

For more information on lists of candidates to the Board of Directors in office until April 29, 2024 submitted, we refer to the Company's website www.cembre.com in the Investor Relations section, where the professional curricula of Directors are published.

The composition of the Board in office until April 29, 2024 is shown in Table 2A, in the appendix to this Report.

As can be inferred from the above-mentioned Table, the Board in office until April 29, 2024 was made up of executive and non-executive Directors, all of whom have the professionalism and skills required for the tasks assigned to them. The number (four) and skills of the non-executive Directors are such as to ensure that they have a significant influence on the Board's resolutions and guarantee effective management monitoring; moreover, a significant portion (50%) of the non-executive Directors is independent.

Composition of the Board of Directors appointed on April 29, 2024

The Shareholders' Meeting held on April 29, 2024 appointed the Board of Directors currently in office, made up of 8 (eight) members, on the basis of the only list of candidates submitted by the majority shareholder Lysne S.p.A. The list submitted by the majority shareholder Lysne S.p.A. obtained 12,443,805 votes in favour, equal

to 88.07% of the voting capital. We remind that the share of voting rights required to submit a list for candidates to said position amounts to 2.5%.

For more information on lists of candidates to the Board of Directors in office at the Report date submitted, we refer to the Company's website www.cembre.com in the Investor Relations section, where the professional curricula of Directors are published.

The composition of the Board at the end of the year is shown in Table 2B, in the appendix to this Report.

As can be inferred from the above-mentioned Table, the Board in office is made up of executive and nonexecutive Directors, all of whom have the professionalism and skills required for the tasks assigned to them. The number (four) and skills of the non-executive Directors are such as to ensure that they have a significant influence on the Board's resolutions and guarantee effective management monitoring; moreover, a significant portion (50%) of the non-executive Directors is independent.

Company	Registered office	Taxpayer ID	Position held
Banca Generali Spa	Trieste, via Machiavelli 4	01333550323	Permanent Auditor
Banca Generali Spa	Trieste, via Machiavelli 4	01333550323	Member of Supervisory Body
Stucchi S.p.a.	Pagazzano (BG), Via della Lira Italiana 397	00724900162	Permanent Auditor
UNICAA S.r.l.	Bergamo, Via Carlo Serassi 7	02916860162	Chairman Supervisory Body
Radici Pietro Industries and Brands	Cazzano Sant'Andrea (BG), Via Cav. Pietro Radici 19	00217360163	Substitute Statutory Auditor
Miro Radici Family of companies	Cazzano Sant'Andrea (BG), Via Cav. Pietro Radici 19	00681960167	Substitute Statutory Auditor
Grifal S.p.A.	Cologno al Serio (BG), Via XXIV Maggio 1	04259270165	Substitute Statutory Auditor

The other offices held by Director Paola Carrara at the end of the year are as follows:

The other offices held by Director Elisabetta Ceretti at the end of the year are as follows:

Company	Registered office	Taxpayer ID	Position held
LIGHT Scarl	Brescia, Via Branze 45	04451790986	Board member
Kairos Innovation srl Brescia	Via Cefalonia 55	04380110983	Founding Partner

For details of the information required by ESRS 2 - Par. 19, 20 (a) and (c), 21 and 23 on the composition and diversity of the Board of Directors, particularly with regard to sustainability responsibilities, please refer to the Sustainability Report, Section ESRS 2 - General Information.

Diversity criteria and policies in composition of the Board and in the company organization

The Board of Directors includes some indications for shareholders regarding diversity in the composition of the Company's corporate bodies in the explanatory reports prepared pursuant to art. 125-ter, TUF, relating to the appointment of the Board of Directors and the Board of Statutory Auditors by the Shareholders' Meeting; most recently and in continuity with the past, these indications for shareholders were provided by the Board of Directors in office until April 29, 2024 in the explanatory reports relating to the appointment of the new

corporate bodies by the Shareholders' Meeting called to approve the financial statements as of December 31, 2023. For further information we refer to the explanatory reports published on the website of the Company www.cembre.it in the Investor Relations – Shareholders' Meetings section.

Without prejudice to the above-mentioned aspects, the Issuer did not adopt specific policies on diversity with regard to the composition of the management and administrative bodies, with regard to issues such as age, gender, training and professional background, both because the legal provisions and the By-laws in force4 already ensure a balanced composition of the administrative body, and because, historically, the lists submitted by the shareholders for the appointment of directors were always characterised by the diversity of candidates' profiles.

In this regard, it should be noted that: (i) the Company's Board of Directors includes 4 Directors belonging to the less represented gender; (ii) the Board is characterised by the diversity of its members, taking into account that the age of the Directors is between 48 and 84 years; (iii) the training and professional path of the Directors currently in office guarantees a balanced combination of profiles and experiences within the administrative body suitable to ensure the correct performance of its functions.

In addition, it is noted that Recommendation 23 of the Code does not require companies with concentrated ownership (like Cembre) to express an orientation on its quantitative and qualitative composition of the Board of Directors considered optimal, with a view to its renewal.

With regard to the promotion of equal treatment and opportunities between genders within the whole corporate organisation, the Issuer already promotes inclusion, equal treatment and opportunities between genders among employees, as set out in its Code of Conduct, and therefore it was not deemed necessary to adopt ad hoc procedures at present. Further information on policies adopted by Cembre with regard to equal treatment and opportunities, pursuant to the ESRS - Par. 24, is provided in the Sustainability Report, Section S1 - Own workforce, which should be referred to for the details.

Limits on number of positions held in other companies

The Board of Directors did not deem it necessary to set the maximum number of managerial and administrative positions in other companies that may be considered compatible with the effective carrying out of the role of Director in the Issuer, without prejudice to the duty of each Directors to evaluate the compatibility of positions of Director or Statutory Auditor in other listed companies or of significant size, with the diligent performance of responsibilities and duties assumed with the position of Director in the Issuer. However, effective from 2021, the Code envisages said responsibility solely for large companies.

The Board acknowledges annually the recognition of the offices held by its Directors in other companies, shown in the tables contained in section 4.3 of this document.

4.4 FUNCTIONING OF THE BOARD OF DIRECTORS (pursuant to art. 123-bis, paragraph 2, letter d) of the Consolidated Financial Act or TUF)

Pursuant to Recommendation 11 of the Code, at the meeting on November 12, 2020, the Board of Directors approved the adoption of its own internal regulation, in order to regulate the methods of operation of said Board of Directors, including the methods of minute-taking of the meetings and the procedures for the management of disclosures to directors, supplementing the statutory provisions and the legal and regulatory provisions (hereinafter the "BOD Regulation").

With reference to the methods of calling, holding and taking the minutes of the board meetings, pursuant to article 17 of the By-laws and the BOD Regulation, the Board meets at the Company's Registered Office or elsewhere provided in Italy, any time the Chair deems it necessary or whenever at least two of its Directors request it. Board of Directors' meetings may also be convened upon request of two Statutory Auditors, upon

⁴ see section 4.2

prior notice to the Chair of the Board of Directors. Board meetings may also or exclusively be held by means of communication devices in teleconferencing or video-conferencing, provided each of the participants can be identified by all other participants and that each of them is able to participate in the discussion and to intervene in real time during the discussion of issues, in addition to being able to receive, transmit or review documents and the contemporaneity of the examination of issues and the resulting resolution is ensured.

The call notice is sent, via e-mail, letter or telefax by the Chair, or in event of impediment, by the Vice Chair or two Directors, at least three days before the meeting, and in urgent cases, by telegram, telefax, letter or email, to be sent at least one day before the meeting.

In the absence of formal calling, meetings of the Board will be considered validly constituted when all members of the Board of Directors and of the Board of Statutory Auditors are in attendance and all those entitled to participate have been adequately informed of the items on the meeting's agenda and have stated that they do not oppose the discussion of the items on the agenda.

The Chair, or in the event of its absence or impediment, the Vice Chair or a Managing Director, preside over and coordinates Board proceedings and ensures adequate information is provided to all Directors in the items listed on the agenda.

In case of absence of both the Chair and the Managing Director, other members of the Board present at the meeting shall appoint, with a majority vote of Directors present, one of them as Chair for the purposes of the specific Board meeting.

Resolutions must be taken by majority vote of Directors in office to be valid. Resolutions are passed by majority vote of members present at the meeting; in case of even vote, the vote of the Chair of the meeting shall prevail.

Pursuant to the BoD Regulation, the Chair of the Board of Directors ensures that adequate information on issues on the agenda is provided to all Directors and Statutory Auditors. In particular, the BoD Regulation requires documentation regarding the items on the agenda to be sent to Directors and Statutory Auditors, for adequate knowledge and evaluation of the matters and the object of the resolutions that will be passed during the meeting, within a term of 3 days before the board meeting, except for cases of justified and exceptional reasons of urgency, in which the documentation is sent at least 1 day in advance. It remains understood that, during the board meeting, clarifications and explanations are provided in relation to the information supplied, also based on the requests for in-depth analysis formulated by the individual directors.

During the year, the above deadlines for sending documentation were met, partly thanks to using digital tools that make it possible to simultaneously provide all participants with the materials relating to the items on the agenda as soon as they are prepared.

During the year, the Board of Directors met 6 (six) times on the following dates: March 5; March 14; April 29; May 14; September 12; November 14.

Minutes of the meetings were regularly kept.

The duration of Board meetings has been on the average about one hour and thirty minutes. The time made available by the directors was ample, both in the preparatory phase of reading and analyzing the documentation and in terms of participation in meetings, as shown in Table 2 in the appendix to the Report.

In the current year the Board plans to meet at least 5 (five) times. In addition to the meetings already held on March 6, 2025 (approval of the impairment tests) and March 13, 2025 (approval of the draft financial statements and the consolidated financial statements for the year ended December 31, 2024), the calendar of main corporate events for 2025 (already communicated to the market and Borsa Italiana S.p.A. – the Italian stock market regulator – in compliance with regulations) envisages another 3 (three) Board meetings scheduled at the following dates:

• May 14: approval of the Report on the 1st Quarter of 2025;

• September 12: approval of the half-year financial report as at June 30, 2025;

• November 14: approval of the Report on the 3rd Quarter of 2025.

Pursuant to the BoD Regulation, executives of the group controlled by the Issuer, as well as any external parties, can participate in the aforementioned board meetings, on invitation, for in-depth analyses of the items on the agenda.

4.5. ROLE OF THE CHAIR OF THE BOARD OF DIRECTORS

The Chair of the Board of Directors plays a liaison role between the executive directors and the non-executive directors and ensures the effective functioning of the Board's work, taking care of:

• the suitability of the pre-meeting information, as well as of the additional information provided during board meetings, to enable directors to act in an informed manner when carrying out their role;

• the coordination of the activities of the board committees (with investigative, propositional and advisory functions) with the activities of the Board;

• the participation in the board meetings of Issuer's managers - who are responsible for the relevant corporate functions depending on the subject - in order to provide any necessary in-depth information on the issues on the agenda;

• the participation of the members of the management and supervisory bodies - after their appointment and during their term of office - in initiatives aimed at providing them with adequate knowledge of the business sectors in which the Issuer operates, of corporate dynamics and of the reference regulatory and self-regulatory framework, also for the purpose of proper risk management;

• the adequacy and transparency of the Board's self-evaluation process, with the support of the Appointments Committee.

If significant content emerges from the dialogue with shareholders, the Chair shall inform the Board at the first available meeting.

The participation of the Executive Director directly responsible for the main corporate areas, as well as the Group CFO as manager responsible for the administrative and financial area, personnel and sustainability, in the Board meetings enables the Directors to receive updated and detailed information on market trends, the progress of projects and the most significant organisational developments.

In particular, during the year, in addition to business issues, the directors and statutory auditors had the opportunity to study in depth the adjustments required by Directive (EU) 2022/2464 "Corporate Sustainability Reporting Directive" (CSRD) and Legislative Decree no. 125/2024, transposing that directive, also through a specific training session.

Furthermore, visits of the Board of Directors and of Statutory Auditors to the Company's production plants are periodically organised.

Board Secretary

The BOD Regulation governs the methods of appointment of the Board Secretary, defining their - in compliance with Recommendation 18 of the Code of Corporate Governance - professional requirements and the associated responsibilities.

According to the Regulation, the appointment and removal of the Secretary is reserved to the Board, upon proposal of the Chair; the Secretary must have adequate knowledge of corporate affairs and corporate governance and has the task of supporting the activities of the Chair and providing impartial assistance and advice to the Board of Directors on all aspects that are important for the proper functioning of the corporate governance system.

During the meeting held on April 27, 2021, the Issuer's Board of Directors appointed its Secretary, in the person of the Group's Head of Corporate Affairs, who meets the requirements described above.

During the Year, the Secretary assisted the Chair of the Board and the Chairs of the internal Board Committees in organizing meetings and sharing the related documentation in a timely manner. Moreover, he reported to

the Board and the Board of Statutory Auditors on the most significant regulatory updates for the Company, indicating the need to adjust the corporate governance system, if necessary.

4.6 EXECUTIVE DIRECTORS

Managing Directors

Pursuant to article 16, paragraph 3 of the By-laws, the Board of Directors can appoint among its members one or more Managing Directors and/or an Executive Committee, setting its powers, within the limits set by article 2381 of the Civil Code.

The Chair of the Board and Managing Director currently in office, Giovanni Rosani is empowered with the following powers conferred by the Board of Directors' Resolution dated April 29, 2024, in addition to those reserved by the By-laws to the position of Chair (see below).

In particular, Giovanni Rosani holds, in his quality of Managing Director, powers of legal representation of the Company as well as powers pursuant to applicable provisions of law and the By-laws, without prejudice to the fact that those powers that may not be delegated pursuant to restrictions set in article 2381 of the Civil Code and powers to examine and approve Relevant Operations and Transactions with Related Parties shall remain within the exclusive purview of the Board of Directors. The management powers assigned to Giovanni Rosani by Board resolution of April 29, 2024 are:

1) Stipulate, modify, resolve, transfer and acquire by way of transfer, purchase and sale contracts or exchange contracts, also receiving commissions, property, furniture, machinery, motor vehicles, finished products, semifinished products, raw materials and accessories.

2) Assume or assign contract work and supplies in general, signing the related contracts and any other related and consequent deed, including contracts for the temporary association of companies.

3) Stipulate, modify and resolve contracts with freelance personnel and professionals.

4) Hire and dismiss workers and employees in general, including managers, determining their tasks and remuneration.

5) Stipulate, modify and resolve agency and trade representation contracts in general.

6) Stipulate, modify and resolve insurance, rent and lease contracts, and resolving the same.

7) Represent the Company with the Revenue Service and Administrative and Tax Commissions of any order and level, underwriting petitions, appeals, complaints and whatever else is necessary, with powers to appoint special attorneys.

8) Represent the Company with the Bank of Italy, and other similar organisms, with powers to sign all documents or files that may be necessary, exonerating such organisms from any responsibility with regard to the present proxy.

9) Represent the Company with customs, railway, tram, maritime, air and transport companies in general, post and telegraph offices in all shipping, import and collection of goods, valuables, packages, belongings, and letters, including registered and insured mail.

10) Represent the Company in labour litigation.

11) Participate in and bid at public auctions.

12) Stipulate, modify, withdraw from and terminate leasing contracts for fixed and non-fixed assets, also registered, and carry out the necessary maintenance; stipulate, modify and terminate financial and operating leases.

13) Present for collection, collect, issuing the relevant receipt, amounts, receivables, bills, security deposits, cheques and receivables in general, invoices, money orders, Treasury bonds, guarantee deposits from the Issuing Bank, the Cassa Depositi e Prestiti, post offices, tax offices and treasuries, and any other public or private office. Represent the Company in Court proceedings and in litigation on the collection of receivables.

14) Issue money drafts on customers and debtors in general.

15) Endorse cheques, bills and transfers in general, both for discounting and deposit on the Company's current accounts, both with banks and post office.

16) Endorse cheques in favour of third parties, make money transfers and write cheques for cashing at banks, also against overdrafts covered by lines of credit, or post offices against deposits.

17) Transfer funds among banks within credit lines available, also between the Company and its subsidiaries.

18) Issue short-term commercial paper.

19) Repay loans.

20) Establish relationships with banks, credit institutions, post offices, signing contracts concerning the opening of said accounts. Negotiate and accept lines of credit and overdraft lines signing any related contract in the name of the Company.

21) Underwrite, accept and endorse bills and credit documents in general.

22) Transfer receivables for any reason.

23) Issue on behalf of the Company guarantees, joint obligations, secured guarantees in favour of third parties, including Group companies.

24) Exercise voting rights and represent the Company in Shareholders' meetings of companies, consortia and other entities in which it holds a stake, in addition to exercising all other rights of the Company vis-à-vis its stake in other companies, consortia and other entity in which it holds a stake.

25) Stipulate purchase contracts – including by means of the incorporation of companies and associations of companies – or contracts for the acquisition or sale of investments in other companies or businesses.

26) Request any competent Authority administrative and police licenses, in particular commercial licenses, also putting them provisionally in its own name as legal representative of the Company.

27) Transact, and settle arbitration, also out of Court, initiate petitions, appeals and complaints, initiate administrative and legal action at any stage and degree and in any proceeding, also cautionary and injunctive, holding legal representation of the Company in Court both as recurrent and defendant, also for revocation and cassation proceedings, appointing lawyers and attorneys in litigation, legally representing the Company with any Authority.

