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DēLonghi Group

CORPORATE
GOVERNANCE AND
SHAREHOLDING
STRUCTURE
REPORT
2025

TABLE OF CONTENTS

GLOSSARY 5

OVERVIEW 7

Group's Main Highlights 7

Share capital structure 8

Corporate governance model 9

Annual General Meeting 10

Board of Directors and its Committees 12

Board of Statutory Auditors 16

External Auditors 18

Diversity & Inclusion 18

Internal control and risk management system 19

Sustainability 20

ISSUERS' PROFILE 26
INFORMATION ON THE SHAREHOLDING STRUCTURE (pursuant to Article 123-bis, para. 1, CLF) as at 13 March 2026 29

a) Share capital structure (pursuant to Article 123-bis, para. 1(a), CLF) 29
b) Restrictions on the transfer of shares (pursuant to Article 123-bis, para. 1(b), CLF) 31

c) Major shareholdings (pursuant to Article 123-bis, para. 1(c) of the CLF) 31
d) Shares granting special rights (pursuant to Article 123-bis, para. 1(d) of the CLF) 32
e) Employee shareholdings: mechanism for exercising voting rights (pursuant to Article 123-bis, para. 1(e) of the CLF) 33
f) Restrictions on voting rights (pursuant to Article 123-bis, para. 1(f) of the CLF) 33
g) Shareholder agreements (pursuant to Article 123-bis, para. 1(g) of the CLF) 33
h) Change-of-control clauses (pursuant to Article 123-bis, para. 1(h), CLF) and statutory provisions relating to takeovers (pursuant to Article 104, para. 1-ter and 104-bis, para. 1, CLF) 33
i) Powers to increase the share capital and authorisations to purchase own shares (pursuant to Article 123-bis, para. 1(m), CLF) 34
l) Management and coordination activities (pursuant to Article 2497 et seq. of the Civil Code) 34

COMPLIANCE (pursuant to Article 123-bis, para. 2(a), first part, CLF) 36

BOARD OF DIRECTORS 37
4.1 Role of the Board of Directors 37
4.2 Appointment and replacement (pursuant to Article 123-bis, para. 1(l), first part, CLF) 43
4.3 Composition (pursuant to Article 123-bis, para. 2(d) and (d-bis), CLF) 45
4.4 Functioning of the Board of Directors (pursuant to Article 123-bis, para. 2(d), CLF) 51
4.5 Role of the Chairman of the Board of Directors 53
4.6 Executive Directors 55
4.7 Independent Directors and Lead Independent Director 57
MANAGEMENT OF CORPORATE INFORMATION 60
BOARD COMMITTEES (pursuant to Article 123-bis, para. 2(d) of the CLF) 61
SELF ASSESSMENT AND SUCCESSION OF DIRECTORS – REMUNERATION AND APPOINTMENTS COMMITTEE 64
7.1 Self assessment and succession of directors 64
7.2 Appointments Committee 65
DIRECTORS' COMPENSATION – REMUNERATION AND APPOINTMENTS COMMITTEE 66
8.1 Compensation of directors 66
8.2 Remuneration and Appointments Committee 66
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS, CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE 67
9.1. Chief Executive Officer 69
9.2 Control and Risks, Corporate Governance and Sustainability Committee 70
9.3 Internal Audit Manager 74
9.4 Organisational model pursuant to Legislative Decree 231/2001 76
9.5 External Auditor 77
9.6 Financial Reporting Officer and other company roles and functions 78
9.7 Coordination between the parties involved in the internal control and risk management system 80

DIRECTORS' INTERESTS AND TRANSACTIONS WITH RELATED PARTIES 81
BOARD OF STATUTORY AUDITORS 83
11.1 Appointment and replacement 83
11.2 Composition and functioning (pursuant to Article 123-bis, para. 2(d) and (d-bis), CLF) 84
11.3 ROLE 87
RELATIONS WITH SHAREHOLDERS AND OTHER SIGNIFICANT STAKEHOLDERS 88
ANNUAL GENERAL MEETINGS (PURSUANT TO ARTICLE 123-BIS, PARA. 1(L) AND PARA 2(C), CLF) 89
OTHER CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ARTICLE 123-BIS, PARA. 2(A), SECOND PART, CLF) 91
CHANGES SINCE THE CLOSING OF THE FINANCIAL YEAR 92
CONSIDERATIONS ON THE LETTER OF THE PRESIDENT OF THE CORPORATE GOVERNANCE COMMITTEE 93
TABLE 1: STRUCTURE OF THE BOARD OF DIRECTORS AT YEAR END 96
TABLE 2: STRUCTURE OF THE BOARD COMMITTEES AT YEAR END 97
TABLE 3: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AT YEAR END 98
Annex 1 – Recommendations 2021 – 2026 contained in the letters of the President of the Corporate Governance Committee and the related considerations of the issuer's Board of Directors 99
ANNEX 2 – Overview of the essential information contained in the Report regarding adherence to the principles and recommendations of the Corporate Governance Code 112

Glossary

Annual General Meeting/AGM: the annual general meeting of the shareholders of De' Longhi S.p.A.

Shareholders: the shareholders of De' Longhi S.p.A.

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

2018 Corporate Governance Code: the Corporate Governance Code for listed companies approved in July 2018 by the Corporate Governance Committee (as defined below).

Civil Code: the Italian Civil Code adopted with Royal Decree No. 262 of 16 March 1942.

Code of Ethical Conduct: the code of ethical conduct approved by the board of directors of De' Longhi S.p.A., in its updated version, on 31 July 2018.

Board of Auditors/Board of Statutory Auditors: the board of statutory auditors of De' Longhi S.p.A.

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

Board/Board of Directors: the board of directors of De' Longhi S.p.A.

CSRD: Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022

amending Regulation (EU) No. 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU as regards corporate sustainability reporting.

Implementing Decree: Legislative Decree No. 125 of 6 September 2024 'Implementation of Directive 2022/2464/EU of the European Parliament and of the Council of 14 December 2022 amending Regulation 537/2014/EU, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU as regards corporate sustainability reporting.'

NIS2 Implementing Decree: Legislative Decree No. 138/2024 "Transposition of Directive (EU) 2022/2555 on measures for a high common level of cybersecurity across the Union, amending Regulation (EU) No. 910/2014 and Directive 2018/1972, and repealing Directive (EU) 2016/1148".

NIS2 Directive: Directive (EU) 2022/2555 of 14 December 2022 "on measures for a high common level of cybersecurity across the Union, amending Regulation (EU) No. 910/2014 and Directive 2018/1972, and repealing Directive (EU) 2016/1148 (NIS2 Directive)".

Issuer/Company/De' Longhi: De' Longhi S.p.A., with registered office in Via Lodovico Seitz 47, Treviso (Italy).

Financial Year/FY: the financial year 2025.

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

Euronext Milan: the segment of the market managed by Borsa Italiana S.p.A. on which the Issuer's shares are traded, known as the 'Mercato Telematico Azionario' (MTA) until 25 October 2021.

Group/De' Longhi Group: De' Longhi and its subsidiaries pursuant to Article 93 of Legislative Decree No. 58 of 24 February 1998 and Article 2359 of the Civil Code.

Significant Transactions Guidelines: the 'Guidelines on particularly significant transactions' approved by the Board of Directors, in its updated version, on 12 November 2010.

Internal Control Guidelines: the 'Guidelines for the Internal Control and Risk Management System of the De' Longhi Group' approved by the Board of Directors, in their updated version, most recently on 30 June 2021.

Supervisory Board: the supervisory board of the Company set up in accordance with Article 6 of Legislative Decree No. 231 of 8 June 2001, as later amended.

RPT Procedure: the 'Procedure on transactions with related parties of the De' Longhi Group' prepared in accordance with Consob Regulation No. 17221/2010 and approved by the Company's Board of Directors, in its updated version, most recently on 30 June 2021.

Issuers' Regulation: Consob Regulation No. 11971 issued in 1999 (as later amended) concerning issuers.

Market Regulation: Consob Regulation No. 20249 issued in 2017 (as later amended) on financial markets.

Consob Related Parties Regulation: the Regulation No. 17221 issued by Consob in 2010 (as later amended) on transactions with related parties.

Regulation (EU) No. 596/2014: Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16.04.2014 (as later amended) on market abuse (Market Abuse Regulation - MAR).

Report: this report on corporate governance and shareholding structure relating to the 2025 financial year that De' Longhi is required to draft pursuant to Article 123-bis of Legislative Decree No. 58 of 24 February 1998.

Remuneration Report: the annual report on the remuneration policy and compensation paid that De' Longhi is required to draft pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998 and Article 84-quater of the Issuers' Regulation.

Sustainability Reporting: the disclosure of information on the Group's sustainability issues, drafted pursuant to Article 4 of the Implementing Decree, contained in the report on operations in the Annual Report at 31 December 2024, available on the website www.delonghigroup.com, section 'Governance - Corporate Bodies - Annual General Meeting April 2026'.

Articles of Association: the articles of association of De' Longhi.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Sustainable Success: the objective that guides the actions of the board of directors and that consists of creating long-term value for the benefit of the Shareholders, taking into account the interests of other stakeholders significant to the Company.

Consolidated Law on Finance or CLF: Legislative Decree No. 58 of 24 February 1998.

In addition to the above definitions, unless otherwise specified, the following definitions of the CG Code shall also be deemed to be referred to by reference: executive directors, Chief Executive Officer (CEO), business plan, companies with concentrated ownership, large company and top management.

Furthermore, unless otherwise specified, in the sections that refer to the contents of the relevant ESRSs, the definitions of the ESRSs themselves should also be referred to by reference, in particular those relating to: lobbying, value chain, affected communities, active and passive bribery, corporate culture, consumers, sustainability declaration, employees, discrimination, suppliers, own workforce, impacts, sustainability-related impacts, non-employee workers, independent members of the board of directors, metrics, business model, harassment, targets, opportunities, sustainability-related targets, management and control bodies, policies, indigenous peoples, stakeholders, sustainability issues, relevance, risks, sustainability-related risks, end users.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Overview

The aim of this section is to provide, through charts or tables, the most relevant and interesting information and data on the corporate governance model of De' Longhi S.p.A.

Group's Main Highlights

€3,801.5mln
Revenues
Change 8.7%

€1,964.7mln
Net ind. margin
Change 11.1%

€625.1mln
Adjusted EBITDA
Change 11.7%

€458.1mln
EBIT
Change 6.3%

€316.3mln
Net profit pertaining to the Group
Change 1.8%

Share capital structure

Share capital structure at the date on which this Report was approved

SHARE CAPITAL STRUCTURE
	N° shares	N° Voting Rights	Listed market	Rights & obligations
Ordinary shares (without par value)	151,294,737	233,086,252	Euronext Milan	The rights and obligations of shareholders are those provided for in Articles 2346 et seq. of the Civil Code; in particular, shares give their holders equal rights and each share gives the right to one vote, except as indicated for shares that have matured increased voting rights pursuant to Article 5-bis of the Articles of Association
of which shares with increased voting rights	81,791,515	163,583,030

Other information

	YES	NO
Restrictions on voting rights		X
Shares granting special rights		X
Limits to share ownership		X
Restrictions on transferring shares		X
Employees' shareholding with voting rights not exercised by them		X
Shareholders' agreements	X
Shareholding threshold for submitting slates	1%

For more detailed information on the shareholding structure, please refer to section 2 of this Report.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Corporate governance model

Traditional management and control model

EXTERNAL AUDITORS

Audits the company's accounts

SHAREHOLDERS' MEETING

Appoints the BoD and approves the financial statements

BOD

Prepares the financial statements and informs the Shareholders' Meeting

CONTROL AND RISK, CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE

REMUNERATION AND APPOINTMENTS COMMITTEE

INDEPENDENT COMMITTEE

Annual General Meeting

The Annual General Meeting is the body that represents the will of the shareholders and it meets at least once a year to approve the separate financial statements.

Ordinary and extraordinary annual general meeting of shareholders of 30 April 2025

A total of 578 Shareholders attended the Annual General Meeting in person or by proxy for 137,523,374 ordinary shares equal to 90.897659% of the ordinary share capital and 218,483,034 votes equal to 93.654483% of the voting rights attributed to the capital.

Agenda	% of votes present or represented
Ordinary Part
1. Approval of the Separate Financial Statements at 31 December 2024 accompanied by the Directors' Report on Operations, the Report by the Board of Statutory Auditors and the External Auditors' Report. Presentation of the Consolidated Financial Statements at 31 December 2024 and the consolidated sustainability reporting pursuant to Legislative Decree No. 125/2024. Resolutions thereon.	In Favour	98.84
	Opposed	1.01
	Abstaining	0.15
	No vote	0.01
2. Proposed allocation of the net profit for the year and distribution of the dividend. Resolutions thereon.	In Favour	99.97
	Opposed	0.00
	Abstaining	0.03
	No vote	0.01
3. Annual report on the remuneration policy and compensation paid:
3.1 approval of the '2025 Remuneration Policy' contained in Section I, in accordance with Article 123-ter(3-bis) of Legislative Decree No. 58/98;	In Favour	96.94
	Opposed	2.02
	Abstaining	1.04
	No vote	0.01
3.2 advisory vote on the 'Compensation paid in 2024' indicated in Section II, in accordance with Article 123-ter(6) of Legislative Decree No. 58/98.	In Favour	96.78
	Opposed	1.88
	Abstaining	1.33
	No vote	0.01

The tasks of the Annual General Meeting include appointing the members of the Board of Directors, the Board of Statutory Auditors and the External Auditors.

Ordinary and extraordinary annual general meeting of shareholders of 30 April 2025

Agenda	% of votes present or represented
4. Appointment of the Board of Directors:
4.1 determination of the number of members. Resolutions thereon;	In Favour	99.44
	Opposed	0.54
	Abstaining	0.03
	No vote	0.00
4.2 determination of the duration of office. Resolutions thereon;	In Favour	99.67
	Opposed	0.30
	Abstaining	0.03
	No vote	0.00
4.3 appointment of the Directors. Resolutions thereon;	In Favour	78.82 lista 1
	Opposed	0.04
	Abstaining	0.01
	No vote	0.00
4.4 appointment of the Chairman of the Board of Directors. Resolutions thereon;	In Favour	83.87
	Opposed	15.56
	Abstaining	0.03
	No vote	0.55

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Ordinary and extraordinary annual general meeting of shareholders of 30 April 2025

Agenda	% of votes present or represented
4.5 determination of the remuneration. Resolutions thereon.	In Favour 99.81
	Opposed 0.15
	Abstaining 0.03
	No vote 0.01
5. Appointment of the Board of Statutory Auditors for the three-year period 2025-2027:
5.1 the appointment of the Auditors and the Chairman of the Board of Statutory Auditors. Resolutions thereon;	In Favour 21.07 lista 2 78.82 lista 1
	Opposed 0.02
	Abstaining 0.01
	No vote 0.09
5.2 determination of the remuneration. Resolutions thereon.	In Favour 99.82
	Opposed 0.14
	Abstaining 0.03
	No vote 0.00
6. Proposal to authorise the purchase and disposal of treasury shares, after revoking, for the portion not executed, the resolution taken by the Annual General Meeting held on 19 April 2024. Resolutions thereon.	In Favour 98.83
	Opposed 1.14
	Abstaining 0.03
	No vote 0.01

Ordinary and extraordinary annual general meeting of shareholders of 30 April 2025

Agenda	% of votes present or represented
7. Proposed amendment of the Rules of the General Meeting. Resolutions thereon.	In Favour 77.56
	Opposed 22.41
	Abstaining 0.03
	No vote 0.01
Extraordinary Part
1. Proposed introduction of the office of ‘Honorary Chairman’ and consequent amendment of Article 11 of the Articles of Association. Resolutions thereon.	In Favour 83.58
	Opposed 15.85
	Abstaining 0.03
	No vote 0.55
2. Proposed elimination of the indication of the par value per share and consequent amendment of Articles 5 and 5-quater of the Articles of Association. Resolutions thereon.	In Favour 99.96
	Opposed 0.00
	Abstaining 0.03
	No vote 0.01

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Board of Directors and its Committees

Composition

In office from 30 April 2025 to 31 December 2025 and at the date of this Report

Committees

Control and Risks, Corporate Governance and Sustainability Committee ☑
Remuneration and Appointments Committee ☑
Independent Committee ☑

Areas of expertise

Finance, economics, accounting ☑
Industry ☑
Sales Marketing/Digital/Technological Innovation ☑
Sustainability ☑
Risks/internal audit ☑
Legal/Compliance ☑
Business management and organisation ☑
Remuneration policies ☑

Slates

M Slate submitted by the shareholder
De Longhi Industrial S.A.

m Slate submitted by a group of asset management companies and financial intermediaries

Independence

Independent as per the CLF ☐
Independent as per the CLF and Code ☐

Fabio de' Longhi

Chairman and Chief Executive Officer
In office since 2001
Executive

Committees
Skills
Slate

Nicola Serafin

Director
In office since 2025
General Manager since 2023
Executive

Committees
Skills
Slate

Carlo Grossi

Director
In office since 2022
Independent

Committees
Skills
Slate

Silvia de' Longhi

Vice-Chairman
In office since 2007
Executive

Committees
Skills
Slate

Massimiliano Benedetti

Director
In office since 2018
Independent

Committees
Skills
Slate

Ferruccio Borsani

Director
In office since 2019
Independent

Committees
Skills
Slate

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Micaela Le Divelec

Lemmi

Director
In office since 2022

Independent

Committees
Skills
Slate

Chairman
M

Luisa Maria Virginia

Collina

Director
In office since 2016

Independent

Committees
Skills
Slate

Stefania Petruccioli

Director
In office since 2013

Non-Executive

Committees
Skills
Slate

Christophe Olivier

Cornu

Director
In office since 2025

Independent

Committees
Skills
Slate

Carlo Garavaglia

Director
In office since 2001

Non-Executive

Committees
Skills
Slate

Guende diversity

Male
7
Female
5

Diversity of seniority of office

From 1 to 3 financial years
2

From 4 to 6 financial years
2

From 7 to 9 financial years
2

Up to 9 financial years
6

Diversity of age

Up to 45
1

From 46 to 55
2

From 56 to 65
6

From 66 to 75
2

+75
1

Independence

Executive
3

Independent ex
CG Code and TUF
6

Independent ex
TUF
1

Non executive
2

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Functioning

Board of Directors – Meetings 2025
J	F	M	A	M	J	J	A	S	O	N	D
●	●	●	●	●	-	●	-	-	-	●	-
Control and Risks, Corporate Governance and Sustainability Committee – Meetings 2025
---	---	---	---	---	---	---	---	---	---	---	---
J	F	M	A	M	J	J	A	S	O	N	D
●	●	●	-	●	-	●	-	●	●	●	●
Remuneration and Appointments Committee – Meetings 2025
---	---	---	---	---	---	---	---	---	---	---	---
J	F	M	A	M	J	J	A	S	O	N	D
●	●	●	●	●	-	-	-	●	●	●	●
Independent Committee – Meetings 2025
---	---	---	---	---	---	---	---	---	---	---	---
J	F	M	A	M	J	J	A	S	O	N	D
-	-	-	NA	NA	NA	NA	NA	NA	NA	NA	NA
Independent Committee – Meetings 2025
---	---	---	---	---	---	---	---	---	---	---	---
J	F	M	A	M	J	J	A	S	O	N	D
-	-	●	-	-	●	-	-	-	-	-	-

8 meetings - Total
98¹% Attendance rate
7 meetings - Total
100% Attendance rate
8 meetings - Total
100% Attendance rate
- meetings - Total
NA Attendance rate
2 hours 30 minutes Average duration
8 Planned 2026
2 hours Average duration
8 Planned 2026*
NA Average duration
NA Planned 2026
1 hour Average duration
2 meetings - Total
100% Attendance rate
2 hours 20 minutes Average duration
1 hour Average duration
2 Planned 2026

1 All Directors attended all meetings they were required to attend, except for two Directors who were duly excused from one meeting each.

Other relevant offices held by the directors in office during the Financial Year in other listed or large companies².

Director	Offices
	Executive Director	Non-Executive Director	Auditor
Giuseppe de’ Longhi	3	-	-
Fabio de’ Longhi	3	1	-
Silvia de’ Longhi	1	1	-
Nicola Serafin	3	1	-
Massimiliano Benedetti	-	1	-
Christophe Cornu	-	1	-
Micaela le Divelec Lemmi	-	1	-
Stefania Petruccioli	-	2	-
Cristina Finocchi Mahne	-	2	-

Board evaluation process

Realisation	Method	Type of evaluation	Consultants involved	Evaluator
2024 (three-year period) in relation to the term 2022-2024	Questionnaire and individual in-depth discussion with all members of the Board of Directors and the Chairman of the Board of Statutory Auditors as observer	Independent	Egon Zehnder International S.p.A.	The Board of Directors with the support of the Remuneration and Appointments Committee

2 Understood as companies that closed the last financial year with a total value of assets or sales of over €500,000,000.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Board of Statutory Auditors

Composition

In office from 30 April 2025 to 31 December 2025 and at the date of this Report

Slates

M Slate submitted by the shareholder
De Longhi Industrial S.A.

m Slate submitted by a group of asset management companies and financial intermediaries

Alessandra Dalmonte

Standing
In office since 2022

Independent

Other offices held 6
Offices in Group companies 2
Slate M

Gianluca Bolelli

Alternate
In office since 2025

Independent

Other offices held -
Offices in Group companies -
Slate M

Cecilia Andreoli

Chairman
In office since 2025

Independent

Other offices held 11
Offices in Group companies -
Slate m

Marcello Francesco Priori

Standing
In office since 2025

Independent

Other offices held 7
Offices in Group companies 2
Slate M

Daniela Travella

Alternate
In office since 2025

Independent

Other offices held -
Offices in Group companies -
Slate m

Grade 2

Diversity of seniority of office

From 1 to 3 financial years 2
From 4 to 6 financial years 1

Diversity of age

Up to 45 1
From 56 to 65 2

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025
17

Board of Statutory Auditors – Meetings 2025
J	F	M	A	M	J	J	A	S	O	N
☑	☑	☑	☑	☑	☑	☑	☑	☑	☑	☑

12 meetings - Total
100%
Attendance rate

2 hours
Average duration
11
Planned 2026

Self-assessment process

Realisation	Method	Type of evaluation	Consultants involved	Evaluator
2025	Questionnaire and individual in-depth discussion with all members of the Board of Statutory Auditors	Independent	Egon Zehnder International S.p.A.	The Board of Statutory Auditors

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

External Auditors

	Date of engagement	Duration of engagement
PWC	The appointment was granted by the Annual General Meeting on 19 April 2018 and effective from the approval of the separate financial statements at 31 December 2018.	FY 2018-2027

PWC is also the auditor engaged to certify the compliance of the Sustainability Reporting.

Diversity & Inclusion

Measure Adopted	Website
Diversity policies for members of the corporate bodies of De’ Longhi S.p.A.	Available on the Company's website www.delonghigroup.com, section ‘Governance’ – ‘Company Documents’
DE&I Policy	Available on the Company's website www.delonghigroup.com, section ‘Sustainability’ – ‘Documents’ – ‘2024’

ESG

Main policies adopted in ESG	Website
ISO 14001:2015 certification	Available on the Company's website www.delonghigroup.com, section ‘Sustainability’ – ‘Documents’ – ‘2025’
ISO 45001:2018 certification	Available on the Company's website www.delonghigroup.com, section ‘Sustainability’ – ‘Documents’ – ‘2025’
Environmental and Health and Safety Policy	Available on the Company's website www.delonghigroup.com, section ‘Sustainability’ – ‘Documents’ – ‘2025’
De’Longhi Group Human Rights Policy	Available on the company intranet

Internal control and risk management system

Main elements of the Internal Control and Risk Management System	YES/NO
Adoption of the ICRMS guidelines	YES
Establishment and maintenance of the ICRMS entrusted to the CEO	YES
Appointment of the Internal Audit Manager	YES
Adoption of the Organisational Model pursuant to Legislative Decree 231/2001	YES
Appointment of the Supervisory Board	YES
Preparation of anti-bribery, anti-money laundering procedures, etc.	YES
Preparation of whistleblowing procedures and implementation of the related platform accessible from the site in the Company's website www.delonghigroup.com, section 'Governance' – 'Whistleblowing'	YES
Cybersecurity	YES/NO
---	---
Activities aimed at implementing the requirements laid down by the NIS2 Directive and the NIS2 Implementing Decree
Adoption of a cybersecurity governance policy	YES
Adoption of the cybersecurity incident management plan	YES
Appointment of the chief cybersecurity officer	YES

Governance model - Two-tier structure*

Internal Audit contributes independently to the assessment of cybersecurity measures and controls through targeted audits.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Sustainability

The De' Longhi Sustainability Manifesto, which describes the commitment areas and the initiatives, is available on the Company's website www.delonghigroup.com, section 'Sustainability' – 'Documents' – '2025'.

Sustainability Governance

DëlLonghi Group

Sustainability Manifesto

Sustainability Governance

SUSTAINABILITY GOVERNANCE

From board-level committees to cross-functional teams, our sustainability governance involves multiple layers of the organisation, each playing a crucial role in developing our sustainability strategy.

Board of Directors		Plays a central role in defining sustainability strategies and identifying the short/long-term objectives pursued by the Group.
Control and Risks, Corporate Governance and Sustainability Committee (CCR)		Supports the Board of Directors with specific preparatory, propositional, and consultative functions regarding sustainability.
Group Sustainability Council		Endorses and supports, via Group's Top Management and Sustainability Director, the defined strategy.
Leadership Team		Drives action plans and ensures effectiveness through executive review, in relation to sustainability.
Commitments' Leading Teams		Implement the sustainability plan's initiatives through cross-functional teams.

The 3 Commitments

DéLonghi Group

Sustainability Manifesto

Our Commitments

OUR COMMITMENTS

De' Longhi Group's way to drive sustainable change.

'Switch on' is more than a metaphor for us. It's a concrete approach to sustainability that transforms good intentions into real action. Through our three overarching commitments, driven by our 2024-26 Sustainability Plan, we want to trigger a systemic change that goes beyond individual gestures. Each one is a lever that we push to generate tangible impact: reducing our carbon footprint, reimagining product design, spreading awareness across our entire ecosystem.

This way, sustainability can be translated into concrete actions and plans, reflecting our dedication to progress.

TURNING A GLOBAL PROMISE INTO ACTION

In 2015, world leaders pledged to pursue a better future by defining 17 critical Sustainable Development Goals (SDGs). Today, our commitments aim to bring 4 of these milestones closer.

Progressing Over Emissions

Let's change our way of doing business by decarbonising our operations and value chain.

Designing Tomorrow

Let's embed sustainability in our products through design, materials and manufacturing.

Caring Together

Let's foster conscious choices and responsible behaviours by engaging our people, our consumers and communities.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

The sustainability plan initiatives

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

pursuant to Article 123-bis of the Consolidated Law on Finance (traditional management and control model)

Issuer: De' Longhi S.p.A.

Website: www.delonghigroup.com

Financial year to which the Report refers: 2025

Date of Report approval: 13 March 2026

1. Issuers' Profile

1.1 Introduction

The De' Longhi Group is one of the leading global players in the sector of small electrical appliances dedicated to coffee, cooking, air conditioning and home care.

For over 50 years, the Group has developed and created products with a unique design which are found inside the homes of millions of people.

Initially known as a manufacturer of portable electric radiators and air conditioners, the Group has expanded its product range over the years; from outset, the De'Longhi brand distinguished itself as frontrunner in the coffee machine sector, a reputation built on pioneering industry-leading innovations.

The product range has expanded over the years, in part through the acquisitions of Kenwood and Ariete, and the perpetual licence for the Braun brand and Capital Brands, world leader in the personal blenders segment with the Nutribullet brand.

Starting in 2017, following the acquisition of Eversys, De'Longhi entered the professional espresso machine sector, focusing on super-automatic models and technological product innovation.

With the acquisition, in 2024, of La Marzocco, world leader in professional semi-automatic coffee machines, an iconic brand in the specialty coffee sector, the Group has significantly strengthened its presence in that sector and, together with Eversys, has created a new hub for the professional coffee market.

The Group is headquartered in Treviso (Italy) but has a global presence with over 50 direct sales subsidiaries and a network of distributors serving numerous markets; it also has R&D centres and several shops. In the industrial sector, the Group has 6 plants for the household segment in Italy (1), Romania (3), China (2) and 3 plants for the professional division in Italy (2) and Switzerland (1).

On average, over 10,500 people are part of a community that is present in all major countries.

The Group has built a strong reputation on the solid results it has achieved over the years, the strength of its brands and its commitment to sustained value creation.

In December 2025, the De'Longhi Group was added to the STOXX Europe 600 Index; a key benchmark for the European stock market that comprises 600 of the largest and most liquid shares on the continent. This has led to a significant rise in the Group's international visibility among institutional and retail investors.

1.2 Group's Values, Mission and History

The Group has defined and shared its Vision, the forward-looking scenario that best reflects its ideals and aspirations, together with its Mission, i.e. its ultimate purpose, the rationale for its existence and at the same time what sets it apart from all other companies.

A decisive factor was the definition of a charter of values, a system of ideas, ways of acting and attributes considered important in and of themselves and thus capable of inspiring and informing the action of the organisation as a whole: Ambition, Competence, Courage, Teamwork, Passion, Respect, Heritage. Explaining, updating and sharing ethical principles is the ideal completion of the project to define the Group's Identity.

The values and ethical principles that De' Longhi considers fundamental become the point of reference for the daily actions of all its employees, inspiring their conduct and actions. At the same time, their foundations are strengthened for the proper and healthy functioning and development of the Company. This is instrumental for the achievement of ambitious and sustainable objectives over time, in the interests of stakeholders, employees and the territories in which the Group operates and enhancing the reputation of its products and, consequently, its name on a global scale.

The Code of Ethical Conduct of the De' Longhi Group clearly defines the set of ethical principles that the whole Group recognises, accepts and shares.

The Group bases the performance of its business on respect for the ethical principles set out in the Code of Ethical Conduct on compliance with current regulations, also drawing inspiration for the development of its business and the pursuit of its Mission from the corporate values it has developed internally.

The Group is aware that the goal of continuously creating value for shareholders and other stakeholders must coexist with the ethical principles dictated by the Code (available on the Company's website www.delonghigroup.com section 'Sustainability' – 'Documents').