28) Protest, request injunctions, promote conservative and executive deeds, intervene in bankruptcy proceedings requiring amounts receivable, declaring their true existence.

29) Grant loans to employees and third parties, granting advances for intellectual property rights.

30) Represent the Company with Consob (the stock market regulator) and against the companies managing the stock market in proceedings eventually arising before the same, with powers to draft communications and/or any other deed or document pursuant to laws and regulations applicable.

31) Sign the report on issues in agenda for the Shareholders' Meeting pursuant to article 125-ter of Legislative Decree 58/1998, and applicable norms and the notice calling Shareholders' Meetings.

32) Carry out any operation with factoring and leasing companies, underwriting the related contracts.

33) Deposit on behalf of the Company securities for deposit and administration, in addition to retrieving securities deposited with banks, issuing the related receipt.

34) Negotiate advances on securities or goods.

35) Negotiate the opening of credit with powers to sign all documents relating to import and export operations, including the related foreign-exchange forms, declarations attesting price and assuming responsibilities.

36) Negotiate loans in euro and/or any other currency, with powers to sign any related document.

37) Confer, modify and/or revoke general proxies and confer, modify and/or revoke special proxies for individual deeds or category of deeds.

38) Sign the correspondence in the name of the Company.

39) In addition to the above mentioned powers, representing a non-exhaustive example, all management powers belonging to the Board of Directors, with the exception of those otherwise reserved by Law, with legal representation and single signature.

Mr. Giovanni Rosani is the Chief Executive Officer of the Company. No occurrence of any interlocking directorate situation may be currently envisaged.

Granting management powers to the Chair ensures that there is uniform strategic direction within the Group. In addition, this structure is considered appropriate in light of the size of the Company.

In line with Recommendation 32 of the Code, by resolution of the Board dated April 29, 2024, Mr. Giovanni Rosani, in his capacity as Chief Executive Officer, was also given the responsibility for implementing the guidelines set by the Board (as provided by Recommendation 34 of the Code of Corporate Governance) through the planning, management and monitoring of the internal control and risk management system, monitoring its adequacy and efficacy. For more information we refer to paragraph 9.1 below.

The Managing Director is also in charge of ensuring that the organisational, administrative and accounting organization of the Company is adequate in respect of the nature and dimensions of the same (see article 16, paragraph 6 of the By-laws).

Director Aldo Bottini Bongrani, who was appointed Vice Chair by Board resolution on April 29, 2024, is granted the powers listed below, in addition to those assigned to him pursuant to the By-laws:

1) In case of absence or impediment of the Chair and Managing Director - ascertained by the Board of Directors - all ordinary management powers held by the Board, with legal representation and single signature, except for those powers which cannot be delegated by law;

2) Manage relationships and relations with employees and their families, of non-profit humanitarian associations in general and of all those organisations which, as per the statute, carry out solidarity, social and civil activities;

3) Identify any acquisition opportunities, manage relationships with relevant stakeholders and appointed external consultants, participating in the contract definition process;

4) Manage special projects, such as any identification of properties for expansion of manufacturing and commercial activities and any other projects as may be defined by the Board of Directors or the Managing Director.

Chair and Vice Chair

According to the By-laws, the Chair of the Board holds powers to chair the Shareholders' Meeting (article 13), call Board meetings (article 17), in addition to holding the legal representation of the Company against third parties and in Court (article 19), and to delegated powers as specified above.

On April 29, 2024, the Board of Directors confirmed Managing Director, Mr. Giovanni Rosani as Chair.

The Board deems the conferral of powers to manage the Company to the Chair to be consistent with the organizational needs of the Company which are the smooth functioning of its Board of Directors, in view also of its size. As this is the case, we remind that the Company appointed Director Paola Carrara as Lead Independent Director pursuant to the Code. For further information regarding the Lead Independent Director we refer to paragraph 4.7 below.

The Vice Chair Aldo Bottini Bongrani, also confirmed in his role by the Board on April 29, 2024, has substitute responsibilities with respect to those of the Chair (article 16 of the By-laws).

Executive Committee

The Board of Directors did not create an Executive Committee among its members.

Information to the Board of Directors and Board of Statutory Auditors

As prescribed in art. 16 of the By-laws, the Managing Director informed the Board of Directors and the Board of Statutory Auditors in a timely manner and at least on a quarterly basis at Board meetings on: (i) activities implemented in compliance with their proxies; (ii) the operating performance of the Company and their outlook; (iii) the most significant corporate events, either by dimension or characteristics, involving the Company or its subsidiaries, and (iv) Transactions with Related Parties, in compliance with the internal procedure described in paragraph 10 below.

Other Executive Directors

Note that the Company's other executive directors are Franco Celli and Felice Albertazzi, due to the management duties they hold within the Issuer. With reference to Franco Celli, as of March 1, 2025, he is no longer an executive director since he has not held executive powers since that date, although he remains on the Board of Directors as a member without executive powers.

4.7. INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTORS

Pursuant to the joint provisions of articles 147-ter, paragraph 4 and 148, paragraph 3 TUF and in compliance with the provisions of article 2.2.3, paragraph 3, letter m) of the Stock Market Regulation and Recommendation 7 of the Code, the Board of Directors currently includes two Independent Directors (Paola Carrara and Elisabetta Ceretti), each of which declared:

• (i) that they are not a spouse, relative or relation up to the fourth degree of the Issuer's Directors, nor is she a director, spouse, relation up to the fourth degree of the directors of the Issuer's subsidiaries and parent companies and of those companies subject to joint control with the Issuer;
• (ii) that they are not linked to the Issuer or its subsidiaries, parent companies or companies subject to joint control, or to the Issuer's Directors and the persons mentioned in the previous point, by independent or subordinate work relations or other financial or professional relationships that compromise independence;
• (iii)that they are not a significant shareholder of the Company;
• (iv) that they are not, or has not been in the previous three financial fiscal years, an executive director or employee:
  • a. of the Company, a strategically important subsidiary of the Company or a company under joint control;
  • b. of a significant shareholder of the company;
• (v) not to have, or not to have had in the previous three financial years, directly or indirectly (for example, through subsidiaries or companies managed as an executive director, or as a partner in a professional firm or consultancy company), a significant commercial, financial or professional relationship:
  • a. with the Company or its subsidiaries, or with the relevant executive directors or top management (meaning, pursuant to the Code, "top managers who are not members of the board of directors and who have the power and responsibility for planning, directing and controlling the activities of the company and the group");
  • b. with a person who, also together with others through a shareholders' agreement, controls the Company or with the executive directors or top management of the parent company;

• (vi) that they do not receive, or has not received in the previous three financial years, from the Company, one of its subsidiaries or the parent company, any significant remuneration in addition to the fixed remuneration for the office and the remuneration for participation in the committees;
• (vii) not to have been a director of the Company for more than nine financial years, including non-consecutive ones, in the last twelve financial years;
• (viii) not to cover the position of Executive Director in any other company in which another Executive Director of the Company holds a position as director;
• (ix) not to be a partner or director of a company or entity that is part of the network of the independent auditors of the Company;
• (x) not to be a close family member (meaning, among others, parents, children, the spouse not legally separated, the cohabitant partner more uxorio and cohabitant family members) of a person who is in one of the situations referred to in the points above.

It should be noted that, on November 12, 2020, the Board of Directors, in compliance with the provisions of Recommendation 7 of the Code of Corporate Governance, defined, in the BoD Regulation, the quantitative and qualitative criteria for evaluating the significance of financial, equity or professional relations, pursuant to letters c) and d) of the aforementioned Recommendation 7, capable of compromising the independence of its members. In particular, the Board set forth that:

• − with reference to the commercial, financial or professional relations pursuant to letter c), the following quantitative parameter is to be considered: the fee received for the commercial, financial or professional relationship must not exceed €20 thousand per annum (net of VAT and any Social security funds). This parameter is understood to be separate from those pursuant to letter d) and, therefore, the observance of each threshold will be evaluated without the accumulation of the amounts received according to the two items. The parameter must not be exceeded in any of the three years prior to the evaluation of independence;
• − With reference to the additional remuneration received in the previous three-year period pursuant to letter d), the amount of €20 thousand per annum (net of VAT and any Social security funds) is to be considered. This parameter is understood to be separate from those pursuant to letter c) and, therefore, the observance of each threshold will be evaluated without the accumulation of the amounts received according to the two items. The parameter must not be exceeded in any of the three years prior to the evaluation of independence.

The Board assesses the existence and continuation of requisites described above, based on information that parties involved are required to supply under their responsibility, or of any other information otherwise available to the Board.

The possession of prerequisites for independence pursuant to Recommendation 7 of the Civil Code (also taking into account the above criteria) and of par. 3, letters b) and c) of article 148 of TUF of Independent Directors currently in office were verified by the Board at its meeting of April 29, 2024 at which they were appointed5 and, subsequently, at the meeting held on March 13, 2025.

Independent Directors pledged to maintain their independence throughout their mandate and in any case to inform with no delay the Board of Directors on possible events or situations that may compromise their independence.

Pursuant to art. 15, paragraph 4 of the Company's By-laws, the loss of the requisite for independence of an Independent Director provided for in art. 148, paragraph 3 of TUF, does not determine their revocation in case these requisites continue to hold for a minimum number of Directors that must possess them in accordance with the Law.

⁵ Following the Board meeting held on April 29, 2024, the Company disclosed the result of its evaluations through a press release published pursuant to article 144-novies, paragraph 1-bis, of the Consob Issuers' Regulation.

In carrying out the above assessments, the Board applied all the criteria provided for in the Code and considered all the information in its possession.

At its meeting of January 30, 2024, the Board of Statutory Auditors verified that the criteria and procedures used by the Board of Directors in assessing requisites for independence were applied in a correct manner.

Independent Directors regularly attended all Board meetings held in the year. The number and skills of the Independent Directors are deemed adequate for the needs of the business and the functioning of the Board and its Committees.

During the year, the independent directors took part, on December 16, 2024, in a meeting specifically called, separate and different from the meetings of the internal Board committees. The meeting was geared towards exchanging opinions and comments regarding the quality of information flows, the functioning of the Company's governance mechanisms and control structure, and ESG issues. Minutes of these meeting were regularly kept.

As provided for in the Civil Code and there applying conditions set forth therein, on April 29, 2024, the Board appointed Director Paola Carrara as Lead Independent Director, to whom the Non-executive Directors, and especially Independent Directors, shall refer for coordination of their action and cooperate with the Chair to ensure that Directors receive a complete and timely information flow.

The Lead independent director, being an Independent Director competent in the field of accounting and finance, also covers the position of Chairman of the Appointments and Remuneration Committee and Chairman of the Control and Risk Committee.

5.0. HANDLING OF COMPANY INFORMATION

Privileged information

Since 2007, the Issuer's Board has adopted a procedure for the internal management and disclosure of privileged information, pursuant to articles 114 and 181, TUF.

The Procedure was subsequently updated in 2013, 2016 and 2018 also in order to incorporate the changes introduced by the "Market Abuse" Regulation and related implementing provisions, as well as the guidelines issued by the European Securities and Markets Authority (ESMA) and the recommendations contained in Guidelines no. 1/2017 on the subject of "Management of privileged information".

Lastly, the "Procedure for the management of Privileged Information and the Register of persons who have access to it" was revised and updated by the Board of Directors on September 9, 2021 and can be consulted on the Issuer's website at www.cembre.com, in the section "Investor Relations - Corporate Governance - Procedure for the management of privileged information".

Internal Dealing

With regard to the management of disclosure obligations set out in the Internal Dealing Code pursuant to art. 114, paragraph 7, TUF, and art. 152-sexies, 152-septies and 152-octies of the Consob Issuers' Regulation, since 2006 the Issuer's Board has adopted the "Procedure for the fulfilment of Internal Dealing obligations", aimed at ensuring maximum transparency and uniformity of information to the market, which was subsequently updated in 2007, 2013 and 2018, also in order to implement the amendments introduced by the "Market Abuse" Regulation and Consob Resolution no. 19925 of March 22, 2017.

Details of the transactions subject to the regulations carried out during the year are available on the Issuer's website www.cembre.com, under section "Investor Relations - Internal Dealing".

6.0 BOARD OF DIRECTORS' INTERNAL COMMITTEES (pursuant to art. 123-bis, paragraph 2, letter d) TUF)

Within the Board, the Appointments and Remuneration Committee, the Control and Risks Committee and the Related Party Transactions Committee, have been established. In this regard, please note that the Appointments and Remuneration Committee and the Control and Risks Committee appointed on April 29, 2024 consist of two non-executive independent Directors, as permitted by Recommendation 16 of the Code of Corporate Governance. We refer to paragraph 12 below for information on the Committee for Related Parties Dealing.

The Board determined the composition of the Committees by giving priority to the expertise and experience of their members: this criterion guided the choice of the Independent Directors as members of both Committees. The concentration of duties in these Directors was not deemed excessive, as these Directors have demonstrated to have ample time to perform their assigned duties.

Pursuant to Recommendation 11 of the Code of Corporate Governance, at the meeting on November 12, 2020, the Board of Directors adopted the regulations that define the rules of operation of the Appointments and Remuneration Committee and the Control and Risk Committee, including the methods of meeting minutetaking and the procedures for the management of disclosures to directors.

In particular, the Committees' Regulations govern the Committees' duties and the procedures to be followed for meetings and resolutions.

The Regulations require the explanatory documents relating to the items to be discussed to be sent to all Committee members at least one day before the meeting. During the year, the deadline was met, partly thanks to using digital tools that make it possible to simultaneously provide all participants the materials relating to the items on the agenda as soon as they are prepared.

Additional committees (other than those required by regulation or recommended by the Code)

No further committees have been set up by the Issuer. It was not deemed necessary or appropriate to establish a specific committee to support the Board in its analysis of issues relevant to long-term value generation, as this analysis is conducted by the Board in its plenum.

7.0 SELF-EVALUATION AND SUCCESSION OF THE DIRECTORS - APPOINTMENTS COMMITTEE

7.1 SELF-EVALUATION AND SUCCESSION OF THE DIRECTORS

On March 11, 2021, in view of the renewal of the administrative body, based on a specific questionnaire distributed to directors, divided into different areas of investigation (i.e. composition, structure, size and functioning of the Board, interaction with management, risk governance, composition and structure of committees, etc.) and with the possibility of expressing comments and proposals, the Board carried out its annual assessment pursuant to Recommendation 21 of the Code, deeming the composition and functioning of the Board and its internal committees as adequate for the management and organizational needs of the Company, keeping into account the presence, on a total of eight members, of four Non-Executive Directors, of which two Independent Non-Executive Directors, that ensure an appropriate composition of the internal Board committees. In addition, the Directors deemed the composition of the Board of Directors to reflect an adequate diversity of profiles in relation to aspects such as age, gender composition, training and professional development.

In line with Recommendation 22 of the Code, which recommends that the self-evaluation process will be conducted every three years, at the beginning of 2024 the Board conducted the self-assessment process in view of the renewal of the Board, which took place at the Shareholders' Meeting called to approve the financial statements as of December 31, 2023. The board review was carried out by completing special questionnaires

divided into different survey areas, also including the opportunity for individual board members to provide comments and detailed answers. The Appointments and Remuneration Committee supported the Board and the Chair of the Board in ensuring the adequacy and transparency of the self-assessment process. Specifically, in view of the imminent renewal of the Board, the analysis focused on salient aspects such as the size, composition and actual functioning of the Board and its committees, having regard to the role played by the Board in defining strategies and monitoring management performance and the adequacy of Cembre's internal control system. The investigation also focused on the management of information flows between the Board and the top management and the adequacy of the number and role of the independent directors.

Based on the results, it was found that the Board operates in substantial conformity with the Code and best practices, at both Italian and international level, and the Directors expressed their general satisfaction with the functioning of and activities carried out by the Board and its committees.

With regard to the areas for improvement identified, in the context of a high level of appreciation for the work done by the Board of Directors as well as the individual elements characterising its functioning, a number of suggestions were made concerning ESG issues.

With regard to the optimal composition of the Board of Directors, please refer to paragraph 4.3 of this Report.

Succession plans

In view of the dimension and the organisational structure of the Issuer, in addition to the practice of appointing as Executive Director individuals who have matured a significant experience within the Company, due to the unique characteristics of the sector and the need for specific competence and knowledge, the Board of Directors did not deem it necessary to adopt a plan for the succession of Executive Directors. Moreover, with the entry into force of the Code, as from financial year 2021 the adoption of such a plan (as well as of adequate procedures for the succession of top management) is recommended to large companies, a category to which the Issuer does not belong.

7.2. APPOINTMENTS COMMITTEE

As allowed by the Code's Recommendation 16, the Issuer has set up a single internal committee with functions regarding both the appointment of directors and remuneration. Information about the Appointments Committee will therefore be provided in section 8.2 below.

8.0 DIRECTORS' REMUNERATION - REMUNERATION COMMITTEE

8.1 THE REMUNERATION OF DIRECTORS

The remuneration of Directors is set by the Shareholders' Meeting.

Pursuant to article 21, second paragraph , of the By-laws, the Shareholders' Meeting may determine an overall compensation for all Directors, including those holding particular proxies, and can moreover assign compensation, in full or in part, in the form of participation in the profit of the Company or the assignment of rights to underwrite shares of the Company to be issued at a pre-set price.

The "Remuneration Policy", adopted by the Board on March 13, 2025 at the proposal of the Appointments and Remuneration Committee, is described in Section I of the Remuneration Report.