'The Group's values reflect who we are, our character, our way of being and working. They are ideals that guide the Group's actions through the day-to-day work of its people and their projects.'

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

1.3 Sustainability in the De' Longhi Group

In 2025, the Company also continued a progressive integration of environmental, social and governance sustainability issues within its corporate strategy, risk management and remuneration processes, promoting a systemic and transparent approach, in compliance with the principles set out in the Group's Code of Ethical Conduct, which is also able to ensure compliance with the principles of plurality, equal opportunities, fairness and no discrimination of any kind.

Confirming how central the concept of 'Sustainable Success' is for the De' Longhi Group, it should be remembered that the updated Sustainability Plan, integrated into the Medium-Term Plan 2024-2026, approved by the Board of Directors at the meeting held on 18 January 2024, ("Sustainability Plan"), was approved in 2024 and shows how sustainability continues to represent one of the Group's key enablers.

The Sustainability Plan has continued to focus on the goal of integrating sustainability into business processes, particularly through the identification of three key areas of commitment that will continue to guide the Group's strategies, and which are defined as: (i) changing the way business is conducted, decarbonising the stages in the value chain; (ii) making products increasingly sustainable by following an eco-design approach, integrating materials with low-carbon emissions and optimising production stages and (iii) promoting awareness and responsible behaviour particularly in the business community by involving people, consumers and external communities.

The above three areas of commitment will be pursued by implementing specific initiatives, which have been identified through a benchmark analysis among competitors, through gathering the requests of certain external stakeholders, particularly those operating in the Group's value chain, and through the participation of a number of corporate departments. This all contributed to the analysis and subsequent reformulation of the objectives already achieved or in the previous plan, to the identification of new initiatives and to provide further support via specific round tables and meetings. This concerted effort enabled quantitative and qualitative targets to be updated and new ones to be integrated, which the Group has set itself the goal of achieving in order to implement its

strategy between 2024 and 2026, and for some, even beyond that period.

Implementation of the Sustainability Plan is based on the constant and widespread contribution of most of the corporate departments, which will approach sustainability more and more as an integral part of the typical management of their departments.

In 2025, to facilitate this process, the operational governance model has been redefined with a view to broadening the representation of internal stakeholders and maximising their impact. As the scope of the initiative expanded, the necessity to extend its representation to the professional sphere – which is distinguished by a unique business model – resulted in the formation of the 'Group Sustainability Council'.

During the Financial Year, the Group is committed to developing various projects aimed at achieving the targets set out in the Sustainability Plan, including, for example:

as part of the De' Longhi Group's adherence to the UNCG (United Nations Global Impact), two important initiatives have been conducted which have helped to raise awareness and encourage implementation of the UNGC's core principles, relating to human rights, labour standards, environmental protection and combatting bribery. In particular, the Group participated, together with others, in the drafting of the paper 'Digital Transition Fostering Business Sustainability: Risks and Opportunities' (the paper was produced by a working group, coordinated by the UN Global Compact Network Italy Secretariat, composed of 47 UNGC companies, including De' Longhi). A second initiative saw a number of employees voluntarily participate in the six-month programme 'UNGC Business & Human Rights Accelerator', which enabled them to acquire the necessary skills to disseminate the principles of human rights within the De' Longhi Group;
drafting of the Group Human Rights Policy;
drafting of the Group Environmental and Health and Safety Policy;
following voluntary adhesion to the SBTi (Science-Based Targets Initiative) programme in December 2024, reduction targets resulting from an in-depth and rigorous feasibility study were approved in 2025. In this case, the following targets have been approved$^{3}$:

3 https://sciencebasedtargets.org/target-dashboard.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Overall Net-Zero Target: the De' Longhi Group is committed to achieving Net Zero greenhouse gases throughout the value chain by 2050;
Short-term Targets: The De'Longhi Group is committed to reducing absolute Scope 1 and 2 greenhouse gas (GHG) emissions by 58.8% by 2034, compared with the base year 2023. The De'Longhi Group is also committed to reducing absolute Scope 3 greenhouse gas (GHG) emissions by 35% within the same timeframe.
Long-term Targets: The De'Longhi Group is committed to reducing absolute Scope 1 and 2 greenhouse gas emissions by 90% by 2050, compared with the base year 2023. The De'Longhi Group is also committed to reducing absolute Scope 3 greenhouse gas (GHG) emissions by 90% within the same timeframe.
consolidation of the supply chain due diligence process through the implementation of an advanced digital platform, managed by a specialist independent partner. This initiative has made it possible to automate the collection and validation of complex data from an initial panel of 3,000 suppliers, ensuring compliance with the Company's strict ESG standards. Specific focus has been directed to monitoring conflict minerals, integrating traceability procedures aimed at mitigating the ethical risks throughout the value chain. With this technological infrastructure, the Group launched a careful mapping of the supply chain, ensuring that the commitment to environmental sustainability and social responsibility is shared and actually implemented by all business partners.

The Company continues with activities related to participation in a call by the Ministry of Universities and Research (MUR), as part of the National Recovery and Resilience Plan (PNRR), which call envisages the creation of at least 12 extended partnerships, including Models for Sustainable Nutrition in cooperation with the University of Parma. The targets to be achieved include: waste prevention, supply chain sustainability and circularity, improved nutrition and food sustainability in densely populated areas.

Furthermore, De' Longhi joined the Italian Green New Deal, a national call focused on ecological transition and circular projects.

It should be noted that, in 2023, the Company started sponsoring two Sustainability Design PhDs in the Design Department of the Polytechnic University of Milan.

In 2024, the Company published the first Sustainability Report relating to FY 2024, pursuant to the Implementing Decree, and it is available in the website www.delonghigroup.com, section 'Governance' - 'Corporate Bodies' - 'AGM Archive' - '2025' - 'Annual General Meeting 30 April 2025'.

Also this year, the Company will publish the Sustainability Report in a specific section of the report on operations accompanying the consolidated financial statements, pursuant to the Implementing Decree, at the same time as this Report is made available and with reference to the Financial Year and it will be available in the website www.delonghigroup.com, section 'Governance' - 'Corporate Bodies' - 'Annual General Meeting April 2026'.

1.4 De' Longhi's corporate governance system

De' Longhi's corporate governance system is the traditional system (the so-called 'Latin' model). The corporate bodies of De' Longhi are, therefore, the Annual General Meeting of Shareholders, the Board of Directors and the Board of Statutory Auditors. The Control and Risks, Corporate Governance and Sustainability Committee ('Control and Risks Committee' for short), the Remuneration and Appointments Committee and the Independent Committee are all part of the board of directors.

The Board of Directors monitors and implements the corporate governance rules with the support of the aforementioned Control and Risks Committee and of the company's internal structures.

For more information on the organisational structure of the Company and the Group, and in particular on top management, please refer to the website www.delonghigroup.com, section 'Governance' - 'Management'.

The Company is the entity that performs management and coordination activities on the companies in the De' Longhi Group, also with regard to governance, using the recommendation to adopt the principles (e.g. those contained in the Code of Ethical Conduct) and, where possible, the specific regulations (e.g. the Significant Transactions Guidelines, which assign the responsibility of examining and approving transactions having a significant economic, capital and financial impact for the Group to the Board).

The goal of the corporate governance system adopted by De' Longhi is that of ensuring the proper functioning of the Company, first and foremost, and the Group in general, and promoting the reliability of its products globally and, consequently, the brand name.

The Company's shares have been traded on the Euronext Milan since 24 July 2001.

As of FY 2021, the Company adheres to the CG Code, which replaced the 2018 Corporate Governance Code for listed companies to which De' Longhi adhered from March 2007 until FY 2020. The Issuer has also adopted a Code of Ethical Conduct, a document that contains the ethical principles and general rules that characterise the Issuer's and the Group's organisation and business internally and in relations with third parties.

1.5 Classification of De' Longhi under the Corporate Governance Code

During the Financial Year, the Company fell within the definition of 'large company' provided by the CG Code, since the capitalisation it recorded on the last day of trading in the three previous calendar years (2022, 2023 and 2024) was over €1 billion, as well as within that of a 'company with concentrated ownership' provided by the Code itself, in that De Longhi Industrial S.A. held during the Financial Year (and holds at the date of approval of this Report) the majority of votes that can be exercised in an ordinary Annual General Meeting of Shareholders (see section 2(c) below).

In consideration of the above qualification as a 'large company' and as a 'company with concentrated ownership', in application of the recommendations of the CG Code, the Issuer has availed itself of some of the flexibility options provided for by the Code which are illustrated in this Report below.

The Issuer does not fall under the definition of an SME pursuant to Article 1, para. 1(w-quater.1), of the Consolidated Law on Finance or Article 2-ter of the Issuers' Regulation.

2. Information on the Shareholding Structure (pursuant to Article 123-bis, para. 1, CLF) as at 13 March 2026

In compliance with the provision of Article 123-bis of the Consolidated Law on Finance, information on the Company's shareholding structure at the date of approval of this Report (13 March 2026) is specified below.

A) Share capital structure (pursuant to Article 123-bis, para. 1(a), CLF)

De' Longhi's entire share capital is made up of ordinary shares with voting rights and these are traded on the Euronext Milan managed by Borsa Italiana S.p.A.

At 31 December 2025, the share capital subscribed and paid up was €226,942,105.50 divided into 151,294,737 shares without a par value, represented exclusively by ordinary shares, of which 81,791,515 with increased voting rights (see point (D) below in this section). The total number of voting rights that can be exercised at the Annual General Meeting was 233,086,252.

At the date this Report was approved there have been no changes.

On 22 April 2020, the Annual General Meeting resolved to increase the share capital further, by payment, in one or more tranches, for a maximum nominal amount €4,500,000, with the issue of a maximum of 3,000,000 ordinary shares with a par value of €1.50 each, with the same characteristics as the ordinary shares in circulation at the date of issue, excluding pre-emption rights pursuant to Article 2441, paras. 4, second subparagraph, and 8 of the Civil Code, and Article 5-bis, para. 3 of the Articles of Association. The share capital increase – which can be exercised by 31 December 2027 – is for the additional equity based incentive plan called the 'Stock Options Plan 2020-2027' which is set to end on 31 December 2027, for the Company's Chief Executive Officer and a limited number of Top Managers of the De' Longhi Group, to be implemented with a scrip issue of stock options to the beneficiaries. For

details on the plan, please refer to the Disclosure Document, drafted pursuant to Article 84-bis of the Issuers' Regulation, and Remuneration Report, both published on the website www.delonghigroup.com, section 'Governance' - 'Corporate Bodies' - 'AGM Archive' - '2020' - 'Annual General Meeting of 22 April 2020'.

On 19 April 2024, the Annual General Meeting approved a '2024-2026 Performance Share Plan' (which envisages the free allotment of a maximum of 1,200,000 De' Longhi shares to the Chief Executive Officer, the General Manager and a limited number of top managers of the Group), and granted the Board of Directors the power to increase the share capital to service the aforementioned Plan, free of charge and also in several tranches, pursuant to Article 2349 of the Civil Code, by issuing a maximum of 1,200,000 ordinary shares with a par value of €1.50 each and thus for a maximum amount of €1,800,000.

For more detailed information on the plan mentioned above and on the powers that were granted to the Board of Directors regarding the capital increase to service the same plan, reference is made to the 'Directors' Report on the fourth item on the agenda for the ordinary part of the Annual General Meeting convened in ordinary and extraordinary session for 19 April 2024', with the annexed Information Document pursuant to Article 84-bis of the Issuers' Regulation and the Rules of the Plan, as well as the 'Directors' Report on the second item on the agenda for the extraordinary part of the Annual General Meeting convened in ordinary and extraordinary session for 19 April 2024', both published on the Company's website, section 'Governance' - 'Corporate Bodies' - 'AGM Archive' - '2024' - 'Annual General Meeting 19 April 2024'.

On 30 June 2019, for the first time, several shareholders matured increased voting rights pursuant to Article 5-bis of the Articles of Association.

Therefore, at 31 December 2025, 81,791,515 shares (out of a total of 151,294,737) had matured increased voting rights at a ratio of two voting rights per share.

At the date this Report was approved there have been no changes.

It should be noted that the Company has not issued any financial instruments granting the right to subscribe to newly issued shares.

De' Longhi's share capital structure at the date of approval of this Report is shown in the table below.

SHARE CAPITAL STRUCTURE
	N° shares	N° Voting Rights	Listed market	Rights & obligations
Ordinary shares (without par value)	151,294,737	233,086,252	Euronext Milan	The rights and obligations of shareholders are those provided for in Articles 2346 et seq. of the Civil Code; in particular, shares give their holders equal rights and each share gives the right to one vote, except as indicated for shares that have matured increased voting rights pursuant to Article 5-bis of the Articles of Association
of which shares with increased voting rights	81,791,515	163,583,030

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

B) Restrictions on the transfer of shares (pursuant to Article 123-bis, para. 1(b), CLF)

The Articles of Association do not set any restrictions to the transfer of shares, nor limits to owning shares or the approval of the corporate or shareholder bodies to admit Shareholders within the shareholding structure.

C) Major shareholdings (pursuant to Article 123-bis, para. 1(c) of the CLF)

Based on the entries in the Register of Shareholdings on the date this Report is approved and the communications received by the Company in accordance with Article 120 of the Consolidated Law on Finance and other information available to the Company, the major shareholdings in De' Longhi at the date of approval of this Report are indicated in the table below.

Declarant	Direct shareholder	% Share of ordinary capital	% Share of voting capital
The Long E Trust	De Longhi Industrial SA	53.511%	69.468%

According to the 120A form received on 24 June 2025, APG ASSET MANAGEMENT N.V. has announced that it has reduced its shareholding to below the 3% threshold.

D) Shares granting special rights (pursuant to Article 123-bis, para. 1(d) of the CLF)

The Company has not issued shares that grant special control rights, nor do the Articles of Association envisage special powers for certain shareholders of De' Longhi or holders of particular categories of shares in the same.

Following the amendment of Article 5-bis of the Articles of Association, in accordance with Article 127-quinquies of the Consolidated Law on Finance regarding increased voting rights, approved by the Annual General Meeting on 11 April 2017, shareholders (or others with voting rights) who make express request can be registered in a special 'List' set up by the

Company, in compliance with the provisions laid down in Article 143-quater of the Issuers' Regulation, which will assign them two votes for each share registered in the List and held uninterruptedly for a period of 24 months from the date of List registration.

For more information on the change to the Articles of Association, reference is made to the Directors' Report on the agenda for the extraordinary part of the Annual General Meeting of 11 April 2017, available on the Company's website www.delonghigroup.com, 'Governance' - 'Corporate Bodies' - 'AGM Archive' - '2017' - 'Annual General Meeting 11 April 2017'.

Subsequently, the Annual General Meeting of 21 April 2023 approved some amendments to Article 5-bis of the Articles of Association, which were aimed at aligning the provisions of the Articles of Association concerning the increased voting rights with the guidance expressed by Consob with Communication No. 214548 of 18 April 2019 and with the repeal of Article 44, para. 3 of the 'Unified Post-Trading Decision of Consob and Banca d'Italia of 13 August 2018' (containing the 'Regulation of central counterparties, central securities depositories and centralised management activities'), introduced with measure dated 10 October 2022 (hereinafter, the 'Unified Post-Trading Decision').

For more information on the change to the Articles of Association, reference is made to the Directors' Report on the agenda for the extraordinary part of the Annual General Meeting of 21 April 2023, available on the Company's website www.delonghigroup.com, 'Governance' - 'Corporate Bodies' - 'AGM Archive' - '2023' - 'Annual General Meeting 2023'.

The rules on registration, keeping and updating the List are contained in the 'Rules for increased voting rights' adopted by the Board of Directors on 11 April 2017, most recently updated on 9 November 2023, and can be viewed on the Company's website www.delonghigroup.com, 'Governance' - 'Increased voting rights'.

At 31 December 2025, 81,791,515 shares, out of 151,294,737 ordinary shares representing the share capital, attributed a double vote.

At the date this Report was approved there have been no changes.

In application of Article 143-quater, para. 5 of the Issuers' Regulation, the Company has published the list of names of shareholders with an interest higher than 3% who have obtained increasing voting rights in the above section of its website.

The table below shows the name of the single major shareholder (namely, the holder of more than 3% of the voting rights) which, at the date of approval of this Report, obtained the increased voting rights.

It should also be noted that during 2023, APG Asset Management requested registration on the list of increased voting rights in relation to a total of 10,100,000 shares. In 2024, APG

Asset Management requested removal from the list of increased voting rights for part of its shares, which had been recorded in the list in 2023. During the Financial Year, on 30 June 2025, APG Asset Management had accrued increased voting rights relating to 315,000 shares and later, on 28 July 2025, requested removal from the list of shares with increased voting rights.

It should also be noted that, as of the date of approval of this Report, increased voting rights have also been obtained by other shareholders with interests of less than 3% (who hold a total of 831,855 shares which, as a result of the increase, give the right to a total of 1,663,710 votes).

Shareholder	No. ordinary shares	% of capital	No. voting rights	% of voting rights	Vesting Date
De Longhi Industrial S.A.	80,959,660	53.511	161,919,320	69.468	30.06.2019

The Company's Articles of Association do not contain provisions regarding increased voting rights pursuant to Article 127-sexies of the Consolidated Law on Finance.

E) Employee shareholdings: mechanism for exercising voting rights (pursuant to Article 123-bis, para. 1(e) of the CLF)

At the date of approval of this Report there is no system for

employee shareholdings in which the right to vote is not exercised directly by the employees.

F) Restrictions on voting rights (pursuant to Article 123-bis, para. 1(f) of the CLF)

There are no special provisions in the Articles of Association restricting or limiting voting rights, nor any separation of the financial rights associated with the shares from ownership of the same.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

G) Shareholder agreements (pursuant to Article 123-bis, para. 1(g) of the CLF)

With regard to the Shareholder Agreements pursuant to Article 122 of the Consolidated Law on Finance of which De' Longhi is aware, the following is stated.

On 21 December 2023, as part of a structured business combination transaction between Eversys S.A. and La Marzocco International LLC – about which the market was informed on the same date and as set out in section 1.3 above – pursuant to a purchase and exchange agreement ('PEA') entered into on the same date between the Company, DLI and the Original Shareholders (as defined below) (the 'Transaction') an Amended and Restated Limited Liability Company Agreement (the 'Agreement') governed by Delaware law was entered into between (1) De' Longhi S.p.A. (the 'Company'), (2) De' Longhi Industrial S.A. ('DLI'), (3) Bruno U.S. HoldCo LLC, a limited liability company incorporated under Delaware law (USA), with registered office at 251 Little Falls Drive Wilmington, County of New Castle, Delaware 19808 ('Bruno US'), indirectly controlled by the Company; and (4) (i) The Two Lions Industries Corp, with registered office at 8 The Green, Suite 1, Dover County, Kent, Delaware 19901, (ii) Cinque S.r.l., with registered office at Viale Giacomo Matteotti 25, Florence, Italy, (iii) Kent Bakke, residing at 4800 Fremont Avenue N. #222, Seattle, WA 98103, (iv) Bakke Family LLC, with registered office at 4800 Fremont Avenue N. #222, Seattle, WA 98103, (v) Bakke & Kennelly Charitable Remainder Trust, with registered address at 4800 Fremont Avenue N. #222 Seattle, WA 98103, (vi) Guido Bernardinelli, residing at Via Lorenzo Ghiberti 24, Milan, Italy, (vii) Roberto Bianchi, residing at Via di Bellosguardo 4, Loc. Montorsoli Stazione, Sesto Fiorentino (FI), (viii) Lorenzo Carboni, residing at 102 Canaletto Tower, 257 City Road EC1V 1AD, London UK, (ix) James S. Ginsburg Dynasty Trust, with registered address at 885 Bluff St. Glencoe, IL 60022, (x) O'Connor, Defaria LLC, with registered office at PO Box 2367, Aptos, CA 95001, (xi) Christopher Pietro Salierno, residing at Piazza della Conciliazione 1, Milan, (xii) Guber S.r.l., with registered office at Via Lorenzo Ghiberti, 24, Milan, Italy (the parties under point (4), jointly, the 'Original Shareholders'), concerning Bruno US, as co-holding company, together with Bruno International HoldCo, LLC ('Bruno International' and, together with Bruno US, the 'Bruno Holdcos') of the combined group that will result from the business combination as of the closing date of the Transaction, as provided for by the PEA (the 'Closing'). The Agreement will be effective as of the Closing. The PEA also provides that the Company, DLI and the Original Shareholders

will enter into an Amended and Restated Limited Liability Company Agreement with Bruno International on the date of Closing, relating to Bruno International itself and containing, mutatis mutandis, the same provisions of the Agreement applying to Bruno International (this agreement together with the Agreement, the 'Agreements').

The Agreements provide inter alia that, if certain conditions have not been met by the 5th anniversary of the Closing date, (i) both DLI and the Original Shareholders who, jointly, represent at least 50% + 1 of the capital held by the Original Shareholders in Bruno Holdcos, shall each have the right to cause the Company to enter into a demerger by assignment to the shareholders of the Company, to DLI and to the Original Shareholders, in proportion to their respective direct and indirect shareholdings in Bruno Holdcos, of the Bruno Holdcos shares for the purpose of listing the relevant shares (the 'Demerger'), and (ii) in such case, DLI agrees to vote in favour of the Demerger. DLI's undertaking referred to in point (ii) above shall remain in force for as long as DLI holds a shareholding in the Company and shall automatically cease to exist when DLI no longer holds any shareholding.

The Agreements contain relevant agreements within the meaning of Article 122, paras. 1 and 5(a) of the Consolidated Law on Finance.

Lastly, it should be noted that the shareholders' agreements relating to the Company bind all of the Company's shares currently held by DLI, amounting to 80,959,660 ordinary shares, which at the date on which the agreement was entered into represented a total of 53.59% of the Company's share capital and 69.47% of the related voting rights.

The relevant shareholders' agreements within the meaning of Article 122, paras. 1 and 5(a) of the Consolidated Law on Finance, contained in the Agreements were filed with the Company Register of Treviso on 22 December 2023.

In accordance with Article 131, para. 3 of the Issuers' Regulation, following the (i) capital increases implemented during 2025, in execution of an employee share-based incentive plan (Stock Options Plan 2020-2027 of De' Longhi S.p.A.), and (ii) the changes in voting rights as a result of requests for cancellation from the list of increased voting rights and the maturity of increased voting rights, also during 2025, the updated Essential Information of the Shareholder Agreements have been published on the company website. The changes only concern the number of voting rights attached to the shares transferred in the Shareholder Agreements.

For a fuller description of the Agreements, please refer to the essential information pursuant to Article 130 of the Issuers' Regulation, available on the Company's website www.delonghi-group.com section 'Governance' - 'Company Documents' - 'Shareholders' Agreement' - 'Shareholders' Agreement essential information'.

H) Change-of-control clauses (pursuant to Article 123-bis, para. 1(h), CLF) and statutory provisions relating to takeovers (pursuant to Article 104, para. 1-ter and 104-bis, para. 1, CLF)

The following significant agreements entered into by the Company and by the companies it controls contain contractual clauses relating to changes in control of the contracting company:

(i) the two loan agreements underlying the bond placed with US institutional investors (so-called US Private Placement) for the total amount of €193 million, in the event that the Issuer's current majority shareholder decreases its shareholding to below 51%, provide for the lender being entitled to request early repayment;

(ii) the loan agreements and revolving credit facility with banking institutions for a total of approximately €223 million, in which provision is made, as is customary, for the lender to request early repayment or revocation of the credit facility in the event that the current ownership of the controlling interest held by De Longhi Industrial SA falls below 51%;

(iii) the securitisation agreement (Master Amendment Agreement) with BNP Paribas S.A., in the event that the current majority shareholder of the Seller of Receivables ceases to exert direct or indirect control over De' Longhi S.p.A., it provides for the lender being entitled to request termination of the agreement;

(iv) the License and distribution agreement and the License agreement for the Vertuoline Machine signed with Nestlé Nespresso S.A., relating to the licence of the Nespresso brand and the distribution of capsule coffee machines under the Nespresso and De' Longhi brands (Original Range and Vertuo models), which provide that, in the event of (i) a change in control of the one of the parties, (ii) a change of control in the majority shareholders (exceeding 30%) or (iii) a change in control of a percentage of assets exceeding 30%, the other party may terminate the agreement with immediate effect;

(v) the Manufacturing, License and distribution agreement (Lattissima) signed with Nestlé Nespresso S.A., relating to the licence of the Nespresso brand and the production and distribution of capsule coffee machines under the Nespresso and De' Longhi brands (Lattissima model), which provides that, in the event of (i) a change in control of the one of the parties, (ii) a change of control in the majority shareholders (exceeding 30%) or (iii) a change in control of a percentage of assets exceeding 30%, the other party may terminate the agreement with immediate effect.

(vi) the Manufacturing, License and distribution agreement Lattissima Vertuo signed with Nestlé Nespresso S.A., relating to the production, licence and distribution of coffee machines under the De' Longhi and Nespresso brands, which provides that, in the event of (i) a change in control of the one of the parties, (ii) a change of control in the majority shareholders (exceeding 30%) or (iii) a change in control of a percentage of assets exceeding 30%, the other party may terminate the agreement with immediate effect.

The Articles of Association do not derogate from the provisions set out in Article 104, paras. 1 and 1-bis of the Consolidated Law on Finance on the passivity rule (namely the Company's obligation to refrain from any action likely to conflict with the pursuit of the objectives of the takeover bid), nor do they contain the neutralisation rules contemplated by Article 104-bis, paras. 2 and 3 of the Consolidated Law on Finance.

I) Powers to increase the share capital and authorisations to purchase own shares (pursuant to Article 123-bis, para. 1(m), CLF)

Except as reported in point a) above on the capital increases for the 'Stock Options Plan 2020-2027' and for the '2024-2026 Performance Share Plan', the Annual General Meeting has not granted the board of directors any further powers to increase the share capital.

Article 5-ter of the Articles of Association states that the Company may issue participative financial instruments, in compliance with and within the limits set by the regulations in force at the moment of issue, but without any specific indication of methods and conditions of issue.

The ordinary Annual General Meeting held on 30 April 2025 resolved to renew - by revoking the annual general meeting resolution adopted on 19 April 2024 - the authorisation for the purchase and disposal of treasury shares up to a maximum of 14.5 million ordinary shares and, in any case, not exceeding

one fifth of the share capital, also taking into account any shares held by the Company and by the companies it controls. The authorisation was approved, in accordance with current provisions of law, for a maximum of 18 months (and, therefore, until 30 October 2026) and according to the methods, terms and conditions contained in the report on the agenda of the Annual General Meeting presented by the Board of Directors and available on the Company's website www.delonghigroup.com section 'Governance' - 'Corporate Bodies' - 'AGM Archive' - '2025' - 'Annual General Meeting of 30 April 2025', and on the authorised storage mechanism ().

On the basis of the authorisation granted by the Annual General Meeting held on 19 April 2024, starting from 16 January 2025, the Board of Directors initiated a share buyback plan, purchasing a total of 1,986,426 treasury shares. The aforementioned plan ended on 17 April 2025. For more information on this plan, please refer to the press release published by the Company on 15 January 2025, the information on the share buybacks carried out and the communication about the end of the buyback programme published on 22 April 2025, available on the website www.delonghigroup.com - section 'Investors' "Press releases and Presentations").

During FY and until the date of the approval of this Report, the Board of Directors also allocated, on the basis of the same authorisation, 229,913 treasury shares (in the portfolio following the buybacks made during FY 2025) to service the Stock Options Plan 2020-2027 in place at the Company (in relation to which reference is made to section 3.6 of the Remuneration Report). Therefore, as of the date on which this Report was approved, the Company directly holds 1,756,513 treasury shares. It should be noted that, with the exception of the Issuer, as of today none of the companies of the De' Longhi Group holds shares in the Company.

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

De' Longhi is not subject to management and coordination by the parent company De Longhi Industrial S.A., nor by any other person or entity, pursuant to Article 2497 et seq. of the Civil Code, since, as noted by the Board of Directors, most recently at the meeting held on 13 March 2026, the Issuer:

maintains its own characteristics of managerial autonomy;
has a structured organisation capable of carrying out all the company activities and functions;

has its own process of strategic and financial planning and control;
has its own capacity to make proposals regarding the implementation and development of its business activities.

The Company deems that the responsibility and authority of non-executive and independent directors and their significant weight in the passing of board decisions constitutes an additional guarantee that all Board decisions will be adopted solely in the interests of the Company and without any direction or interference from third parties with interests that are alien to those of the Group.

Conversely, De' Longhi exerts management and coordination activities over its own subsidiaries.

It should be noted that:

the information required by Article 123-bis, para. 1(i) of the Consolidated Law on Finance ('the agreements between the company and the directors ... which provide for a severance payment in the event of resignation or termination of employment without just cause or if the employment relationship is terminated following a takeover bid') are contained in the Remuneration Report (Section I, subsection 3.8), published on the Issuer's website www.delonghigroup.com, section 'Governance' – 'Corporate Bodies' – 'Annual General Meeting April 2026';
the information required by Article 123-bis, para. 1(I), first part ('rules governing the appointment and replacement of directors ... if different from the additional laws and regulations applicable') are illustrated in the section of this Report dedicated to the Board of Directors (Section 4, subsection 4.2);
in relation to the information required by Article 123-bis, para. 1(I), second part, there are no rules applicable to the amendment of the Articles of Association, other than the laws and regulations applicable in the alternative.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

3. Compliance (pursuant to Article 123-bis, para. 2(a), first part, CLF)

In FY, the Company applied the CG Code and its corporate governance structure, for the entire Financial Year, was set up in compliance with the principles and recommendations contained in the above Code and to which the Company has adhered, within the deadlines illustrated in this Report.

The CG Code is available to the public on the website of the Corporate Governance Committee on the page https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf.

The Company believes that aligning its internal corporate governance structures with those recommended by the CG Code is a valid and invaluable opportunity to increase its reliability in the eyes of the market.