A more detailed description of the Remuneration Policy and of compensation paid in the year to Directors, other than the summary contained below, is provided in Sections I and II of the Remuneration Report available on the Issuer's website www.cembre.com in the Investor Relations section.

For information on the integration of sustainability-related performance in incentive schemes in accordance with ESRS 2 - Par. 27 and 29, please refer to the Sustainability Report, Section ESRS 2 - GOV-3.

8.2 APPOINTMENTS AND REMUNERATION COMMITTEE

On April 29, 2024, the Board of Directors resolved to establish, as permitted by the Code, a committee with both the functions of appointing directors and remuneration functions and, therefore, to set up an Appointments and Remuneration Committee; this is in order to ensure the company has a Committee also responsible with carrying out the functions of appointment of directors, without burdening the company's governance structure with the formation of an appropriate committee.

At the meetings on November 12, 2020 and February 25, 2021, the Board of Directors firstly approved and subsequently updated the Regulation of the Appointments and Remuneration Committee in order to align its functions with the provisions of Recommendations 19 and 25 of the Code.

Composition and functioning of the Appointments and Remuneration Committee (ex art. 123 bis, paragraph 2, letter d), TUF)

The Committee in office until April 29, 2024 and the Committee currently in office were established by Board resolutions of April 27, 2021 and April 29, 2024, respectively, and consist of two members, exclusively nonexecutive Directors, all independent, who are:

• Paola Carrara Independent Director acting as Chair;
• Elisabetta Ceretti Independent Director

Functions of the Appointments and Remuneration Committee

In consideration of the attribution to said committee of both the functions of appointing directors and the remuneration functions, it is necessary to distinguish between the functions it performs when acting in one capacity or the other.

(i) when acting as the Appointments Committee, it supports the Board, at the request of the latter, with the following activities:

• self-evaluation of the administration body and its committees;
• any definition of the optimal composition of the administration body and its committees;
• identification of candidates for the office of director in the event of co-optation;
• any presentation of a list by the outgoing administration body;
• any preparation, update and implementation of the plan for the succession of the CEO and other executive directors.

(ii) when acting as the Remuneration Committee, it is responsible for:

• supporting the Board with the preparation of the "Remuneration Policy" outlined in Section I of the Remuneration Report;
• submitting proposals or expressing opinions on the remuneration of executive directors and other directors who hold specific responsibilities, as well as on the setting of performance objectives related to the variable component of this remuneration;
• monitoring the practical application of the Remuneration Policy and verifying, in particular, the actual attainment of the performance objectives;
• periodically evaluating the adequacy and overall consistency of the Remuneration Policy of directors and top management.

The proposal relating to the compensation to be allocated to the directors vested with special offices is formulated by taking into consideration the mandatory opinion of the Board of Statutory Auditors pursuant to art. 2389 of the Italian Civil Code.

The Committee also formulates proposals for the breakdown of any total compensation established by the Shareholders' Meeting among the individual members of the Board.

The Committee also carries out advisory functions regarding the remuneration that the Board of Directors sees fit to request, from time to time, from the Committee itself.

With regard to the requirements set forth in Recommendation 26 of the Code of Corporate Governance with respect to the composition of the committee responsible for remuneration matters, please note that Paola Carrara has consolidated financial and remuneration policy experience deemed suitable at the time of appointment.

Pursuant to Recommendation 26 of the Code of Corporate Governance, Directors must abstain from participating in meetings at which their own remuneration is discussed. In defining said remuneration, the Committee duly takes into consideration the consistency of remuneration recognised in previous mandates, the adequacy of commitments undertaken and responsibilities for positions held, professional qualifications held by the persons involved and the size of the Company, the Group and the related growth prospects.

In the year, the Appointments and Remuneration Committee met on March 5, 2024 to assess the adequacy, consistency and concrete application of the Remuneration Policy, approve the updated Remuneration Report, update the list of beneficiaries of the Incentive Plan based on Cembre shares adopted by the Company pursuant to article 114-bis TUF. The Committee also verified the achievement of the targets set for the year 2023 and expressed its favourable opinion on the Managing Director's proposal on the targets underlying the executive director incentive system for the year 2024. Lastly, the Committee confirmed the achievement of the targets set for the Managing Director's 2021-2023 Long-Term Incentive.

Subsequently, on April 29, 2024, the Committee met to develop the proposal to the Board of Directors in relation to the division of the directors' remuneration approved by the Shareholders' Meeting on the same date.

Finally, on November 8, 2024, the Committee met to develop the proposal to the Board of Directors in relation to the Managing Director's medium/long-term incentive scheme for the 2024-2026 period.

The Chair of the Board of Statutory Auditors, and at time the entire Board of Statutory Auditors, participated in the meetings. The average duration of meetings was about one hour and thirty minutes. The meetings were coordinated by the Chair and minutes were duly taken. Notice of the Committee's work shall be given at the first available Board meeting.

In the current year, a meeting of the Appointments and Remuneration Committee has already been held on March 10, 2025, in which the Committee assessed the adequacy, consistency and concrete application of the Remuneration Policy, approved the updated Remuneration Report, defined the guidelines of the STIs of the Executive Directors and verified the achievement of the objectives set for the year, in addition to updating the list of beneficiaries of the Incentive Plan.

The Appointments and Remuneration Committee has no expense budget as it normally makes use, in carrying out its tasks, of the resources and structures of the Company. The Committee, where necessary, may avail itself of the work of independent external consultants, within the limits of the budget determined by the Board of Directors from time to time.

Additional information regarding the structure of Board committees at the end of the year and the meetings held is provided in Table 3 in the appendix to this Report.

9.0 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISK COMMITTEE

The Board defines the nature and level of risk compatible with the strategic objectives of the issuer - including in its evaluations the main risks that may take on significance with a view to the medium/long-term sustainability of the issuer's activities - and defines the guidelines for the internal control and risk management system, intended as a set of rules aimed at monitoring the efficiency of company operations, the reliability of financial information, the respect for laws and regulations, and the protection of the Company's assets.

To such end, the Board, having received the opinion of the Control and Risk Committee:

• (i) sets the guidelines for the internal control and risk management system aimed at ensuring that these risks are correctly identified and adequately measured, monitored, managed and evaluated, also in relation to the safeguard of company assets and the correct conduct of the Company, in line with the strategic objectives set;
• (ii) verifies periodically, and in any case at least annually, the adequacy, efficacy and effective functioning of the internal control and risk management system.
• (iii) approves, at least annually, the plan prepared by the manager responsible for Internal Audit, having heard the Board of Statutory Auditors and the Chief Executive Officer;
• (iv) evaluates, after consulting with the Board of Statutory Auditors, the comments of the Independent Auditing firm in the letter of suggestions, where issued, and in the auditing letter issued by the legal audit.

Moreover, the Board - upon proposal of the Chief Executive Officer and subject to the favourable opinion of the Control and Risk Committee - and after having consulted the Board of Statutory Auditors:

• (a) appoints and revokes the responsible for Internal Audit;
• (b) ensures that the same has adequate resources to carry out their task;
• (c) sets their remuneration in line with corporate policies.

In line with international models and best practices (COSO Internal Control - Integrated Framework), Cembre's internal control system is based on the following key elements:

• a) Control environment: it is the environment in which individuals operate and it represents the internal control culture that permeates the organization. It is made up by the following elements: corporate organizational chart, system of proxies, organizational rules, administrative and accounting control model as per Law 262/2005 and Organization, management and control model as per Legislative Decree 231/2001, inclusive of Code of Conduct, of which it is an integral part, as well as the Anti-corruption Policy, procedures contained in the Integrated Management System, procedure for the Management of privileged information and the register of persons who have access to it, procedure for Related Party Transactions, procedure for the compliance with internal dealing requirements.
• b) Identification and assessment of risks: it is the periodic process through which the Company identifies and analyses the main risks faced by the Group (e.g. general, financial, operational risks, etc.) and the related management and control instruments. Particular attention is dedicated to the analysis of administrative and accounting risks, relating to financial reporting, and of the monitoring of risks identified.
• c) Control activities: it is the set of control rules and procedures put in place to allow the monitoring and control of corporate risks to reduce them to an acceptable level and ensure the achievement of corporate objectives. It consists of the following elements:
  • i. Administrative and accounting control procedures: set of corporate procedures for the preparation and disclosure of accounting information (e.g. Group accounting manual, administrative and accounting procedures, managerial accounting forms, financial statement operating instructions);
  • ii. Corporate procedures for the avoidance and monitoring of operating risks, such as: integrated management system (quality, environment, occupational health and safety, prevention of corruption), compliant with the respective reference ISO standards, etc.
• d) Information and communication: is the process created to ensure the accurate and timely collection and communication of corporate information. With reference to financial information, the Accounting Control Model adopted by the Company pursuant to Law 262/2005, sets rules and procedures for the correct drafting of accounting records (see the next chapter below for more information);
• e) Monitoring activities: is the set of activities necessary to verify and evaluate periodically the adequacy, operational efficiency and efficacy of internal controls. With particular regard to financial information, it currently focuses on the periodical valuation and reporting process regarding the adequacy and effective application of procedures and controls on financial reporting, such as to allow the Managing Director and the person in charge to issue the attestations and statements required pursuant to article 154 bis, TUF (see the next chapter below for more information).

For the information required by ESRS 2 - Par. 19, 20(b), 22, 24 and 26 on the roles and responsibilities of the administration, management and supervisory bodies in overseeing procedures to manage material risks, impacts and opportunities, as well as on how the administration, management and supervisory bodies are informed about sustainability matters, please refer to the Sustainability Report, Section ESRS 2 -GOV-1 and GOV-2 and the previous par. 4.1 of the Report.

Main characteristics of the risk management and internal control systems in connection with financial reporting

- Foreword

As an integral part of its internal control system, Cembre defined its own Administrative-Accounting Control Model in which rules for the management of risk and internal control relating to financial reporting are set forth.

The system is aimed at ensuring a reasonable credibility, accuracy, reliability and timeliness of financial information.

- Organisation of the risk management and internal control system in connection with financial reporting

Based on the content of the Administrative-Accounting Control Model, the main characteristics of the risk management and internal control system in connection with financial reporting are described below:

a) Phases of the risk management and internal control system regarding the financial reporting process

a1. Identification and evaluation of risks on financial reporting

The risk identification and evaluation process (risk assessment) relating to accounting and financial reporting is carried out at least yearly by the Director in charge of the Internal Control System with the possible help of the Person in charge of Internal Audit and shared with the Managing Director.

The risk assessment process consists of the following activities:

• o analysis and selection of relevant accounting information disclosed to the market (analysis of last statutory and consolidated annual report or last half-year report available, to identify main risk areas and related relevant processes);
• o identification of relevant subsidiaries and significant administrative and accounting areas, for each item in the consolidated financial statements, based on set quantitative criteria;
• o identification and valuation of risks inherent to significant administrative and accounting areas in addition to the related processes and flows upstream from the same, based on the analysis of qualitative and quantitative indicators (including the risk of errors that may affect to a relevant degree financial reporting);
• o communication, to the sectors involved, of the target areas for which it is necessary to prepare and/or update administrative and accounting procedures.

a2. Identification of controls on risks identified

Cembre devised a system of administrative and accounting procedures to comply with requirements regarding the drafting of accounting documents pursuant to article 154-bis, TUF, introduced by Law 262, December 28, 2005.

The set of procedures defines "Matrices for the administrative and accounting control", describing existing control procedures for each administrative and accounting process selected through periodical risk assessments, indicating, among other items:

o objective of control in connection with financial reporting;

o description of current control;

o person in charge of the control;

o frequency.

The matrix indicates "key checks": these are controls whose absence can represent a deficiency in the administrative and accounting internal control system. Controls described in the matrices can be considered an integral part of the Group's administrative and accounting internal control system. These matrices must be used as an instrument for the selection of controls applied in the periodic assessments of the administrative and accounting internal control system. Matrices are continuously updated by the persons in charge of Internal Control who communicate to the Director in charge of the Internal Control any relevant change occurred, sharing decisions on the necessary update to be carried out.

A minimum set of controls based on Process Level Matrix Template (PLM) and elaborated on the control matrices applied for the parent company were set for subsidiaries and used as a documentation, check and evaluation instrument for the respective administrative and accounting internal control system.

a3. Evaluation of controls for risks identified:

The verification and periodic evaluation of the adequacy, operation and effectiveness of administrative and accounting controls is structured into the following three phases:

• o Continuous supervision, on the part of persons in charge of the supervision or the Company, applicable to the operations of the Company (e.g. verification of consistency of company operations within the Group's administrative and accounting procedures; verification of the update of matrices for administrative and accounting controls used; information provided to the Director of accounting and financial control regarding periodical verifications carried out on the update of procedures and of matrices, etc.).
• o "Independent testing", carried out by the Appointed Director and the Internal Audit function and aimed at evaluating the adequacy of the design and the efficient operation of controls performed. Testing activity is carried out on the basis of the General Audit Plan prepared by the Appointed Director and integrated with specific "262" actions included in the General Audit Plan, reviewed and approved by the Appointed Director, the Control and Risk Committee and the Managing Director.
• o Monitoring, carried out by the Director responsible for Internal Audit on the basis of information provided by the Internal Audit Department, to supervise the update of the set of procedures and the actual implementation of controls identified in administrative and accounting procedures.

The result of verifications described above regarding the adequacy and operating effectiveness of the accounting control system is communicated by the Manager in charge of drafting the Company's accounts to the Board through a continuous flow of information.

b) Roles and positions involved

The Organisation, Management and Control Model describes the roles and responsibilities of persons involved to various degrees in the drafting and/or control of financial reporting of the Cembre Group.

In particular we list below the main responsibilities of persons involved in supervising the correct functioning of the system:

• the Board of Directors is responsible for appointing the Manager in charge of drafting the Company's accounts and ensuring that the same possesses adequate requisites (in terms of authority, professional profile and independence), powers and means to carry out the tasks assigned; promoting a periodical flow of information through which the Manager in charge of drafting the Company's accounts may report on the results of activities carried out and possible critical factors emerged, with the aim of sharing decisions on action to be taken to overcome critical factors. In carrying out its task, the Board of Directors is assisted by the Control and Risk Committee that has both a consulting and prompting function, with reference also to the internal administrative and accounting control system;

• the Managing Director is responsible for implementing and monitoring the correct application of the accounting control model and of the related Internal Control System, with particular reference to the administrative and accounting procedures; for validating, in agreement with the Appointed Manager, the results of the periodical risk assessment activity; for evaluating the efficacy of procedures implemented, keeping into account information gathered by the Appointed Manager; for reviewing all other financial information disclosed to the market (among which, in particular, quarterly reports);
• the Manager in charge of drafting the Company's accounts and records, in addition to the responsibilities assumed jointly with the Managing Director, is required to evaluate and monitor the level of adequacy and operative efficiency of the internal administrative and accounting control system, through adequate information gathering;
• the Internal Audit Department supports the Managing Director and the Appointed Manager in evaluating the stage of formalization and update of procedures and matrices for the administrative and accounting controls; it is also responsible for providing advice on control principles, reference methods and models; for carrying out independent control, analysis and supervision, both at the central and local level, presenting results to the Managing Director, the Appointed Manager and to management, providing suggestions as to how to devise corrective action and monitoring the implementation of corrective action defined by management in the context of analysis and verifications made, through successive follow-up phases.

Persons in charge of Internal Control and of subsidiaries that are involved in the drafting and management of accounting and financial information, are responsible for the correct functioning and update of the accounting control system limited to all processes and flows under their responsibility, in agreement with the Appointed Manager.

In the year and specifically at the meetings held on February 26 and September 5, 2024, the Control and Risk Committee reported to the Board on its activity, the results of verifications carried out and the functioning of the internal control system, highlighting how the latter resulted appropriate in view of the dimensions and organisational and operating structure of the Company.

At the meeting held on March 14, 2024 and March 13, 2025, the Board of Directors resolved, pursuant to Recommendation 33 of the Code, to deem adequate, effective and functioning the internal control and risk management system in view of the characteristics of the Company and the risk profile set, based on the periodic reports by the Control and Risk Committee and the Head of Internal Audit, as well as the checks and controls carried out by the managing directors and executive directors.

For the information required by ESRS 2 - Par. 34 and 36 on the main features of the internal control and risk management systems in relation to the sustainability reporting process, please refer to the Sustainability Report, Section ESRS 2 - GOV-5.

9.1 CHIEF EXECUTIVE OFFICER

On April 29, 2024, the Board appointed the Managing Director and Chief Executive Officer Mr. Giovanni Rosani for the establishment and maintenance of the internal control and risk management system.

The Chief Executive Officer;

(i) carried out the identification of main risks to which the Company is typically exposed (strategic, operational, financial and relating to compliance), taking into account its characteristics and those of its subsidiaries, in addition to the sector in which they operate;

(ii) implemented – through the design, management and monitoring of the internal control system – the guidelines set by the Board of Directors, reporting on its activity, where required, to the Board.

(iii) overseen the adaptation of the system to the operating conditions and the legal and regulatory framework in which it is applied;

(iv) reported with no delay to the Control and Risk Committee on problems and critical situations emerged in the course of his activity or of which it had in any case knowledge, so that the Committee could take appropriate action. During the year, no critical issues emerged that would require such disclosure.