Neither De' Longhi nor its subsidiaries with strategic importance are subject to provisions of foreign law that influence the corporate governance structure of the Issuer itself.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

4. Board of Directors

4.1 Role of the Board of Directors

The Board is vested, pursuant to Article 10 of the Articles of Association, with the broadest powers for the general and extraordinary administration of the Company, without any restrictions, with the authority to execute and implement all the acts it deems necessary to achieve the corporate purpose, excepting only those acts that the law and Articles of Association assign to the Annual General Meeting.

The Board of Directors plays a central role in the corporate organisation and the departments report to it. It is responsible for the strategic and organisational policies, as well as verifying the existence of the controls necessary to monitor the performance of the Issuer and the Group companies. In accordance with the principles and recommendations laid down by the CG Code, the Board guides the Company and the Group by pursuing Sustainable Success, i.e. the goal of long-term value generation for the benefit of shareholders, taking into account the interests of other stakeholders significant for the Company. In particular, the Board plays a central role in defining sustainability strategies and identifying the annual and long-term objectives pursued by the Group and in the process of verifying the related results.

On this point it should be noted that:

i) sustainability had already been included in the Group's 2021–2023 business plan, approved at the meeting on 5 October 2020, as one of the key enablers of future growth;

ii) on 28 July 2022, the Board of Directors had approved the Group's first Sustainability Plan, which also included the related targets;

iii) an updated Group Sustainability Plan was integrated in the Group's new 2024–2026 business plan (approved in its entirety at the meeting of 18 January 2024), continuing the Group's identification of sustainability as one of the key enablers of future growth and part of its strategies;

iv) with the approval of the Group's new 2024-2026 business plan, with the integrated Sustainability Plan, the material topics for long-term value generation were defined, with the involvement of the Control and Risks, Corporate Governance and Sustainability Committee, starting with the materiality matrix already outlined in the Non-Financial Statement pursuant to Legislative Decree No. 254/2016 (valid for both 2023 and 2024);

v) in compliance with the provisions of the CSRD and the Implementing Decree, the Group has expanded the materiality topics identified previously, supplementing them with the results of the so-called Double Materiality Assessment, approved for the first time by the Board of Directors on 14 March 2025, after consultation with the Control and Risks, Corporate Governance and Sustainability Committee. It should be noted that, in line with ESMA recommendations, the Board of Directors meeting on 19 February 2026, after consulting the Control and Risks, Corporate Governance and Sustainability Committee, updated its double materiality analysis. This update revealed results that were largely consistent with previous findings, with no significant changes emerging in the so-called material topics. In this way, both the most relevant impacts that the company could have on people and the environment, along the entire value chain (Impact Materiality) as well as the risks and opportunities (assessing their magnitude and likelihood) to which the company may be exposed by the external environment, quantifying their magnitude on its results or financial position (Financial Materiality). The results of the double materiality analysis show how the Sustainability Plan, as integrated into the three-year business plan, continues to be consistent with the Sustainable Success targets that the Group has set itself.

Furthermore, the Board of Directors has also entrusted responsibility for sustainability issues to the Control and Risks Committee, which is called upon to support the board of directors with specific fact-finding, proposal-making and advisory functions on the subject, including the analysis of issues relevant for the generation of long-term value to the benefit of shareholders, taking into account the interests of other stakeholders significant for the Company, with a view to pursuing Sustainable Success for the Company and the Group. For more information on the specific ways the Company and the Group pursue Sustainable Success, see section 1 of this Report.

In this context, the Board:

(i) defines the strategies of the Company and the De' Longhi Group, in line with the pursuit of Sustainable Success, and monitors their implementation. The Board of Directors is also the body that monitors implementation of the business plan over time;

(ii) defines the corporate governance system that is most suitable for carrying out the company's business and pursuing its strategies, taking into account the autonomy offered by the system. If necessary, the Board shall evaluate and advance appropriate changes, submitting them, when appropriate, to the Annual General Meeting. This activity is carried out also with the support of the Control and Risks Committee, which is also entrusted with the specific function of supporting the Board of Directors in all questions concerning the Issuer's corporate governance, with the intent to constantly align the Company's corporate governance system with international best practices;

(iii) promotes, in the most appropriate forms, dialogue with shareholders and other stakeholders significant for the Company. In this respect, the Company believes that in order to successfully pursue its business objectives, it is essential to maintain a constant, constructive dialogue with these parties, who are significant stakeholders, one that is focused on listening to the needs and requirements of all stakeholders and which represents the basis for a

lasting relationship of trust. Specific corporate departments are responsible for monitoring and maintaining communication with stakeholders, in accordance with the principles of transparency, fairness, clarity and completeness of information, so as to facilitate informed decision-making. With this in mind, the Company has identified - also through the activities that led to the preparation of the Sustainability Plan and the identification of material topics - the Group's significant stakeholders, providing listening/communication channels dedicated to each of them, as well as highlighting the main issues that emerged (information available on the Issuer's website www.delong-higroup.com, in the section 'Sustainability' - 'Stakeholders'). Furthermore, the Company's Board of Directors approved its 'Policy for managing dialogue with shareholders as a group' on 12 May 2021, more information on which is given in section 12 of this Report.

Furthermore, in accordance with the principles and recommendations of the CG Code, the Board:

(a) examines and approves the Company's and Group's business plan, also based on an analysis of the matters that are important for long-term value generation carried out with the possible support of the Control and Risks Committee established within the Board;
(b) periodically monitors implementation of the business plan and assesses the general performance of the company, comparing the results achieved with those planned;
(c) defines the nature and level of risk compatible with the Company's strategic objectives, including its assessment of all the elements that may be significant for the Company's Sustainable Success;
(d) defines the Company's corporate governance system and the structure of the De' Longhi Group and assesses the adequacy of the organisational, administrative and accounting structure of the Company and its strategically significant subsidiaries, particularly with regard to the internal control and risk management system (see section 9 of this Report);
(e) resolves on transactions to be carried out by the Company or its subsidiaries having a significant impact on the strategies, profitability, assets and liabilities or financial position of the Company itself. To this end, the Board establishes general criteria for identifying the significant transactions in the 'Guidelines on particularly significant

transactions' adopted by the Company;

(f) in order to ensure proper management of corporate information, adopts, upon the proposal of the Chairman in agreement with the Chief Executive Officer, a procedure for the internal management and disclosure to third parties of documents and information concerning the Company, particularly with regard to price sensitive information (see section 5 of this Report);
(g) in defining the corporate governance system that is most suitable for carrying out the company's business and pursuing its strategies, if necessary, the Board shall evaluate and advance appropriate changes, submitting them, when appropriate, to the Annual General Meeting;
(h) upon the proposal of the Chairman, formulated in agreement with the Chief Executive Officer, adopts and describes in the report on corporate governance and shareholding structure prepared each year by the Company pursuant to Article 123-bis of Legislative Decree No. 58/1998 a policy for managing dialogue with shareholders in general, also taking into account the engagement policies adopted by institutional investors and asset managers;
(i) with the support of the Remuneration and Appointments Committee set up within it: (i) draws up, in compliance with the law and regulations in force at the time and with the principles and recommendations of the CG Code, the remuneration policy for the Directors, the general manager and the standing statutory auditors of the Company (hereinafter referred to as the 'Statutory Auditors') - without prejudice to the provisions of Article 2402 of the Civil Code - and the top management (hereinafter referred to as the 'Remuneration Policy'), applying a transparent procedure and ensuring that it is functional to the pursuit of Sustainable Success and takes into account the need to have available, retain and motivate people with the competence and professionalism required by the role they hold in the Company; (ii) ensures that the remuneration paid and accrued is consistent with the principles and criteria defined in the Remuneration Policy, in light of the results achieved and other circumstances relevant to its implementation;
(j) on the occasion of the termination of office and/or termination of the relationship with an executive director or a general manager, discloses - through a communication to the market following the outcome of internal processes

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

leading to the allocation or recognition of any severance payment and/or other benefits – the information required by the CG Code.

For its proper functioning and effective organisation, the Board of Directors performs the following functions in accordance with the principles and recommendations of the CG Code:

establishes the Board's internal committees (hereinafter referred to as the 'Committees'), with the functions of providing advice and making recommendations, at least with regard to appointments, remuneration, control and risks, and sustainability, and to which it entrusts the task of supporting the Board in carrying out its role through adequate fact-finding activities, appointing their members and establishing their tasks, as well as approving their rules. The establishment of the Committees does not imply any limitation of the Board's decision-making powers and/or responsibility;
defines the rules and any procedures that might be appropriate for its own functioning and for that of the Committees, in particular in order to ensure effective management of the information to be provided before the respective meetings;
defines – in compliance with the law and regulations in force at the time and in compliance with the priority objective of ensuring that its members have the adequate expertise and professional skills – diversity criteria for its composition and for that of the Board of Statutory Auditors with regard to aspects such as age, gender composition and educational and professional background, identifying the most suitable instrument for their implementation, also taking into account the Company's shareholding structure;
conducts, at least in the lead-up to its renewal, using the procedures laid down by the CG Code in force at the time and with the support of the Chairman and the Remuneration and Appointments Committee, which are responsible for its adequacy and transparency, an assessment of the size and composition of the Board itself and its Committees, as well as their proper functioning (hereinafter referred to as the 'Self Assessment' or 'Board Review'), also taking into account the role played by the Board in defining strategies and monitoring management performance and the adequacy of the internal control and risk management system. For the Self Assessment, the Board also takes into account elements such as the professional characteristics,

experience, including managerial experience, and gender of its members, as well as their seniority in terms of years in office. All the above in compliance with the provisions of the 'Diversity policies for members of the corporate bodies of De' Longhi S.p.A.' in force at the time, as approved by the Board;

may issue, in the lead-up to each renewal, guidance on the qualitative and, if necessary, quantitative composition deemed optimal for the Board, taking into account the results of the Self Assessment. This guidance, if issued, is described in the directors' report to the shareholders on the appointment of the Board;
issues, unless otherwise decided and duly reasoned, its own guidance concerning the maximum number of positions on the board of directors or board of statutory auditors of other listed companies or large companies that may be considered compatible with the effective performance of the position of director of the Company, taking into account the commitment that comes with their role;
at least at the beginning of its term of office and unless otherwise decided and duly reasoned, upon the proposal of the Remuneration and Appointments Committee and having consulted the Board of Statutory Auditors: (i) defines the quantitative and qualitative criteria to be taken into account in order to assess the significance of commercial, financial or professional relationships and of the additional remuneration referred to in points c) and d) of Recommendation no. 7 of the CG Code, and also (ii) identifies the persons to be included in the definition of 'close family members' for the purposes of applying the circumstances referred to in Recommendation no. 7 of the CG Code;
defines, unless otherwise decided and duly reasoned, with the support of the Remuneration and Appointments Committee, a succession plan for the Chief Executive Officer and any other executive directors that identifies at least the procedures to be followed in the event of early termination of office, ensuring that it is updated and implemented; and ascertains the existence of adequate procedures for the succession of top management, as defined by the CG Code.

Furthermore, the Board is vested with all powers that have not been delegated to one or more Directors, including those reserved by the 'Guidelines on the Internal Control and Risk Management System of the De' Longhi Group' and by the 'Guidelines on particularly significant transactions' adopted by the Company and in force at the time.

In particular, bearing in mind the Board's role of guiding and assessing the adequacy of the Internal Control and Risk Management System, in accordance with the aforementioned Guidelines, the Board:

defines and updates the principles and the indications contained in the Guidelines, with the support of and after consulting the Control and Risks Committee so that the main risks relating to the Issuer and its subsidiaries are correctly identified, adequately measured, managed and monitored, determining the degree of compatibility of such risks with management of the company that is in line with the strategic objectives identified, including in its evaluations all the elements that may be relevant for the Sustainable Success of the Issuer and the De' Longhi Group;
identifies from among its members (i) the Chief Executive Officer tasked with setting up and maintaining an effective Internal Control and Risk Management System, and (ii) a Control and Risks Committee, with the task of supporting, with appropriate fact-finding activities, the assessments and decisions of the Board of Directors concerning the Internal Control and Risk Management System, as well as those relating to the approval of periodic financial and non-financial reports;
periodically, and as a rule at (or before) the meeting of the Board of Directors to approve the annual report, approves the strategies and policies for managing the principal risks of the Issuer and the De' Longhi Group, with particular attention to companies having strategic importance, based on the analysis of company risks and related control processes carried out by the Chief Executive Officer and with the support of and after consulting the Control and Risks Committee, which to this end informs the Board of Directors about the state of the Internal Control and Risk Management System also with regard to the factors which cause risks to the Company and the Group. The Board of Directors includes in its assessments all the elements that may be significant for the Sustainable Success of the Issuer and the De' Longhi Group;
periodically, and as a rule at (or before) the meetings of the Board of Directors to approve the annual report and half-year report, verifies – with the support of and after consulting the Control and Risks Committee – the adequacy of the Internal Control and Risk Management System with regard to the company characteristics and risk profile, as well as its effectiveness, ensuring that:

the duties and responsibilities are allocated clearly and appropriately;
the control functions, including the Internal Audit Manager, the Financial Reporting Officer and the Supervisory Board, are provided with adequate professional skills and resources to perform their duties and have been given the appropriate level of autonomy within the company structure, so as to ensure the effectiveness and impartiality of judgement;
the Internal Audit Manager is guaranteed independence from each operational area manager subject to his/her monitoring.
as a rule at the meeting of the Board of Directors for the approval of the quarterly report as of 30 September, if drafted voluntarily, or at a board meeting to be held in the fourth quarter, identifies the companies with strategic importance within the De' Longhi Group;
approves, at least on an annual basis, as a rule at (or before) the meeting of the Board of Directors to approve the annual report, with the support of and after consulting the Control and Risks Committee, the work schedule prepared by the Internal Audit Manager, having consulted the Board of Statutory Auditors and the Chief Executive Officer;
describes - with the support of the Control and Risks Committee - the main features of the Internal Control and Risk Management System and the methods of coordination between the subjects involved in it, in the 'Report on Corporate Governance and Shareholding Structure', indicating the relevant national and international models and best practices and expresses its assessment of the adequacy of the same, giving an account of the choices made regarding the composition of the Supervisory Board. The description includes the illustration of the principal features of the existing risk management and internal control systems with regard to the financial reporting process;
evaluates, with the support of the Control and Risks Committee and having consulted the Board of Statutory Auditors, the results presented by the independent auditor in the letter of recommendations and in the additional report for Board of Statutory Auditors.
upon the proposal of the Chief Executive Officer, with the favourable opinion of the Control and Risks Committee, and having consulted the Board of Statutory Auditors:
appoints and removes the Internal Audit Manager;
ensures that he or she has adequate resources to carry out their responsibilities;
defines his or her remuneration in line with company policies;
with the support of the Control and Risks Committee, appoints and removes members of the Issuer's Supervisory Board, established and functioning in accordance with Legislative Decree No. 231/2001, ensuring the coordination between the different parties involved in the Internal Control and Risk Management System;
adopts the Management and Control Organisational Model in accordance with Legislative Decree No. 231/2001 and approves all the adjustments made to comply with the provisions of law in force at the time;
adopts, in compliance with the laws and regulations in force at the time, the 'Procedure on transactions with related parties of the De' Longhi Group' and carries out, in accordance with the regulations in force at the time, the additional tasks assigned to it under the same procedure and under the regulatory provisions in force at the time.

To implement the principles and responsibilities described above, the Board of Directors has:

a) monitored by means of constant updates provided at each board meeting by the Chief Executive Officer, with the support of other managers, the implementation of the business plan and the general performance of operations by, in relation to the Financial Year, (i) verifying, most recently at the meeting on 19 February 2026, the implementation of the Group's business and strategic plan for the three-year period 2024-2026, which has been approved by the Company's Board of Directors at the meeting on 18 January 2024; (ii) assessing, during the meetings held during the Financial Year and, most recently, at the meeting on 13 March 2026, the overall management performance based on the information received from the delegated officers, comparing the results achieved with those planned. On this point it should be noted that the Board of Directors stated the principle that the delegated officers report to the Board on the activities performed in the exercise of the powers granted to them at least every three months, in accordance with the provisions of law in force. With

specific reference to the examination and approval of the business plan, we inform you that the Board of Directors approved, during its meeting held on 18 January 2024, the Medium-Term Plan 2024-2026, which defines the strategies of the Company and the Group and includes the Sustainability Plan within it, thus integrating ESG objectives into its strategies, consistent with the pursuit of Sustainable Success. In the Medium-Term Plan, the Board of Directors identified the strategic enablers, among which the Sustainability Plan (which is integrated in the Medium-Term Plan) plays a fundamental role, that will guide the Group towards a sustainable business model. The Control and Risks, Corporate Governance and Sustainability Committee examined the aforementioned Sustainability Plan, analysing both the macro-areas of commitment – the result of in-depth benchmark analyses and discussions with stakeholders – and the initiatives related to the aforementioned areas in order to implement sustainable corporate management. Furthermore, in order to align the Group's attention and commitment to ESG objectives, contained in the Sustainability Plan, these continue to be the subject as KPIs of the Company's remuneration policy also in the medium/long term;

b) assessed on a half-yearly basis and most recently at the meeting on 13 March 2026, the nature and level of risk compatible with the Company's identified strategic objectives, including its assessment of all the elements that may be significant for the Issuer's Sustainable Success;

c) assessed, at the meeting on 14 March 2025 and, most recently, at the meeting on 13 March 2026, the adequacy of the Issuer's organisational, administrative and general accounting structure and that of the subsidiaries with strategic importance, as well as the adequacy of the Company's Internal Control and Risk Management System and that of the subsidiaries with strategic importance, in relation to the company features and risk profile and on its effectiveness with the assistance of the Control and Risks Committee which, during its own meetings – attended by the Internal Audit Manager – has been able to continuously check the effective functioning of the Issuer's and Group's Internal Control and Risk Management System, particularly with regard to subsidiaries with strategic importance, and giving every six months – during the Board meetings for approving the annual report and the half-year report – a favourable opinion on its adequacy and effectiveness.

It should be noted that the Board of Directors has identified, most recently at the board meeting held on 12 November 2025, those subsidiaries with strategic importance and identifies them as the following companies: De' Longhi Appliances S.r.l. and De' Longhi Capital Services S.r.l., both with offices in Italy; Kenwood Ltd with offices in the United Kingdom; De'Longhi Kenwood A.P.A. Limited with offices in Hong Kong; De'Longhi America Inc. with offices in the United States; De'Longhi Australia Pty Ltd with offices in Australia; De'Longhi Japan Corp. with offices in Japan; De'Longhi LLC with offices in Russia; De'Longhi Deutschland GmbH with offices in Germany; De'Longhi Kenwood MEIA FZE with offices in the United Arab Emirates; De'Longhi Romania srl with offices in Romania; De'Longhi - Kenwood Appliances (Dong Guan) Co. Ltd with offices in China; De' Longhi France S.A.S. with offices in France; Eversys SA with offices in Switzerland; Capital Brands Holdings Inc. with office in the USA.

This identification was based on the identification criteria laid down in Article 11.3 of the Internal Control Guidelines and more specifically:

(i) qualitative criteria, represented by the strategic importance of the company within the Group;

(ii) quantitative criteria, identified in the exceeding of one of the three financial parameters below by 5%:

% incidence of net revenues vs others over total consolidated net revenues;
% incidence of total assets vs other over total consolidated assets;
% incidence of personnel cost over total consolidated personnel cost.

d) adopted the 'Guidelines on particularly significant transactions', approved by the Board in the its first version on 20 February 2006 and the updated on 12 November 2010 which contain precise criteria for identifying transactions that are the responsibility of the Board because they are significant transactions with third parties, including the companies controlled by the Issuer;

e) approved, at the meeting on 30 June 2021, with the favourable opinion of the Independent Committee, the updated version of the RPT Procedure, adopted by the Board of Directors since 12 November 2010, adapting its content to the new regulations introduced by Consob Resolution No. 21624/2020. The above procedure entered into force on 1 July 2021 (see section 10 of this Report).

It should be noted that, in accordance with the Consob Related Parties Regulation and in compliance with the RPT Procedure, approval of transactions of greater importance with related parties (or its proposed resolution to be submitted to the Annual General Meeting in the event the latter has the authority) is reserved for the Board which must resolve by acting upon the reasoned favourable opinion of the Independent Committee. In the event that the transaction of greater importance with related parties is to be performed by a subsidiary of the Issuer, the Board examines it in advance, upon the binding opinion of the Company's Independent Committee;

f) approved, at the meeting on 30 June 2021, with the support of the Control and Risks Committee, the updated version of the Internal Control Guidelines (for a description of its content, see section 9 of this Report);

g) implemented the scheduled corporate governance activities with a view to constant alignment with international best practices and the recommendations of the CG Code;

h) approved, at the meeting on 30 June 2021, the Rules of the Board of Directors as well as the rules of the Control and Risks Committee, the Remuneration and Appointments Committee and the Independent Committee (most recently updated on 9 November 2023), for the content of which reference should be made to sections 4.4 and 6 respectively of this Report;

i) carried out, most recently at the meeting on 6 February 2025, the assessment on the size, composition and functioning of the Board itself and its committees (Self Assessment or Board Review). For more details on this, reference should be made to the discussion in section 7 of this Report;

j) adopted, at the meeting on 12 May 2021, the 'Policy for managing dialogue with shareholders as a group', more information on which is given in section 12 of this Report;

m) adopted a 'Procedure for the internal management and disclosure to the market of corporate information', which came into force, in its original version, on 1 April 2006 and which was most recently updated by the Board at the meeting held on 30 July 2019, also in consideration of the subsequent legislative changes, such as more specifically the new EU regulations on market abuse, and Consob's issue of Guidelines on the management of inside information;

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n) complied with the disclosure requirements resulting from the resolution adopted, pursuant to Article 3 of Consob Resolution no. 18079 dated 20 January 2012, acknowledging in the financial reports that it has adopted the opt-out regime laid down in Article 70, para. 8 and Article 71, para. 1-bis of Consob Regulation no. 11971/99 with effect from 18 December 2012, and namely availing itself of the power to derogate from the obligations to publish information documents required during major operations such as mergers, demergers, capital increase by contributions of assets in kind, acquisitions and divestments.

It should be noted that, in relation to Recommendation no. 2 of the CG Code, during the Financial Year, the Board did not deem it necessary or appropriate to draw up reasoned proposals for defining a corporate governance system that is more in line with the company's needs to be submitted to the Annual General Meeting.

For information on the further powers of the Board of Directors as well as on the activities carried out, with regard to appointment, composition, functioning, self assessment, remuneration policy and internal control and risk management system, reference is made to subsequent sections 4.2, 4.3, 4.4, 7.1, 8 and 9 of this Report.

For the additional information required by ESRS 2, paragraphs 19, 20(b), 22, 24 and 26, please refer to the specific section 'ESRS 2 – General Information' of the Sustainability Report.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

4.2 Appointment and replacement (pursuant to Article 123-bis, para. 1(I), first part, CLF)

The methods and criteria for appointing members of the Board of Directors are described below, as provided for by Article 9 of the Articles of Association in force.

Method of appointment

In compliance with Article 147-ter of the Consolidated Law on Finance, electing the Board of Directors is performed using the slate voting system.

Entitlement to submit slates

The Articles of Association grant those Shareholders possessing a holding equal to at least that determined by Consob in accordance with the law and regulations, which at the date this Report was approved corresponds to 1% of the share capital, as laid down by Article 144-quater of the Issuers' Regulation and by Consob, most recently, with Management Decision No. 123 dated 28.01.2025 and adopted pursuant to Article 144-septies, para. 1 of the Issuers' Regulation, the right to submit slates of candidates for the election of directors. The Articles of Association do not envisage the possibility for the outgoing Board of Directors to submit a slate.

Formation of the slate and submission deadlines

The slates of candidates submitted by the Shareholders must be filed at the Company's registered office – with the special certificates issued by the authorised depository intermediaries, the curriculum vitae of each candidate and the related statements required by the law and regulations in force and by the Articles of Association – within the deadline set by Article 147-ter, para. 1-bis of the Consolidated Law on Finance, namely by the twenty-fifth day prior to the date on which the Annual General Meeting called to approve the appointment of the members of the Board of Directors will be held.

Each slate contains a number of candidates up to a maximum of thirteen, listed using sequential numbering.

At least two candidates, always indicated at least at the second and seventh place of each slate, must possess the requirements of independence established by Article 147-ter of the Consolidated Law on Finance. The Articles of Association do not provide for independence requisites of directors beyond those established for statutory auditors in accordance with Article 148, para. 3 of the Consolidated Law on Finance, nor requisites related to good repute and/or other professional skills other than those required by law for people holding the position of director.

The slates that contain three or more candidates must comprise candidates belonging to both genders (male and female), so as to ensure that the gender balance within the Board of Directors is at least equal to the minimum required by the laws and regulations in force at the time (currently at two fifths).

Method of election

The Board of Directors is elected as follows:

a) all the directors except one are taken, in the order they appear on the slate, from the slate that obtained the highest number of votes cast by the Shareholders, except as provided below to ensure a balance between the genders in compliance with the laws and regulations in force regarding gender equality;

b) the remaining director is taken from the slate which obtained the second greatest number of votes cast by the Shareholders, and who is not connected in any way, not even indirectly, with the Shareholders who submitted or voted for the slate with the greatest number of votes.

For the purposes of electing directors, the Company's Articles of Association do not contain the provision that the slate of candidates must obtain a minimum percentage of votes at the Annual General Meeting.

In the event that only one slate is submitted or admitted to the vote, the candidates of said slate will be appointed directors, respecting the sequential order of the candidates as they appear on the slate itself.

If, as a result of the slate voting or voting on the only slate submitted, the composition of the Board of Directors does not comply with the laws and regulations in force on gender equality at the time, the candidate of the most represented gender elected last in sequential order in the slate which obtained the highest number of votes will be replaced by the first candidate of the least represented gender, from the same slate and in sequential order, who was not elected. This replacement procedure will be used until the composition of the Board of Directors complies with the rules and regulations in force at the time and, in particular, those concerning gender equality. If this replacement procedure does not ensure gender equality, directors will be replaced using a resolution of the Annual General Meeting passed by a simple majority after candidates belonging to the least represented gender have been submitted.

Should it not be possible to appoint the directors using this slate method, the Annual General Meeting shall pass a resolution with a legal majority, without observing the procedure above, in compliance with the laws and regulations in force at the time, particularly those regarding gender equality.

Replacement of directors

The replacement of one or more directors elected by the Annual General Meeting must take place in compliance with the laws and regulations in force at the time, particularly those regarding gender equality.

It should be noted that, with regard to the composition of the Board of Directors, no legislation in this field other than the specific provisions of the Consolidated Law on Finance applies.

It should be noted that, at the meeting held on 18 December 2012, the Company's Board of Directors passed a resolution to change Articles 9 and 14 of the Articles of Association, concerning the appointment and composition of the corporate and control bodies, in order to comply with the provisions contained in Article 147-ter, para. 1-ter and Article 148, para. 1-bis of the Consolidated Law on Finance in force at the time – as amended by Law no. 120/2011 'provisions concerning gender equality in the management and control bodies of companies listed on regulated markets' ('Law 120') - and the current provisions of Article 144-undiecies.1 of the Issuers' Regulation. These regulatory provisions - in the amended text, in force at the time - required that the articles of association of listed companies provide a criterion for appointing members to the corporate bodies in order to ensure that the least represented of the genders holds at least one third (rounded up) of the positions on the Board of Directors and of the permanent positions on the Board of Statutory Auditors. The composition of the corporate bodies, renewed by the Annual General Meeting held on 30 April 2019, reflected the percentage of the least represented gender (women) laid down by the Articles of Association, in accordance with the provisions of law on the subject at the time of appointment.

Subsequently, Law No. 160 of 27.12.2019 introduced the following regulatory changes:

a. both genders must be represented in the management and control bodies by at least two fifths of the elected members (rounded up to the next unit, except in the case of bodies consisting of three members, where they are rounded down to the next unit);
b. the application of the new gender distribution criterion to renewals after 1 January 2020;
c. the application of this gender distribution criterion for six consecutive terms.

In light of the above, it was necessary to further adapt Articles 9 and 14 of the Articles of Association, in the lead-up to the renewal of the corporate bodies that took place on 20 April 2022. The Board of Directors (pursuant to Article 10 of the Articles of Association) made these changes by notarial resolution on 27 January 2022. In particular, a dynamic reference has been introduced to Articles 9 and 14 of the Articles of Association which provides that the 'equality between the male and female genders must be ensured in observance of the laws and regulations on gender equality in force at the time' for each corporate body.

The composition of the Board of Directors and the Board of Statutory Auditors, renewed by the Annual General Meeting held on 30 April 2025, reflects the percentage of the least represented gender (women) laid down by the Articles of Association, in accordance with the provisions of law on the subject.

With regard to the amendment of the Articles of Association, any changes will be made in accordance with the principles contained in the legislation and regulation in force, it being specified that the Board of Directors has the power to resolve on the issues referred to in Article 2365, para. 2 of the Civil Code, including amendments to the Articles of Association in order to comply with regulatory provisions.

As regards the information on the role of the Board of Directors and the Remuneration and Appointments Committee in the processes for self assessment and succession of directors, reference should be made to section 7 of this Report.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

4.3 Composition (pursuant to Article 123-bis, para. 2(d) and (d-bis), CLF)

The Board of Directors in office on the date this Report was approved was appointed by the resolution of the Annual General Meeting held on 30 April 2025 and will expire with the Annual General Meeting's approval of the separate financial statements at 31 December 2027.

The composition of the Board of Directors in office as of 31 December 2025, the closing date of the FY, is shown in Table 1 of the Appendix to this Report. This composition corresponds to that of the Board of Directors in office on the date this Report is presented and includes the following people: (1) Fabio de' Longhi (Chairman and CEO); (2) Silvia de' Longhi (Vice-Chairman); (3) Nicola Serafin; (4) Massimiliano Benedetti; (5) Ferruccio Borsani; (6) Luisa Maria Virginia Collina; (7) Christophe Olivier Cornu; (8) Cristina Finocchi Mahne; (9) Carlo Garavaglia; (10) Carlo Grossi; (11) Micaela Le Divelec Lemmi; (10) Maria Cristina Pagni; (12) Stefania Petruccioli.

During the Financial Year, the term expired of the Board of Directors appointed by the Annual General Meeting of 20 April 2022, for the three-year period 2022-2024, until the Annual General Meeting convened to approve the separate financial statements as at 31 December 2024, which was held on 30 April 2025.