The Chief Executive Officer may also request the Internal Audit Department to carry out controls on specific operational areas and to verify compliance with internal rules and procedures in the carrying out of company operations, giving immediate notice to the Chair of the Board of Directors, the Chair of the Control and Risk Committee, and the Chair of the Board of Statutory Auditors; no event requiring the exercise of this power occurred in the year.

In the exercise of these functions, the Chief Executive Officer made use of the cooperation of the Person in charge of Internal Audit.

9.2. CONTROL AND RISK COMMITTEE

The Board created a Control and Risk Committee among its members.

The Control and Risk Committee (formerly Internal Control Committee) was originally created by resolution of the Board dated May 14, 2004, pursuant to article 2.2.3, of the Stock Market Regulation. Subsequent to the appointment of the Board of Directors in office until April 29, 2024 and the new Board currently in office, respectively, it was formed by means of Board resolution on April 27, 2021 and April 29, 2024.

Composition and functioning of the Control and Risk Committee (ex art. 123-bis, paragraph 2, letter d) TUF)

The Control and Risk Committee in office until April 29, 2024 and that currently in office consists of two nonexecutive independent Directors:

• Paola Carrara – Independent Director – acting as Chair;

• Elisabetta Ceretti - Independent Director.

Both Paola Carrara and Elisabetta Ceretti have accounting and financial or risk management experience deemed suitable at the time of appointment. In particular, the Chair of the Committee, Paola Carrara, has this experience, since she is a Registered Accountant and holds professional positions also in favour of other listed companies.

In the course of the year, the Control and Risk Committee met 4 (four) times, on February 26, May 8, September 5 and November 8, with all members regularly attending all meetings. The Chair of the Board of Statutory Auditors participated in all Committee meetings. Upon invitation of the Committee, the Managing Director and Chief Executive Officer Mr. Giovanni Rosani, Claudio Bornati, in his capacity of Manager responsible for the preparation of the Company's accounts, Ms. Elena Morelli, responsible for Internal Audit, in addition to representatives of the Independent Auditors, participated to the meetings at times. Their participation was deemed useful for the purposes of the analysis of some of the items in the agenda.

Minutes of Control and Risk Committee meetings were coordinated by its Chair and minutes of the meetings were regularly kept.

The average duration of meetings was about one hour and fifty-five minutes.

At least 4 (four) meetings of the Control and Risk Committee are planned for the current year, one of which was already held on February 26, 2025.

Additional information regarding the structure of Board committees at the end of the year and the meetings held is provided in Table 3 in the appendix to this Report.

Responsibilities attributed to the Control and Risk Committee

The Committee, in supporting the administration body:

a) evaluates, having consulted the Manager responsible for the preparation of the Company's accounts, the Independent Auditor and the control body, the correct application of accounting standards and, in the case of groups, their consistency for the preparation of the Consolidated Financial Statements;

b) evaluates the suitability of the periodic financial and non-financial information, in correctly representing the business model, the company's strategies, the impact of its activities and the performances achieved, coordinating with any sustainability committee where appointed;

c) examines the content of the periodic non-financial information which is relevant for the purposes of the internal control and risk management system;

d) expresses opinions on specific aspects regarding the identification of the main corporate risks and supports the evaluations and decisions of the administration body relating to the management of risks deriving from prejudicial facts that have come to the knowledge of the latter;

e) examines the periodic reports and those of particular relevance prepared by the Internal Audit department;

f) monitors the autonomy, adequacy, efficiency and effectiveness of the Internal Audit department;

g) may entrust the performance of specific checks on operating areas to the Internal Audit department, simultaneously notifying the Chair of the Statutory Auditors of this;

h) reports to the Board of Directors, at least at the time of approval of the annual and half-year financial report, on the activities carried out and on the adequacy of the internal control and risk management system.

If identified by the Board of Directors as the Committee performing the functions set out in the regulation in force governing related party transactions, provides preventive opinions requested from time to time, at the moment of approval of these transactions by the competent body, pursuant to the Related Parties Procedure adopted by the Company.

The Committee and the Board of Statutory Auditors promptly exchange relevant information for the performance of their respective tasks.

The Control and Risk Committee is required to carry out its tasks in coordination with the Board of Statutory Auditors, the manager in charge of Internal Audit and the Managing Director, as Chief Executive Officer pursuant to the CG Code.

Within individual functions attributed to it, in the year the Control and Risk Committee verified the internal control system with particular regard to:

• progress made in the action plan for 2024 audit activities;
• the update of risk scoring, as per Law 262/05;
• the evaluation and monitoring of the adequacy of administrative and accounting procedures as per Law 262/05;
• the evaluation, together with the Manager in charge of preparing the Company's accounts, of the correct application of accounting principles and their consistency for the purposes of preparing the consolidated financial statements.

The Control and Risk Committee met with the Independent Auditors and the Board of Statutory Auditors to discuss the results of the auditing of the accounts of the parent company and the consolidated accounts. The Control and Risk Committee also invited to participate to meetings the Manager responsible for the preparation of the Company's accounts and the manager responsible for Internal Audit to discuss the update of internal audit activities in compliance with Law 262/2005 and Legislative Decree 231/2001.

At the Board meetings of March 14, 2024 and September 12, 2024, the Committee reported on the activity carried out and the state of the internal control system and read the Report of the Control and Risk Committee, respectively.

In carrying out its tasks, the Control and Risk Committee is entitled to access information and departments of the Company that may be necessary for the tasks assigned, in addition to making use of external consultants, at the conditions set by the Board of Directors.

The Control and Risk Committee has no expense budget as it makes use in carrying out its task of means and structures of the Company.

As illustrated in section 10 of this Report, the Issuer's Board of Directors entrusted the Control and Risk Committee with the functions of Committee for Related Party Transactions.

9.3. PERSON RESPONSIBLE FOR INTERNAL AUDIT

Starting with the 2016 financial year, the Company created an Internal Audit Department appointing a manager responsible from the ranks of the Company. In particular, on November 13, 2015, the Board of Directors, upon proposal of the Appointed Manager (Chief Executive Officer pursuant to the Code of Corporate Governance) and prior opinion of the Control and Risk Committee, having heard the Board of Statutory Auditors, appointed Ms. Elena Morelli, a Registered Accountant registered under no. 130984 in the National Public Accountant Register as Head of Internal Audit, effective January 1, 2016.

The Internal Audit Function reports directly to the Board of Directors as well as to the Chief Executive Officer, who is the director in charge of the internal control system. No operating areas report to the Head of Internal Audit. Internal Audit defines an annual "risk based" action plan based on the analysis and prioritisation of the main risks. The audit plan is illustrated and shared with the Control and Risk Committee with the cooperation of the Manager in charge of drafting the Company's accounts. The Board of Directors, after consulting with the Board of Statutory Auditors and the Chief Executive Officer, in addition to receiving the opinion of the Control and Risk Committee, on March 14, 2024 approved the action plan prepared by the Manager of the Internal Audit Department for the year, and approving on March 13, 2025 the work plan prepared by the Person Responsible for Internal Audit for 2025.

The Person Responsible for Internal Audit reported quarterly to the Control and Risk Committee, to whose opinion it also submits the action plan and the results of controls carried out.

The Person Responsible for Internal Audit is attributed the following tasks and powers:

• a) to verify, both as an ongoing process and in relation to specific needs and in compliance with international standards, the operation and adequacy of the internal control and risk management system through an audit plan approved by the Board of Directors based on a structured process for the analysis and prioritization of main risks;
• b) to draft periodic reports containing adequate information on the activity carried out, the manner in which risks are managed and the compliance with plans set for the containment of said risk. Periodic reports contain an assessment of the appropriateness of the internal control and risk management system;
• c) issue in a timely manner reports on events of particular importance;
• d) deliver the reports in paragraph (b) and (c) above to the Chair of the Board of Statutory Auditors, that of the Control and Risk Committee, that of the Board of Directors and the Chief Executive Officer;
• e) verify, within the audit plan, the reliability of information systems, including accounting systems.

On February 26, 2025, the Manager of the Internal Audit Department delivered to the Chair of the Board of Directors, as well as to the Chief Executive Officer, the Chair of the Control and Risk Committee and the Chair of the Board of Statutory Auditors an annual report on the activities carried out and on the overall adequacy, effectiveness and effective functioning of the internal control and risk management system of the Cembre

Group, of which Cembre S.p.A. is the parent company. As a result of audits carried out, the Manager of the Internal Audit Department concluded that no shortcomings or irregularities have emerged such as to suggest that the internal control and risk management system of the Cembre Group is not complete, inadequate, ineffective or non-functional as a whole.

The Person Responsible for Internal Audit may access directly all information that it may deem useful to carry out its tasks.

9.4 ORGANISATION MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001

The Issuer adopted a first version of the Organisation, Management and Control Model (the "Model") aiming at preventing crimes set forth in Legislative Decree 231/2001 (as subsequently amended), on March 25, 2008 taking into account the requirements of the same Decree in addition to the Guidelines issued by the Italian Industrial Association (Confindustria).

The exemption from administrative responsibilities provides for the mandatory creation of a Supervisory Body within the Issuer, having autonomous powers of initiative and control, responsible for verifying the Model execution and observance, overseeing its update.

The Supervisory Body in office until April 29, 2024 was appointed by the Board of Directors on April 27, 2021; it is made up by Fabio Fada (Chair), Paola Carrara (Independent Director) and Elena Morelli (Person in charge of Internal Audit). In this regard, please note that at the same meeting the Board of Directors deemed that, although the law allows for the attribution to the Board of Statutory Auditors of the functions of the Supervisory Body, a body established ad hoc, different from the Company's control body, is capable of providing more efficient and effective oversight. On April 29, 2024, the Board of Directors, in continuity with the previous term of office, confirmed the members of the Supervisory Body currently in office, i.e. Fabio Fada (Chair), Paola Carrara and Elena Morelli.

The offences envisaged by Legislative Decree 231/2001 on which the company saw fit to focus most attention based on its specific operations, as described in particular in the Model itself are those indicated in articles 24 (undue receipt of funds, fraud to the detriment of the State, a public body or the European Union or for the purpose of obtaining public funds, cyber-fraud to the detriment of the State or a public body and fraud in public procurement), 24-bis (cyber-crime and unlawful data processing crime), 24-ter (organised crime), 25 (embezzlement, misappropriation of money or movable property, extortion, undue inducement to give or promise benefits, bribery), 25-bis (counterfeiting of coins, falsification of legal tender and revenue stamps and identification instruments and distinctive signs), 25-bis.1 (crimes against industry and trade), 25-ter (corporate crimes), 25-quinquies (crimes against the individual), 25-sexies (market abuse), 25-septies (manslaughter or actual or grievous bodily harm committed with a violation of the workplace health and safety regulations), 25 octies (crimes involving the receipt of stolen goods, money laundering or use of money, assets or utilities of illegal origin, as well as self-laundering), 25-octies.1 (crimes on non-cash means of payment and fraudulent transfer of valuables), 25-novies (crimes involving copyright infringement), 25-decies (inducement to not make statements or make false statements to the Judicial Authorities), 25-undecies (environmental crimes), 25 duodecies (employment of illegally staying third-country nationals), 25-quinquiesdecies (tax offences), 25 sexiesdecies (contraband).

The Model contains a number of Protocols that summarise controls currently carried out by Cembre to monitor and limit risks relating to crimes. Protocols are communicated to all employees also through specific training courses.

The Model was most recently updated by the Board of Directors at its meeting on November 14, 2024 to take into account the new 231 regulatory update, namely: the offences of disturbing the freedom of tenders, disturbing the freedom of the procedure for selecting contractors and fraudulent transfer of valuables inserted with the Justice Decree, the new offence of undue use of money or movable property introduced by the Prisons Decree, the repeal of the offence of abuse of office and the reformulation of that of trafficking in illicit influences set forth in the Nordio Law, the tightening of sanctions and updating of cyber-crimes with Law 90/2024 on

Cybersecurity, the inclusion among corporate offences of that relating to false or omitted statements for the issue of the preliminary certificate, relevant in cross-border corporate transactions, by means of Legislative Decree 19/2023 and finally the extension, with Law 93/2023 to combat cyber piracy, of 231 liability in the event of copyright infringement. In light of these regulatory changes, the corporate processes most exposed to the risk of these new offences being committed were identified, behavioural protocols were revised and control measures were strengthened. The opportunity was also taken to take into account the most recent version of the Procedure for the management of reports of unlawful behaviour and whistleblower protection (Whistleblowing Procedure), as well as to bring the content of the Protocols into line with intervening organisational changes.

The Company also has a Group Code of Conduct, which is an integral part of the Organisational Model itself and was also most recently updated at the Board meeting of November 14, 2024.

The Model provides for sanctions in case of violations of the Code of Conduct or the Model, as a fundamental requisite for the same.

In the year, the Supervisory Body, supported by the Internal Audit function and outside consultants, planned and carried out specific verifications on the correct application of Protocols contained in the Model.

During the meetings of the Board of Directors of March 14, 2024 and March 13, 2025, the periodic report of the Supervisory Body for the first half of 2024 and the periodic report of the Supervisory Body for the second half of 2024 with the action plan for 2025 were presented, respectively.

In the performance of its current duties, the Supervisory Body is authorised to spend up to €10,000.00 per individual transaction, with no need for authorization, and is subject to authorization by the Board for higher amounts.

The Model and the Code of Conduct are available for consultation on the Company's institutional site www.cembre.com under the Cembre Group section.

For the information required by ESRS G1 - Par. 1 and 2 on business conduct, see the Sustainability Report, Section G1.

9.5. INDEPENDENT AUDITORS

The statutory audit has been entrusted to EY S.p.A., by resolution of the Shareholders' Meeting on April 26, 2018. The term of office is until the approval of the financial statements as of December 31, 2026.

During the Year, on May 14, 2024, the Board evaluated, in consultation with the Board of Statutory Auditors, the results illustrated by the independent auditor in the additional report addressed to the control body.

9.6 MANAGER IN CHARGE OF DRAFTING THE ACCOUNTING AND CORPORATE RECORDS AND OTHER CORPORATE ROLES

The manager in charge of drafting the accounting and corporate records of the Issuer on a permanent basis is Claudio Bornati, employed by the Issuer as Director of Administration, Finance and Control.

Pursuant to article 16.7 of the By-laws, as most recently amended by resolution of the Extraordinary Shareholders' Meeting of December 16, 2024, the manager in charge of drafting the accounting and corporate records must possess, in addition to the requisites of integrity prescribed by current regulations for those who cover administrative and directive positions, requisites of professionalism characterised by specific competence in administration and accounting. Such competence, to be ascertained by the Board of Directors, must be acquired through work experience in an adequate position of responsibility for an appropriate period of time.

The above-mentioned manager is vested with the powers and functions established by law and other applicable provisions pro tempore, including the powers and functions established by law on sustainability reporting. Pursuant to article 16.7 of the Bylaws, the Board of Directors retains the right to attribute powers and

responsibilities in the area of sustainability reporting to a manager other than the manager in charge of drafting the accounting and corporate records; this manager in charge of sustainability reporting must possess, in addition to the requisites of integrity prescribed by current regulations for those who cover administrative and management positions, requisites of professionalism characterised by specific competence in sustainability reporting. Such competence, to be ascertained by the Board of Directors, must be acquired through work experience in an adequate position of responsibility for an appropriate period of time.

The Manager in charge of drafting the accounting and corporate records is appointed by the Board of Directors, based on a prior mandatory opinion of the Board of Statutory Auditors.

Upon the appointment, the Board endowed the Manager in charge of drafting the accounting and corporate records with adequate powers and means to fulfil his assignment. In particular, he is therefore entitled to:

• access all the information deemed necessary to fulfil his tasks, both within the Issuer and other Group companies, with the authority to view all documents relating to the drafting of the accounting and corporate records of the Issuer and of other Group companies, with further authority to request clarifications from all subjects involved in the formation of the accounting records of the Company and of all other Group companies. It is moreover provided that the Managing Director and the managers of the Issuer and of other Group companies are required to inform without delay and to keep informed at all times the manager in charge of drafting the accounting and corporate records of any deed, fact or event that may influence, also potentially, the accounting records mentioned above;
• attending, without participating in, Board meetings;
• engage in dialogue with all administrative and control bodies and with the Control and Risk Committee;
• approve corporate procedures, when these have an impact on the financial statements, the consolidated financial statements or documents subject to the issue of a certification;
• participate in the development of information systems that have an impact on the economic and financial situation of the Company;
• set up an adequate (in terms of number and professional level of resources) structure to carry out his tasks, using available internal resources, and, where necessary, outsourcing them;
• employ Internal Audit resources to map processes and in carrying out specific controls, in a client/supplier environment, and, in the event resources needed are not present internally, the power to outsource them;
• use for control purposes the Company's information systems.

In the performance of his current duties, the manager is authorised to spend up to €10,000 per individual transaction, with no need for authorisation, but requires authorisation for higher amounts.

***

It should be noted that in the Issuer's organisational chart, in addition to the roles and company functions indicated in the previous paragraphs, the "Integrated Management System" is present in the Systems and Infrastructure Function, with specific tasks regarding control and management of risks relating to quality, safety and environment and anti-corruption, also for the purposes of the ISO 9001, ISO 14001, ISO 45001 and ISO 37001 certifications obtained by the Issuer.