Up until that date, the Board of Directors had been composed of: (1) Giuseppe de' Longhi (Chairman); (2) Fabio de' Longhi (Vice-Chairman and CEO); (3) Silvia de' Longhi; (4) Massimiliano Benedetti; (5) Ferruccio Borsani; (6) Luisa Maria Virginia Collina; (7) Carlo Garavaglia; (8) Carlo Grossi; (9) Micaela Le Divelec Lemmi; (10) Maria Cristina Pagni; (11) Stefania Petruccioli.

For information on the Board of Directors in office until the Annual General Meeting of 30 April 2025, please refer to section 4.3 of the Report on Corporate Governance and Shareholding Structure relating to FY 2024, available on the Company's website www.delonghigroup.com (section 'Governance' - 'Corporate Bodies' - 'AGM Archive' - 'Annual General Meeting 30 April 2025').

As indicated above, the renewal of the Board of Directors in office at the date of approval of this Report took place at the Annual General Meeting held on 30 April 2025, which had raised the total number of directors to 12, appointing its members for the three-year period 2025-2027 (therefore until the date of the Annual General Meeting to approve the financial statements at 31 December 2027).

The current Board of Directors was elected on the basis of two slates:

(i) the slate submitted on 4 April 2025 by the majority shareholder De Longhi Industrial S.A. (owner at the submission date of 80,959,660 shares corresponding to 53.511% of the share capital of De' Longhi S.p.A.), containing, in order, the candidates: (1) Fabio de' Longhi; (2) Micaela Le Divelec Lemmi; (3) Silvia de' Longhi; (4) Christophe Olivier Cornu; (5) Carlo Garavaglia; (6) Cristina Finocchi Mahne; (7) Carlo Grossi; (8) Nicola Serafin; (9) Stefania Petruccioli; (10) Massimiliano Benedetti; (11) Luisa Maria Virginia Collina and (12) Massimiliano Giuseppe Marcellino ('Slate no. 1');

(ii) the slate submitted on 3 April 2025 by a group of asset management companies and financial intermediaries (that were holding a total of 10,194,846 shares, corresponding to 6.7384% of the share capital of De' Longhi S.p.A.) containing, in order, the candidates (1) Ferruccio Borsani and (2) Angelica Krystle Donati ('Slate no. 2').

As a result of the vote, the following candidates were elected: (1) Fabio de' Longhi; (2) Micaela Le Divelec Lemmi; (3) Silvia de' Longhi; (4) Christophe Olivier Cornu; (5) Carlo Garavaglia; (6) Cristina Finocchi Mahne; (7) Carlo Grossi; (8) Nicola Serafin; (9) Stefania Petruccioli; (10) Massimiliano Benedetti; (11) Luisa Maria Virginia Collina - taken from Slate no. 1 - and (12) Ferruccio Borsani, taken from Slate no. 2'.

Given a voting capital represented by 137,523,374 ordinary shares equal to 90.897659% of the share capital and 218,483,034 votes equal to 93.654483% of the voting rights attributed to the capital, the election of the aforementioned Directors occurred with 172,206,290 votes in favour, equal to 78.819067% of the voting rights present at the Annual General Meeting and 73.817590% of total voting rights) for the slate submitted by the shareholder De Longhi Industrial S.A. (Slate no. 1) and with 46,155,271 votes in favour (equal to 21.125334% of the voting rights present at the Annual General Meeting and 19.784823% of the total voting rights) for the slate submitted by the group of asset management companies and financial intermediaries (Slate no. 2).

At the close of the FY and at the date this Report was approved:

the Board of Directors is composed of 12 (twelve) members of whom 3 (three) are Executive Directors and 9 (nine) Non-Executive Directors, all of whom have the professional skills and expertise appropriate to the tasks assigned to them;
the number and responsibilities of the Non-Executive Directors (9) are such as to ensure that they have a significant influence on the adoption of board resolutions and to guarantee effective monitoring of management; and
a significant number of Non-Executive Directors (6 out of 9) possess the independence requirements established by the Articles of Association and by the law, and also those established by the CG Code; it should also be noted that 1 other Non-Executive Director possesses the independence requirements established by the Articles of Association and by the law, but not those established by the CG Code, having held the office of director of the Issuer for more than 9 out of the last 12 financial years.

The following section contains the personal and professional details of each director in office at the date this Report was approved, also in accordance with Article 144-decies of the Issuers' Regulation:

FABIO DE' LONGHI, Chairman and CEO, member of the Board of Directors since the Company was listed and, more specifically, since 18 April 2001, was born in Treviso (Italy) in 1967. After graduating in Business Economics from Bocconi University in Milan, he has held several positions in the Company's Sales and Marketing Department, in Italy and abroad. He was Chief Executive Officer of the Group from June 2005 to April 2020, guiding it through its international expansion. He resumed the position of CEO of the Group in September 2022. Since 30 April 2025, he has held the position of Chairman of the Board of Directors of De'Longhi. Currently, he holds other executive positions in the Group's companies.

SILVIA DE' LONGHI, executive director, in office since 12 July 2007, was born in Trieste (Italy) in 1984. She obtained a degree in Political Science from Trieste University. After holding positions in the Marketing and Communication Department of Kenwood based in Havant (UK), and in organisation development for the Human Resources department of the De' Longhi Group, from 2016 she has been Chief Corporate Services Officer for the Group, entrusted, until the end of March 2026, with managing the Legal and Corporate Affairs, Human Resources and Organisation, Quality and Information Technologies Departments. Since 30 April 2025, she has held the position of Vice-Chairman of De'Longhi. Currently, she holds other positions in the Group's companies.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

NICOLA SERAFIN, General Manager of the De' Longhi Group since 1 January 2023. Since 30 April 2025, he has been a member of the Board of Directors of De' Longhi S.p.A.

Born in the province of Venice in 1970, his career in De' Longhi began in the late 1990s as a process engineer. In the following decade, he played a part in the Group's industrial internationalisation process, taking on growing responsibilities in Europe and Asia. He has been involved in both technology transfer and the development of industrial sites in Italy, China, Russia and Romania. Since 2012, he has also overseen Research & Development, with responsibility for the centres of expertise for innovation and product development in Italy, Germany, United Kingdom, Hong Kong and China. He took on the role of General Manager of the De' Longhi Group on 1 January 2023.

He sits on the boards of directors of various companies in the Group in Europe and Asia and he also represents the company as a director in the investee companies Eversys S.A., DL-TCL HOLDINGS (HK) LTD. and NPE S.r.l.

After graduating with honours in Mechanical Engineering from the University of Padova, he gained his first experience in the mechanical engineering industry at Danieli S.p.A. and in textiles at the Benetton Group. He also earned an Executive Master in Business Administration from the London Business School.

MASSIMILIANO BENEDETTI, independent director, in office since 19 April 2018, was born in Rimini (Italy) in 1970. After graduating in Chemical Engineering with Environmental specialisation, Massimiliano Benedetti started his professional career in the Change Management area of Andersen Consulting (now Accenture), handling projects related to the computerisation and optimisation of the supply chain for energy clients. In 2000, Benedetti went to YooX Group (now YooX Net-A-Porter Group, part of the Richemont Group) joining Federico Marchetti – the founder – during the company's start-up phase. He held the positions of Head of CRM & Logistics, VP Sales and Marketing and then Global Marketing Director, the position he held until the end of 2012. In 2013, Benedetti became an Independent Board Member of companies (such as H-Farm, LuisaViaRoma, Reda), an Internet Advisor for luxury, art and design brands and a Business Angel.

FERRUCCIO BORSANI, independent director, in office since 30 April 2019, was born in Locate Varesino (Como, Italy) in 1958. He graduated in Mechanical Engineering from the Polytechnic University of Milan and earned a Master's degree in Economics and Business Management at the Bocconi University of Milan. He has gained significant experience in leading international groups in the fields of Information Technology, Logistics and Telecommunications. In 1996, he joined Omnitel Italia Spa, now Vodafone Italia, where he held various management positions over time and became General Manager in 2013. As Chief Operating Officer, he managed and developed the services area in the Milan trade fair until 2024. Since 2015, he has worked as an angel investor, advisor and Board Member of technology, services and digital companies. He served as Independent Director in Telecom Italia in 2017 and, in the three-year period 2021-23, he served as Independent Director in the Biesse S.p.A. group.

LUISA MARIA VIRGINIA COLLINA, non-executive director, appointed on 14 April 2016 and in office since that date, she was born in Milan (Italy) in 1968. Architect, PhD and full professor in Design at the Polytechnic University of Milan. From 2005 to 2015, she was coordinator and Head of the Product Service System Design course at the School of Design in the Polytechnic University of Milan. From 2015 to 2021, she was Head (elected) at the School of Design in the Polytechnic University of Milan. She is interested in design, focusing particularly on services, interiors and strategic design. She collaborates with universities, research centres and enterprises for international research programmes and strategic innovation projects in design. The results of her research and teaching have been presented at numerous conferences and in numerous publications. From 2004 to 2008 and from 2013 to 2015 she was elected to the Board of Directors of the Polytechnic University of Milan; from 2009 to 2010, she was appointed by the Rector of the Polytechnic University of Milan as a member of the university's Assessment Unit. From 2010 to 2016, she was Delegate for the Rector of the Polytechnic University of Milan for the Expo and the University's Grand Events and for Internationalisation Policies, from 2016 for External Relations. From 2013 to 2019, she was President of Cumulus, the international association of universities and colleges of design, art and media. She is currently Honorary President of the same association. Since January 2024, she has been a member of the Board of Directors and Vice-Chairman of the Fondazione Politecnico di Milano.

CHRISTOPHE OLIVIER CORNU, independent director, in office since 30 April 2025, was born in Versailles (France) in 1963 and has dual French and Swiss citizenship.

A graduate from Ecole Superieure de Commerce di Lille (France), he also completed the Program for Executive Development and Board Director Program at IMD (Switzerland). Christophe Cornu developed his professional experience in the consumer goods sector, working chiefly for two multinationals, namely Unilever and Nestlé. With a career that has progressed in several countries, he has mainly worked in the areas of marketing, commerce and general management. His experience includes 15 years at Nespresso, where he held the roles of General Manager France, Global Marketing Director and Chief Commercial Officer.

His last two positions in Nestlé were President of the French branch and, subsequently, Senior Vice President of Europe Zone, with responsibility as Director of Special Projects until August 2025.

He is also Independent Director in the companies Mulberry PLC and MDS SGPS and a member of the supervisory board of Unowhy S.A.

CRISTINA FINOCCHI MAHNE, Independent Director, in office since 30 April 2025, Economist with over 25 years' experience as a C-suite executive/board member of listed banking groups/executive management consultancy firms. For over 15 years, she has served on the boards of listed companies in Italy and in the US, and on the boards of asset management firms (private equity and real estate). She has taught economics, finance and sustainability at university for over 10 years. She has over a decade of experience as Chair/member of control, risks & sustainability committees and appointments & remuneration committees as well as Lead Independent Director. She has built up extensive experience in regulated sectors. Since 1999, she has been actively involved in corporate governance and sustainability. She has gained extensive experience in senior leadership roles in associations, having served as president of the national chapter of WCD, a global foundation for the board members of listed companies.

She is a regular speaker at national/international conferences and has authored publications and articles on economic and financial issues and corporate governance.

Currently, she is an Adjunct Professor in the School of Banking, Finance and Insurance in the Università Cattolica del Sacro Cuore in Milan and also a member of the Scientific Committee of Centro Studi di Economia Applicata (CSEA). Previously, she taught Advanced Business Administration at the Faculty of Economics in the La Sapienza University of Rome and International Groups Corporate Governance at the Luiss Business School.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

She is on the boards of directors of listed companies that operate globally.

She is the President for Italy and member of the Global Visionary Awards committee of the WCD Foundation (Women Corporate Directors), USA.

She is a member of the Scientific Committee of the Fondazione Centesimus Annus, Vatican City. She is a member of the Global Advisory Board, Fordham Gabelli School of Business, NYC.

She is a member of the Steering Committee of the LILT (Lega Italiana per la Lotta contro i Tumori) Milan Monza Brianza.

She earned a degree in Economics and Business from La Sapienza University of Rome and an MBA from the Luiss Business School. Subsequently, she went on to earn further qualifications specialising in finance, financial reporting and management skills in London and Los Angeles.

CARLO GARAVAGLIA, non-executive director, in office since the Company was listed, namely since 18 April 2001, was born in Legnano (Milan, Italy) in 1943. He graduated in Economics and Business from the Università Cattolica of Milan. He has been a member of the Association of Chartered Accountants of Milan since 1972. He has been a Certified Public Accountant since 1979, now a statutory auditor. He was a manager and partner of KPMG in Milan from 1970 to 1976. Founding partner of Studio Legale Tributario L. Biscozzi – A. Fantozzi and, since 1998, founding partner of Studio Legale e Tributario Biscozzi Nobili. He speaks at conferences and has written books and articles. He is a Director on the board of unlisted companies, including Cordifin S.p.A.

CARLO GROSSI, independent director, in office since 20 April 2022, was born in Lecco (CO, Italy) in 1956. He obtained a degree in Mechanical Engineering from the University of Bologna and Advanced Management from INSEAD. He has gained significant senior leadership experience in major international groups: in the Packaging Sector the Italian (COESIA) and German (KORBER) groups, in the HVAC&R sector (MITSUBISHI ELECTRIC and PURMO) and in the Household Appliances sector (DE' LONGHI). In addition, he chaired a number of major international associations.

From 1980 to 1990, he held various roles in the COESIA Group and from 1998 to 2001 in the KORBER GROUP. From 2001 to 2011, he managed the De' Longhi Group's HVAC Professional Division. He was CEO of Del Clima, a spin-off from the Professional HVAC division, since 2012, the year it was listed on the

Milan stock exchange, until it was delisted in 2016. From 2016 to 2020, he was CEO of MITSUBISHI ELECTRIC Hydronics and IT Cooling SpA, of which he was later Chairman from 2021 to 2023. For Purmo PLC, European leader in domestic heating, from 2021 to 2024, the period in which it was listed on the NASDAQ Helsinki, he was an Independent Board Member and, after the delisting, he has been the Non-Executive Director and Chairman of the Advisory Board of the subsidiary Emmeti SpA since 2025.

Grossi was chairman of Eurovent Brussels (European Association of Air Conditioning and Refrigeration Industry) from 2011 to 2013 and Vice-Chairman from 2008 to 2010. From 2002 to 2011, he was a Board Member of Eurovent Certita Certification SAS (Paris), a leader in independent certification.

MICAELA LE DIVELEC LEMMI, independent director, in office since 20 April 2022, was born in Florence (Italy) in 1968. After graduating in Economics and Business, specialising in Business Management, in 1992, Micaela le Divelec Lemmi started her career in the Financial area at the audit firm Ernst & Young, following the banking sector. Le Divelec Lemmi joined Gucci in 1998, in the Management Control department, in the period immediately preceding the group's transformation into a multi-brand company and was therefore involved in the integration of the newly acquired brands (YSL, Bottega Veneta, Balenciaga, McQueen and Boucheron, among others). Le Divelec held various roles within the Group, including Group Controller until 2008, before focusing on the Gucci brand from 2008 in the role of Chief Financial Officer and later EVP and Chief Corporate Operations Officer. In March 2015, she was appointed EVP and Chief Consumer Officer, a role she held until April 2018. In 2018, le Divelec Lemmi joined Ferragamo as General Manager, and later acquired the title of Chief Executive Officer in July 2018. Since September 2021, after leaving the Ferragamo Group, le Divelec Lemmi has worked as an angel investor in the development of innovative start-ups and in providing strategic and management advice for the fashion and luxury sector. Le Divelec Lemmi currently holds the position of Independent Director in other companies besides De' Longhi S.p.A., namely Porsche AG and Covivio SA and she is on the board of directors of Fondazione CRF Firenze.

STEFANIA PETRUCCIOLI, non-executive director, in office since 23 April 2013, was born in Turin (Italy) in 1967. She graduated in Business Economics with honours from the Bocconi University in Milan and is a Chartered Accountant. After years of experience in a leading private equity management company, she took on the role of partner and shareholder in

Progressio SGR S.p.A., a company that manages two private equity funds, Progressio Investimenti I and II, for a total of €305 million funds under management, where she has worked since 2004. She was head of investments of the private equity and venture capital fund Principia III – Health until 2021. Since 2023, she has been a partner in 21 Invest Healthcare, a private equity fund dedicated to the healthcare sector. She has also worked as a lecturer on the Economics of Industrial Companies course at the Bocconi University of Milan.

The existence of executive and independence requirements of Company directors during the Financial Year were assessed by the Board of Directors in compliance with the principles and recommendations laid down by Article 2 of the CG Code, and the combined provisions of Article 147-ter, para. 4 and Article 148, para. 3 of the Consolidated Law on Finance, at the Board meeting held on 30 April 2025, following its renewal, then at the Board meeting held on 13 March 2025. On this point it should be noted that, for the proper implementation of the above corporate governance recommendations, the Board of Directors has previously identified, among other things, most recently at the meeting held on 12 November 2025, those De' Longhi Group companies with strategic relevance.

During the board meeting held on 13 March 2026, the Board of Statutory Auditors verified that the criteria and procedures adopted by the Board to assess the independence of its members had been applied correctly (see section 4.7 of this Report).

For more information on the composition of the Board of Directors at the end of the Financial Year, reference is made to Table 1 in the Appendix to this Report.

For the additional information required by ESRS 2, paragraphs 19, 20(a) and (c), 21 and 23, please refer to the specific section 'ESRS 2 - General Information' of the Sustainability Report.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Diversity Criteria and Policies in the composition of the Board of Directors and in corporate organisation

In implementation of Article 123-bis, para. 2(d-bis) of the Consolidated Law on Finance, the Board of Directors has adopted its own diversity policy in relation to the composition of the board of directors relating to aspects such as age, gender composition, disabilities or training and professional career path called the 'Diversity policies for members of the corporate bodies of De' Longhi S.p.A.' (the 'Diversity Policies').

The Diversity Policies are addressed to the Shareholders, called upon to submit slates for the renewal of the Board of Directors and to vote on its directors, and to Board of Directors in the event that it is necessary to replace one or more Directors who have left during office, without prejudice to compliance with the composition requirements provided by the law and by the Articles of Association.

Taking into account the result of the Self Assessment, most recently conducted in the period between November 2024 and February 2025, at the meeting held on 6 February 2025, the Board of Directors, upon the proposal of the Remuneration and Appointments Committee, adopted the updated version of the Diversity Policies in the lead-up to the renewal of the corporate bodies by the Annual General Meeting of shareholders that was convened for 30 April 2025. The updated document is available on the website www.delonghigroup.com, section 'Governance' - 'Company Documents'.

In defining the criteria and objectives of the Diversity Policies, the Board of Directors of De' Longhi decided that its optimal composition had to meet the following requirements:

(i) the Board of Directors must be composed, in compliance with the principles and recommendations of the Corporate Governance Code, of a majority of Non-Executive Directors, who should possess such skills as to ensure that they carry significant weight when making board resolutions by fulfilling an important function in the discussion and contributing to monitoring the choices made by the executive Directors;

(ii) the number of Company Directors possessing the requirements of independence provided for by the law, by the Articles of Association and by the Corporate Governance Code must be such as to ensure at least compliance with the provisions of law and the Articles of Association in force, as well as the principles and recommendations of the Code itself to which the Company adheres, in order to permit a diverse composition of board committees (which, based on the recommendations of the Corporate Governance Code, must be composed entirely, or by a majority, of independent Directors);

(iii) the composition of the Board of Directors must in any case ensure a gender balance that complies with the provisions of the law and the Articles of Association in force at the time, and in accordance with the Corporate Governance Code, both from the moment of appointment and during office;

(iv) a balanced combination of different age ranges and/or generations and/or seniority in office should be ensured within the Board of Directors, which would bring diverse sensibilities and skills, enabling – taking in to account, for example, the significant changes that characterise the macro-economic and competitive scenario – a balanced plurality of diverse perspectives and experiences;

(v) Directors should be persons with a managerial and/or professional and/or academic and/or institutional profile in order to have a mix of expertise and experiences that are diverse and complementary. In particular:

managerial profiles should (a) have acquired expertise and experience, also in international settings, in positions of responsibility in segments connected to the one in which the De' Longhi Group operates or in any case in companies of a significant size and/or complexity with pronounced international vocation, and (b) possess specific skills in general management, finance, sales marketing (including digital/e-commerce) and/or technological innovation and/or enabling technologies (i.e. Cyber, Internet of Things and Artificial Intelligence), other corporate management and organisation functions, ESG sustainability policies and remuneration policies;
professional profiles should have acquired expertise and experience in positions of responsibility within accredited professional firms, consultancy firms or other organisations and have performed their work, particularly involving business, in at least one of the following fields: economics, accounting, law (with particular reference to business law, company law, tax law, M&A and financial markets), finance, technological innovation and enabling technologies (i.e. Cyber, Internet of Things and Artificial Intelligence), as well as risk management and/or control, internal audit, compliance, ESG sustainability policies and remuneration policies;
academic and/or institutional profiles should possess expertise that may be useful for developing and enhancing the De' Longhi Group's business, also from the perspective of the pursuit of Sustainable Success;

(vi) in line with the principles and recommendations of the Corporate Governance Code regarding the composition of board committees: (a) at least one member of the Board of Directors should possess appropriate knowledge and experience in financial matters or remuneration policies; and (b) at least one member of the Board of Directors should possess appropriate knowledge and experience in accounting and financial matters or in risk management;

(vii) the Chairman should be a person with the experience, authority and vision such as to represent a point of connection between the executive directors and non-executive directors, ensuing the proper, efficient and effective management of the functioning of the Board of Directors, within which the Chairman has the task of creating a strong spirit of cohesion, and at the same time representing a figure of assurance for all Shareholders and all the stakeholders. The Chairman should encourage equal participation of all the Directors in the board debate and possess appropriate experience in managing, within the board, issues of strategic importance, in addition to specific managerial and business skills in segments related to the one in which the De' Longhi Group operates;

(viii) the Chief Executive Officer should a person with established leadership skills and authority and acknowledged strategic vision. The CEO should have acquired significant experience and success in top management positions in companies of a significant size and/or complexity operating in the international context, and have appropriate skills and/or experience with regard to economics and finance. The CEO should also have a management style that is guided by the ability to create a team spirit among collaborators.

So that the Board of Directors can discharge its duties more effectively, in addition to the diversity requirements listed above, it is considered essential that all the members of the

Board of Directors guarantee that they can dedicate enough time to carry out their tasks diligently and responsibly.

It is also considered advisable that the Directors have an adequate knowledge of English to enable them to correctly understand written texts and, therefore, ensure they can make resolutions that directly concern documents in English, also given the De' Longhi Group's international presence.

At the Board meeting held on 13 March 2026, the Board of Directors – supporting the analysis carried out on the matter by the Remuneration and Appointments Committee at its meeting held on 24 February 2026 – verified that the composition of the Board was in compliance with the Diversity Policies. On this occasion, the Board agreed that its current composition is such as to guarantee the diversity of its members, in relation to their age, education and professional background, in line with the provisions of the above policies on the composition of the board of directors. It also noted that it complies with the applicable regulations on gender quotas, since over two fifths of the Board is made up of female directors, as the least represented gender (out of 12 directors in office at the date of this Report, 5 are women and 7 are men).

As regards the measures adopted by the Company to promote equal treatment and equal opportunities between genders within the corporate organisation, it should be specified that in compliance with the principles laid down by the Group's Code of Ethical Conduct (available on the website www.delonghi-group.com, 'Governance' - 'Company Documents'), personnel management by the Company and by its the companies it controls is carried out in such a way as to avoid any form of discrimination towards employees and collaborators, offering equal opportunities in work and in professional advancement.

With reference to the activities of sharing the Code of Ethical Conduct with all Group employees, also during the Financial Year, it was distributed to all new hires for acknowledgement in different ways: for white collar workers, the first time they log on to the 'Pulse' management system they are asked to read and confirm the Code of Ethical Conduct, which is available in the local language, while for blue collar workers, viewing and acknowledgement is part of the documentation shared when they enter the company; the Code of Ethical Conduct is also available on notice boards and/or company premises, either physically or by scanning a QR code.

Over the years, the Group has intensified its investment in the professional development of its employees, offering equal access to training initiatives. During the Financial Year, the Group further strengthened its commitment to developing skills, with training coverage reaching 95.9%, an increase compared to 2024. The number of training hours remains high, confirming the focus on continuing professional development.

The performance appraisal process adopted is considered by the Company as one of the pillars for ensuring adequate internal development of resources, offering an open space where 'manager' and 'resource' can share development goals and monitor their progress, also involving other people within the organisation who have had the opportunity to observe and work with the individual. This process makes the employee responsible for activating the process, with steps for dialogue with their manager throughout the year and the possibility for both its key players to ask for feedback not just from each other but also from other figures within the organisation who have been exposed to the individual employee's work in the course of normal activities or specific projects. During the Financial Year, the number of career development plans shared between manager and staff member (2,402) reflects a high level of planning and alignment with development goals. Sharing feedback on the platform remains high (2,688) and is a solid base for continuous improvement.

On the subject of opportunities for growth within the Group, with the aim of offering all its employees equal access to information on jobs available, the Group introduced an internal job posting system years ago to which people can apply.

Lastly, still with regard to the measures taken by the Company in relation to gender equality, a three-year strategic plan was prepared for Diversity, Equity and Inclusion ('DEI') and the Group's policy was published in 2024, containing the roadmap of the various activities ('DEI Policy').

The DEI Policy aims to set out the De' Longhi Group's approach in terms of objectives, strategies and initiatives relating to Diversity, Equity and Inclusion.

With this DEI Policy, the Group has established appropriate governance for its Diversity, Equity and Inclusion initiative and assigned roles and responsibilities:

Steering Committee for Diversity, Equity and Inclusion: coordinated by the Chief Corporate Services Officer and comprising the Chief Executive Officer, General Manager, Chief People Officer and the Global Talent Attraction & People Development Director, approves the strategies, policies and metrics on diversity, equity and inclusion;
Leadership Team: plays an active role in championing and managing change, provides a business perspective on the communication and implementation of the DEI strategy;
Group Sustainability Director and Investor Relations Director: ensures that developments in Diversity, Equity and Inclusion are monitored continuously as part of a broader ESG strategy and provides insights and advice, checking that internal targets are consistent with market changes in order to foster improvement in this area;
Global Wellbeing and Engagement Team: provides meaningful data, insights and advice on strategy, monitors developments in Diversity, Equity and Inclusion as part of a broader ESG strategy, working closely with all the corporate and local units to check that internal targets are consistent with market changes, in order to promote improvement. It reports to the Global Talent Attraction & People Development Director, who facilitates the connection with the larger Human Resources initiatives and implements organisational changes.

The Group's commitment is based on specific Diversity, Equity and Inclusion initiatives, focusing on the four areas of interest that will enable the Group to achieve its objectives:

corporate culture: building on a solid foundation of diversity, the Group aims to harness the benefits that differences can bring to the organisation, starting from a culture that already considers cultural differences as a strength. This specific aspect ensures that the De' Longhi Group's management and employees are aware of and understand DEI and its challenges;
processes: creating fair processes and guidelines, ensuring that people can thrive regardless of their identity and guaranteeing equal access to opportunities, career progression and pay. The goal is to make decisions fairly and impartially;

4 The performance appraisal format, launched in 2022, was designed by a global team of human resource figures, managers and employees in order to capture insights and expectations from different types of employees.
49

objectives and KPIs: in order to obtain a clear picture of the current situation and set objectives that the Group wants to achieve and monitor easily;
initiatives aimed at gender diversity: enable women to realise their full potential through targeted actions.

The Global Wellbeing and Engagement Team has established a set of key performance indicators for DEI to monitor the De' Longhi Group's progress towards the set objectives and then communicate the results achieved through appropriate channels, both inside and outside the Group.

The Group has launched a global training programme on Diversity, Equity & Inclusion, aimed at the white-collar population, which ended in 2025. The programme was delivered in virtual and interactive mode and lased three hours. It was available in 14 languages, ensuring inclusive access in over 30 countries. In total of 101 training sessions were held, involving 2,318 people for a total of 6,954 training hours. The initiative was very well received, achieving an average feedback of 4 out of 5, confirming the programme's effectiveness in fostering a corporate culture based on respect, inclusion and shared responsibility.

It should be noted that the topic of Diversity, Equity and Inclusion is among the main initiatives of one of the strategic enablers of the 2024-2026 Business Plan, as well as being part of the S/G targets of the Sustainability Plan.

Lastly, it should be noted that, during the Financial Year, the Group's whistleblowing platform did not receive any reports of gender discrimination.

For the additional information required by ESRS 2, paragraphs 21 and 24, please refer to the specific section 'ESRS 2 - General Information' of the Sustainability Report.

Maximum number of positions held in other companies

With regard to Recommendation no. 15 of the CG Code (which requires that the board of directors of issuers that, like De' Longhi, qualify as 'large companies' for the purposes of the application of the same Code, issue their guidance on the maximum number of positions on the management and

control bodies in other listed companies or large companies that may be considered compatible with the effective performance of the office of director in the Company, taking into account the commitment arising from the role held), the Company's Board of Directors, having consulted the Control and Risks Committee, decided, as most recently confirmed at the meeting held on 13 March 2026, not to express its opinion to this effect, indicating general ad hoc criteria because it considers that evaluating candidates' suitability, also in light of the offices held in other companies, first should be done by the

Shareholders during the appointment of directors and then by the individual director upon accepting the office and during their term of office.

The following table shows the offices of director or statutory auditor held by the directors in office during the Financial Year in other listed companies or large companies (understood as companies that closed the last financial year with a total value of assets or sales of over €500,000,000) at the date this Report was approved.