9.7. COORDINATION AMONG ENTITIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

Coordination among the various entities involved in the internal control and risk management system (Board of Directors, Chief Executive Officer, Control and Risk Committee, Board of Statutory Auditors, Head of Internal Audit, Supervisory Body 231, Appointed Manager and Independent Auditing Firm) is ensured though a continuous flow of information between the these entities and planned periodic meetings, allowing adequate

visibility to potential corporate risks managed by the Cembre Group in addition to problems that have emerged and were brought to the attention of the various monitoring and control boards.

The Control and Risk Committee and the Board of Statutory Auditors promptly exchange relevant information for the performance of their respective tasks.

The Chair of the Board of Statutory Auditors, or another auditor designated by this, takes part in the work of the Control and Risk Committee.

10.0 INTEREST OF THE DIRECTORS AND TRANSACTIONS WITH RELATED PARTIES

On November 11, 2010, the Board of Directors, having acknowledged the opinion in favour issued by the Board of Statutory Auditors and the Independent Directors, adopted for the first time the procedure for dealing with related parties (the "Related-Party Transactions Procedure") adopted pursuant to the Consob Related Parties Regulation in force at said date.

The Company applies the Related-Party Transactions Procedure, also taking into account Consob's Communication no. DEM/10078683 published on September 24, 2010 and containing "Guidelines and orientations for the application of the Regulation on Related Parties Dealing adopted with Resolution no. 17221 of March 12, 2010, as subsequently amended".

The Related-Party Transactions Procedure was last updated by the Board of Directors on September 12, 2024, subject to the positive opinion of the Control and Risk Committee acting as the Related Parties Committee.

The Related-Party Transactions Procedure regulates the identification, approval and management of transactions with related parties. In particular, the Procedure:

• regulates the methods for the identification of related parties, defining procedures and timing for the drafting and update of the list of related parties, naming the corporate structures in charge;
• regulates the procedures for carrying out transactions with related parties by the Company, including through subsidiaries;
• sets the procedures and timing for the compliance with disclosure requirements with respect to corporate bodies and the market.

The Related-Party Transactions Procedure may be consulted on the Company's institutional website www.cembre.com in the Investor Relations section.

Committee for Transactions with Related Parties

The Board of Directors, during the meeting held on April 29, 2024, with a view to adopting an efficient organization of board committees, deemed it appropriate to avoid the creation of an ad hoc committee, assigning to the Control and Risk Committee the functions of Committee for Transactions with Related Parties, in order to carry out the activities provided for by Consob Regulation no. 17221 of March 12, 2010 (and subsequent amendments) and by the Related-Party Transactions Procedure adopted by the Company.

During the year, a meeting of the Committee for Transactions with Related Parties was held on June 26, 2024 in order to view the update of the relative company Procedure. Additional information regarding the Committee's structure and meetings is provided in Table 3 at the end of this Report.

The Committee's work is coordinated by the Chair - who informs the Board of Directors at the first available meeting - and the minutes of the meetings are duly recorded.

No change in the composition of the Committee occurred from the end of the year.

The Board has not adopted specific procedures for identifying and managing situations in which a director has an interest on their own behalf or on behalf of third parties, since for such situations there is a legal disclosure obligation pursuant to Article 2391 of the Italian Civil Code.

11.0 BOARD OF STATUTORY AUDITORS

11.1 APPOINTMENT AND REPLACEMENT

The appointment and replacement of Statutory Auditors is regulated by currently applicable norms and by article 23 of the Company's By-laws. The Statutory Auditors are appointed in compliance with the regulations in force pro tempore concerning gender balance set forth in art. 148, paragraph1-bis, TUF, and the relative implementing provisions of Consob6 .

Art. 23 of the By-laws in force at the date of this report state that "lists that present a total number of candidates equal to or higher than three must be composed of candidates from both genders, so that the gender balance set forth in the currently applicable legislation is respected".

Pursuant to article 23 of the Issuer's By-laws, lists submitted by Shareholders must be deposited at the Company's registered office at least twenty five days prior to the first call of the shareholders' meeting.

The appointment of Statutory Auditors is based on lists submitted by the Shareholders that shall comply with current regulations regarding the equal representation of genders. No Shareholder, or Shareholders participating in a Shareholders' agreement relevant pursuant to article 122 TUF, as well as the parent company, any subsidiary or company under joint control pursuant to article 93 TUF, can submit or contribute to the submission, either through a third party or trust company, of more than one list, nor vote on different lists.

Only Shareholders who, alone or together with others, hold the minimum shareholding in the share capital established by Consob are entitled to submit lists. Through management decision no. 123 of January 28, 2025, Consob set the stake in share capital needed for submitting lists of candidates for the election of the Issuer's Board of Statutory Auditors at 2.5%. Statutory Auditors are elected as follows:

a) two Permanent Statutory Auditors and one Substitute Statutory Auditor are drawn from the most voted list based on the order in which they are listed;

b) one Permanent Statutory Auditor and one Substitute Statutory Auditor are drawn from the second voted list that is not connected, either directly or indirectly, in any way with any of the Shareholders that submitted the most voted list, based on the order in which they are listed;

In case of a tied vote between two or more lists, Statutory Auditors will be appointed by seniority.

In case through the above procedures it is not possible to obtain a composition of the Board of Statutory Auditors in compliance with current regulations on the equal representation of genders, elected auditors will be replaced by the first candidate of the least represented gender in the order of the most voted list of candidates for Permanent Statutory Auditor until such requirement is met.

The Chairman of the Board of Statutory Auditors shall be appointed pursuant to applicable rules and regulations.

The above provision regarding the appointment of Statutory Auditors do not apply to Shareholders' Meetings for which a single list is submitted or a single list is voted upon. In such cases the Shareholders' Meeting resolves on simple majority, with no prejudice to applying regulations on the equal representation of genders.

In case, at the expiration of the term for the presentation of lists, only one list has been submitted or only lists submitted by Shareholders that are connected in a manner that is relevant pursuant to applicable regulations are deposited, additional lists may be submitted for a term of three days subsequent to the expiration of the first term. In this case the minimum shareholding threshold required for list submission is halved.

⁶ Paragraph 1-bis, of art. 148 of the TUF in force from the date of this report sets forth, inter alia, that the "certificate of incorporation of the company also establishes that the distribution of members pursuant to paragraph 1 is carried out to ensure that the less represented gender obtains at least two fifths of standing members of the Board of Statutory Auditors. This distribution criterion applies for six consecutive mandates".

In addition, pursuant to paragraph 3, art. 144-undecies.1 of the Issuers' Regulation, as recently amended by means of Consob Resolution no. 21359 of May 13, 2020, "if the application of the gender distribution criterion does not result in a whole number of members of the administration and control bodies belonging to the less represented gender, this number is rounded up to the nearest unit, with the exception of corporate bodies formed by three members for which the number is rounded down to the nearest unit".

At least two Permanent Statutory Auditors and at least one Substitute Statutory Auditor appointed must be registered accountants who must have exercised the accounting audit profession for at least three years. Statutory Auditors who do not possess the above requisite are chosen among professionals who have had at least three years of experience in:

(a) management or control, with management appointments in joint stock companies with a capital stock of at least €2 million, or;

(b) the exercise of professions or university teaching in the field of law, economics, finance or technical and scientific subjects, relating to the production and sale of electromechanical products, electric connectors and mechanical products in general, or;

(c) management positions in public offices or the public administration in the banking, financial and insurance field, or in any case in the electromechanical sector.

Statutory Auditors are removed from their office in cases where they no longer meet the requirements set forth by the By-laws for their appointment.

Statutory Auditors may not hold administration and control positions beyond the limits established by applicable laws and regulations. Where it does not result in separation, exceeding these limits constitutes just cause for revocation of the Statutory Auditor.

With no prejudice to other applicable rules and regulations, in the event of replacement of a Statutory Auditor, their place will be taken by the Substitute Auditor appointed from the same list as the one it replaces, while in the event of the replacement of the Chair of the Board of Statutory Auditors, the successor will be chosen from auditors appointed from the list of the replaced Chair.

The Issuer is not subject to further regulations concerning the composition of the Board of Statutory Auditors.

11.2 COMPOSITION AND FUNCTIONING (pursuant to art. 123-bis, paragraph 2, letters d) and d-bis), of the Consolidated Financial Act or TUF)

Composition of the Board of Statutory Auditors until April 29, 2024

The Board of Statutory Auditors in office until April 29, 2024 was appointed by the Ordinary Shareholders' Meeting on April 27, 2021 on the basis of the single list of candidates submitted by the majority shareholder Lysne S.p.A. The list submitted by the majority shareholder Lysne S.p.A. obtained 13,997,447 votes in favour, equal to 100% of the voting capital.

The composition of the Board of Statutory Auditors until April 29, 2024 and the information on the meetings held are shown in Table 4A in the appendix to this Report.

Composition of the Board of Statutory Auditors appointed on April 29, 2024

The Board of Statutory Auditors currently in office was appointed by the Ordinary Shareholders' Meeting on April 29, 2024 on the basis of the single list of candidates submitted by the majority shareholder Lysne S.p.A. The list submitted by the majority shareholder Lysne S.p.A. obtained 13,990,802 votes in favour, equal to 99.01% of the voting capital.

The composition of the Board of Statutory Auditors in office and the information on the meetings held are shown in Table 4B in the appendix to this Report.

For further information on lists of candidates to the Board of Statutory Auditors in office until April 29, 2024 and that currently in office submitted, and view the curricula of Statutory Auditors, we refer to the Company's institutional site www.cembre.com in the Investor Relations section, where these are published.

Pursuant to article 22 of the By-laws, the Board of Statutory Auditors must meet at least every ninety days or at such other intervals as may be provided for by the legislation in force at the time. The meeting can be held also or exclusively with participation from several locations through an audio/video connection, provided the

following conditions apply, and this fact is recorded in the minutes of the meeting:

• − that the Chair is able to ascertain the identity of persons participating in the meeting and to regulate the meeting;
• − that the secretary keeping the minutes is able to adequately perceive the events of the meeting for which the minutes are kept;
• − that the persons convened are allowed to participate in the discussion and the subsequent voting on the issues in agenda, in addition to being able to view, receive and transmit documents.

The Board of Statutory Auditors is regularly convened when the majority of Statutory Auditors is present, and resolves by simple majority of auditors present.

Members of the Board of Statutory Auditors attend Shareholders' Meetings, those of the Board of Directors and of the Executive Committee. Auditors not attending without justification Shareholders' Meetings or, in a fiscal year, two Board of Directors' meetings or those of the Executive Committee, are removed from office.

The Board of Directors performs the duties attributed to it by Law and other applicable regulations.

The participation of the Chair of the Board of Statutory Auditors and of individual Auditors to Board of Directors' meetings and the way in which information regarding meetings is communicated allow Auditors to achieve an adequate knowledge of the industry in which the Company operates, of corporate life and events and their evolution, in addition to relevant norms regulating the sector.

In the year, the Board of Statutory Auditors met eight times.

The Board of Statutory Auditors participated in two meetings with the Independent Auditors to exchange information, organised during the meetings of the Control and Risk Committee, jointly with the Supervisory Body.

The Chair also attended two further meetings with the Supervisory Body, two additional meetings with the Control and Risk Committee and one meeting with the Appointments and Remuneration Committee: on two of these occasions, the Chair was supported by another Statutory Auditor. Two other meetings with the Appointments and Remuneration Committee were attended by the entire Board of Statutory Auditors. Finally, the Chair attended one meeting of the Related Parties Committee.

The average duration of meetings of the Board of Statutory Auditors was about one hour and thirty minutes.

Self-evaluation of the Board of Statutory Auditors

In compliance with the provisions of the "Rules of Conduct of the Board of Statutory Auditors of Listed Companies", issued by the National Institute of Chartered Accountants, the Board of Statutory Auditors carried out an evaluation in relation to:

• the suitability of the members and adequate composition of the body, with reference to the professionalism, competence, integrity and independence requirements set forth in the legislation;
• the availability of adequate time and resources in keeping with the complexity of the engagement.

The Board of Statutory Auditors prepares the document relating to its self-evaluation which outlines the methodology and the individual phases the self-evaluation process is composed of:

• the parties involved;
• the results obtained, highlighting any strengths and weaknesses;
• the necessary corrective actions proposed by the Statutory Auditors;
• the progress status or degree of implementation of any corrective measures defined in the previous selfevaluation.

The self-evaluation document presented to the Board of Statutory Auditors for approval is then shared with the Board of Directors.

For self-assessment purposes, the Board of Statutory Auditors, taking into account best practices on the matter and in line with the "Rules of Conduct of the Board of Statutory Auditors of Listed Companies" issued by the National Institute of Chartered Accountants, prepared a special questionnaire and delivered it to each Statutory Auditor. The questions formulated therein involve the analysis (i) of the size and composition of the Board of Statutory Auditors also with reference to the professional characteristics and experience of the statutory auditors; (ii) its functioning; (iii) the organisation of its work; (iv) the role and responsibility of its members;

(v) respect for compliance with the law and the company by-laws, respect for correct administration and of company procedures, the adequacy of the organisational structure and of the internal control system and the adequacy and functioning of the administrative-accounting system.

The self-assessment process was then carried out by completing these questionnaires, and the results, the evaluations carried out and the final indications of the Board of Statutory Auditors were discussed collectively at the meeting held on January 30, 2024.

To complete the procedure, at the same meeting, the Board prepared the "Report on the Self-evaluation of the Board of Statutory Auditors" and each Statutory Auditor filled in and produced a self-certification showing that they possess the professional requirements and skills, the list of positions held and their CVs. The above documentation was shared by the Chair of the Board of Statutory Auditors with the Chair of the Board of Directors on February 6, 2024.

In conclusion of its self-evaluation process, the Board deems that (a) the requirements of professionalism, competence and experience of each member of the control body are adequate, (b) the independence requirements of all members in office of the Board of Statutory Auditors are truthful, (c) the availability of the time dedicated by its members in relation to the methods of fulfilment of the engagement is appropriate, (d) the number of positions held by each individual member does not prejudice the normal functioning of the control body, (e) the composition of the entire Board of Statutory Auditors with respect to gender and age is adequate and (f) the information exchanged between the different members, committees and corporate bodies is exhaustive and prompt.

At the end of the self-assessment process, no particular areas for improvement emerged on which to focus.

For details of the information required by ESRS 2 - Par. 19, 20 (a) and (c), 21 and 23 on the composition and diversity of the Board of Statutory Auditors, particularly with regard to sustainability responsibilities, please refer to the Sustainability Report, Section ESRS 2 - GOV-1.

For details of the information required by ESRS 2 - Par. 19 and 20(b) and 22 on the roles and responsibilities of control bodies in supervising procedures intended to manage material risks, impacts and opportunities, please refer to the Sustainability Report, Section ESRS 2 - GOV-1.

For details of the information required by ESRS 2 - Par. 24 and 26 on how the control bodies are informed about sustainability matters and how these issues were addressed during the reporting period, see the Sustainability Report, Section ESRS 2 - GOV-2.

Further detail on the role and the main activities carried out in the year by the Board of Statutory Auditors is provided in the report on supervisory activity of the Board of Statutory Auditors pursuant to art. 153, TUF, which can be found on the website (Investor Relations Area, Shareholders' Meetings Section and Reports and Accounts Section).

Diversity Criteria and Policies

Please refer to paragraph 4.3 above for the Issuer's considerations on the adoption of a diversity policy in the composition of corporate bodies.

Furthermore, specifically with reference to the Board of Statutory Auditors, it should be noted that, with reference to both the control body in office until April 29, 2024 and the Board of Statutory Auditors currently in office: (i) one Permanent Auditor belongs to the less represented gender, in compliance with the legislation on gender balance; (ii) without prejudice to the requirements of professionalism provided by law, the formation and professional experience of the members of the Board of Statutory Auditors currently in office ensures that they possess the appropriate skills for the correct functioning of the Board and the fulfilment of its responsibilities.

Independence

In relation to the Board of Statutory Auditors in office until April 29, 2024, the control body verified the independence of its members, in addition to the meeting held on April 27, 2021 upon appointment, at the meetings of February 7, 2022, February 9, 2023 and, most recently, at the meeting of January 30, 2024. It should be noted that, with regard to the Chairman of the Board of Statutory Auditors Fabio Longhi, the criterion set forth in Recommendation 7, letter e) of the CG Code has not been applied, as it is deemed that the fact that he has been in office for more than nine years does not affect his independent judgement.

In relation to the Board of Statutory Auditors in office at the Report date, the control body verified the independence of its members during the meeting held on April 29, 2024 at the time of their appointment as well as at the meeting held on February 3, 2025. It should be noted that with reference to the Permanent auditor Rosanna Angela Pilenga, the Board of Directors, having ascertained the continued third party nature and independence of judgment of the aforementioned permanent auditor, saw fit not to apply the requirement set out in article 2, Recommendation 7, point e) of the Corporate Governance Code - i.e. the criterion that sets forth that persons who have held the office in the Company for more than nine years out of the last twelve cannot be considered independent - based on the principle of prevalence of substance over form.

Remuneration

Information on the remuneration of the Statutory Auditors is contained in the Remuneration Report published by the company pursuant to art. 123-ter of Legislative Decree no. 58/1998 and art. 84-quater of Consob Regulation 11971/1999. This Report is available on the Issuer's website www.cembre.com in the Investor Relations section.

Interest Management

As it is deemed to be an ethical responsibility to inform other Statutory Auditors and the Chair of the Board of Directors whenever individual auditors have, either directly or through third parties, an interest in an operation involving the Issuer, no provision was made for a specific obligation in this regard.