Name and surname	Company	Office held
Giuseppe de' Longhi	De Longhi Industrial S.A. (large size)	Chairman of the Board of Directors
	De' Longhi Appliances S.r.l. (large size)	Chairman of the Board of Directors
	De' Longhi Capital Services S.r.l. (large size)	Chairman of the Board of Directors
Fabio de' Longhi	De' Longhi Appliances S.r.l. (large size)*	Chairman and Chief Executive Officer
	De' Longhi Capital Services S.r.l. (large size)*	Chief Executive Officer
	I Due Leoni S.r.l. (large size)*	Chairman
	La Marzocco, Eversys & Co. International HoldCo LLC (large size)*	Chairman
Silvia de' Longhi	De' Longhi Appliances S.r.l. (large size)*	Director
	La Marzocco, Eversys & Co. International HoldCo LLC (large size)*	Director
Nicola Serafin	De' Longhi Appliances S.r.l. (large size)*	Director
	De' Longhi Capital Services S.r.l. (large size)*	Director
	La Marzocco, Eversys & Co. International HoldCo LLC (large size)*	Director
	De' Longhi Romania S.r.l. (large size)*	Director
Massimiliano Benedetti	H-FARM (listed)	Director
Christophe Cornu	Mulberry PLC (listed)	Director
Micaela le Divelec Lemmi	Porsche AG (listed)	Director
	Covivio SA (listed)	Director
Stefania Petruccioli	Rcs Group S.p.A. (listed)	Director
	Credit Access India NV (large size)	Director
Cristina Finocchi Mahne	Maire Group (listed)
Dexelance (listed)	Director

Companies controlled directly or indirectly by De' Longhi S.p.A.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

4.4 Functioning of the Board of Directors (pursuant to Article 123-bis, para. 2(d), CLF)

On 30 June 2021, the Board of Directors approved the 'Rules of the Board of Directors' which governs, in particular, the composition, role, organisation and functioning of the Company's board of directors, defining, among other things, the role and duties of the Chairman of the Board of Directors as well as those of the Secretary of the Board of Directors. These Rules of the Board of Directors were updated by resolution of 9 November 2023, mainly aimed at aligning the text with the amendments to the Articles of Association approved in an extraordinary session of the Annual General Meeting of 21 April 2023 and the adoption, by the Board of Directors in the same board meeting, of the 'Rules governing audio and/or video recordings of board and committee meetings' as well as introducing some clarifications in consideration of what was suggested by the Corporate Governance Committee on 25 January 2023 regarding the participation of managers in board meetings.

In particular, in relation to the functioning of the Board of Directors, Article 9 of the Rules govern:

the methods and timescales for convening meetings;
the information flow and information provided before the meetings;
the conduct of the Board's business;
drafting minutes of the meetings.

The main principles of the aforementioned Rules are given below.

Methods and timescales for convening meetings

The Board of Directors is convened by the Chairman – or the person acting as chair – at the registered office or elsewhere (in Italy or in the European Union or in the United States of America), each time he or she deems it appropriate for the corporate interest or in the case that a written request is made indicating the topics to be discussed by the majority of Directors in office or by the Board of Statutory Auditors, or by at least one of its members.

The call notice signed by the Chairman, or by the person acting as chair, shall indicate the date, time and place of the meeting, as well as the items to be discussed. The call notice may state that the meeting be held by videoconference or teleconference provided that the conditions laid down by the rules themselves are observed. The location of the meeting may be omitted when the meeting is held exclusively via videoconference or teleconference; in this case, the call notice must indicate how participants connect to the meeting.

The call notice is sent by the Secretary of the Board, on behalf of the Chairman, to each Director and to the Statutory Auditors by registered letter, telegram, telex or fax or e-mail with read receipt sent, pursuant to Article 13 of the Articles of Association, at least five days before the meeting, except in cases of urgency when such deadline may be reduced to a minimum of twenty-four hours. After the call notice has been sent to all the recipients, it is also made available by uploading it on the digital platform used by the Company, as defined herein.

Information flow and information provided before the meetings

The Directors shall receive an adequate flow of information coordinated by the Chairman with the support of the Secretary of the Board in order to properly exercise the powers and responsibilities of the Board of Directors.

Any requests for data, documents and information made by individual directors outside the board meetings or outside meetings of the individual board committees shall be addressed, also through the Secretary of the Board, to the Chairman who, in agreement with the Chief Executive Officer and with the assistance of the Secretary, shall ensure that they are answered in the most appropriate manner to ensure the functioning of the inquiry and information processes.

In addition to the matters examined by the Board, the information flow also includes the follow-up of the decisions taken by the Board, as well as any significant correspondence between the Company and Consob and/or other public authorities, and with Borsa Italiana. As a rule, the flow of information is ensured for meetings of the Board and/or of the Committees. In order to guarantee adequate confidentiality of the information provided to support Board meetings and not to jeopardise the timeliness and completeness of the information flows, the Board uses a digital platform with high security requirements (hereinafter referred to as the 'Platform') for managing and sharing Board documentation. The Platform is accessed using the credentials assigned to each Director and Statutory Auditor after their appointment. The Directors and Statutory Auditors must ensure that these credentials are stored carefully and are not disclosed to anyone to prevent unauthorised persons from accessing the Platform.

The supporting documentation for the discussion of the items on the agenda is made available to the Directors and Statutory Auditors by the Secretary of the Board who supports the work of the Chairman and uploads it on the section of the Platform reserved to the Board, and in other forms that may be agreed, when necessary, and that ensure the confidentiality of the information contained therein. Documentation shall normally be made available at least 2 (two) business days prior to the date of the Board meeting, except in exceptional cases where documentation shall be made available as promptly as possible so as to enable the Directors to participate in the meeting in an informed manner. The supporting documentation is prepared by the relevant corporate department, which transmits it to the Secretary in good time to allow publication within the deadline set out above. If the documentation made available to the Directors and Statutory Auditors is particularly complex and voluminous, the Chairman - with the help of the Secretary of the Board - shall ensure that it is accompanied by a document summarising the most significant and relevant points for the decisions on the agenda. Should events occur that make it necessary to update the documentation already made available, the Chairman assesses whether to authorise publication of the updated document or to provide details of the changes directly at the meeting, ensuring that the Board receives adequate and timely information during the Board discussion. Supporting documentation distributed to Directors and Statutory Auditors is stored in the Board's files by means of the Platform.

In addition to the obligations relating to inside information indicated in the regulations in force and by the 'Procedure for internally managing and disclosing corporate information to the market' adopted by the Company, recipients of the documentation are required to comply with the obligation to keep confidential the data and information received in the performance of their duties.

Conducting the Board's business

The meetings of the Board may be validly held by videoconference, or even by teleconference, provide that the following is guaranteed: (i) the chair of the meeting is able to establish, also via the secretary of the meeting, the exact identification

of the persons present and their legitimisation to attend, and to announce the results of votes; (ii) the secretary of the meeting is able to adequately perceive the events of the meeting to be minuted; (iii) all the attendees are able to participate verbally, in real time, on all the topics, as well as view, receive and transmit the documentation. The meeting of the Board is deemed as being held in the place where at least the Secretary of the meeting is located, which must coincide with the physical place for convocation, if indicated in the call notice.

The meetings of the Board of Directors shall be chaired by the Chairman or, if he or she is absent or unavailable, by the Vice-Chairman or, if the latter is absent or unavailable, by the Director appointed by those present.

The presence of the majority of Directors in office is required for Board meetings to be valid and Board resolutions are carried by the absolute majority of those voting, therefore excluding abstentions from the counting of the vote. While in the case of an equal number of votes, the person chairing the Board meeting shall have the casting vote.

Directors must endeavour to ensure they are in attendance at the meeting for its entire duration.

The Chairman - also upon request of one or more Directors - may invite managers of the Company or of Group companies, heads of corporate departments and/or other persons or external consultants whose presence is deemed useful with regard to the items on the agenda to take part in the individual Board meeting. As a rule, these persons are present at Board meetings only to discuss the items on the agenda which fall within their remit and they must, in any case, observe the confidentiality obligations provided for Directors and indicated in the above Rules.

Minutes of the meetings

Except for those cases in which the law requires that the minutes be drawn up by a notary public, the minutes of the meetings are taken by the Secretary of the Board, or by the person deputising for the secretary, who may be assisted for this purpose by personnel from the relevant corporate department.

The minutes are drawn up in itemised form, reporting the speeches made during the Board discussion, summarised by the Secretary of the Board, or by the person deputising for the

secretary, and include, in the text, as an attachment or in the Company's records, the documentation made available to the Board.

In order to support minute-taking activities, board meetings may be recorded using audio and/or video devices in compliance with the provisions of the 'Rules governing audio and/or video recordings of board and committee meetings' adopted by the Company.

Prior to approval, the draft minutes are submitted to the Directors and Statutory Auditors by posting them on the Platform, so that they may submit comments by addressing them to the Secretary of the Board within the deadline specified by the latter.

The Board usually approves the final text of the minutes at the next meeting. The minutes are then transcribed, by the Secretary of the Board, in the Board meetings and resolutions book kept in accordance with the law.

The Rules of the Board of Directors were observed during the Financial Year; in particular, the procedures concerning the timeliness and adequacy of information provided to directors on items on the agenda of board meetings were observed. In particular, it should be noted that the deadline of 2 (two) business days set by the Rules for forwarding documents to the directors and statutory auditors had substantially been met during the Financial Year.

During the Financial Year, the Board of Directors met 8 times and 6 meetings have been scheduled for the current financial year (2 of which have already been held, including the one held to approve this Report). As a rule, Board meetings lasted about 2.5 hours on average.

The Directors attended the meetings regularly and consistently. A breakdown of each Director's participation in the board meetings is given in Table 1 of the appendix to this Report.

During the Financial Year, meetings were held in several locations, connected by videoconference, in particular with some participants present at the physical place for convocation - in compliance with Article 13 of the Articles of Association and the Rules set out above.

At the invitation of the Chairman $^{6}$, the meetings of the Board of Directors were consistently attended by the General Manager $^{6}$, the Chief Financial Officer, the Chief Strategy and Control

Officer, and the General Counsel, each reporting, within their area of competence, on the specific matters being discussed by the Board of Directors. The Chief People Officer and the Internal Audit Manager, also occasionally attended the Board meetings in connection with the discussion of specific items on the agenda within their area of competence.

The items on the agenda are usually described by the CEO, often with the participation and assistance of the managers involved in the matter, or by the Chair of the relevant committee. After the items have been described, the discussion begins, in which the directors participate and question the drafter or make suggestions or provide insights.

The delegated officers report to the Board on the activities performed in the exercise of the powers granted to them at least every three months, in accordance with the provisions of law in force and the Articles of Association. It should be noted that in compliance with the RPT Procedure, the delegated officers are required to provide full disclosure, at least on a quarterly basis, to the Board of Directors and the Board of Statutory Auditors on the execution of transactions with related parties.

5 Until 30 April 2025, when the roles of Chairman and Chief Executive Officer were held by different people, the invitation was issued by the Chairman in consultation with the Chief Executive Officer.

6 Since 30 April 2025, the General Manager has also been a member of the Board of Directors, having been elected as a director by the Annual General Meeting held on 30 April 2025.

4.5 Role of the Chairman of the Board of Directors

In accordance with Article 11 of the Articles of Association, the Board of Directors elects the Chairman from among its members, if the Annual General Meeting has not done so. The Chairman can be re-elected.

The Annual General Meeting of Shareholders of 30 April 2025 – which granted the mandate to the Board of Directors currently in office – also appointed Fabio de' Longhi as Chairman of the Board of Directors.

Until 30 April 2025, the role of Chairman had been held, since the Company's incorporation, by Giuseppe de' Longhi.

The Chairman plays a liaison role between the Executive Directors and the Non-Executive Directors and ensures the effective functioning of the Board's activities.

In carrying out his or her duties, the Chairman exercises the functions provided for by the law and regulations in force at the time and by the Articles of Association. In addition, in compliance with the principles and recommendations laid down by the CG Code, the Rules of the Board of Directors envisage that the Chairman shall, with the assistance of the Secretary of the Board, ensure:

a) that the information provided before the meetings and additional information provided at meetings is adequate to enable the Directors to act in an informed manner in carrying out their role;

b) that the documentation provided to the Directors before the Board meetings is accompanied by a summary document if they are particularly complex and voluminous; each summary document shall highlight the most significant and relevant points of the documents to which it refers, for the purposes of the decisions to be taken;

c) that appropriate and detailed analysis is carried out during the Board meetings, should it not be possible, in specific cases, to provide the necessary information within the deadline set by the Board of Directors;

d) that the work of the Board Committees is coordinated with the work of the Board;

e) in agreement with the Chief Executive Officer, that the managers of the Company, and those of the Group companies, heading the relevant corporate departments attend the Board's meetings, also at the request of individual Directors, in order to provide any necessary information on the items on the agenda;

f) that all the Directors and Statutory Auditors may participate, 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 Company operates, the corporate dynamics and their evolution, also in the context of the Company's Sustainable Success, as well as of the principles of proper risk management and of the reference regulatory and self-regulatory framework (induction);

g) the adequacy and transparency of the Self-Assessment process, with the support of the Remuneration and Appointments Committee.

The Chairman also proposes to the Board, in accordance with the principles and recommendations of the CG Code:

a) the appointment and removal of the Secretary of the Board;

b) the adoption, in agreement with the Chief Executive Officer, of:

a policy for managing dialogue with shareholders in general, also taking into account the engagement policies adopted by institutional investors and asset managers, and ensuring that the Board is in any case informed, by the first useful meeting, about the progress and significant content of the dialogue held with all shareholders;
a procedure for the internal management and disclosure to third parties of documents and information concerning the Company, particularly with regard to price sensitive information.

During the Financial Year, the Chairman of the Board of Directors ensured:

that the information provided before the meetings and additional information provided during the Board meetings was adequate to enable the directors to act in an informed manner in carrying out their role. On this point, the Chairman asked the corporate departments involved to prepare the documents to be shared with the Board, ensuring that it is provided with adequate and timely information, in accordance with the Rules. In addition, the Chairman ensured each time that the appropriate information on the items on the agenda and any overviews were provided;
that the work of the Board Committees (with fact-finding, proposal-making and advisory functions) was coordinated with the work of the Board. During the Financial Year, the Chairman requested, at each Board meeting, that the Board Committees provide a report on the most recent activities carried out, reserving adequate space during the Board meetings, in order to enable reporting by the committee Chairs;
in agreement with the Chief Executive Officer, that the managers of the Issuer that head the relevant corporate departments attended the Board meetings, in order to provide any necessary information on the items on the agenda. During the Financial Year, the meetings of the Board of Directors were constantly attended by the Chief Financial Officer, the Chief Strategy and Control Officer, and the General Counsel, each reporting, within their area of competence, on the specific matters being discussed by the Board of Directors. The Chief People Officer, the Internal Audit Manager and the Group Sustainability Director also occasionally attended the Board meetings in connection with the discussion of specific items on the agenda within their area of competence.
that the members of the management and control bodies participated, 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, the corporate dynamics and their evolution, also in the context of the Issuer's Sustainable Success, as well as of the principles of proper risk management and the reference regulatory and self-regulatory framework. On this point, during the Financial Year, induction activities were carried out:

(i) after their appointment, the members of the Board of Directors and Board of Statutory Auditors, on 13 May 2025, visited the Accademia del Caffè Espresso⁸ of the subsidiary La Marzocco S.r.l. to learn more about the professional coffee sector;

7 Until 30 April 2025, when the roles of Chairman and Chief Executive Officer were held by different people, this activity was carried out by the Chairman in consultation with the Chief Executive Officer.

8 https://www.lamarzocco.com/it/it/accademia/scopri-accademia/

(ii) on 11 November 2025, the Board of Directors and the Board of Statutory Auditors took part in a training course that delved into three of the six enablers of the strategic plan that had not already been covered in induction, presented on 18 January 2024, namely Sustainability, Innovation and Talent Development, the illustration of which was attended by the Group Sustainability Director, the Global R&D Director, the Group Technology Innovation Director, the Chief People Officer and the Chief Operations Officer;

(iii) also on 11 November 2025, the Board of Directors and Board of Statutory Auditors took part in an in-depth meeting on the topic of cybersecurity, as part of the training programme for boards of directors pursuant to NIS 2 Directive and NIS 2 Implementing Decree;

that the Board was in any case informed, by the first useful meeting, about the progress and significant content of the dialogue held with all shareholders. On this point, during the Financial Year – upon the request of the Chairman – Investor Relations provided the Board with constant updates in this respect, most recently at the Board meeting held on 19 February 2026.

For the additional information required by ESRS 2, paragraphs 19, 20(c) and 23, please refer to the specific section 'ESRS 2 – General Information' of the Sustainability Report.

Secretary of the Board

Article 11 of the Articles of Association states that the Board may elect a secretary, who need not be a member of the Board.

Article 6 of the Rules of the Board of Directors defines the methods for appointing the secretary of the Board of Directors (hereinafter, the 'Secretary'), establishing that this role is appointed by the Board, upon the proposal of the Chairman, normally at the beginning of each Board's term of office and for the duration of that term, unless the secretary is removed and/or resigns.

The Secretary is be selected from among those persons possessing the appropriate requirements of professionalism, experience and independence of judgement and who have no conflicts of interest. More specifically, the Secretary must:

(a) have earned a university degree in a legal and/or economic subject;

(b) have an appropriate background in corporate governance, having gained prior significant professional experience within industrial groups and/or companies, preferably listed on the stock exchange, of a size and/or complexity and with an international profile comparable to those of De' Longhi;

(c) have the necessary skills to effectively participate in the works of the Board and its Committees: to this end, skills acquired in the technical/commercial and/or economic/financial and/or legal and/or corporate governance fields are deemed relevant.

The Secretary reports hierarchically and operationally to the Board and, on its behalf, to the Chairman and supports the work of the latter, assists the Chief Executive Officer in his dealings with the Board and provides impartial judgement, assistance and advice to the Board on any aspect relevant to the proper functioning of the corporate governance system.

More specifically, the Secretary of the Board:

(a) assists the Chairman (i) in preparing Board meetings and annual general meetings, (ii) in preparing the related resolutions, (iii) in ensuring the adequacy, completeness and clarity of information flows towards the Board, (iv) in communicating with the Directors, (v) in organising inductions, (vi) in supervising the adequacy and transparency of the Self-Assessment process;

(b) takes the minutes of the Board meetings and, if provided for by the rules of the individual committee, those of the Committees;

(c) coordinates the secretariat of the Committees in order to streamline and simplify the information flows between the Committees themselves and the Board, as well as managing the respective calendars effectively and consistently;

(d) assists the Chief Executive Officer in his or her dealings with the Board;

(e) provides independent (with respect to management) legal assistance and advice to the Board and the Directors on corporate governance matters and on their powers, rights, duties and obligations, to ensure the proper exercise of their powers, protect them from liability and ensure that

the interests of shareholders and other stakeholders considered in the Company's corporate governance system are taken into account.

The Secretary may perform other duties within the Company so long as they do not compromise his or her independence of judgement with respect to the Board or the proper performance of his or her duties.

In cases of necessity or urgency, the Secretary may be replaced for individual meetings by the person identified by the Board at the opening of the meeting, upon the proposal of the Chairman.

The Board, in agreement with the Chairman, may remove the Secretary of the Board.

On 30 April 2025, the Board of Directors, upon the proposal of the Chairman, confirmed Marco Piccitto, the Company's General Counsel, as Secretary of the Board of Directors for the entire duration of the term of office, first verifying that he met the requirements laid down by the Rules in order to take on the position.

During the Financial Year, the Secretary supported the work of the Chairman of the Board in his dealings with the Board and provided impartial judgement, assistance and advice to the Board on any aspect relevant to the proper functioning of the corporate governance system.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

4.6 Executive Directors

Delegated Officers

The Board of Directors performs its duties not only directly and jointly, but also through the Chairman and Chief Executive Officer, the role held by Fabio de' Longhi, who has management powers.

The powers attributed by the Board of Directors on 30 April 2025 to the Chairman¹⁰ and Chief Executive Officer, Fabio de' Longhi, at the date of approval of this Report are listed below:

the Chief Executive Officer, Fabio de' Longhi (who also holds the position of Chairman) is attributed all powers for ordinary and extraordinary administration, to be exercised with the authority to sign individually, and with the power to delegate single actions or categories of actions to Company managers or attorneys, with the sole exception, in addition to those that may not be delegated under the law and under the Articles of Association, of the following powers:
subscription, purchase, sale of shares, even minority shareholdings and creation of secured rights on them above €10,000,000.00 (ten million/00) per transaction;
purchase, sale, lease of a business or business unit; purchase, sale or licensing of company trade marks above €10,000,000.00 (ten million/00) per transaction;
purchase or transfer of real estate property with a value of over €10,000,000.00 (ten million/00) per transaction;
allocation of contributions or sponsorships to third parties and non-profit organisations and/or associations above the maximum limit of €100,000.00 (one hundred thousand euros/00) per transaction;
operations falling under the exclusive responsibility of the Board of Directors in accordance with the 'Guidelines on particularly significant transactions' approved by the Board of Directors.

The Chief Executive Officer pro tempore, Fabio de' Longhi, is also responsible for managing inside information in accordance with the law.

During the Financial Year, the employer, within the meaning and for the purposes of Article 2, para. 1(b) of Legislative Decree 81/2008 (the 'Employer'), was identified by the Board of Directors as Nicola Serafin. It should be noted that Nicola Serafin was appointed General Manager by the Board of Directors on 22 December 2022, with effect from 1 January 2023. The Employer has been granted, by the Board of Directors, all the powers, none excluded, concerning the organisation, management and control of the company in relation to health and safety at work, occupational disease and, in particular, the powers of organisation and choice of health and accident prevention measures, in order to ensure complete fulfilment of the Company's obligations to implement health and accident prevention measures and the related control, guaranteeing the full and timely compliance and scrupulous observance by the Company and its employees of the rules on health and safety at work, duly informing and training the personnel in charge and all those involved in the work, and assiduously monitoring the facilities, offices and external sites with full and absolute autonomy and independence, as well as with full and unlimited spending power in relation to everything that is necessary to provide the company, the offices and the external sites with all suitable means to protect the health and safety of workers and third parties. The Employer may in turn delegate specific functions, from among those attributed to him as regards health and safety at work, to persons who are duly trained and qualified in accordance with Article 16 of Legislative Decree No. 81/2008.

During the meeting held on 12 November 2025, Nicola Serafin was also identified by the Board of Directors, having consulted the Control and Risks Committee, as the chief cybersecurity officer; in connection with this role, Nicola Serafin was appointed to manage information security risk and has been granted the necessary executive powers (see the relevant information in section 9 below).

In relation to the appointment of Nicola Serafin as General Manager, at the meeting held on 22 December 2022, the Board of Directors granted him, in his role as General Manager reporting directly to the Chief Executive Officer and as of 1 January 2023, all powers for ordinary administration, to be exercised with the authority to sign individually, and with the power to delegate single actions or categories of actions to Company managers or attorneys, with the sole exception of

the following powers:

allocation of contributions or sponsorships to third parties and non-profit organisations and/or associations;
sign, amend and terminate sponsorship agreements for the Company and Group brands;
sign, amend and terminate consultancy agreements for amounts exceeding €500,000 (five hundred thousand/00) per agreement;
sign, amend and terminate agreements for the purchase of capital goods and services for amounts exceeding €3,000,000 (three million/00) per agreement;
enter into, amend and terminate agreements relating to advertising campaigns for amounts exceeding €3,000,000 (three million/00) per agreement;
sign settlement agreements for amounts exceeding €300,000 (three hundred thousand/00) per agreement;
sign, amend and terminate real estate lease agreements exceeding nine years or for amounts exceeding €1,000,000 (one million/00) per year;
enter into, amend and terminate agreements relating to ordinary and extraordinary maintenance of real estate property for amounts exceeding €1,000,000 (one million/00) per agreement;
deal with all matters related to the employment relationship with managers of the Company with a gross annual remuneration (GAR) above €200,000 (two hundred thousand/00);
take out and repay loans and other drawdowns in the various ways provided for (hot money, current account overdrafts or similar) for amounts above €50,000,000 (fifty million/00) per transaction, based on short-term credit facilities granted to the Company and accepted by it and aimed at its current operations.

The General Manager's powers do not include the following:

subscription, purchase, sale of shares, even minority shareholdings and creation of secured rights on them;
purchase, sale, lease of a business or business unit;
purchase, sale or licensing of company trade marks;

¹⁰ With regard to the powers granted to the Chairman Giuseppe de' Longhi, until 30 April 2025, in the event that the Chief Executive Officer was absent or unavailable to perform his duties, please refer to section 4.6 of the Report on Corporate Governance and Shareholding Structure relating to FY 2024, available on the Company's website www.delonghigroup.com (section 'Governance' – 'Corporate Bodies' – 'AGM Archive' – 'Annual General Meeting 30 April 2025').

purchase or transfer of real estate property.

The General Manager is also responsible for representing the Company in dealings with third parties in relation to the powers attributed to him.

Chairman of the Board of Directors

Following the renewal of the Board of Directors currently in office, as resolved by the Annual General Meeting of 30 April 2025, which also appointed Fabio de' Longhi as Chairman of the Company¹¹, on the same date the new Board also appointed him, in the interests of continuity in the Company's management and in view of the results achieved by the Group, as Chief Executive Officer in accordance with the Corporate Governance Code.

Having referred to Recommendation No. 4 of the Corporate Governance Code – which, where the Chairman is also appointed Chief Executive Officer, the board of directors must explain the reasons for this decision – the Board justified its decision to combine the two roles into one person, Fabio de' Longhi, based on the following considerations.

(i) Fabio de' Longhi served as Chief Executive Officer of the Company for many years, making a decisive contribution to the De' Longhi Group's national and international development and playing a pivotal role within the Group in inspiring and coordinating efforts to achieve the objectives set by the Board;
(ii) Fabio de' Longhi is a person who commands authority and credibility among all external stakeholders. He is also capable of providing drive and coordination within the Board, as well as ensuring balanced leadership of the activities of the Board of Directors;
(iii) the presence of the General Manager, Nicola Serafin, appointed by the Board with effect from 2023, may assist, given the powers granted to him in that capacity, Fabio de' Longhi across all aspects of the day-to-day management of the Group.

The Board of Directors adheres to Recommendation no. 13 of the CG Code regarding the appointment of a Lead Independent Director to whom the duties recommended by the same Code are attributed¹².

It should also be noted that the Chairman of the Board of Directors and he Chief Executive Officer falls under the category of beneficiaries of The Long E Trust (a discretionary and irrevocable trust) which, through De Longhi Industrial S.A., controls the Issuer.

Information to the Board provided by Delegated Officers

During the Financial Year, the delegated officers, complying with their obligations under law and under the Articles of Association and the implementing provisions of the CG Code, have always reported to the Board of Directors on the activities performed in exercising the powers attributed to them, at differing intervals depending on the importance of the powers delegated and the frequency they are exercised, but still not less than quarterly, reasonably in advance of the meeting – except in cases where, owing to the nature of the resolutions, the developments in the facts to be reported and/or the promptness with which the Board has had to adopt decisions, grounds of need and urgency were recognised – providing the necessary documentation and information for the Board of Directors to make fully informed decisions on matters submitted to their consideration and approval.

Furthermore, in accordance with the Consob Related Parties Regulation and the RPT Procedure, the delegated officers are required to provide full disclosure, at least on a quarterly basis, to the Board of Directors and the Board of Statutory Auditors on the execution of transactions with related parties.

Other Executive Directors

The director Silvia de' Longhi also qualifies as 'executive director' within the meaning of the CG Code and with reference to the Financial Year, in consideration of the position she holds as Chief Corporate Services Officer in the Issuer until the end of March 2026. Furthermore, since 30 April 2025, following her appointment by the current Board of Directors, Silvia de' Longhi holds the position of Vice-Chairman of the Company, with responsibility for standing in should the Chairman be absent or unavailable, even if only temporarily, to perform the corporate governance duties associated with the role of Chairman.

For the additional information required by ESRS 2, paragraphs 19, 20(b), 22, 24 and 26, please refer to the specific section 'ESRS 2 – General Information' of the Sustainability Report.

¹¹ Until 30 April 2025, the Chairman of the Board of Directors was Giuseppe de' Longhi, who was not identified as the person chiefly responsible for managing the Issuer; that person was the Chief Executive Officer, Fabio de' Longhi. Until that date, the Chairman had been granted management powers, albeit limited, starting from 22 December 2022, only to cases when the Vice-Chairman and Chief Executive Officer was absent or unavailable. In particular – the Chairman, Giuseppe de' Longhi, was attributed, in the event the Chief Executive Officer was absent or unavailable, all powers for ordinary and extraordinary administration, to be exercised with the authority to sign individually, and with the power to delegate single actions or categories of actions to Company managers or attorneys, with the sole exception, in addition to those that may not be delegated under the law and under the Articles of Association, of the following powers:

subscription, purchase, sale of shares, even minority shareholdings and creation of secured rights on them above €10,000,000.00 (ten million/00) per transaction;
purchase, sale, lease of a business or business unit; purchase, sale or licensing of company trade marks above €10,000,000.00 (ten million/00) per transaction;
purchase or transfer of real estate property with a value of over €10,000,000.00 (ten million/00) per transaction;
allocation of contributions or sponsorships to third parties and non-profit organisations and/or associations above the maximum limit of €100,000.00 (one hundred thousand/00) per transaction;
operations falling under the exclusive responsibility of the Board of Directors in accordance with the 'Guidelines on particularly significant transactions' approved by the Board of Directors.

¹² Until 30 April 2025, the Chairman, Giuseppe de' Longhi, was not the person chiefly responsible for managing the Issuer (Chief Executive Officer); that person was Fabio de' Longhi. Also in consideration of management powers granted to the Chairman, albeit limited as of 22 December 2022 only to cases when the Vice-Chairman and Chief Executive Officer is absent or unavailable, the Board of Directors nevertheless decided to continue to adhere to Recommendation no. 13 of the CG Code regarding the appointment of a Lead Independent Director to whom the duties recommended by the same Code are attributed.

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4.7 Independent Directors and Lead Independent Director

Independent Directors

Independent Directors are non-executive directors who do not have, nor have recently had, directly or indirectly, any relationship with the Company or with persons linked to the Company such as to influence their current independence of judgement.

In accordance with Article 9 of the Articles of Association, at least two candidates, always indicated at least at the second and seventh place of each slate, must possess the independence requirements established by the law (i.e. those provided for in the combined provisions of Articles 147-ter, para. 4 and 148, para. 3 of the CLF).

Since the Company adheres to the Corporate Governance Code, the Rules of the Board of Directors, referred to in section 4.4, envisage that at least one third of the Directors also meet the independence requirements recommended by the Corporate Governance Code.

The Board of Directors appointed by the Annual General Meeting of Shareholders on 30 April 2025 was composed of 12 (twelve) directors, 6 (six) of whom possess the independence requirements laid down by the combined provisions of Article 147-ter, para. 4 and Article 148, para. 3 of the CLF, as well as those established by Article 2, Recommendation no. 7 of the Corporate Governance Code. At the board meeting held on that date, after its appointment, the Board of Directors had verified that its members possess the independence requirements provided for by the combined provisions of Articles 147-ter, para. 4 and 148, para. 3 of the CLF, the Articles of Association and Article 2, Recommendation no. 7 of the CG Code. As a result of this verification, carried out based on the information given by each director, the Board of Directors decided that all the above independence requirements exist for the directors: Massimiliano Benedetti, Ferruccio Borsani, Christophe Olivier Cornu, Cristina Finocchi Mahne, Carlo Grossi and Micaela le Divelec Lemmi. At that same meeting, the Board also noted that the Director Luisa Maria Virginia Collina met the independence requirements under the CLF, but not those under the CG Code, having been a member of the Board of Directors of the Company for more than 9 out of the last 12 financial years[13].

During the same board meeting, the Board of Statutory Auditors verified and acknowledged that the criteria and procedures adopted by the Board to assess the independence of its members had been applied correctly.

The result of the above assessments was disclosed to the market by means of a press release issued after the board meeting held on 30 April 2025.

As provided for in Recommendation no. 6 of the CG Code, after its appointment, the Board of Directors periodically verifies the existence of the independence requirements provided for by the Articles of Association, by the law and by the CG Code.

The Board of Directors in office at the date of approval of this Report verified the existence of the independence requirements provided for by the Articles of Association, by the law and by the CG Code for its members at the meeting held on 13 March 2026, confirming the results of the assessments carried out on 30 April 2025, immediately after its appointment. At this meeting, the Board of Directors also evaluated that the number of Independent Directors and their competencies are adequate for the needs of the business and the functioning of the Board, as well as the establishment of the relevant committees. As a result of the assessments carried out by the Board, during the same board meeting, the Board of Statutory Auditors verified and acknowledged that the criteria and procedures adopted by the Board to assess the independence of its members had been applied correctly.

For the purposes of assessing the independence, required by Article 2, Recommendation no. 6 of the CG Code, the Board of Directors applies the independence criteria laid down by current legislation and by Article 2, Recommendation 7 of the CG Code and, to this end, defines the significance criteria to be applied for the purposes of the assessment under the CG Code, also establishing the definition of 'close family members' to be considered for the purposes of applying the circumstances referred to in Recommendation no. 7 of the CG Code ('Significance Criteria').

The independence criteria applied by the Board of Directors at the assessment of the independence of its members, which was carried out on 30 April 2025, following the renewal of the Board of Directors, were those laid down by the law in force and by Article 2, Recommendation no. 7 of the CG Code.

With particular regard to the Significance Criteria applied in this context, it should be noted that, at the Board meeting of 27 January 2022 – upon the proposal of the Remuneration and Appointments Committee and having consulted the Board of Statutory Auditors – the Board of Directors defined the Significance Criteria to be applied for the purposes of assessing the independence, within the meaning of the CG Code, of the directors (also applicable for assessing the independence of the statutory auditors), and at the same meeting it established the definition of 'close family members' to be considered for the purposes of applying the circumstances referred to in Recommendation no. 7 of the CG Code.

The above Significance Criteria approved by the Board of Directors at the Board meeting held on 27 January 2022, are indicated below:

Significance of commercial, financial or professional relationships

The significant commercial, financial or professional relationships (the 'Significant Relationships') to be taken into account when assessing the independence of a director or statutory auditor of De' Longhi (the 'Candidate') are those that the Candidate has or has had in the previous three financial years, directly or indirectly (for example through subsidiaries or through companies in which the Candidate is an executive director, or through a professional or consulting firm in which the Candidate is a partner) with the following subjects (the 'Relevant Subjects'):

(i) De' Longhi, its subsidiaries and their executive directors and top management, and
(ii) a subject who, also together with others through a shareholders' agreement, controls the Company; if control is held by a company or entity, its executive directors or top management.

In particular, without prejudice to the possibility of assessing the specific situation taking into account the best

13 The director Luisa Maria Virginia Collina was elected, for the first time, at the Annual General Meeting of 14 April 2016. Following this appointment and for their subsequent terms of office, the last of which expired with the approval of the financial statements as at 31 December 2024, she met the independence requirements under both the CLF and the CG Code. Since her appointment by the Annual General Meeting of 30 April 2025, she has met the independence requirements under the CLF, but not those under the CG Code, having been members of the Board of Directors of the Company for more than 9 out of the last 12 financial years.

interests of the Company and its ability to actually affect the independence of the Candidate, the Significant Relationships with Relevant Subjects shall, as a rule, be considered significant, and therefore capable of compromising the independence of the Candidate, if the value of these Significant Relationships in the financial year in which the verification of the independence requirement is carried out or in one of the three previous financial years, exceeds a total of €100,000.00.

With regard to professional relationships, if the Candidate is a partner in a professional or consulting firm, the significance of the relationship shall also be assessed with regard to the effect that the relationship might have: (i) on his or her position and role within the professional or consulting firm, the company he or she controls or in which he or she is an executive director, and (ii) in consideration of the importance of the operation that is the subject of the professional relationship for De' Longhi and for the De' Longhi Group, regardless of whether the aforementioned quantitative criterion applies.

The independence of the Candidate appears to be compromised even if it is one of his or her Close Family Members who has had a Significant Relationship within the meaning of Recommendation no. 7, point (h) of the CG Code.

Significance of additional remuneration

The significant remuneration to be considered when assessing the independence of a Candidate includes the sum of any significant remuneration paid by De' Longhi, by one of its subsidiaries or by the parent company other than the remuneration established for the office and that envisaged for the participation in the committees recommended by the CG Code or provided for by the regulations in force (the 'Additional Remuneration').

In particular, without prejudice to the possibility of assessing the specific situation taking into account the best interests of the Company and its ability to actually affect the independence of the Candidate, the Additional Remuneration to be considered significant as a rule, and therefore capable of compromising the independence of the Candidate, if - in the current financial year or in one of three previous financial years - the additional remuneration received that year exceeds 150% of the value of the annual fixed remuneration

received by the Candidate for the office and for any participation in the committees (or bodies) recommended by the Code or provided for by the regulations in force.

The independence of the Candidate appears to be compromised even if it is one of his or her Close Family Members who has had received Additional Remuneration within the meaning of Recommendation no. 7, point (d) of the CG Code.

For the purposes of applying the circumstances referred to in Recommendation no. 7 of the CG Code, the 'close family members' of a Candidate are those family members who are expected to influence, or be influenced by, that person in their dealings with the company, normally including: (a) parents; (b) children; (c) spouse who is not legally separated and (d) cohabiting partners.

In accordance with the provisions of Recommendation No. 7 of the Code, following the renewal of the Company's corporate bodies, as resolved by the Annual General Meeting of Shareholders on 30 April 2025, the new Board of Directors, upon the proposal of the Remuneration and Appointments Committee, carried out an assessment of the Significance Criteria and the definition of 'Close Family Members' adopted on 27 January 2022, in order to consider whether they need to be revised.

The Board of Directors, at the meeting held on 19 February 2026, analysed and assessed the Significance Criteria approved by the Board of Directors on 27 January 2022. To support these assessments, the results of an analysis conducted by the HR department (with the assistance of external consultants), as well as the findings of the review conducted by the Remuneration and Appointments Committee were submitted to the Board at the meeting on 13 February 2026 on the basis of that analysis. After a careful evaluation, the Board, upon the proposal of the Remuneration and Appointments Committee and having consulted the Board of Statutory Auditors, found that no factors had emerged that would warrant a review of the Significance Criteria already adopted, and therefore confirmed them. The definition of 'close family members', to be considered for the purposes of the application of the circumstances referred to in Recommendation no. 7 of the CG Code, was also confirmed.

The independence criteria applied by the Board of Directors at the annual assessment, carried out on 13 March 2026, are those laid down by the law in force and by Article 2, Recommendation no. 7 of the CG Code. In particular, the Significance Criteria and the definition of close family members indicated above have been applied (approved by the Board of Directors on 27 January 2022 and confirmed by the Board of Directors on 19 February 2026).

When verifying the independence of the Candidates in application of the above Significance Criteria and of the definition of 'close family member', the Board of Directors assesses the specific situation, taking into account its potential to materially affect the independence of the Candidate.

During the Financial Year, in compliance with Recommendation no. 5 of the CG Code, the independent directors met, without the other directors and with the coordination of the Lead Independent Director, on 6 March 2025 and on 22 July 2025 (they also met on 20 January 2026). During these meetings, the Independent Directors carried out some assessments on the topics they considered to be of interest with respect to the functioning of the board of directors and corporate management, and drafted proposals for topics to be covered during the board induction, taking into account the points that emerged during the board evaluation.

Lead Independent Director

Following its renewal, at the meeting held on 30 April 2025, in line with previous financial years and in view of the appointment of the Chairman as Chief Executive Officer, the Board of Directors identified a Lead Independent Director and therefore appointed the independent director Ferruccio Borsani.

During the Financial Year, until 30 April 2025, the role of Lead Independent Director was held by Luisa Maria Virginia Collina¹⁴.

In compliance with the CG Code and Rules of the Board of Directors, the Lead Independent Director is entrusted with the task of coordinating the requests and contributions of the Independent Directors and coordinating the meetings of only the Independent Directors. To this end, the Lead Independent Director:

works with the Chairman to ensure that Directors receive complete and timely information flows and to define the initiatives aimed at enabling Directors and Statutory Auditors to gain a better knowledge of the Company and the Group and of the corporate dynamics;
convenes, independently or at the request of other Directors, special meetings of the independent Directors only, in order to discuss the matters deemed of interest with regard to the functioning of the Board or corporate management;
reports to the Chairman on any matters to be submitted to the Board for review and assessment.

During the Financial Year, the Lead Independent Director gave the Chairman her full cooperation in order to ensure the completeness and timeliness of the information flows to all the directors and convened aforementioned meetings of the independent directors on 6 March 2025, 22 July 2025 and on 20 January 2026.

¹⁴ For completeness, it should be noted that Board of Directors in office until 30 April 2025, in view of the fact that the then Chairman had been granted management powers, deemed it appropriate to appoint a Lead Independent Director and had therefore assigned this position to the independent director Luisa Maria Virginia Collina. Following the review of the Chairman's powers, as a result of the changes made to the Company's governance structure resolved by the Board of Directors on 22 December 2022, the Board of Directors nevertheless deemed it appropriate to retain the figure of Lead Independent Director, thus continuing with the adherence to Recommendation no. 13 of the CG Code.

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5. Management of Corporate Information

In accordance with the provisions laid down for 'inside information' and the related public disclosure obligations by Regulation (EU) No. 596/2014 and by the related implementing provisions - including Delegated Regulations (EU) 2016/522 and 2016/960 and Implementing Regulations (EU) 2016/959 and 2016/1055 - as well as national regulations on 'information regulated' by the Consolidated Law on Finance and Issuers' Regulation, at the meeting held on 30 July 2019, upon the proposal of the Chief Executive Officer and having consulted the Control and Risks, Corporate Governance and Sustainability Committee, the Company adopted the new versions of the 'Procedure for the internal management and disclosure to the market of corporate information' and of the 'Procedure for setting up, managing and updating the MAR Registers'. The updated versions of these Procedures - adopted by the Company for the first time in 2006 - have been approved by the Board of Directors also in order to align the contents to the recommendations of Guidelines no. 1/2017 'Management of Inside Information', published by Consob on 13 October 2017, as also amended and supplemented by regulatory provisions after their publication.

The 'Procedure for internally managing and disclosing corporate information to the market' is available on the Company's website www.delonghigroup.com, section 'Governance' - 'Company Documents'.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

6. Board Committees (pursuant to Article 123-bis, para. 2(d) of the CLF)

In accordance with Recommendation no. 16 of the CG Code and in compliance with the regulations in force concerning transactions with related parties, the Board of Directors has set up three internal committees ('Committees') with proposal-making and advisory functions and tasked with carrying out appropriate fact-finding activities, more specifically:

the Control and Risks, Corporate Governance and Sustainability Committee ('Control and Risks Committee' for short);
the Remuneration and Appointments Committee; and
the Independent Committee.

After its last renewal by the Annual General Meeting of 30 April 2025 and in line with previous years, the Board of Directors set up three internal Committees that are currently in office and which will expire on the date of the Annual General Meeting that will be called to approve the Financial Statements at 31 December 2027.

Control and Risks Committee and Remuneration and Appointments Committee

During the Financial Year, in compliance with the principles and recommendations of the CG Code:

the two Committees were composed of 3 members, all non-executive and the majority independent. The members of the Control and Risks Committee as a whole possess adequate experience in accounting and finance and those of the Remuneration and Appointments Committee as a whole possess adequate knowledge and experience in financial matters or remuneration policies;
the Chair of each of the two Committees was chosen from among the members of the Board of Directors who possess the independence requirements pursuant to the Articles of Association and the CG Code;
the meetings of each Committee have been minuted;
in performing their duties, the two Committees had the authority to access the information and company departments necessary for the execution of their duties, and to use external consultants, subject to the authorisation of the Board of Directors;
people who were not members of the two Committees, as well as the Chairman of the Board of Statutory Auditors and/or other Statutory Auditors, were able to participate in their meetings, subject to invitation by the Committee itself and limited to specific items on the agenda.

Furthermore, on 30 June 2021, the Board of Directors approved, upon the proposal of each Committee, the Rules for the Committees themselves (the Control and Risks Committee and Remuneration and Appointments Committee). More specifically, each set of Rules in question regulates:

composition and appointment;
tasks and duties;
functioning;
powers and means;
duties of the members.

These Rules were updated on 9 November 2023, mainly aimed at aligning the text with the amendments to the Articles of Association approved in an extraordinary session of the Annual General Meeting of 21 April 2023 and the adoption, by the Board of Directors in the same board meeting, of the 'Rules governing audio and/or video recordings of board and committee meetings'.

With regard to the functioning of the two Committees, their Rules state that:

the Committee's activities are planned and coordinated by the Chair, who convenes, chairs and conducts the meetings and then informs the Board of Directors at the first useful Board meeting about the matters discussed, as well as the

observations, recommendations and opinions expressed by the Committee during each single meeting. In the event that the Chair is absent or unavailable, the Chair's duties are carried out by the most senior member in terms of age, if he/she possesses the independence requirements or, otherwise, by the other independent member;

the Secretary of the Committee (the 'Secretary') assists the Chair in carrying out his or her duties and, in particular, supports him or her in carrying out the following activities: (a) scheduling of meetings and drafting of the agenda (ensuring coordination of the proposals to be submitted to the Committee with the activities of the other Board committees and the Board of Directors itself); (b) convening the meetings; (c) collecting the documents supporting the discussion of the items on the agenda and forwarding them to the other Committee members; (d) taking the minutes of the Committee meetings; (e) preparation of the Chair's communications to the Board of Directors. The role of Secretary of the Control and Risks Committee is carried out by the Secretary of the Board of Directors, while for the Remuneration and Appointments Committee it is carried out by the Group's Human Resources and Organisation Director;
the Chair of the Board of Statutory Auditors, or a standing statutory auditor appointed by him or her, attends the Committee's meetings. At the invitation of the Chair of the Committee, the Chairman of the Board of Directors, the Chief Executive Officer, the other directors and, providing the Chief Executive Officer is informed, the representatives of the corporate departments that deal with the relevant subjects can also participate to provide information and assessments falling within their remit, with reference to individual items on the agenda. The following people may also attend: (i) as regards the meetings of the Control and Risks Committee, the Financial Reporting Officer, the Internal Audit Manager, as well as external consultants, whose presence is deemed appropriate or useful in relation to the items

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

on the meeting's agenda; (ii) as regards the meetings of the Remuneration and Appointments Committee, the 'Human Resources and Organisation' and 'Corporate Affairs' departments which support the Committee itself in relation to their respective remits, in carrying out the fact-finding activities concerning the matters that fall within the Committee's remit;

the Committee meets as often as necessary to carry out its duties, according to the calendar defined by the committee upon the proposal of the Chair, and in any case whenever the Chair of the Committee deems it appropriate or is requested in writing by at least one of the other members, indicating the items to be included in the agenda, or by the Chief Executive Officer. In any event, the Committee must meet before each meeting of the Board of Directors whose agenda includes items relating to any of the matters within its remit;
the Committee meets at the Company's registered office or elsewhere, when convened by the Chair of the Committee or, if he or she is unable to do so, by the other member acting as chair, in a call notice sent to all the members of the Committee at least 3 (three) business days prior to the meeting, or in cases of necessity or urgency at least 24 (twenty-four) hours prior to the meeting, by uploading the call notice in the section reserved for the Committee on the digital platform adopted by the Company to manage board documentation (the 'Platform'). In the event that the Platform cannot be used, the call notice will be sent - as an exceptional case - by email or other electronic means of communication to the addresses indicated by each recipient. A copy of the call notice is sent to the Chairman of the Board of Statutory Auditors and to the other standing auditors, again by uploading it to the section of the Platform reserved for the Committee. The call notice must state the items on the agenda, the date, time and place of the meeting (usually the Company's registered office). In the event that the meeting will be held exclusively using telecommunication devices, the call notice does not need to indicate a physical location for the meeting but must indicate how to access it. Except in this latter case, the meeting is deemed as being held at the place indicated in the call notice, where the Secretary is located. In any case, a meeting shall be considered validly convened if all the members of the Committee are present, even in the absence of a formal call notice pursuant to the preceding paragraph. The Committee may meet via videoconference or teleconference, even exclusively, and

participation via telecommunication devices is permitted, provided that all the participants are able to be identified, follow the discussion, intervene in real time in the discussion of the items on the agenda, express their opinion verbally, view, receive or transmit documentation, and that simultaneous examination of the items on the agenda and deliberation are guaranteed;

the Secretary makes any documentation relating to the items on the agenda available to the members of the Committee by uploading it to the section of the Platform reserved for the Committee at least 2 (two) business days prior to the date of the meeting, except in cases of necessity or urgency in which the documentation must in any case be forwarded at least 24 (twenty-four) hours prior to the meeting and the recipients must be notified by e-mail that the documentation has been uploaded to the Platform. On this point it should be noted that, during the Financial Year, the deadline of 2 (two) business days before the date of the meeting was substantially respected for the submission of documents for all committee meetings and no exceptions occurred. A copy of any documentation is made available to the Chair of the Board of Statutory Auditors and the other statutory auditors, as well as to the Chairman of the Board of Directors and the Chief Executive Officer - if necessary and in any case limited to the meetings in which they take part - in the manner described above.
Committee meetings shall be validly convened in the presence of a majority of the members in office, and its decisions shall be taken with the majority vote of the members present. In the case of an equal number of votes, the Chair has the casting vote;
the minutes of each meeting are drawn up by the Secretary. In order to support minute-taking activities, Committee meetings may be recorded using audio and/or video devices in compliance with the provisions of the 'Rules governing audio and/or video recordings of board and committee meetings' adopted by the Company. The draft minutes are submitted to the Chair and to the other members of the Committee, as well as to the statutory auditors who took part in the meeting, for any observations, after which the minutes are considered approved by all the members. The minutes are transcribed in a special register kept at the Company's registered office and signed by the Chair (or by the member acting as chair) and by the Secretary. If, during a meeting, the Committee expresses a reasoned opinion about a transaction with related parties, the opinion is at

tached to the minutes of the meeting.

The Rules of the Control and Risks Committee also states that each member of the Committee who has personal interest, or an interest on behalf of others, as regards the matters under discussion must disclose this to the committee and, if this interest is in conflict with that of the Company, that member must abstain from taking part in the vote. In all other cases, this member abstains from voting when, upon verifying the voting intentions by the Chair (or by the member acting as chair), the vote of this member would be decisive for the Committee's decision (this abstention is not considered for the calculation of the resolution quorum). If the Committee is called upon to express a reasoned opinion on a transaction with related parties, all the members of the Committee must be unrelated pursuant to the Procedure for Related Party Transactions. Failing this, the principles indicated in paragraph 4.4 of the Procedure for Related Party Transactions apply.

The Rules of the Remuneration and Appointments Committee also state that no director takes part in the meetings where the proposals to be submitted to the Board of Directors regarding that director's compensation are prepared. Each member of the Committee who has personal interest, or an interest on behalf of others, as regards the matters under discussion must disclose this to the Committee. This member abstains from voting when, upon verifying the voting intentions by the Chair (or by the member acting as chair), the vote of this member would be decisive for the Committee's decision (this abstention is not considered for the calculation of the resolution quorum).

At the meeting held on 30 April 2025, the Board of Directors (appointed that day by the Annual General Meeting) decided – as permitted by the principles and recommendations of the CG Code and in line with previous financial years – to set up a single committee and to attribute it duties regarding the appointment of directors and their remuneration which has, therefore, adopted the name Remuneration and Appointments Committee. The Remuneration and Appointments Committee is currently attributed the duties indicated by Articles 4 (on appointments) and 5 (on remuneration) of the CG Code, for details of which reference is made to subsection 2.1, Section I of the 'Annual Report on the remuneration policy and compensation paid' published on the Issuer's website www.delonghighgroup.com, section 'Governance' – 'Corporate Bodies' – 'Annual General Meeting April 2026'. It should be noted that the Remuneration and Appointments Committee is also entrusted with powers in relation to transactions of lesser importance with related

parties concerning the compensation of directors and key managers with strategic responsibilities (see section 10 of this Report).

At the meeting held on 30 April 2025, the Board also attributed to the Control and Risks Committee the duties related to the internal control and risk management system that Article 6 of the CG Code envisages for that committee, as well as that of supporting the Board of Directors in the assessments and decisions regarding sustainability, including the analysis of issues relevant for the generation of long-term value to the benefit of shareholders, taking into account the interests of other stakeholders significant for the Company, with a view to pursuing Sustainable Success for the Company and the Group (see section 9.2 of this Report). The Committee also: (i) makes recommendations and provides advice to the Board of Directors to support, by means of adequate due diligence, its assessments and decisions concerning corporate governance and (ii) performs the duties which, in compliance with the Consob Related Parties Regulation in force at the time, are assigned to it with regard to transactions with related parties by the RPT Procedure (see section 10 of this Report).

It should also be specified that, at the date of approval of this Report, the Board of Directors did not reserve itself the performance of any duty that the CG Code attributes to committees with duties concerning appointments, remuneration, control and risks.

When establishing the Committees, the Board of Directors determined the composition of the committees by giving priority to the competence and experience of their members.

At the renewal of the board of directors (the first under the CG Code), the Board took into consideration Recommendation no. 17 of the CG Code, with the aim of avoiding excessive concentration of tasks with regard to the composition of Board Committees.

Independent Committee

In addition to the committees established and operating in accordance with the Code, the Board of Directors also set up the Independent Committee.

The Committee performs the duties which the Procedure for Related Party Transactions in force at the time has assigned to it with regard to transactions with related parties and, in particular, those that the Consob Related Parties Regulation assigns to the Committee composed exclusively of independent directors.

Within the scope of its responsibilities, the Committee performs the following duties:

(a) examines the RPT Procedure and its subsequent amendments, formulating its own reasoned opinion on the subject to the Board of Directors;

(b) examines, by assessing the management process, the transactions carried out by the Company, directly or through its subsidiaries, with its Related Parties, if they qualify pursuant to the RPT Procedure as 'Transactions of Greater Significance', carrying out the activities expressly indicated in the Procedure for Related Party Transactions and issuing reasoned binding opinions on the Company's interest in carrying out the individual transaction, as well as on the advantages and substantial correctness of the associated conditions;

(c) performs any additional duties assigned to it by the RPT Procedure or by the Board of Directors with regard to transactions with related parties, as well as any additional duties that the Board may deem necessary to entrust to it within the scope of the Committee's own remit.

During the Financial Year, the operation of this Committee was in compliance with the Rules of the Independent Committee, approved by the Board of Directors on 30 June 2021 and subsequently updated on 28 February 2023 and on 9 November 2023.

The Independent Committee in office at the date of approval of this Report was appointed during the Board of Directors meeting held on 30 April 2025. This Committee is composed of three independent directors: Ferruccio Borsani (who serves as Chair), Carlo Grossi and Micaela le Divelec Lemmi.

Until 30 April 2025, the Independent Committee had been composed of three independent directors, namely: Luisa Maria Virginia Collina (who serves as Chair), Massimiliano Benedetti and Micaela le Divelec Lemmi.

There have been no changes in the composition of the Independent Committee since the end of the Financial Year.

During the Financial Year, no meetings of the Independent Committee were held since the Group did not engage in any transactions of greater importance with related parties or other activities requiring the involvement of the above Committee.[15]

In accordance with the Rules of the Independent Committee, the work of the Committee is coordinated by its Chair, the meetings are duly minuted and the Committee Chair reports on the activities carried out at the first useful meeting of the Board of Directors;

In view of the specific duties of the Independent Committee, no meetings of the Committee are scheduled in this current financial year.

Lastly, it should be noted that the Board of Directors provides its internal Committees with the necessary resources to carry out the tasks assigned to them.

For more information on the composition of the three Committees during the Financial Year and on the participation of its members at the meetings held during the Financial Year, reference is made to Table 2 in the Appendix to this Report.

15 For completeness, it should be noted that the Independent Committee was involved, during 2023, in the business combination between Eversys and the La Marzocco Group, as announced to the market in the press release dated 21 December 2023.

For this transaction, the Independent Committee was constantly involved in the negotiation and preliminary phase, through a timely, complete and adequate information flow, which allowed the Committee itself to be kept regularly updated in relation to developments in the activities carried out. The Committee also availed itself, from the earliest preliminary phase prior to the start of the actual negotiations - where the transaction was characterised by an initial evaluation phase and was considered potential - for the purposes of its own analyses and determinations, of the support of a financial advisor, as well as of an independent legal consultant.

The Independent Committee meetings were attended by the Board of Statutory Auditors (in the person of its Chair and/or the other standing auditors) and, at the invitation of the committee chair, the Financial Reporting Officer, the General Counsel as well as the financial advisor and independent legal consultant.

For more details on the activities carried out by the Independent Committee as regards the above transaction, please refer in full to the information document drafted pursuant to Article 5 of the RPT Regulation and the attached opinion by the Independent Committee, available on the Company's website www.delonghigroup.com (section 'Governance' - 'Company Documents' - 'Information Document').

7. Self Assessment and Succession of Directors – Remuneration and Appointments Committee

7.1 Self assessment and succession of directors

In line with Recommendation no. 22 of the CG Code for companies that, under the Code, qualify as not being 'large companies' and 'companies with concentrated ownership', the self assessment of the Board of Directors on the size, composition and functioning of the Board itself and its committees ('Self Assessment' or 'Board Review') is carried out at least every three years, in the lead-up to the renewal of the board of directors.

At the board meeting held on 12 November 2025, the Board of Directors, with the support of the Remuneration and Appointments Committee, decided, in compliance with the recommendations of the CG Code, not to conduct the internal Self-Assessment process for FY 2025.

The Board therefore conducted its Self Assessment, most recently with regard to financial year 2024. At the board meeting held on 12 November 2024, the Board of Directors, with the support of the Remuneration and Appointments Committee, decided, in compliance with the recommendations of the CG Code and in light of the renewal of the board of directors, to conduct the Self-Assessment process for FY 2024, using an independent consultant Egon Zehnder International S.p.A. ('Egon Zehnder' or 'Independent Consultant'), which had not previously rendered services to the Company or its subsidiaries.

As described in the corporate governance and shareholding structur report relating to financial year 2024 and published in 2025 ("Corporate Governance Report 2024"), it should be noted that the Remuneration and Appointments Committee

has been identified as the board component called upon to oversee the self-assessment process (see the part regarding the Remuneration and Appointments Committee in Section I of the 'Annual Report on the remuneration policy and compensation paid' published on the Issuer's website www.delonghigroup.com, section 'Governance' – 'Corporate Bodies' – 'AGM Archive' – '2025' – 'Annual General Meeting 30 April 2025').

The above mentioned process took place through (i) the compilation of a questionnaire, the contents of which were shared with the Remuneration and Appointments Committee, and (ii) individual interviews conducted by the Independent Consultant with each member of the Board of Directors and with the Chairman of the Board of Statutory Auditors, as an observer. For further details, please refer to the previous Corporate Governance Report 2024 published on the Issuer's website www.delonghigroup.com, section 'Governance' – 'Corporate Bodies' – 'AGM Archive' – '2025' – 'Annual General Meeting 30 April 2025'¹⁶.

Egon Zehnder analysed the quantitative (questionnaire) and qualitative (interviews) results, processed the findings in anonymous and aggregated form and presented them to the Remuneration and Appointments Committee on 20 January 2025 for discussion. The aforementioned Committee then, at the meeting on 3 February 2025, took note of the findings of the above process and reported – with the support of the Independent Consultant which intervened to discuss the specific issue – to the Board of Directors during the meeting held on 6 February 2025.

For more details, please refer to the previous Corporate Governance Report 2024 published on the Issuer's website.

In the lead-up to its renewal expected at the Annual General

Meeting to approve the financial statements at 31 December 2024 (held on 30 April 2025), the outgoing Board formulated at the meeting on 14 March 2025, with the support of the Remuneration and Appointments Committee, its recommendations for the shareholders on the composition (in terms of quality and quantity) deemed optimal, taking into account the results of its self assessment and referring to the contents of the Diversity Policies updated by the Board on 6 February 2025 (see section 4.3 of this Report).

Since the Issuer qualifies, for the purposes of application of the CG Code, as a 'company with concentrated ownership' not therefore subject to Recommendation no. 23 of the CG Code, the outgoing Board had, however, set out its own recommendations to the Shareholders in the Directors' Report on the items on the agenda for the ordinary part of the Annual General Meeting held on 30 April 2025 which were made available on the Company's website www.delonghigroup.com (section 'Governance' – 'Corporate Bodies' – 'AGM Archive' – '2025' – 'Annual General Meeting 30 April 2025'), and on the authorised storage mechanism () at the same time as the publication of the call notice for said Annual General Meeting.