12.0. RELATIONSHIPS WITH SHAREHOLDERS

Main corporate documents are made available to Shareholders in a timely manner and on an ongoing basis on the Company's institutional website (www.cembre.com – section: Investor Relations).

The Company uses for the transmission of Regulated Information the eMarket SDIR circuit, and for the storage of regulated information, it makes use of the authorized storing mechanism named eMarket STORAGE that may be viewed on the Internet site, both managed by Teleborsa S.r.l. , with registered office at piazza di Priscilla, 4, Rome.

In particular, all press releases issued, Issuer's financial documents approved by the respective corporate organs (annual report, half-year report and interim reports), in addition to documents distributed at meetings with institutional investors, analysts and the financial community, are published and freely available on the site, both in Italian and in English.

The institutional site also contains for consultation purposes main corporate governance documents (among which the annual Report on Corporate Governance), documents to be distributed at Shareholders' Meetings, the Organizational Model pursuant to Legislative Decree 231/2001, and the Code of Conduct, as well as all other documents and/or information required by law or regulation.

In compliance with the provisions of article 2.2.3, paragraph 3, letter k) of the Stock Market Regulation, relationships with shareholders are managed by the Investor Relations Manager. The position is currently covered by Claudio Bornati (contact: claudio.bornati@cembre.com).

The Investor Relations Manager participated in the procedure for the handling of privileged information, managing relations with the Supervisory Body, contributing to the drafting of press releases and coordinating the flow of information to the financial community to ensure the full compliance with current regulations and confidentiality requirements.

The Issuer did not deem it necessary or appropriate to adopt a policy for managing dialogue with shareholders in general, considering the current investor relations mechanisms to be adequate.

For more information on the matter, also pursuant to ESRS 2- Pars. 43 and 45, please refer to the Sustainability Report, Section ESRS 2 - SBM-2.

13.0 MEETINGS

Pursuant to article 12.7 of the By-laws "the legitimacy to intervene in the Shareholder's Meeting and to exercise the right to vote is attested by a communication to the Company made by the intermediary that is a certified public accountant, based on evidence contained in the accounting records as of the end of the seventh market opening day before the date of the Shareholders' Meeting on first call, received by the Company within the term prescribed by Law".

Pursuant to article 12.2 of the By-laws, most recently amended by resolution of the Extraordinary Shareholders' Meeting of December 16, 2024, the Ordinary Meeting is called at least once a year to approve the financial statements within 120 days of the closing of the financial year, or within 180 days in case the Company is required to prepare consolidated financial statements and whenever particular needs relating to the peculiar structure and corporate objective of the Company so require. Extraordinary Shareholders' Meetings are called, in addition of those cases and for the purposes provided for by law, whenever the Board of Directors deems it necessary. The Meeting shall be called without delay when a request has been made pursuant to the Law.

The Shareholders' Meeting is convened by the Board of Directors by means of a notice to be published, within the terms of the law, on the Company's website and, if required by the applicable pro tempore regulations, also in extracts in a national daily newspaper, as well as in any other manner provided for by the pro tempore regulations.

Pursuant to article 14 of the By-laws, the Shareholders' Meeting can convene on first or second call and, limited to the Extraordinary Meeting, on third call.

Pursuant to article 126-bis, TUF, shareholders who, individually or jointly, represent one fortieth of the capital stock, can request – with the exception of the event in which the proposal made falls within the scope of the Board of Directors or is based on a project or report drafted by the same – at least ten days from the publication of the notice of Meeting (or five days in case the meeting is called pursuant to article 125-bis, paragraph 3, TUF or article 104, paragraph 2, TUF), an integration of items on the agenda, indicating in the petition the proposed issues, or submitting proposals for resolutions on issues already listed in the agenda. Shareholders requiring the integration of the agenda are required to prepare a report on the issues they wish to discuss and deliver it to the Board of Directors within the term provided.

In this regard, it should be noted that the majority shareholder Lysne S.p.A. submitted well in advance in the course of 2024 as well as during the year its proposals with regard to the appointment of the corporate bodies to be submitted to the shareholders' meeting.

Pursuant to article 2367 of the Civil Code, whenever Shareholders representing at least 5% of the voting rights so request, the Board of Directors must call without delay a Shareholders' Meeting.

Article 127-ter TUF states that Shareholders entitled to vote are also entitled to pose questions on items in the agenda also before the Meeting. Questions posed before the Meeting will be addressed at the latest at the Meeting. The Company may choose to provide a comprehensive answer to all questions regarding the same issue. The call notice indicates the term by which questions posed before the date of the Meeting must be received by the Company. The term cannot be less than five trading days before the date of the Shareholders' Meeting in first or single call, or the record date pursuant to art. 83-sexies, paragraph 2, TUF (end of the seventh market opening day before the date of the Shareholders' Meeting) of the call notice requires the company to provide, before the Shareholders' Meeting, a response to the questions received. In that case, the responses are provided at least two days before the Shareholders' Meeting, also through publication in an appropriate section of the Company's website; ownership of the voting right can also be certified after the responses are sent, provided within the third day after the aforementioned record date. In view of the time required to grant the appointed representative the proxies and voting instructions, the Company, in order to

facilitate the shareholders, accepted the invitation made by Consob in its Communication of April 10, 2020, bringing forward the publication of any responses to the third trading day prior to the Shareholders' Meeting. If attendance at the Shareholders' Meeting is allowed exclusively through a designated representative as permitted by the new article 12.10 of the By-laws (see below), the right to ask questions, pursuant to art. 135 undecies.1, TUF, is exercised only prior to the Shareholders' Meeting, and the Company provides answers to the questions received at least three days prior to the Shareholders' Meeting.

Pursuant to article 13 of the By-laws, the Shareholders' Meeting is chaired by the Chair of the Board of Directors or, in their absence, by a person designated by the Meeting. The Chair of the Meeting is responsible for verifying, with the aid of appointed persons, where appropriate, that the Meeting is regularly convened, ascertaining the identity and legitimacy of persons present, and conducts the Meeting, verifying the results of voting procedures.

The Shareholders' Meeting must be conducted so that all the rightful participants can follow events with no delay and form independent opinions and express freely their vote in a timely manner.

To facilitate participation in the Meeting and the exercise of vote by Shareholders, article 13.7 of the By-laws provides for the possibility of holding the Meeting also or exclusively by means of telecommunications, with the procedures and within the limits pursuant to applicable regulations in force pro tempore, provided the collegial method and the principles of good faith and equal treatment are respected.

The new art. 12.10 of the By-laws establish that where provided for and/or permitted by the law and/or the pro-tempore regulatory provisions in force, the Company may provide that the participation and exercise of voting rights at the Shareholders' Meeting by those entitled to do so may also take place exclusively through the granting of proxy (or sub-delegation) to the representative designated by the Company pursuant to article 135-undecies, TUF, with the methods established by such laws and/or regulatory provisions.

The Ordinary Shareholders' Meeting is responsible for and has powers assigned to it by the Law and the Bylaws of the Company. In particular, the Ordinary Shareholders' Meeting:

a) approves the financial statements;

b) appoints and revokes Directors, and appoints Statutory Auditors and the Chair of the Board of Statutory Auditors;

c) determines the compensation of Directors and Statutory Auditors, where not already determined in the By-laws;

• d) resolves on responsibilities of Directors and Statutory Auditors;
• e) approves Shareholders' Meetings rules;

The Extraordinary Shareholders' Meeting is responsible for:

• a) amendments to the By-laws, except in the case provided for by article 18, 3rd paragraph of the By-laws;
• b) appointment, replacement and setting of powers of liquidators, pursuant to article 26 of the By-laws;
• c) the issue of financial instruments as per article 6 of the By-laws;
• d) the issue of bonds, within the limits set by article 7 of the By-laws;
• e) other matters attributed to it by Law and pursuant to the By-laws.

The right of withdrawal may be exercised only within the limits and according to binding law provisions and, pursuant to article 10 of the By-laws, is in any case barred in case of:

• a) extension of the duration of the Company;
• b) introduction, change or elimination of restrictions to the circulation of shares.

Pursuant to article 25 of the By-laws, net profits reported in the financial statements, less possible remuneration of Directors pursuant to article 21 of the By-laws, and of 5% of net profits to be accrued to the ordinary reserve until this has reached 20% of the share capital, are available to the Shareholders' Meeting for assignment to Shareholders as dividends, without prejudice to any other resolution of the Meeting.

Amendments to the Company's By-laws are regulated by applicable laws in force.

The Board of Directors proposed the adoption of the Rules for Shareholders' Meetings (the Rules) regulating the correct and functional course of the Company's ordinary and extraordinary Shareholders' Meetings, guaranteeing to each Shareholder the right to speak at the meeting on the issues under discussion.

The Rules were most recently updated by resolution of the Shareholders' Meeting of December 16, 2024 in order to bring the text into line with the by-law procedures on attendance, representation and voting at the Shareholders' Meeting, taking into account the possibility that meetings may also or exclusively be held by means of telecommunications or by conferring a specific proxy on the representative designated by the Company pursuant to art. 135-undecies of Legislative Decree no. 58/1998. The Rules are available to Shareholders at the Company's headquarters, at the sites where the Shareholders' Meetings take place and on the Issuer's website www.cembre.com in the section Investors Relations – Shareholders' Meetings.

During the year - in accordance with the procedures set forth in art. 106 of Decree Law no. 18/2020, converted into Law no. 27/2020, as extended by art. 3 of Decree Law no. 228/2021, converted into Law no. 15/2022, and as most recently extended by art. 3 of Decree Law no. 198/2022, converted to Law no. 14/2023, containing "Measures for strengthening the health service and of economic support for families, workers and businesses relating to the COVID-19 epidemiological emergency", as amended, two Shareholders' Meetings were held on April 29, 2024 and December 16, 2024, attended by all Directors. Shareholders were provided with premeeting information in accordance with the law and regulations to enable them to cast an informed vote.

With regard to Shareholders' rights not illustrated in the present report, we refer to currently applicable norms and regulations.

The Board of Directors did not deem it necessary to propose to the Shareholders' Meeting any amendment to the By-laws with regard to minimum percentages to qualify for the exercise of prerogatives of minority interests, as –in application of article 144-quater of Consob Issuers' Regulation regarding the presentation of lists of candidates to the position of Director and Statutory Auditor– articles 15.5 and 23.2 of the Company's By-laws refer to the application of the percentage threshold established by Consob. Through management decision of the Head of the Corporate Governance Division no. 123 of January 28, 2025, Consob set at 2.5% of voting rights the quorum for submitting lists of candidates to the position of Director and Statutory Auditor of the Company.

14.0. FURTHER CORPORATE GOVERNANCE PRACTICES

The Issuer does not adopt any other corporate governance practices in addition to those provided for laws and regulations and to those described in the present Report.

15.0 CHANGES OCCURRED FROM THE CLOSING OF THE FINANCIAL YEAR

No changes in the corporate governance structure of the Company occurred from the closing of the financial year, other than those specifically mentioned in the present Report.

16.0. CONSIDERATIONS ON THE LETTER OF THE CHAIR OF THE CORPORATE GOVERNANCE COMMITTEE

The letter dated December 17, 2024, sent by the Chair of the Corporate Governance Committee to the Chairs of the Boards of Directors of Italian listed companies, was brought to the attention of the Appointments and Remuneration Committee and the Board of Statutory Auditors at the meeting on March 10, 2025, as well as to the Board of Directors of the Issuer at the meeting on March 13, 2025.

In general, the Board believes that the Issuer's governance is substantially aligned with the recommendations

in the letter.

As a preliminary remark, in continuity with what was done in relation to the 2023 financial year, in order to implement the Committee's Recommendations, the Issuer has highlighted, in summary form, the basic information regarding its compliance with the specific recommendations of the Code of Corporate Governance, including a table in an appendix to the Report, indicating whether each provision was applied, not applied or not applicable.

In particular, with reference to the recommendations made for the financial year 2025, the Board highlighted the following:

• in accordance with Recommendation 11, the Company has determined the deadlines for sending reporting to the Board of Directors and the committees as specified in pars. 4.4 and 6 of this Report. The Rules of the Board of Directors establish the possibility of not respecting these deadlines in the case of justified and exceptional reasons of urgency, in which case the documents are sent one day in advance. It remains understood that, during the board meeting, clarifications and explanations are provided in relation to the information supplied, also based on the requests for in-depth analysis formulated by the individual directors. The Committee Rules do not expressly provide the possibility of not respecting these deadlines. At no time during the year did the Company deviate from the above timing;
• in accordance with Recommendation 27, the Remuneration Policy adopted by the Company (Section I of the Remuneration Report, which should be referred to for the details) establishes non-financial objectives in the short- (STI) and medium/long-term (LTI) incentive schemes, as well as mechanisms for their evaluation and resulting disbursement; that Policy provides the possibility of assigning one-off monetary bonuses, if there are exceptional circumstances as set forth in the Policy and without prejudice to the oversight provided by the application of the procedure for transactions with related parties;
• in accordance with Recommendation 4 of the Code, the Company has already stated in the Report relating to 2023 that it believes that the granting of executive powers to the Chairman (i) meets the Issuer's appreciable organisational needs concerning the streamlined operation of the Company's Board of Directors, also taking into account its size, and (ii) ensures, within the Group, unity of strategic plans (see par. 4.6 of the Report).

Brescia, March 13, 2025

for the Board of Directors Chair and Managing Director Mr. Giovanni ROSANI

TABLE 2A: STRUCTURE OF THE BOARD OF DIRECTORS UNTIL APRIL 29, 2024

Office held	Member	Year of birth	Date of first appointment (*)	In office since	In office until	List (submitters) (**)	List (M/m) (***)	Exec.	Non exec.	Indep. Code	Indep. TUF	No. others Assignm ents (****)	Equity Investments (*)
Chair and Managing Director (CEO•)	Giovanni Rosani	1974	5/15/2000	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	Shareholders	M	X					2/2
Vice Chair	Aldo Bottini Bongrani	1957	6/24/1994	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	Shareholders	M	X					2/2
Director	Anna Maria Onofri	1940	6/24/1994	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	Shareholders	M		X				2/2
Director	Sara Rosani	1971	04/30/1997	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	Shareholders	M		X				2/2
Director	Felice Albertazzi	1961	04/26/2018	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	Shareholders	M	X					2/2
Director	Franco Celli	1958	04/26/2018	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	Shareholders	M	X					2/2
Director○	Paola Carrara	1976	04/26/2018	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	Shareholders	M		X	X	X	8	2/2
Director	Elisabetta Ceretti	1966	04/27/2021	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	Shareholders	M		X	X	X	2	2/2

Number of meetings held during the Year: 2

NOTES

• This symbol indicates the Chief Executive Officer.

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

(*) The date of first appointment of each director means the date when the director was appointed for the first time (ever) to the Board of Directors of the Issuer.

(**) This column shows whether the list from which each director was drawn was submitted by shareholders (indicating "Shareholders") or by the Board of Directors (indicating "Board of Directors").

(***) This column indicates whether the list from which each director was drawn is "majority" (with an "M"), or "minority" (with an "m").

(****) This column shows the number of offices as director or auditor held by the person concerned in other listed companies or companies of significant size.

(*****) This column shows the attendance of Directors at Board meetings (indicate the number of meetings attended compared with the total number of meetings which could have been attended; e.g. 6/8; 8/8 etc.).

TABLE 2B: STRUCTURE OF THE BOARD OF DIRECTORS IN OFFICE AT THE END OF THE FINANCIAL YEAR

Office held	Member	Year of birth	Date of first appointment (*)	In office since	In office until	List (submitters) (**)	List (M/m) (***)	Exec.	Non exec.	Indep. Code	Indep. TUF	No. others Assignm ents (****)	Equity Investments (*)
Chair and Managing Director (CEO•)	Giovanni Rosani	1974	5/15/2000	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	Shareholders	M	X					4/4
Vice Chair	Aldo Bottini Bongrani	1957	6/24/1994	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	Shareholders	M	X					4/4
Director	Anna Maria Onofri	1940	6/24/1994	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	Shareholders	M		X				4/4
Director	Sara Rosani	1971	04/30/1997	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	Shareholders	M		X				4/4
Director	Felice Albertazzi	1961	04/26/2018	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	Shareholders	M	X					4/4
Director	Franco Celli	1958	04/26/2018	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2023	Shareholders	M	X					4/4
Director○	Paola Carrara	1976	04/26/2018	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	Shareholders	M		X	X	X	7	4/4
Director	Elisabetta Ceretti	1966	04/27/2021	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	Shareholders	M		X	X	X	2	4/4

Number of meetings held during the Year: 4

NOTES

• This symbol indicates the Chief Executive Officer.

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

(*) The date of first appointment of each director means the date when the director was appointed for the first time (ever) to the Board of Directors of the Issuer.

(**) This column shows whether the list from which each director was drawn was submitted by shareholders (indicating "Shareholders") or by the Board of Directors (indicating "Board of Directors").

(***) This column indicates whether the list from which each director was drawn is "majority" (with an "M"), or "minority" (with an "m").

(****) This column shows the number of offices as director or auditor held by the person concerned in other listed companies or companies of significant size.

(*****) This column shows the attendance of Directors at Board meetings (indicate the number of meetings attended compared with the total number of meetings which could have been attended; e.g. 6/8; 8/8 etc.).