In compliance with the requirements of Article 4, Recommendations no. 19, point (e) and no. 24 of the CG Code, the Company has adopted the 'Succession Plan Policy of De' Longhi S.p.A.' This document was prepared by the Remuneration and Appointments Committee with the support of the Human Resources Department for the part regarding other subjects holding 'key roles', observing equal treatment and opportunities between genders within the entire company organisation as recommended by the Code (see Recommendation no. 8) and was then submitted to the Company's Board of Directors which approved it at the meeting on 23 February 2022.

16 The questionnaire covered the following topics: the qualitative and quantitative profile of the Board of Directors and of the Committees; Board dynamics, benchmarking and analysis, benchmarking and summary; meetings of the Board of Directors and decision-making processes; management and coordination activities; chairmanship of the Board of Directors; relations with management; relations with the Board of Statutory Auditors; information and presentations; strategy; Committees of the Board of Directors; risks and related controls; structure, people and remuneration; ESG – Environment, Social and Governance.

The Remuneration and Appointments Committee, with the support of the Human Resources Department and having consulted the Chief Executive Officer and General Manager for the part regarding other subjects holding 'key roles', submitted an updated version of the aforementioned document (renamed the 'Succession Planning Policy') to the Board of Directors, which was then approved by the Board of Directors on 19 February 2026. The policy update reflects the positive experiences gained from implementing the policy adopted on 23 February 2022 and the review of corporate governance that took place after the recent re-election of the board members.

The aim of this policy is to provide a description of the principles adopted by De' Longhi in preparing plans aimed at ensuring an orderly succession in the top executive positions (namely the Chief Executive Officer and General Manager), in the event of termination of office or for any other reason, in order to ensure continuity in line with the company's strategic plans and to avoid economic or reputational repercussions.

Similarly, a succession planning process is also defined for individuals holding 'key roles' for the Company and the Group.

The Company's Board of Directors, with the support of the Remuneration and Appointments Committee, assisted by the Human Resources Department, is responsible for updating and implementing the policy.

7.2 Appointments Committee

In accordance with the principles and recommendations of the CG Code, at the meeting held on 30 April 2025, the Board of Directors decided to confirm the establishment of a single committee and to attribute it the duties regarding the appointment of directors and their remuneration and this committee, therefore, adopted the name Remuneration and Appointments Committee. The Remuneration and Appointments Committee is currently vested, among others, with duties regarding appointment indicated by Article 4 of the CG Code.

For information on this section, please therefore refer to the part regarding the Remuneration and Appointments Committee in Section I of the 'Annual Report on the remuneration policy and compensation paid' published on the Issuer's website www.delonghigroup.com, section 'Governance' - 'Corporate Bodies' - 'Annual General Meeting April 2026'.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

8. Directors' Compensation – Remuneration and Appointments Committee

8.1 Compensation of directors

For information on this section, please refer to Sections I and II of the 'Annual Report on the remuneration policy and compensation paid' published on the Issuer's website www.delonghigroup.com, 'section 'Governance' – 'Corporate Bodies' – 'Annual General Meeting April 2026'.

For the additional information required by ESRS 2, paragraphs 27 and 29, please refer to the specific section 'ESRS 2 – General Information' of the Sustainability Report.

8.2 Remuneration and Appointments Committee

For information on this section, please refer to Section I of the 'Annual Report on the remuneration policy and compensation paid' published on the Issuer's website www.delonghigroup.com, section 'Governance' – 'Corporate Bodies' – 'Annual General Meeting April 2026'.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

9. Internal Control and Risk Management System - Control and Risks, Corporate Governance and Sustainability Committee

Since 14 February 2013, the Board of Directors has adopted, upon the proposal of the Chief Executive Officer (formerly the Director responsible for the Internal Control and Risk Management System) and with the assistance of the Control and Risks Committee, the 'Guidelines for the Internal Control and Risk Management System' (hereinafter referred to as the 'Internal Control Guidelines') that were later amended by the Board, most recently on 30 June 2021, in order to adapt the contents to the principles and recommendations of the CG Code.

The Internal Control Guidelines in force during the Financial Year identify the powers and duties attributed to the various parties involved in the Issuer's internal control and risk management system, including the Chief Executive Officer and the Internal Audit Manager.

The same Guidelines attribute ultimate responsibility for the adequacy of the Internal Control and Risk Management System to the Board of Directors, and more specifically set out the related duties (see section 4.1 of this Report).

The Internal Control and Risk Management System of the Issuer and of the Group is a set of rules, procedures and organisational structures having the purpose of monitoring observance of the corporate strategies and achievement of the following objectives, based on the principles of the CG Code and the reference model, the COSO (Committee of sponsoring organizations of the Treadway Commission) Report:

a) effectiveness and efficiency of the company processes (administration, production, distribution, etc.);
b) reliability, accuracy, trustworthiness of the information provided to corporate bodies and disclosed to the market, including economic and financial and non-financial information;
c) observance of the laws and regulations, the Articles of Association and company rules and procedures in force at the Company;

d) effective and efficient identification, measurement, management and monitoring of the main risks in order to contribute to Sustainable Success;
e) safeguarding the value of the company assets and protecting against losses.

The controls involve, under their different roles and respective responsibilities: the Board of Directors (as the body at the top of the Company), the Chief Executive Officer, the Control and Risks Committee, Internal Audit Manager, the Chief Financial Officer/Financial Reporting Officer, the Board of Statutory Auditors, the Supervisory Board and all De' Longhi personnel as well as the Directors and Statutory Auditors of the Issuer's subsidiaries: in order to ensure coordination between the various activities performed, all the aforementioned parties involved in the internal control and risk management system comply with the indications and principles laid down, in accordance with the provisions of the law and regulations in force and with the recommendations of the CG Code, in the Internal Control Guidelines (see section 9.7 below).

The Internal Control and Risk Management System, which is subject to periodic review and verification, taking into account the evolution of the company's operations and the context of reference as well as existing national and international best practices, must allow the different types of risk the Issuer and the Group are exposed to over time to be dealt with reasonably promptly and the identification, measurement and control of the level of exposure of the Issuer and all the other companies of the Group – and in particular, among others, companies with strategic importance – to the different risk factors, and manage the overall exposure, considering:

(i) possible correlations existing between the different risk factors;
(ii) the significant probability that the risk will actually occur;
(iii) the impact of the risk on company operation and on value generation in the long term;

(iv) the magnitude of the risk on the whole.

For the additional information required by ESRS 2, paragraphs 19, 20(b), 22, 24, 26, 34 and 36, please refer to the specific section 'ESRS 2 – General Information' of the Sustainability Report.

Cybersecurity

Central to the Group's operations are digital infrastructures, information systems and company data assets. The continuity and reliability of our services are not merely a technical objective, but they are an institutional duty we have towards our shareholders, customers and the community.

With the adoption of the NIS 2 Directive and its transposition into national legislation through the NIS 2 Decree, De' Longhi S.p.A., as a parent company, has adopted a series of measures and launched processes to establish a system of objectives, roles and procedures aimed at crating a comprehensive, multi-tiered oversight framework for the Group, based on clear responsibilities and constant monitoring.

Information security is not just a technical safeguard; it is also a forward-thinking approach to governance. This approach views security as a strategic lever for creating value and ensuring sustainability, rather than as a cost or constraint. Cybersecurity is a key part of corporate social responsibility. Protecting data and maintaining a good level of cybersecurity are important for protecting shareholder confidence, maintaining relationships with customers and suppliers, and having a strong reputation in the market. At the same time, it is also necessary to comply with national and European regulations.

Integrating cybersecurity into corporate governance frameworks brings together two seemingly distinct aspects: technical resilience, which protects infrastructure, processes and supply chains, and long-term sustainability, which is a company's ability to create lasting value while respecting the

environment, people and the wider community. In this sense, security itself becomes a form of sustainability, as it reduces systemic risks, prevents disruptions that could be harmful for communities and regions, and contributes to balanced and responsible growth.

In this way, the protection of information and systems evolves from a defensive measure into a corporate strategy to define a model in which competitiveness is combined with ethics, and digital innovation goes hand in hand with safeguarding the community.

At the meeting held on 12 November 2025, the Board of Directors – having consulted the Control and Risks Committee – adopted a 'Cybersecurity Governance Policy', the aim of which is to ensure that cybersecurity is integrated into all organisational aspects of the Company. The Policy outlines the framework established by the Company to address cybersecurity challenges effectively and efficiently, and it sets out the respective responsibilities and defines areas for strategic action.

During the same meeting, having consulted the Control and Risks Committee, the Board of Directors has also identified the chief cybersecurity officer as the General Manager, Nicola Serafin, ('Chief Cybersecurity Officer'), who is the member of the Board of Directors specifically responsible for managing information security risks and who is therefore vested with the necessary executive powers.

The governance model adopted for information and cyber security is based on striking a balance between strategic direction, executive function and oversight. Cybersecurity-related roles, responsibilities and associated powers, along with the relevant competencies, have been identified, and a two-tier governance structure has been adopted. This structure facilitates the transition from the strategic to the operational level, ensuring consistent adherence to the organisation's principles and vision, while enabling specific areas to be prioritised.

The two-tiered structure is composed as follows:

(a) level 1 governance, which performs a strategic function relating to activities carried out in conjunction with the Company's senior management – such as the Board of Directors and the Chief Cybersecurity Officer – who set the objectives and strategy and make key decisions regarding the security of the Company's data and information, and the Control and Risks Committee, which performs fact-finding and advisory functions; and

(b) level 2 governance, which performs a tactical/operational role and involves the Company's various departments and divisions.

In this context, Internal Audit contributes independently to the assessment of cybersecurity measures and controls through targeted audits.

The security measures and cyber risk management processes set out in the aforementioned policy are aligned with the Organisation, Management and Control Model adopted under Legislative Decree 231/2001. This ensures consistency in preventing cybercrime and managing the organisation's administrative liabilities.

In accordance with the timelines set out in current legislation, the 'Cybersecurity Incident Management Plan' was approved on 12 November 2025. This plan establishes a standardised framework for the effective management and response to cybersecurity incidents, ensuring the integrity, availability and confidentiality of systems and data. This is in line with the NIS 2 Directive and the obligations set out (i) in the NIS 2 Decree, (ii) in the decisions of the National Cybersecurity Agency ('ACN') issued in implementation of the NIS 2 Decree, and (iii) Commission Implementing Regulation (EU) 2024/2690 of 17 October 2024, which establishes rules for applying the NIS 2 Directive with regard to the technical and methodological requirements for cybersecurity risk management measures and

also specifies the circumstances in which an incident is considered significant, particularly with regard to, inter alia, managed service providers.

The Cybersecurity Governance Policy and the Cybersecurity Incident Management Plan have been communicated to the entire Group and published on the company intranet.

During the Financial Year, the Board of Directors assessed, most recently at the meeting on 13 March 2026, the adequacy of the Company's Internal Control and Risk Management System and that of its subsidiaries, in relation to the company features and risk profile and on its effectiveness with the assistance of the Control and Risks Committee which, during its own meetings – attended by the Internal Audit Manager – has been able to continuously check the effective functioning of the Issuer's and Group's Internal Control and Risk Management System, particularly with regard to subsidiaries with strategic importance, and giving a favourable opinion on its adequacy and effectiveness every six months during the Board meetings for approving the annual report and the half-year report (see section 9.2 below).

In application of Recommendation no. 33, point (a) of the CG Code and the Internal Control Guidelines, these assessments were carried out by the Board of Directors, ensuring – with the support of and after consulting the Control and Risks Committee – that:

(a) the duties and responsibilities are allocated clearly and appropriately
(b) the control functions, including the Internal Audit Manager, the Financial Reporting Officer and the Supervisory Board, are provided with adequate resources to perform their duties and have been given the appropriate level of autonomy within the structure. The independence of the Internal Audit Manager from each operational area manager has been ensured.

In compliance with Recommendation no. 33, point (c) of the CG Code and in application of the Internal Control Guidelines, the Board of Directors approved, on an annual basis and most recently at the meeting on 13 March 2026, the work schedule prepared by the Internal Audit Manager, after the opinion of the Control and Risks Committee issued on 10 March 2026 and having consulted the Board of Statutory Auditors and the Chief Executive Officer.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

9.1. Chief Executive Officer

At its meeting on 30 April 2025, following its appointment by the Annual General Meeting held on the same date, the Board of Directors appointed Fabio de' Longhi as Chief Executive Officer.

Pursuant to the Internal Control Guidelines, the Chief Executive Officer:

deals with the identification of the main company risks, considering the characteristics of the activities performed by the Issuer and its subsidiaries, paying particular attention to companies having strategic importance, and submits them to the examination of the Board of Directors at least once a year, and as a rule at the meeting of the Board of Directors to approve the annual report;
implements the Internal Control Guidelines, dealing with the planning, realisation and management of the Internal Control and Risk Management System and constantly monitoring its adequacy and effectiveness, as well as adapting it to changes in the operating conditions and the legislative and regulatory scenario. In particular, the Chief Executive Officer:

a. identifies the risk factors for the Issuer or other companies of the De' Longhi Group, with particular attention to companies having strategic importance – without prejudice to the primary responsibility of the respective chief executive officers of the individual companies – also in light of the changes in the internal and external conditions in which they operate, and in management performance, deviations from the forecasts and the legislative and regulatory situation in force at the time, including all the elements that may be relevant to the Sustainable Success of the Company and the De' Longhi Group;

b. defines the duties of the operating units dedicated to the control functions, ensuring that the various activities are directed with effectiveness and impartial judgement by qualified personnel who possess experience and specific knowledge. In this respect, the areas of potential conflict of interest are identified and reduced to a minimum;

c. establishes effective communication channels in order to ensure that all the personnel are aware of the policies and procedures regarding their own duties and responsibilities;

d. defines the information flows aimed at ensuring full knowledge and governability of the company actions; and ensures that the Board of Directors identifies the significant transactions of the Group – concluded by the Issuer or its subsidiaries – which must be submitted to the prior examination of the Issuer's Board of Directors;

at least once a year, and as a rule at (or before) the meeting of the Board of Directors held to approve the annual report – and all the times it is considered necessary or appropriate with regard to the circumstances, as in the case in which new important risks arise or there are considerable increases in the possibilities of risk – submits to the examination and assessment of the Board of Directors the company risks (including those that may be relevant to the Sustainable Success of the Company and the De' Longhi Group) and the set of control processes implemented and planned for their prevention, their reduction and their effective and efficient management, in order to allow the Board of Directors to make an informed and cognisant decision with regard to the strategies and management policies for the principal risks of the Issuer and the De' Longhi Group, with particular attention to companies having strategic importance;
proposes to the Board of Directors, also informing the Control and Risks Committee, the appointment, removal and remuneration of the Internal Audit Manager and ensures the latter's independence and operational autonomy from each operational area manager, checking that he or she has the appropriate means to effectively perform the duties assigned to him or her;
submits the annual work schedule prepared by the Internal Audit Manager, after consulting with the Control and Risks Committee and the Board of Statutory Auditors, to the Board of Directors;
may entrust the Internal Audit department with performing audits on specific operational areas and on observance of the internal rules and procedures in performing company operations, giving notice of this to the Chair of the Control and Risks Committee and to the Chair of the Board of Statutory Auditors, and, where appropriate, in relation to those issues under examination, also to the Chairman of the Board of Directors;
promptly reports to the Control and Risks Committee (or to the Board of Directors) with regard to issues and problems that emerge during his work or which he receives information about, so that the Committee (or Board) can take appropriate action.

In the execution of the duties and functions assigned to him, as described above, during the Financial Year the Chief Executive Officer identified the main business risks, taking into account the characteristics of the activities carried out by the Company and its subsidiaries, and implemented the Internal Control Guidelines, constantly checking the overall adequacy, effectiveness and efficiency of the Internal Control and Risk Management System, and adapting the system to changes in the operating conditions and the legislation and regulation in force. The adequacy of the Internal Control and Risk Management System with regard to the legislation and regulations in force was most recently reported to the Board by the CEO at the meeting held on 13 March 2026. The Chief Executive Officer has also submitted a summary document concerning the identification and management of the main business risks to the Board of Directors. In the performance of the above activities carried out during the Financial Year, no situations arose that required the Chief Executive Officer: (i) to entrust the Internal Audit Manager with carrying out checks on specific operational areas and on compliance with internal rules and procedures in the execution of corporate transactions, or (ii) to report to the Control and Risks Committee regarding problems and critical issues.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

9.2 Control and Risks, Corporate Governance and Sustainability Committee

In line with the recommendations of the CG Code, the Board of Directors, meeting on 30 April 2025, following its renewal decided by the Annual General Meeting held on the same date, set up internally, pursuant to Article 10 of the Articles of Association, the 'Control and Risks, Corporate Governance and Sustainability Committee', to which the following duties are attributed, including supporting it in analysing issues relevant for the generation of long-term value to the benefit of shareholders, taking into account the interests of other stakeholders significant for the Company, with a view to pursuing Sustainable Success for the Company and the Group.

Composition and functioning of the Control and Risks Committee (pursuant to Article 123-bis, para. 2(d) of the CLF)

The Committee in office at the date of approval of this Report was appointed - after checking the non-executive and independence requirements in compliance with the law, the Articles of Association and the Principles and Recommendations of the CG Code - during the meeting of the Board of Directors held on 30 April 2025 and is composed of three non-executive directors: Micaela le Divelec Lemmi (who serves as Chair), Cristina Finocchi Mahne and Stefania Petruccioli. Micaela le Divelec Lemmi and Cristina Finocchi Mahne meet the independence requirements pursuant to the CLF as well as those of the CG Code, while Stefania Petruccioli, having been a member of the Board of Directors of the Company for more than 9 out of the last 12 financial years, qualifies as non-executive.

During the Financial Year, until 30 April 2025, the CRC was composed of three non-executive directors: Luisa Maria Virginia Collina (who serves as Chair), Micaela le Divelec Lemmi and Stefania Petruccioli.

During the Financial Year, the Committee met 7 times and 8 meetings are scheduled for the current financial year (of which 3 have already taken place). As a rule, the Committee meetings last approximately 2 hours and 20 minutes on average.

The committee members have attended the meetings regularly and consistently (the percentage of each member's attendance at the meetings is indicated in Table 2 in the Appendix to this Report).

Over the Financial Year, the Committee meetings were duly minutes and the Committee's work was coordinated by the Chair, who regularly updated the Board on the activities carried out.

For a description of the rules on the Committee's functioning, reference is made to section 6 of this Report.

For the entire duration of the Financial Year, the Control and Risks Committee was found to be composed of three non-executive directors, the majority of whom are independent. It should be noted that there have been no changes in the composition of the Committee since the end of the Financial Year.

The professional experiences of the members of the Committee ensure adequate knowledge of accounting and financial matters and risk management and were considered adequate by the Board of Directors at the time of their appointment.

For more information on the composition of the Committee during the Financial Year and on the participation of its members at the meetings it held during the Financial Year, reference is made to Table 2 in the Appendix to this Report.

Functions attributed to the Control and Risks Committee

The Control and Risks Committee makes recommendations and provides advice to the Board of Directors in order to support, by means of adequate fact-finding, its assessments and decisions concerning the Internal Control and Risk Management System (ICRMS), as well as those concerning corporate governance and sustainability (including the analysis of issues relevant for the generation of long-term value to the benefit of shareholders, taking into account the interests of other stakeholders significant for the Company, with a view to pursuing Sustainable Success for the Company and the Group). The Committee also performs the functions which, in compliance with the Consob Related Parties Regulation in force at the time, are assigned to it with regard to transactions with related parties by the Procedure for Related Party Transactions.

Within the scope of its responsibilities, the Committee performs the following duties:

a) supports and issues opinions to the Board of Directors regarding the identification and updating of the principles and indications contained in the 'Guidelines for the Internal Control and Risk Management System of the De' Longhi Group', approved by the Board of Directors;
b) supports and issues opinions to the Board of Directors on the adequacy of the Internal Control and Risk Management System in relation to the company's characteristics and its risk profile, as well as its effectiveness, with the purpose of ensuring that the main company risks are correctly identified and adequately managed. With regard to which it informs the Board of Directors:

at least once every six months, as a rule at (or before) the meetings of the Board of Directors held to approve the annual report and half-year report, about the activity carried out and about the adequacy and effectiveness of the Internal Control and Risk Management System;
as a rule at (or before) the Board meeting to approve the annual report, on the state of the Internal Control System in relation to factors which may result in risks to the Company and the Group;

c) issues opinions to the Board of Directors, at least once a year, on the approval of the work schedule prepared by the Internal Audit Manager;
d) supports the Board of Directors with regard to the description, in the 'Annual Report on Corporate Governance and Shareholding Structure', of the main characteristics of the Internal Control and Risk Management System and the procedures for coordinating the various persons involved in the ICRMS, taking into account national and international models and best practices;
e) supports the Board of Directors on the results given by the external auditor in any recommendation letter and in the supplementary report for the Board of Statutory Auditors;
f) supports and issues opinions to the Board of Directors on the appointment and removal of the Internal Audit Manager, on the definition of the Manager's remuneration in line with company policies, as well as on the verification that the Manager is equipped with the necessary resources to perform their duties;
g) supports and issues opinions to the Board of Directors on the appointment and removal of members of the Issuer's Supervisory Board, established and functioning in accordance with Legislative Decree No. 231/2001;
h) expresses opinions on specific aspects concerning the identification of the main company risks and supports the

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

assessments and decisions of the Board of Directors relating to managing risks arising from harmful events of which the Board of Directors has become aware;

i) assesses, having consulted the Financial Reporting Officer, the External Auditors and the Board of Statutory Auditors, the correct use of the accounting standards and their consistency for the purposes of drafting the consolidated financial statements;

l) supports the Board of Directors in analysing issues relevant for the generation of long-term value to the benefit of shareholders, taking into account the interests of other stakeholders significant for the Company, with a view to pursuing Sustainable Success for the Company and the Group;

m) assesses the correctness of the process of preparing the periodic financial and non-financial reports so that they correctly represent the business model, the Company's strategies, the impact of its activities and the performance achieved, and acknowledges the information provided by the delegated officers and the Financial Reporting Officer concerning the suitability of the periodic financial and non-financial reports to correctly represent the business model, the Company's strategies, the impact of its activities and the performance achieved, taking into account the results of the analysis referred to in point l) above;

n) examines the content of periodic non-financial information relevant to the ICRMS;

o) examines, among others, the periodic reports and those of particular relevance prepared by the Internal Audit department;

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

q) may task the Internal Audit department with carrying out checks on specific operational areas, at the same time informing the Chair of the Board of Statutory Auditors;

r) may ask the Internal Audit Manager at any time for a report on the activity carried out and on the state of the Internal Control and Risk Management System; the Control and Risks Committee may also ask the Internal Audit Manager at any moment for a copy of the documentation kept by the latter in accordance with the Internal Control Guidelines;

s) performs the duties which, in compliance with the Consob Related Parties Regulation in force at the time, are assigned to it in accordance with the Procedure for Related Party Transactions;

t) monitors and supports the Company's implementation of the rules also laid down by the regulations in force at the time and the best practices in corporate governance;

u) supports, with an adequate fact-finding, the further assessments and decisions of the Board of Directors relating to the issue of sustainability;

v) performs the additional duties that the Board of Directors may assign to it.

As cyber risk is one of the business risks that is subject to ongoing monitoring and reporting, the Cybersecurity Governance Policy formalises the Committee's involvement in cyber matters by setting out its fact-finding and advisory functions. In this context, the Committee plays an investigative and advisory role: it makes recommendations and proposes measures to strengthen organisational oversight and internal controls in cybersecurity; it performs exclusively supervisory and advisory functions, without any managerial or operational responsibilities; it provides the Board of Directors with independent oversight and support, limited to matters of cyber risk governance and monitoring, coordinating, where necessary, with the Chief Executive Officer and the executive functions (including the Chief Cybersecurity Officer); it receives updates and risk reports from the Chief Cybersecurity Officer; it issues opinions on the cybersecurity governance policy and on any amendments or additions to it; and the policies and plans required by the NIS 2 Decree and any amendments or additions to them are also submitted to it.

At the Board meeting convened on 31 July 2025 to approve, among other things, the Half-Year Report at 30 June 2025 and at the Board meeting convened on 13 March 2026 to approve, among other things, the Annual Report at 31 December 2025, the Chair of the Control and Risks Committee, during the presentation to the Board of Directors of the activities carried out by the Committee during the first and second quarter of the Financial Year respectively, explained to the Board her own assessment of the adequacy of the internal control and risk management system.

During the Financial Year, the Control and Risks Committee performed - in line with the functions and duties assigned to it - essential monitoring and control of the Company's Internal Control and Risk Management System, as well as advisory and proposal-making activities for the prescribed corporate governance requirements and on sustainability issues.

More specifically, during the Financial Year, the Committee, among other things:

1) examined the relevant aspects related to the preparation of the consolidated financial statements, including (i) reviewing and verifying a summary document, prepared by the Financial Reporting Officer, concerning the results of the impairment tests on the value of goodwill and trademarks with an indefinite useful life recorded in the Annual Report; (ii) positively assessing, together with the Financial Reporting Officer, after having consulted the independent auditors and the Board of Statutory Auditors, the correct use of the accounting standards as well as their uniformity for the purposes of preparing the Group's consolidated financial statements;

2) examined the content of periodic non-financial information relevant to the internal control and risk management system;

3) performed the activities relating to the monitoring of the Internal Control and Risk Management System, including, inter alia, (i) reviewing the work plan of the Internal Audit Manager; (ii) analysing the periodic reports of the Internal Audit Manager; (iii) examining the updates received from the Internal Audit Manager on the progress of the Enterprise Risk Management (ERM) project and the results of the activity carried out, also receiving and analysing the report by the Chief Executive Officer on the identification and assessment of the main corporate risks and the set of control processes implemented and planned;

4) expressed, on the basis of the information received, its positive assessment of the adequacy of the internal control and risk management system in relation to the characteristics of the business and its risk profile, and of its effectiveness;

5) carried out Corporate Governance activities, including, inter alia; (i) analysing the recommendations formulated for 2025 by the President of the Corporate Governance Committee together with the '12th Report on the Application of the Corporate Governance Code'; (ii) examining the draft Report on Corporate Governance and Shareholding Structure with particular regard to the parts falling under its responsibility (specifically the section describing the main features of the Internal Control and Risk Management System); (iii) examining the proposals to be submitted to the Annual General Meeting held on 30 April 2025 and relating to (1) the introduction of the position of Honorary Chairman of the Company into Article 11 of the Articles of Association and (2) the amendment of the Rules of the General Meeting in view of the provision (introduced in previous years) in the Articles of Association allowing annual general meetings and the meetings of the Board of Directors to be held via videoconference and allowing the Board of Directors to designate one or more persons to whom those entitled to vote may grant a proxy, including exclusive proxy; (iv) examining the updated Mapping of Relevant Information, the Insider Register and the Internal Dealing Register, following the appointment of new corporate bodies by the Annual General Meeting held on 30 April 2025;

6) in the area of Sustainability, the Committee was involved in and was updated on by the Company regarding the activities carried out in the reporting period for sustainability, investigating material issues for the generation of long-term value for the benefit of shareholders, taking into account the interests of other stakeholders significant for the Company, with a view to pursuing Sustainable Success for the Company and the Group. In particular, the Committee: (i) was constantly updated, also through ad hoc meetings, with regard to activities and processes aimed at preparing the Sustainability Report in light of the entry into force, as of the 2024 reporting year, of the CSRD and the Implementing Decree, and the so-called double materiality analysis was submitted to it for its assessment; (ii) reviewed - in advance of the Board of Directors

meeting - the sustainability report integrated into the 2024 Annual Report, and (iii) it was kept regularly updated on the implementation of the Group Sustainability Plan[17] and on developments regarding governance (receiving updates on changes to the governance system currently being implemented), strategy, identified commitment areas and individual projects to be carried out, as well as the results achieved from time to time.

The Chair of the Committee has always informed the Board of Directors, at the first useful meeting, about the relevant activities carried out by the Committee itself.

The committee meetings held during the Financial Year were attended by the Board of Statutory Auditors (in the person of its Chair and/or the other standing auditors) and, at the invitation of the committee chair after informing the Chief Executive Officer, the General Manager, the Internal Audit Manager, the Financial Reporting Officer and the General Counsel (who also acted as secretary for the Committee), who all reported on the specific issues discussed, each for their area of competence, according to the items on the agenda for each meeting. The following people also attended a number of meetings, depending on the specific agenda items discussed each time: the Group Financial Reporting and Consolidation Director, the Chief People Officer, the Group Sustainability Director, the Chief Information Officer and the Global Cyber Security Director.

In performing its functions, the Committee has the authority to access the information and business departments necessary for the execution of its duties, formulating requests for information and invitations to participate in the meetings via its Chair and to use external consultants, subject to the authorisation of the Board of Directors.

During the Financial Year, sufficient financial resources were made available to the committee so that it could perform its duties.

17 It should be noted that the Committee discussed in advance, with respect to the meeting of the Board of Directors held on 18 January

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

9.3 Internal Audit Manager

In accordance with the Principles and Recommendations of the CG Code, the Board of Directors appointed, upon the proposal of the Chief Executive Officer and approved by the Internal Control and Risks Committee, Marco Mantovani as the Company's Internal Audit Manager.

The Internal Audit Manager is not responsible for any operational area, reports hierarchically to the Board of Directors and coordinates with the CEO on the organisational programme, ensuring the information flows to the Control and Risks Committee, the Board of Directors, the Board of Statutory Auditors and the Financial Reporting Officer.

For the purposes of Recommendation no. 33, point (b) of the CG Code, it is specified that the role of Internal Audit Manager is not entrusted, even partially, to people outside of the Company.

Pursuant to the Internal Control Guidelines, the Internal Audit Manager (who is assured independence and operational autonomy from each operational area manager subject to his monitoring):

a. extends his audit activity to all the companies of the Group, paying particular attention to companies identified by the Board of Directors as companies with strategic importance, and has access to all their activities and related documentation. The Internal Audit Manager has direct access to all the useful information in order to perform his job;

b. is also responsible for verifying, among other things, the suitability of the internal procedures for ensuring the adequate containment of the Issuer's and the Group's risks, and to assist the Group in the identification and assessment of major exposures to risk.

The duties of the Internal Audit Manager are performed by carrying out sample audits on the processes under examination.