TABLE 3A: STRUCTURE OF BOARD COMMITTEES UNTIL APRIL 29, 2024

		Control and Risk Committee and RPT	Appointments and Remuneration Committee
Position/Qualification	Members	(*)	(**)	(*)	(**)
Non-executive Director - independent as per TUF and Code	Paola Carrara	1/1	C	1/1	C
Non-executive Director - independent as per TUF and Code	Elisabetta Ceretti	1/1	M	1/1	M
No. of meetings held during the Year:		1 (of which 0 as OPC Committee)	1

NOTES

(*) This column shows the attendance of committee meetings (indicate the number of meetings attended compared with the total number of meetings which could have been attended; e.g. 6/8; 8/8 etc.).

(**) This column indicates the title of the director within the committee: "C": chair; "M": member.

TABLE 3B: STRUCTURE OF BOARD COMMITTEES IN OFFICE AT THE END OF THE FINANCIAL YEAR

		Control and Risk Committee and RPT	Appointments and Remuneration Committee
Position/Qualification	Members	(*)	(**)	(*)	(**)
Non-executive Director - independent as per TUF and Code	Paola Carrara	4/4	C	2/2	C
Non-executive Director - independent as per TUF and Code	Elisabetta Ceretti	4/4	M	2/2	M
No. of meetings held during the Year:		4 (of which 1 as OPC Committee)		1

NOTES

(*) This column shows the attendance of committee meetings (indicate the number of meetings attended compared with the total number of meetings which could have been attended; e.g. 6/8; 8/8 etc.).

(**) This column indicates the title of the director within the committee: "C": chair; "M": member.

TABLE 4A: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS IN OFFICE UNTIL APRIL 29, 2024

Board of Statutory Auditors
Office held	Members	Year of birth	Date of first appointment (*)	In office since	In office until	List (M/m) (**)	Indep. Code	Attendance at Board meetings (***)	No. of other positions (****)
Chair	Fabio Longhi	1963	04/27/2012	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	M	X	4/4	13
Statutory Auditor	Rosanna Angela Pilenga	1973	04/23/2015	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	M	X	4/4	4
Statutory Auditor	Riccardo Astori	1979	04/26/2018	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	M	X	4/4	8
Substitute Statutory Auditor	Maria Grazia Lizzini	1945	04/30/1997	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	M	X
Substitute Statutory Auditor	Alessandra Biggi	1974	04/27/2021	04/27/2021	Approval of Fin. Stat. at Dec. 31, 2023	M	X

Number of meetings held during the Year: 4

NOTES

]

(*) The date of first appointment of each auditor means the date when the auditor was appointed for the first time (ever) to the Board of Statutory Auditors of the Issuer.

(**) This column indicates whether the list from which each auditor was drawn is "majority" (with an "M"), or "minority" (with an "m").

(***) This column shows the attendance of auditors at the meetings of the Board of Statutory Auditors (indicate the number of meetings attended compared with the total number of meetings which could have been attended; e.g. 6/8; 8/8 etc.).

(****) This column shows the number of offices of director or statutory auditor held by the person concerned pursuant to art. 148-bis TUF and the related implementing provisions contained in the Consob Issuers' Regulation. The complete list of offices is published by Consob on its website pursuant to art. 144-quinquiesdecies of the Consob Issuers' Regulation.

TABLE 4B: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS IN OFFICE AT THE END OF THE FINANCIAL YEAR

Board of Statutory Auditors
Office held	Members	Year of birth	Date of first appointment (*)	In office since	In office until	List (M/m) (**)	Indep. Code	Attendance at Board meetings (***)	No. of other positions (****)
Chair	Stefano Colpani	1960	04/29/2024	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	M	X	4/4	16
Statutory Auditor	Rosanna Angela Pilenga	1973	04/23/2015	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	M	X	4/4	4
Statutory Auditor	Riccardo Astori	1979	04/26/2018	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	M	X	4/4	8
Substitute Statutory Auditor	Maria Grazia Lizzini	1945	04/30/1997	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	M	X
Substitute Statutory Auditor	Alessandra Biggi	1974	04/27/2021	04/29/2024	Approval of Fin. Stat. at Dec. 31, 2026	M	X

Number of meetings held during the Year: 4

(*) The date of first appointment of each auditor means the date when the auditor was appointed for the first time (ever) to the Board of Statutory Auditors of the Issuer.

(**) This column indicates whether the list from which each auditor was drawn is "majority" (with an "M"), or "minority" (with an "m").

(***) This column shows the attendance of auditors at the meetings of the Board of Statutory Auditors (indicate the number of meetings attended compared with the total number of meetings which could have been attended; e.g. 6/8; 8/8 etc.).

(****) This column shows the number of offices of director or statutory auditor held by the person concerned pursuant to art. 148-bis TUF and the related implementing provisions contained in the Consob Issuers' Regulation. The complete list of offices is published by Consob on its website pursuant to art. 144-quinquiesdecies of the Consob Issuers' Regulation.

ANNEX A - "Summary Principles and Recommendations of the Corporate Governance Code"

	2020 CORPORATE GOVERNANCE CODE	Applied	Applied Not	Inapplicable	paragraph Reference
	Article 1 - Role of the board of directors				Par. 4.1
	Principles	√			"Role of the Board of
I.	The board of directors leads the company by pursuing its sustainable success.				Directors"
II.	The board of directors defines the strategies of the company and				Par. 4.1
	the group it heads in accordance with principle I and monitors	√			"Role of the Board of
	its implementation.				Directors"
III.	The board of directors defines the corporate governance system that is most functional for carrying out the company's business and pursuing its strategies, taking into account the flexibility offered by the legal framework. If necessary, the board of directors evaluates and promotes the appropriate changes and submit them to the shareholders' meeting when such changes are necessarily subject to the shareholders' vote.	√			Par. 4.1 "Role of the Board of Directors"
IV.	The board of directors promotes dialogue with shareholders and other stakeholders which are relevant for the company, in the most appropriate way.	√			Par. 4.1 "Role of the Board of Directors"
					Par. 12.0 "Relationships with shareholders"

√

Recommendations

• 1. The board of directors:
  2. a) reviews and approves the business plan of the company and the group it heads, also on the basis of matters that are relevant for the long-term value generation. That analysis is carried out with the possible support of a committee whose composition and functions are defined by the board of directors;
  3. b) periodically monitors the implementation of the business plan and assesses the general course of the business, comparing the results achieved with those planned;
  4. c) defines the nature and level of risk compatible with the company's strategic objectives, including all the elements that can be relevant for the company's sustainable success;
  5. d) defines the corporate governance system of the company and the structure of the group it heads, and assesses the adequacy of the company's organisational, administrative and accounting structure and of its strategically important subsidiaries, with particular reference to the internal control and risk management system;
  6. e) approves transactions of the company and its subsidiaries that have a significant impact on the company's strategies, profitability, assets and liabilities or financial position; to this end, it establishes the general criteria for identifying significant transactions;
  7. f) on proposal of the chair in agreement with the chief executive officer, adopts a procedure for the internal and external management of documents and information concerning the company, with particular reference to inside information, in

Par. 4.1 "Role of the Board of Directors"

Par. 9.0 "Internal control and risk management system"

Par. 4.1 "Role of the Board of Directors"

order to ensure the correct management of corporate information.

"Handling of company information"

• 1. If deemed necessary for the effectiveness of the company's corporate governance system, the board of directors develops specific proposals to be submitted to the shareholders' meeting on the following issues:
  2. a) choice and characteristics of the corporate model (traditional, "one-tier", "two-tier");
  3. b) size, composition and appointment of the board of directors and term of office of its members;
  4. c) structure of the shares' administrative and property rights;
  5. d) percentages established for the exercise of the prerogatives set up to safeguard minority shareholders..

In particular, if the board of directors intends to propose to the shareholders' meeting the introduction of increased voting rights (so-called "voto maggiorato"), it provides adequate reasons in the report that will be submitted to the shareholders prior to their annual meeting. The report indicates the expected effects on the company's ownership and control structure and its future strategies. In the same report, the board discloses the decisionmaking process followed for the definition of such a proposal and any dissenting opinions voiced within the board.

1. Upon proposal of the chair in agreement with the chief executive officer, the board of directors adopts and describes in the corporate governance report a policy for managing dialogue with the generality of shareholders, taking also into account the engagement policies adopted by institutional investors and asset managers. The chair ensures that the board of directors is in any case informed, within the first suitable meeting, of the development and the significant contents of the dialogue that has taken place with all the shareholders.

	Principles
V.	The board of directors is comprised of executive and non executive directors. All directors ensure professional skills and competence that are appropriate to their tasks.	√
VI.	The number and skills of non-executive directors ensure significant influence in the decision-making process of the board and guarantee an effective monitoring of management. A significant number of non-executive directors is independent.	√
	VII. The company applies diversity criteria, including gender ones, to the composition of the board of directors, ensuring the primary objective of adequate competence and professionalism of its members.	√

independence and professionalism of its function.

√

√

√

During the year, the Board did not deem it necessary to draw up proposals to be submitted to the shareholders' meeting

Par. 4.1 "Role of the Board of Directors"

Par. 4.1 "Role of the Board of Directors"

During the year, the Board did not deem it necessary to adopt a policy for managing dialogue with shareholders. Par. 4.3 "Composition (ex art. 123-bis, paragraph 2, letters d) and d-bis, TUF)" Par. 4.3 "Composition (ex art. 123-bis, paragraph 2, letters d) and d-bis, TUF)" Par. 4.3 "Composition (ex art. 123-bis, paragraph 2, letters d) and d-bis, TUF)" Par. 11.2

"Composition and functioning (pursuant to art. 123-bis, paragraph 2, letters d) and d-bis), of the Consolidated Financial Act or TUF)"

	Recommendations
4.	The board of directors defines the delegation of managerial powers
	and identifies who among the executive directors holds the position		Par. 4.6
	of chief executive officer. If the chair is entrusted with the position	√	"Executive Directors"
	of chief executive officer or with significant managerial powers, the
	board of directors explains the reasons for this choice.
5.	The number and skills of independent directors are appropriate to		Par. 4.7
	the needs of the company and to the well -functioning of the board		"Independent directors
	of directors, as well as to the establishment of board committees.	√	and lead independent
	The board of directors includes at least two independent directors,		directors"
	other than the chair.
	In large companies with concentrated ownership, independent
	directors account for at least one third of the board.
	In other large companies, independent directors account for at least
	half of the board.		√
	In large companies, independent directors meet, in the absence of
	the other directors, on a periodic basis and at least once a year to
	evaluate the issues deemed of interest to the functioning of the
	board of directors and to the corporate management.
6.	The board of directors assesses the independence of each non -
	executive director immediately after his or her appointment. The
	assessment is renewed during the mandate upon the occurrence of
	circumstances that concern his or her independence and at least		Par. 4.7
	once a year.	√	"Independent directors
	Each non -executive director provides all the elements necessary or		and lead independent
	useful for the assessment of the board of directors. On the basis of		directors"
	all the information available, the board considers any circumstance
	that affects or could affect the independence of the director.
7.	The circumstances that jeopardise, or appear to jeopardise, the
	independence of a director are at least the following:
	a) if he or she is a significant shareholder of the company;
	b) if he or she is, or was in the previous three financial 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) if he or she has, or had in the previous three financial years, a
	significant commercial, financial or professional relationship,
	directly or indirectly (for example through subsidiaries, or
	through companies of which he or she is an executive director,
	or as a partner of a professional or a consulting firm):
	- with the company or its subsidiaries, or with their executive
	directors or top management;
	- with a subject who, also together with others through a
	shareholders' agreement, controls the company; or, if the		Par. 4.7
	control is held by a company or another entity, with its	√	"Independent directors
	executive directors or top management;		and lead independent
	d) if he or she receives, or received in the previous three financial		directors"
	years, from the company, one of its subsidiaries or the parent
	company, significant remuneration other than the fixed
	remuneration for the position held within the board and for
	the membership in the committees recommended by the Code
	or required by law;
	e) if he or she has served on the board for more than nine years,
	even if not consecutive, of the last twelve years;
	f) if he or she holds the position of executive director in another
	company whereby an executive director of the company holds
	the office of director;

• g) if he or she is a shareholder, quota -holder or director of a company or other legal entity belonging to the network of the external auditor of the company;
• h) if he or she is a close relative of a person who is in any of the circumstances set forth in previous letters.

The board of directors defines ex ante, at least at the beginning of its mandate, the quantitative and qualitative criteria for assessing the significance of the situations set forth above in letters c) and d). If the director is also a partner in a professional or a consulting firm, the board of directors assesses the significance of the professional relationships that may have an effect on his or her position and role within the professional or the consulting firm and in any event those pertaining to important transactions of the company and the group it heads, even regardless of the quantitative parameters.

The chair of the board of directors, who has been nominated for such role according to recommendation 23, can be assessed as independent if none of the circumstances set forth above occurs. If the independent chair is member of the board committees recommended by the Code, such committees are made up in majority of independent directors, other than the chair. The independent chair of the board of directors cannot chair the remuneration committee and the control and risk committee.

1. The company defines the diversity criteria for the composition of the board of directors and the control body and identifies the most suitable tool for their implementation, taking into account its ownership structures.

At least a third of the board of directors and the control body, where the latter is autonomous, is to be comprised of members of the less represented gender.

Companies adopt measures to promote equal treatment and opportunities among genders within the entire organisation, monitoring their specific implementation.

• 1. All members of the control body meet the independence requirements set out in recommendation 7 for directors. The independence assessment is carried out, with the timing and manner provided for by recommendation 6, by the board of directors or by the control body; such an assessment is based on the information provided by each member of the control body.
• 1. The outcome of the assessments of independence of directors and members of the control body referred to in recommendations 6 and 9 is disclosed to the market immediately after the appointment through a specific press release and, later, in the corporate governance report. In both cases, the outcome of the assessment provides information about: the criteria used for the assessment of the significance of the relationships and, in case of any deviation from the circumstances set forth in recommendation 7, a clear and detailed reason for this choice motivated by the individual situation and characteristics of the director concerned.

Article 3 - Functioning of the board of directors and the role of the chair

Principles

IX. The board of directors defines the rules and procedures for its functioning, ensuring an efficient flow of information to directors.

√	Par. 4.3 "Composition (ex art. 123 -bis, paragraph 2, letters d) and d -bis, TUF)"
	Par. 11.2
	"Composition and
	functioning (pursuant to
√	art. 123 -bis, paragraph 2,
	letters d) and d -bis), of
	the Consolidated
	Financial Act or TUF)"
	Par. 4.7
	"Independent directors
	and lead independent
	directors"
	Par. 11.2
√	"Composition and
	functioning (pursuant to
	art. 123 -bis, paragraph 2,
	letters d) and d -bis), of
	the Consolidated
	Financial Act or TUF)"
	Par. 4.4
	"Functioning of the
	Board of Directors
√	(pursuant to art. 123 -bis,
	paragraph 2, letter d) of
	the Consolidated
	Financial Act or TUF)"

X. functioning of the board.	The chair of the board of directors plays a liaison role between executive and nonexecutive directors and ensures the effective	√	Par. 4.5 "Role of the Chair of the Board of Directors"
XI. propositional and consultative functions.	The board of directors ensures an adequate division of its functions and establishes board committees with preliminary,	√	Par. 6.0 "Board of Directors' Internal Committees (pursuant to art. 123 -bis, paragraph 2, letter d) of the Consolidated Financial Act or TUF)"
XII. fulfilment of their board responsibilities.	Each director ensures adequate time commitment for the	√	Par. 4.4 "Functioning of the Board of Directors (pursuant to art. 123 -bis, paragraph 2, letter d) of the Consolidated Financial Act or TUF)"
Recommendations 11. The board of directors develops internal rules that define the timeliness and completeness of the flow of information. and adequacy of the information provided to the directors.	functioning of the board and its committees, including the means for recording the minutes of the meetings and the procedures for providing information to directors. These procedures identify the prior notice for the submission of the documentation, ensuring that confidentiality issues are properly managed without affecting the The corporate governance report provides adequate information on the main contents of the board of director's internal rules and on compliance with the procedures aimed at ensuring the timeliness	√	Par. 6.0 "Board of Directors' Internal Committees (pursuant to art. 123 -bis, paragraph 2, letter d) of the Consolidated Financial Act or TUF)"
12. The chair of the board of directors, with the help of the board secretary, ensures that: a) the pre -meeting information directors to act in an informed manner; b) the activity of the board of directors; c) regulatory and self e) review, with the support of the nomination committee.	and the complementary information provided during the meeting are suitable to allow the activity of the board committees with preliminary, propositional and consultative functions is coordinated with in agreement with the chief executive officer, the managers of the company and those of the companies of the group it heads, who are competent on the issues concerned, participate in the relevant board meetings to provide appropriate insights on the items on the agenda, also upon request of one or more directors; d) all the members of the board of directors and control body can take part, after the appointment and during the mandate, in initiatives aimed at providing them with adequate knowledge of the industry in which the company operates, the company dynamics and their evolution, also in relation to the company's sustainable success. Such initiatives also cover the risk management issues as well as any relevant part of the -regulatory framework; to provide for the adequacy and transparency of the board	√	Par. 4.5 "Role of the Chair of the Board of Directors"
13. The board of directors appoints an independent director as lead independent director: a) or holds significant managerial powers;	if the chair of the board of directors is the chief executive officer	√	Par. 4.7 "Independent directors and lead independent directors"

b) if the office of chair is held by the person who controls, also jointly, the company;
c) in large companies, even in the absence of the conditions indicated in letter a) and b), if requested by the majority of independent directors.		√
14. The lead independent director: a) collects and coordinates the requests and contributions of non - executive directors and, in particular, of independent ones; b) coordinates the meetings of the independent directors.	√		Par. 4.7 "Independent directors and lead independent directors"
15. In large companies, the board of directors expresses its guidelines on the maximum number of offices that can be considered compatible with an effective performance and the time commitment required by the role of the directors. The relevant offices are those held in corporate bodies of other listed companies and of companies having a significant size.		√	Par. 4.3 "Composition (ex art. 123 -bis, paragraph 2, letters d) and d -bis, TUF)"
16. The board of directors sets up internal committees with preliminary, propositional and consultative functions regarding appointments, remuneration and control and risks. These functions can be either assigned to the three board committees recommended by the Code or distributed in a different manner or even combined in a single committee. In any case, the company ensures an adequate disclosure on the tasks and activities carried out by each of the assigned functions, as well as an adequate composition of each committee. The functions of one or more committees can even be assigned to the board of directors, under the coordination of the chair, provided that: a) independent directors represent at least half of the board; b) the board dedicates adequate sessions to the performance of such functions. In the event that the functions of the remuneration committee are assigned to the board of directors, the last paragraph of recommendation 26 applies. Companies other than large ones may assign the functions of the control and risk committee to the board of directors even in absence of the condition set forth above in letter a).	√		Par. 6.0 "Board of Directors' Internal Committees (pursuant to art. 123 -bis, paragraph 2, letter d) of the Consolidated Financial Act or TUF)"
Companies with concentrated ownership, even large ones, can assign the functions of the nomination committee to the board of directors even in absence of the condition set forth above in letter a).		√
17. The board of directors defines the tasks of the committees and their composition, favouring the competence and experience of their members and avoiding, in large companies, an excessive concentration of offices. Each committee is coordinated by a chair who informs the board of directors about the committee's activities at the first useful board meeting. The chair of the committee may invite the chair of the board of directors, the chief executive officer, the other directors and, by informing the chief executive officer, the managers of the corporate	√		Par. 6.0 "Board of Directors' Internal Committees (pursuant to art. 123 -bis, paragraph 2, letter d) of the Consolidated Financial Act or TUF)" Par. 8.2 "Appointments and
functions that are competent on the matters of the committee meeting, to individual committee's meetings. The members of the control body can attend the meetings of each committee. Board committees can have access to the information and the corporate functions that are necessary for the performance of their duties. Board committees have adequate financial resources and			Remuneration Committee" Par. 9.2 "Control and Risk Committee"

can avail themselves of external consultants according to the
conditions set forth by the board of directors.
18. The board of directors, upon proposal of the chair, provides for the
appointment and dismissal of the board secretary and defines his
or her professional requirements and attributes in the board's		Par. 4.5
internal rules.		"Role of the Chair of the
The board secretary supports the activities of the chair and		Board of Directors"
provides impartial assistance and advice to the board of directors	√
on all aspects relevant to the proper functioning of the corporate governance system.
Article 4 - Appointment of directors and board evaluation Principles		Par. 7.1
XIII. The board of directors ensures, within its competence, that the		"Self -evaluation and
process of appointment and succession of directors is	√	succession of the
transparent and functional to achieve the optimal composition		directors"
of the board according to the principles set forth in Article 2.
XIV. The board of directors periodically evaluates, through		Par. 7.1
formalised procedures, its effectiveness and the contribution		"Self -evaluation and
made by individual directors. The implementation of the board	√	succession of the
evaluation procedures is supervised by the board itself.		directors"
Recommendations
19. The board of directors entrusts the nomination committee to
support it on:
a) the evaluation of the board and its committees;
b) the definition of the optimal composition of the board and its
committees;		Par. 8.2
c) the identification of candidates in case of the director's co -		"Appointments and
optation;	√	Remuneration
d) the possible submission of a slate by the outgoing board,		Committee"
ensuring the transparency of the process that led to the slate's
structure and proposition;
e) the development, updating and implementation of succession
plan for the chief executive officer and the other executive
directors.
20. The majority of directors of the nomination committee are		Par. 8.2
independent.	√	"Appointments and
		Remuneration
		Committee"
21. The board evaluation assesses the size, composition and
functioning of the board and its committees. It includes also the		Par. 7.1
board's active involvement in the definition of the company's	√	"Self -evaluation and
strategy and in the monitoring of the management of the		succession of the
company's business as well as the appropriateness of the internal		directors"
control and risk management system.
22. The board evaluation is conducted at least every three years, before		Par. 7.1
the renewal of the board of directors.	√	"Self -evaluation and
		succession of the
		directors"
In large companies other than those with concentrated ownership,
the board evaluation is conducted on an annual basis and can be
diversified according to the term of the board's mandate. In such		√
companies, the board considers whether to appoint an external
facilitator for its evaluation at least once every three years. 23. In companies other than those with concentrated ownership, the
board of directors:

- sets forth guidelines on board composition deemed optimal before its renewal, considering the outcome of the board		√	Par. 4.3 "Composition (ex art.
evaluation;			123 -bis, paragraph 2,
- requires anyone submitting a slate with a number of candidates			letters d) and d -bis,
that is higher than half the number of members to be elected to			TUF)"
provide adequate information on the compliance of the slate with
the board guidelines mentioned above, and with the board
diversity criteria set forth in principle VII and recommendation 8.
In such cases, the slate also identifies its candidate for the
chairmanship of the board, whose appointment is conducted
according to the company's bylaws. All the information
mentioned in this paragraph are disclosed in the documentation
attached to the slate during its filing process.
The board guidelines are published on the company's website
before the publication of the notice of the shareholders' meeting
convened for the board's renewal. They identify the managerial
and professional profiles and the skills deemed necessary, having
due consideration of the company's sectoral characteristics, the
board diversity criteria set forth in principle VII and recommendation 8 as well as the board guidelines on the maximum
number of offices set forth in recommendation 15.
24. In large companies, the board of directors: - elaborates, with the support of the nomination committee, a plan
for the succession of the chief executive officer and executive			Par. 7.1
directors by identifying, at least, the procedures to be followed in		√	"Self -evaluation and
the event of an early termination of office;			succession of the
- ascertains the existence of appropriate procedures for the			directors"
succession of the top management.
Article 5 - Remuneration
Principles
XV. The remuneration policy for directors, members of the control			Section I, letter j), of
body and the top management contributes to the pursuit of	√		Cembre's Report on
the company's sustainable success and takes into account the			Remuneration Policy
need to have, retain and motivate people with the competence			and compensation paid.
and professionalism deemed adequate for their role.
XVI. The remuneration policy is developed by the board of			Section I, letter a) and
directors through a transparent procedure.			b), of Cembre's Report
	√		on Remuneration Policy
			and compensation paid.
XVII. The board of directors ensures that the remuneration paid and			Section I, letter a) and
accrued is consistent with the principles and criteria defined			b), of Cembre's Report
in the policy, considering the results achieved and any other	√		on Remuneration Policy
circumstances relevant for its implementation.			and compensation paid.
Recommendations
25. The board of directors entrusts the remuneration committee with
the task of:
a) supporting it in the development of the remuneration policy;
b) submitting proposals or expressing opinions on the
remuneration of executive directors and other directors who
hold specific responsibilities, as well as on the setting of			Section I, letter a) and
performance objectives related to the variable component of this	√		b), of Cembre's Report
remuneration;			on Remuneration Policy
c) monitoring the actual application of the remuneration policy			and compensation paid.
and verifying the effective achievement of the performance
objectives;

d) periodically assessing the adequacy and overall consistency of the remuneration policy for directors and the top management.

In order to have people with adequate competence and professionalism, the remuneration of executive and non -executive directors and of the members of the control body is defined with due consideration of the remuneration practices that are common with regards to the company's reference sectors and size. It also considers comparable international practices, with the possible support of an independent consultant.

1. The remuneration committee is made up of non -executive directors, the majority of whom are independent, and is chaired by an independent director. At least one member of the committee has adequate knowledge and experience in financial matters or remuneration policies; such skills are assessed by the board of directors before his or her appointment.

No director takes part in the meetings of the remuneration committee in which proposals relating to his or her remuneration are made.

• 1. The remuneration policy for executive directors and the top management defines:
  2. a) a balance between the fixed and the variable component which is consistent with the company's strategic objectives and risk management policy. Consistency is assessed taking into consideration the business's characteristics and the industry of the company. The variable component has in any case a significant weight on the overall remuneration;
  3. b) caps to the variable components;
  4. c) performance objectives, to which is linked the payment of the variable components, that are predetermined, measurable and predominantly linked to the long -term horizon. They are consistent with the company's strategic objectives and with the aim of promoting its sustainable success and includes non financial parameters, where relevant;
  5. d) an adequate deferral of a significant part of the variable component that has been already accrued. Such a deferral period is consistent with the company's business activity and its risk profile;
  6. e) provisions that enable the company to recover and/or withhold, in whole or in part, the variable components already paid -out or due, where they were based on data which subsequently proved to be manifestly misstated. The company can identify other circumstances in which such provisions are applied;

f) clear and predetermined rules for possible termination payments, establishing a cap to the total amount that might be paid out. The cap is linked to a certain amount or a certain number of years of remuneration. No indemnity is paid out if the termination of the office is motivated by director's objectively inadequate results.

1. The share -based remuneration plans for executive directors and the top management are aligned with the interests of the shareholders over a long -term horizon, providing that a predominant part of the plan has an overall vesting and holding period of at least five years.

2. The remuneration of non -executive directors is adequate to the competence, professionalism and commitment required by their role within the board of directors and its committees; this √

√

√

Remuneration Policy and compensation paid.

Section I, letter b), of Cembre's Report on Remuneration Policy and compensation paid.

Section I, letter p), of Cembre's Report on

Section I, letter e), f), k), l) and m), of Cembre's Report on Remuneration Policy and compensation paid.

√

Section I, "Incentive and loyalty plan known as Carlo Rosani Prize for the 50th Anniversary of the Foundation of the Company", pp. 15 -16 of Cembre's Report on Remuneration Policy and compensation paid.

^√ Section I, letter f), of Cembre's Report on

	Remuneration Policy and compensation paid.
√	Section I, letter f), of Cembre's Report on Remuneration Policy and compensation paid.
√	Section I, letter m), of Cembre's Report on Remuneration Policy and compensation paid.
	Par. 9.0
√	"Internal control and risk management system - Control and Risk Committee"
√	Par. 9.0 "Internal control and risk management system - Control and Risk Committee"
√	Par. 9.7 "Coordination among entities involved in the internal control and risk management system"

a) the board of directors, which plays a role in guiding and assessing the adequacy of the system;

• b) the chief executive officer, in charge of establishing and maintaining the internal control and risk management system;
• c) the control and risk committee set up within the board of directors, with the task of supporting the board of directors' assessments and decisions relating to the internal control and risk management system and the approval of periodical financial and non -financial reports. In companies that adopt the "one -tier" or "two -tier" corporate model, the functions of the control and risk committee can be assigned to the control body;
• d) the head of the internal audit function who is in charge of verifying that the internal control and risk management system is functional, adequate and consistent with the guidelines defined by the board of directors;
• e) the other corporate functions involved in the internal control and risk management system (such as the risk management functions and the functions dealing with legal and non compliance risk) which are articulated in relation to the company's size, sector, complexity and risk profile;
• f) the control body, which monitors the effectiveness of the internal control and risk management system.
• 1. The board of directors, with the support of the control and risk committee:
  2. a) defines the guidelines of the internal control and risk management system consistently with the company's strategies and assesses, at least once a year, the adequacy of this system with respect to the company's characteristics and its risk profile, as well as its effectiveness;
  3. b) appoints and dismisses the head of the internal audit function, defining his or her remuneration which is consistent with the company policies. The board ensures that he or she has adequate resources to carry out his or her duties. If the internal audit function is entrusted, as a whole or by operating segments, to an external entity, the board ensures that it meets the adequate requirements of professionalism, independence and organisation, providing adequate reasons for this choice in the corporate governance report;
  4. c) approves, at least on an annual basis, the work plan prepared by the head of the internal audit function, after hearing the control body and the chief executive officer;
  5. d) evaluates the opportunity to take measures to ensure the effectiveness and impartial assistance of the other corporate functions mentioned in recommendation 32(e). To this end, the board verifies that such functions have adequate professionalism and resources;
  6. e) assigns the supervisory functions pursuant to Art. 6(1)(b) of Legislative Decree No. 231/2001 to the control body or to a body established specifically for this purpose (the so -called functions of the "Organismo di Vigilanza"). If the body does not correspond to the control body, the board of directors considers whether to appoint within the body at least one non -executive director and/or a member of the control body and/or the head of a legal or supervisory function of the company, in order to ensure coordination among the various parties involved in the internal control and risk management system;
  7. f) evaluates, after consultation with the control body, the results presented by the statutory auditor in any letter of suggestions and in the additional report addressed to the control body;

√

√

Par. 9.0 "Internal control and risk management system - Control and Risk Committee"

Par. 9.0 "Internal control and risk management system - Control and Risk Committee"

g) describes, in the corporate governance report, the main characteristics of the internal control and risk management system and the methods of coordination among the subjects involved. The report provides information about the national and international reference models and best practices adopted and the board's overall assessment of the adequacy of the system itself. Moreover, it provides an adequate explanation of the composition of the control body referred to in letter e) above.

1. The chief executive officer:

2. a) identifies the main business risks, considering the characteristics of the activities carried out by the company and its subsidiaries, and periodically submit them to the examination of the board of directors;

3. b) implements the guidelines defined by the board of directors, providing for the design, implementation and management of the internal control and risk management system and constantly verifying its adequacy and effectiveness, as well as adapting it to the dynamics of the operating conditions and the legislative and regulatory landscape;
4. c) can entrust the internal audit with the tasks of carrying out specific controls on defined operational areas and on compliance with internal rules and procedures in the implementation of company transactions. Such requests are contextually conveyed to the chair of the board of directors, to the chair of the control and risk committee and to the chair of the control body;
5. d) reports promptly to the control and risk committee on problems and critical issues that emerged in the performance of his or her activity or of which he or she nevertheless has information so that the committee can take appropriate actions.
6. 1. The control and risk committee is comprised of non -executive directors, the majority of whom are independent, and is chaired by an independent director.

The committee has expertise that is consistent with the company's industry and assessment of its risks; at least one member of the committee has adequate knowledge and experience in accounting, finance or risk management.

The control and risk committee, in assisting the board of directors:

• a) assesses the external auditor and the control body, the correct application of the accounting principles and, in the case of groups, their homogeneity for the purposes of preparing the consolidated financial statement, after hearing the manager responsible for the corporate financial documents;
• b) assesses whether the periodic financial and non -financial information is suitable to correctly represent the company's business model, its strategies, the impact of its business and the performance achieved, in coordination with the committee mentioned in recommendation 1(a), if established;
• c) examines the content of the periodic non -financial information relevant to the internal control and risk management system;
• d) expresses opinions on specific aspects relating to the identification of the main corporate risks and supports the board of directors' assessments and decisions relating to the management of risks deriving from prejudicial facts of which the latter has become aware;
• e) examines the periodic and particularly relevant reports prepared by the internal audit function;

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Par. 9.1 "Chief Executive Officer"

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Par. 9.2 "Control and Risk Committee"

• f) monitors the autonomy, adequacy, effectiveness and efficiency of the internal audit function;
• g) can entrust the internal audit with the task of carrying out specific controls on defined operational areas. Such a request is contextually conveyed to the chair of the control body;
• h) reports to the board of directors, at least upon the approval of the annual and half -yearly financial report, on the activities carried out and on the adequacy of the internal control and risk management system.
• 1. The head of the internal audit function is not responsible for any operational area. He or she depends hierarchically on the board of directors and has direct access to all information that is useful for carrying out his or her duty.

The head of the internal audit function:

• a) verifies, both on an ongoing basis and in relation to specific needs and in compliance with international standards, the functioning and the suitability of the internal control and risk management system according to the audit plan. The audit plan is approved by the board of directors and is based on a structured process of analysis and prioritisation of the main risks;
• b) prepares periodic reports containing adequate information on its activity, on the ways in which risk management is conducted, as well as on compliance with the plans defined for the containment of risks. The periodic reports contain an assessment of the suitability of the internal control and risk management system;
• c) prepares promptly, at the request of the control body, reports on events of particular relevance;
• d) submits the reports referred to in letters b) and c) to the chairs of the control body, of the control and risk committee and of the board of directors, as well as to the chief executive officer, except in cases where the matter of these reports specifically concerns the activity of these subjects;
• e) verifies, as part of the audit plan, the reliability of the information systems, including the accounting systems.
• 1. The member of the control body who, on his or her own behalf or on behalf of third parties, has an interest in a specific transaction of the company, provides prompt and exhaustive information to the other members of the same body and to the chair of the board of directors about the nature, terms, origin and extent of his or her interest.

The control body and the control and risk committee promptly exchange relevant information for the performance of their respective duties. The chair of the control body, or another member of the control body designated by its chair, takes part in the meetings of the control and risk committee.

Par. 9.3 "Person responsible for Internal Audit"

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Par. 9.2 "Control and Risk Committee"

Par. 11.2 "Composition and functioning (pursuant to art. 123 -bis, paragraph 2, letters d) and d -bis), of the Consolidated Financial Act or TUF)"