Pursuant to the Internal Control Guidelines in force during the Financial Year, the Internal Audit Manager:

a) prepares the annual work schedule based on a structured process of analysis and prioritisation of the main risks and illustrates it to the Chief Executive Officer, the Control and Risks Committee, the Board of Statutory Auditors and the Board of Directors, in good time for the execution of their respective functions and, in particular, for any suggestions they intend to make;

b) assists the Chief Executive Officer in planning, managing and monitoring the Internal Control and Risk Management System and in identifying the different risk factors, including all the risks that may be relevant to the Sustainable Success of the Company and the De' Longhi Group;

c) schedules and carries out, in compliance with the annual work schedule, the direct and specific control activity in the Issuer and in all the other companies in the Group, paying particular attention to companies having strategic importance, in order to verify any deficiencies of the Internal Control and Risk Management System in the different risk areas;

d) checks, on a continuous basis or in relation to specific needs and in compliance with international standards, the operation and suitability of the Internal Control and Risk Management System;

e) checks, as part of the audit schedule, the reliability of the information systems including the accounting systems;

f) checks that the rules and procedures of the control processes are observed and that all the subjects involved operate in accordance with the set objectives. In particular, the Internal Audit Manager:

checks the reliability of the information flows, including the automatic data elaboration systems and the administrative/accounting systems;
verifies, as part of the work schedule, that the procedures adopted by the Issuer and the Group ensure the observance, in particular, of the provisions of law and the regulations in force;

g) also performs assessment duties with regard to specific aspects, where he deems appropriate or at the request of the Board of Directors, the Control and Risks Committee, the Chief Executive Officer or the Board of Statutory Auditors;

h) ascertains, using those methods considered most appropriate, whether the anomalies found in the operation and functioning of the controls have been removed;

i) keeps in order all the documentation regarding the activities carried out. This documentation will be made available to the people in charge of the control processes who ask for it;

l) prepares periodic reports containing adequate information on their activities, the methods used to perform risk management, and on compliance with the plans defined for their containment. The periodic reports contain an assessment of the Internal Control and Risk Management System's appropriateness; moreover, in light of the results of the audits as well as the analysis of the business risks, he identifies any deficiencies in the Internal Control and Risk Management System and proposes any necessary action to be taken on the System; the weaknesses identified and proposed actions are included in the related Internal Audit Reports;

m) where necessary, also at the request of the Board of Statutory Auditors, promptly prepares reports on events of particular relevance;

n) sends the reports referred to in points I) and m) to the Chief Executive Officer, the Chair of the Board of Statutory Auditors, the Chair of the Control and Risks Committee and, where appropriate in relation to those issues under examination, to the Chairman of the Board of Directors, the Financial Reporting Officer and to the Supervisory Board, when the same Internal Audit Manager has assessed that they contain information that is relevant in terms of 231 compliance and, in any case, limited to these parts, except in cases where the subject of these reports specifically concerns the activity of such persons. When the control activities concern other companies in the Group, if necessary, the reports are also sent to the relevant competent bodies of the company concerned. The Control and Risks Committee ensures that the reports are sent to the other members of the Board of Directors with regard to the issues on the agenda; the Board of Statutory Auditors examines said documents during the meetings of the Control and Risks Committee;

o) at least twice a year, in good time to allow the Control and Risks Committee and the Board of Directors, and the Chief Executive Officer to perform their respective duties at (or before) the Board meetings to approve the annual report and half-year report, he prepares a six-monthly summary of the principal findings that emerged in the relevant six-month period and during the whole year. The annual report prepared for the Board meeting to approve the annual financial report also contains an update of the company risks being monitored that emerged during the year;

p) in the presence of critical aspects which suggest urgent action is required, he informs without delay the Chief Executive Officer and the delegated officers, and the Chair of the Control and Risks Committee, the Chair of the Board of Statutory Auditors and, where appropriate, the Chairman of the Board of Directors and the Financial Reporting Officer, to update them on the results of their work.

The work schedule prepared by the Internal Audit Manager for the Financial Year was approved by the Board of Directors on 14 March 2025, after the opinion of the Control and Risks Committee issued on 6 March 2025 and having consulted the Board of Statutory Auditors and the Chief Executive Officer.

The Board, upon the proposal of the Chief Executive Officer, with the favourable opinion of the Control and Risks Committee, and having consulted the Board of Statutory Auditors,

defined the compensation for the Internal Audit Manager, in line with the Company's policies, as most recently updated at the meeting held on 27 January 2025.

During the Financial Year:

the Internal Audit Manager has had access to all the information relevant for performing his duties and has sent reports on his audit activities to the Chair of the Control and Risks Committee and to the Chair of the Board of Statutory Auditors, and to the Chief Executive Officer and the Supervisory Board;
the Company made the sum of €56,000 available to the Internal Audit Manager to enable him to carry out the duties and functions assigned to him;
the Internal Audit department was composed, on average, of 9 people including the Manager.

It should be noted that, during the Financial Year, there were no particularly significant events that required the Internal Audit Manager to carry out activities in addition to those provided for in the Audit Plan and to prepare the relevant reports.

During the Financial Year, the internal audit activity performed by the Internal Audit Manager focused on:

(i) compliance with Law no. 262/2005 and, in particular, the updating of the process matrices mapped previously for all the companies with strategic importance and testing their effectiveness based on the approved plan and on the new mapping of the processes and controls for the company Capital Brands Holding Inc and Eversys S.A.;

(ii) with regard to audit and follow-up activities in Italian and foreign companies; this work was performed by the Internal Audit Manager using checklists and verification carried out using remote and on-site follow-ups;

(iii) SoD (segregation of duties) analysis and compensating controls on the Group companies. The activity is designed to monitor the execution of significant activities for the production of financial information within the Group's different SAP systems, in particular with regard to the separation of duties in the drafting of accounts in the Group companies that use SAP;

(iv) updating of the risk assessment; in this area the Group implemented a new integrated risk assessment platform. This platform has been used for risk assessment, including all the companies of the Group. During 2025, the most significant risks were updated and several 'risk awareness'

sessions were held with some managers of foreign branches and the risks of the company La Marzocco S.r.l. were mapped. In addition, a quarterly 'risk newsletter' was drafted and distributed to all risk owners;

(v) anti-fraud activities. During FY 2025, anti-fraud activities continued with follow-up of the gaps previously identified on the basis of the three-year anti-fraud programme; other specific controls were also carried out on selected business areas;

(vi) activities relating to IT controls have focused on three key areas, namely: monitoring of IT controls (privileged user accounts, external access, analysis of segregation of duties); IT assurance activities and, in particular, the monitoring of cybersecurity projects and assessment of new support systems; and lastly, audits on the IT systems in the Group's branches.

The above activities are periodically reported to the Chief Executive Officer, the Chair of the Board of Statutory Auditors, the Chair of the Control and Risks Committee and the Financial Reporting Officer. In his reports, the Internal Audit Manager also presented his assessments on the adequacy of the Internal Control and Risk Management System.

9.4 Organisational model pursuant to Legislative Decree 231/2001

The Issuer has adopted an organisation, management and control model in accordance with Legislative Decree no. 231 of 8 June 2001 (hereinafter, the 'Organisational Model' or 'Model').

The functions of the supervisory board provided for by Article 6 of Legislative Decree No. 231 of 8 June 2001 (hereinafter, 'Legislative Decree 231/2001' or the 'Decree') are assigned by the Board of Directors to the Supervisory Board established ad hoc (hereinafter, the 'Supervisory Board'), which was entrusted, in particular, with the task of supervising the efficacy and effectiveness of the Organisational Model and the opportunity to update it after changes to the corporate structure and/or in the reference regulations.

The Board of Directors meeting held on 13 May 2025 appointed the current Supervisory Board, for the three-year period 2025-2027, consisting of Alberto Villano (who serves as Chair of the Supervisory Board), Simona Carolo (external member), Marco Mantovani (Internal Audit Manager), Marco Piccitto (General Counsel) and Alan Male (Legal Compliance & Information Security Manager).

The Organisational Model, adopted by the Company on 27 March 2006, has since been amended; the version in force at the date of approval of this Report was approved by the Board at the meeting held on 10 May 2024.

In the construction of the Organisation Model the Company has not only complied with the provisions of the Decree and the applicable rules and regulations, but has, with regard to unregulated aspects, also complied with the guidelines issued by Confindustria and with the best practices for controls.

The current Organisational Model is composed of:

a) a General Part, which illustrates the function and principles of the Model, identifies and regulates its essential components, namely the Supervisory Board, the disciplinary system, staff training, the dissemination and application of the Model and the whistleblowing system adopted by the Company. Two further documents are enclosed with the General Part: the Group's Code of Ethical Conduct and the Sensitive Processes/Protocols/Crimes Matrix, the text of both have been updated as part of the general review of the Model which was approved by the Board, in the updated version, at the meeting held on 8 November 2018;

b) a Special Part containing the 'Protocols regulating the Sensitive Processes' which contain the controls implemented by the Company with reference to the processes and activities identified as at risk of the commission of the crimes referred to by the Decree.

The Company has established a Whistleblowing system for reporting, also anonymously and to protect the integrity of the entity, unlawful conduct or conduct that does not comply with the Code of Ethical Conduct, internal procedures, applicable laws and regulations, the 231 Organisational Model or the internal procedures adopted by the Group. The system adopted by the Company also implements the provisions of Legislative Decree No. 24 of 10 March 2023, implementing Directive (EU) 2019/1937 'on the protection of persons who report breaches of Union law'.

The whistleblowing system uses a special platform called the DeLonghi Group Integrity Platform which is designed to ensure the confidentiality of the whistleblower's identity and complies with the Whistleblowing regulations in line with the security standards (ISO 37001:2016) and the latest best practices. The Company has also established a whistleblowing committee which is tasked with assessing each report thoroughly, carrying out case-specific investigations where necessary, and adopting measures that are consistent and appropriate. For any additional information on the Whistleblowing system, the appointment and composition of the aforementioned whistleblowing committee and its functioning, please refer to the General Part which is available on the Company's website www.delonghigroup.com, section 'Governance' - 'Company Documents'.

The 'Protocols governing Sensitive Processes' cover, among other things, the areas of corporate activities at risk of offences relating to the preparation and execution of payments, the preparation of financial statements, the preparation of tax returns relating to income tax or VAT and intra-group transactions carried out by Company personnel, in order to prevent offences related to bribery among private individuals, receiving stolen goods, money laundering and self-laundering, and tax offences in general ('Financial Flows' Protocol, 'Management of Infra-Group Relations' Protocol, 'Financial Statements and Taxation' Protocol).

An extract of the Organisational Model of both the Company and its subsidiary with strategic relevance, De' Longhi Appliances S.r.l., containing, among other things, indication of the offences that the model is designed to prevent, is available on the Company's website www.delonghigroup.com, section 'Governance' - 'Company Documents'.

The Supervisory Board performs its own monitoring tasks in accordance with its own rules (updated, most recently, on 6 June 2025) and based on an annual Supervision Plan, which indicates the ordinary and extraordinary activities that the Supervisory Board is expected to perform and the schedule of meetings. In compliance with the Model and its rules, the Supervisory Board is expected to meet at least on a quarterly basis (and in any case every time its Chair deems it appropriate, or whenever even just one of its members requests it), and reports on the implementation of the Model and any critical issues directly to the Board of Directors, including through the Control and Risks Committee. The participation of the Board of Statutory Auditors in the meetings of the Control and Risks Committee and of the Board of Directors also enables reporting to the control body.

During the Financial Year, the Supervisory Board met 4 times, the meetings lasted on average around 2 hours.

The Italian subsidiary with strategic importance, De' Longhi Appliances S.r.l., has also adjusted its internal system to the

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provisions of Legislative Decree No. 231/2001, adopting its own Organisation and Management Model in accordance with the same Decree, periodically updating it with regard to new legislation and organisational changes and appointing a Supervisory Board, which currently consists of 5 members.

For the additional information required by ESRS 2, paragraph G1, please refer to the specific section 'ESRS 2 – General Information' of the Sustainability Report.

9.5 External Auditor

The company entrusted with the external audit of the De' Longhi accounts for the Financial Year is Pricewaterhouse-Coopers S.p.A. with registered office in Via Monte Rosa 91, Milan (Italy) and registered in the register of independent auditors. The appointment was granted by the Annual General Meeting of De' Longhi with resolution dated 19 April 2018 and effective from the approval of the separate financial statements at 31 December 2018. This appointment will expire with the approval of the financial statements at 31 December 2027.

In particular, following the most usual practice of the main Italian listed companies, during the financial year 2018 the Company deemed it appropriate to submit the granting of the new appointment for an external auditor for the financial years 2019-2027 to the approval of the Annual General Meeting one year before the expiry of the appointment. Consequently, based on the recommendation given on this subject by the Board of Statutory Auditors, in its capacity as 'Internal Control and Account Audit Committee' (hereinafter, the Italian acronym 'CCIRC') pursuant to Article 19 of Legislative Decree no. 39 of 27/01/2010 as later supplemented and amended, on 19 April 2018 the Company's ordinary Annual General Meeting appointed, with effect from the approval of the separate financial statements at 31 December 2018, the independent auditing firm PricewaterhouseCoopers S.p.A. as external auditor of the accounts for the financial years 2019-2027. Therefore, at the ordinary Annual General Meeting of 30 April 2019, following approval of the separate financial statements at 31 December 2018, PricewaterhouseCoopers S.p.A. took over from EY S.p.A. as appointed external auditor of the De' Longhi accounts.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

The appointment of PricewaterhouseCoopers S.p.A. took place after the selection procedure carried out by the Company in concert with the Board of Statutory Auditors in its capacity as CCIRC, in accordance with the "Procedure for selecting the company to carry out the statutory audit of the accounts of the De'Longhi Group and granting appointments to it or to entities belonging to its network", approved by the Board of Statutory Auditors, which defines, among other things, the general principles and regulates the operating methods used by De' Longhi to select the entity to carry out the statutory audit, in compliance with the new national and European regulations regarding the statutory audit of the accounts. For further information on this point, reference is made to the 'Directors' Report for the Annual General Meeting of the Shareholders of De' Longhi S.p.A. convened in ordinary session for 19 April 2018, in a single call and its annex 'Recommendation of the Board of Statutory Auditors of De' Longhi S.p.A. for the appointment of the statutory auditor of the accounts for the financial years 2019-2027' available on the Company's website www.delonghigroup.com, section 'Governance' - 'Corporate Bodies' - 'AGM Archive' - '2018' - 'Annual General Meeting 19 April 2018'.

PricewaterhouseCoopers S.p.A. is also the auditor engaged to certify the compliance of the Sustainability Reporting. This is taking into account that Article 18, para. 1 of the Implementing Decree allows appointments that have already been awarded for certifying compliance of the Non-Financial Statement, pursuant to Legislative Decree No. 254/2016 ('NFS') to remain valid, for their entire duration, also for the purpose of certifying the compliance of the Sustainability Report.

To this end, it should be noted that, starting in 2018, the Company appointed PricewaterhouseCoopers S.p.A. - already previously appointed to perform the statutory audit of the accounts - to also certify the compliance of the NFS for a period coinciding with the remaining period of the appointment for the statutory audit and, therefore, for the purposes of Article 18 of the Implementing Decree, the validity of this appointment is understood as extended also to the certification of compliance of the Sustainability Report up to and including the financial year 2027.

At the board meeting held on 13 May 2025, the Board of Directors was informed by the Board of Statutory Auditors, through its Chair, about the results presented by the external auditor in the additional report, pursuant to Article 11 of Regulation (EU) No. 537/2014, addressed to the Board of Statutory Auditors, containing the suggestions letter, noting that, at the end of the audit, the External Auditors did not find any significant aspects that deserved to be brought to the attention of the Board of Directors.

The above report was the subject of assessment by the Control and Risks Committee at the meeting on 9 May 2025.

9.6 Financial Reporting Officer and other company roles and functions

According to Article 13-bis of the Articles of Association, the Financial Reporting Officer is appointed by the board of directors, after the compulsory consultation with the Board of Statutory Auditors, from among those persons with at least three years' experience in accounting or administration in a listed company or in any case one of significant size.

The Board of Directors, in compliance with the Articles of Association, appointed Stefano Biella, the Company's Chief Financial Officer, as the Manager responsible for drafting the company accounts (the 'Financial Reporting Officer') at the board meeting on 21 June 2007.

In the meeting held on 21 June 2007, the Board of Directors granted Stefano Biella, in his capacity as Financial Reporting Officer, all the powers necessary to perform the duties assigned to him by law and by the Company's Articles of Association and by the new Internal Control Guidelines, and more particularly to:

access directly all the information necessary to produce the accounting data without requiring authorisations, undertaking (as with all the members of his office) to keep the documents and the information acquired during the performance of his duty confidential;
use internal communication channels that guarantee correct infra-company information;
autonomously structure his office/department with regard to personnel and technical resources (material, IT resources etc.);
prepare the Company's (and the De' Longhi Group's) administrative and accounting procedures autonomously, also with the cooperation of the offices participating in the production of the relevant information;
propose and/or assess and/or veto all the 'sensitive' procedures adopted by the Company (and by the De' Longhi Group);
participate in the board meetings in which topics of interest to his department are discussed;
use external consultants, where particular business needs make it necessary (drawing from the budget assigned to him);
establish relationships with the other persons responsible for control and flows that guarantee, in addition to the constant mapping of the risks and processes, an adequate monitoring of the correct functioning of the procedures (External Auditors, general manager, Internal Audit Manager, risk manager, compliance officer, etc.);
delegate some specific activities, duties and/or procedure phases to an external subject/entity or to internal offices, without prejudice to his general competence and responsibility.

The Internal Control Guidelines attribute to the Financial Reporting Officer, in conjunction with the CEO, the task of also instructing the subsidiaries of the De' Longhi Group, so that they adopt all the remedies, administrative and accounting procedures and every other action and measure to promote the correct preparation of the consolidated financial statements, and any other measure communicated by the same Financial Reporting Officer within the meaning and for the purposes of Law No. 262/05 and Legislative Decree No. 303/06, which ensures the maximum feasibility of the information flows towards the Financial Reporting Officer, regarding the drafting of the company accounts.

During the Financial Year, the Financial Reporting Officer also oversaw the process of preparing the sustainability report for the financial year 2025, ensuring that it provides an understanding of the Group's activities, performance, results and impact.

The new rule dictated by Article 154-bis, para. 5-ter of the CLF, introduced by the Implementing Decree, requires that the boards of directors and the manager responsible for drafting the company accounts certify - with a specific report - that the Sustainability Report included in the report on operations has been drafted in accordance with the reporting standards applied pursuant to European regulations and the Implementing Decree, with the specifications required by European regulations ('Sustainability Statement'). The rule also allows the Sustainability Statement to be issued by a manager, other than the Financial Reporting Officer, with 'specific expertise in sustainability reporting, appointed, after receiving the mandatory

opinion of the control body, in accordance with the procedures and in compliance with the professional requirements set out in the articles of association.'

The Board of Directors did not consider it necessary to appoint a different manager to issue the Sustainability Statement, therefore, in line with the provisions of the Implementing Decree and Article 154-bis, para. 5-ter of the CLF, the Financial Reporting Officer is the person who, together with the delegated boards of directors, certifies, with a specific report, that the Sustainability Report has been drafted in accordance with the reporting standards, including the information to be provided under the so-called Taxonomy Regulation. To this end, the Board of Directors extended the powers already granted to the Financial Reporting Officer to include those related to the Sustainability Statement.

The risk management and internal control system and the financial reporting process

An integral and essential part of the Group's Internal Control and Risk Management system is constituted by the existing risk management and internal control system with regard to the financial and non-financial reporting process (administrative and accounting procedures for the preparation of the separate and consolidated financial statements and all the other reports and communications of an economic, equity and/or financial nature prepared in accordance with the law and/or regulations, and for the monitoring of the effective application of the same), prepared with the coordination of the Financial Reporting Officer.

The Internal Audit Manager, who is responsible for verifying that the internal control and risk management system is working efficiently and effectively, drafts an annual work schedule which is presented to the Board of Directors which approves it, with the prior approval of the Control and Risks Committee and having consulted the Board of Statutory Auditors and the Chief Executive Officer, also based on the indications given by the Financial Reporting Officer and the provisions of Legislative Decree 262/05. The Internal Audit Manager reports to the Control and Risks Committee on the results of the activities performed with regard to any problems found, the improvement actions agreed and the results of the testing. Lastly, the Internal Audit Manager also provides a summary report for the Financial Reporting Officer and the board of directors responsible for assessing the adequacy and effective application of the administrative procedures for drafting the consolidated financial statements.

In order to identify and manage the main business risks particularly with regard to corporate governance and adapting to the legislative and regulatory standards (including, in particular, the recommendations of the CG Code), the Issuer implemented a risk management system (ERM) to effectively manage the main risks to which the Issuer and the Group may be exposed.

This ERM has enabled the main business risks to be mapped based on the Group's value chain, identifying the inherent risk, the associated residual risk with particular focus on the possible main risks and a proposed action to resolve them, through a plan of activities for defining the risk management strategy, with a proposal to focus on the high level of risk, as well as plan of actions to continue monitoring and managing these risks also through follow-up activities and meetings with the Control and Risks Committee, the Board of Statutory Auditors and the Chief Executive Officer.

The Internal Control Guidelines identify the duties and responsibilities of the different people involved through different levels of control:

(i) recognition and identification of the main risks by the operating functions and the subsequent treatment activities;
(ii) control activity by the functions in charge of risk control by defining the tools and methods for managing the risk system.

Description of the main characteristics

The Group uses an internal control and risk management system with regard to the financial reporting system pursuant to Article 123-bis, para. 2(b) of the Consolidated Law on Finance, which is integrated in the larger Internal Control and Risk Management System.

The Group has a system of administrative and accounting operating procedures that ensure an adequate and reliable financial reporting system. This system includes the manual of accounting standards and the updating of the new regulations and accounting standards, the consolidation rules and periodic financial reporting, as well as the necessary coordination with its subsidiaries.

The Group's central corporate departments are responsible for managing and disseminating such procedures to the Group companies.

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The assessment, monitoring and continuous updating of the internal control system on the financial reporting is performed in line with the COSO model within the activities carried out in accordance with Law 262/2005. In this context, the processes and sub-processes with critical issues have been identified first by finding the significant companies, based on quantitative and qualitative relevance parameters for financial reporting (significant companies in terms of size and significant companies only for some specific risks and processes).

Starting from this significance, the mapping is then carried out by identifying the main manual and automatic controls, and attributing a priority scale (high, medium, low). These controls are then tested.

The scope of companies falling under the aforementioned mapping for the purposes of Law No. 262/2005 has been changed over the years to adapt it to the changes that have occurred in the Group, in quantitative as well as qualitative terms, and to conform said scope to that of the companies deemed strategic.

The general managers and administrative managers of each company in the Group are responsible for maintaining an adequate internal control system and, as managers, they have to issue statements in which they confirm that the internal control system functions correctly.

The Internal Audit Manager, within the department's audit plan, also performs assessments on the internal controls using the self assessment checklist.

9.7 Coordination between the parties involved in the internal control and risk management system

The methods for coordinating the various people involved in the Company's Internal Control and Risk Management System are indicated in the Internal Control Guidelines.

In particular, under the above-mentioned Internal Control Guidelines:

the Board of Directors performs the role of guiding and periodically assessing the adequacy of the Internal Control and Risk Management System. In performing this role it is assisted by the Control and Risks Committee, which performs the fact-finding, proposal-making and advisory functions which are exercised also (but not only) by issuing opinions to the Board of Directors. The Chief Executive Officer,

assisted by the Internal Audit Manager, identifies the main business risks and implements the Internal Control Guidelines, dealing with the planning, realisation and management of the Internal Control and Risk Management System and constantly monitoring its adequacy and effectiveness;

the Internal Audit Manager is also responsible for verifying, among other things, the suitability of the internal procedures for ensuring the adequate containment of the Issuer's and the Group's risks, and to assist the Group in the identification and assessment of major exposures to risk;
the Financial Reporting Officer is entrusted with the primary task of designing, managing and monitoring processes concerning, in particular, the financial information flows and with identifying and implementing the appropriate controls - intended to mitigate the possibility that such risks will occur - and monitoring and assessing the effectiveness of the controls in the context of an internal control and risk management system, with regard to an appropriate and functioning financial reporting process;
the Supervisory Board is responsible for supervising the efficiency and effectiveness of the Organisational Model, aimed at preventing the crimes indicated in the Model itself, and whether to update it as a result of changes in the corporate structure and/or the regulations;
lastly, the Board of Statutory Auditors carries out the autonomous assessment of the effectiveness and functioning of the Internal Control and Risk Management System, and can formulate, whenever it considers it necessary or appropriate, any recommendations to the competent authorities in order to strengthen the Internal Control and Risk Management System.

Under the above-mentioned Internal Control Guidelines, each party involved in the Internal Control and Risk Management System has specific obligations with regard to reporting to each other and, ultimately to the Board of Directors.

The Board of Statutory Auditors and the Control and Risks Committee promptly exchange information relevant to the performance of their duties and, in addition, the Chair of the Board of Statutory Auditors, or other statutory auditor designated by said Chair, takes part in the work of the Control and Risks Committee.

10. Directors' interests and transactions with Related Parties

The Board of Directors of De' Longhi did not consider it necessary to adopt specific operational solutions for facilitating the identification and adequate management of situations in which a Director has an interest on their own behalf or on behalf of others, believing that the existing coverage under the provisions contained in Article 2391 of the Civil Code is adequate.

Pursuant to Article 2391 of the Civil Code, Directors who have, on their own behalf or on behalf of third parties, an interest in a particular transaction shall inform the other directors and the Board of Statutory Auditors in advance, specifying the nature, terms, origin and scope of the interest; in the case of Executive Directors, they shall also abstain from carrying out the transaction and refer the decision on the transaction to the Board of Statutory Auditors. In such cases, the resolution adopted by the Company's Board of Directors shall adequately describe the reasons and the benefit for the Company in carrying out the transaction.

In compliance with the provisions of Article 2391-bis of the Civil Code and in accordance with the principles dictated by the Consob Related Parties Regulation, the Board of Directors of De' Longhi adopts rules ensuring the transparency and substantial and procedural correctness of the transactions with related parties carried out by the Company directly or through Subsidiaries, and discloses them in the report on operations. To this end, it assesses whether to seek the assistance of an independent expert, due to the nature, value or characteristics of the transaction. The Board of Statutory Auditors supervises observance of the rules adopted and reports on it in the annual report to the Annual General Meeting.

To this end, the Board of Directors – in compliance with the Consob Related Parties Regulation and Notice no. DEM/10078683 dated 24 September 2010 and after consulting a committee composed exclusively of independent directors – approved, in the meeting held on 12 November 2010,

the 'Procedure for Related Party Transactions of the De' Longhi Group' (the 'RPT Procedure'), effective from 1 January 2011.

The RPT Procedure was subsequently amended by the Board of Directors, after obtaining the favourable opinion of the Independent Committee, most recently on 30 June 2021 in order adapt its provisions to the Consob Related Parties Regulation, as amended by Consob Resolution no. 21624 of 10 December 2020, aimed at implementing, also in secondary legislation, the contents of Directive (EU) 2017/828, and the amended text entered into force on 1 July 2021. The Procedure is available on the Company's website www.delonghigroup.com, section 'Governance' – 'Company Documents'.

The RPT Procedure, in accordance with applicable regulations, (i) identifies transactions with related parties among the transactions defined as such in application of the international accounting standards adopted accordance with the procedure referred to in Article 6 of Regulation (EC) no. 1606/2002, in force at the moment the negotiations on an RPT are initiated or, if there are no negotiations, at the moment in which the decision is made, and (ii) distinguishes transactions with related parties according to their lesser or greater importance, identifying transactions of greater importance in compliance with the criteria in Annex 3 to the Consob Related Parties Regulation, and these transactions are the responsibility of the Board of Directors.

The RPT Procedure provides for two different procedures for launching and approving transactions with related parties, graded in relation to their (greater or lesser) importance. In particular, transactions of lesser importance are approved by the relevant body (Board of Directors or CEOs) only after a non-binding reasoned opinion issued by the Control and Risks Committee. Limited to transactions of lesser importance, and concerning the compensation of directors and key managers with strategic responsibilities, the reasoned opinion is issued by the Remuneration and Appointments Committee.

Transactions of greater importance are the exclusive responsibility of the Board of Directors, which makes its resolution after the reasoned favourable opinion of the Independent Committee. The RPT Procedure also envisages that from the start of the negotiations and the preliminary stage of the transaction, the Independent Committee must be assured of receiving a complete, adequate, timely and updated flow of information on the transaction.

The RPT Procedure attributes to: (i) the Control and Risks Committee the role and relevant powers that the Consob Related Parties Regulation attributes to the committee composed of non-executive directors, the majority of whom are independent, excluding those transactions of lesser importance concerning the compensation of directors and managers with strategic responsibility, which is reserved for the Remuneration and Appointments Committee; (ii) the Independent Committee the role and relevant powers that the Consob Related Parties Regulation attributes to the committee composed exclusively of independent directors.

With regard to the disclosure rules, the RPT Procedure provides for the obligation to draw up and publish, in accordance with the regulations in force, an information document drawn up in accordance with Annex 4 of the Consob Related Parties Regulation for all transactions of greater importance, to which any opinions issued by the independent directors (or, where appropriate, by the Board of Statutory Auditors and/or by the independent experts) must be attached.

The RPT Procedure also contemplates, as permitted by the Consob Related Parties Regulation, exclusion from applying the rules to certain categories of transaction. In particular, transactions 'of small amounts', identified by the relevance criteria set out in Annex 3 to the Consob Related Parties Regulation, to which the absolute thresholds indicated in Article 10.2 of the RPT Procedure apply; in particular:

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(i) for the countervalue index, small transactions are those with a countervalue less than or equal to €1,000,000.00, with the exception of transactions carried out with related parties who are natural persons, which qualify as small when their countervalue is less than or equal to €300,000.00;

(ii) for the asset index: small transactions are those in which the assets of the entity subject of the transaction are less than €1,000,000.00;

(iii) for the liability index: small transactions are those in which the total liabilities of the company or business unit acquired are less than €1,000,000.00.

The transactions concluded with and between subsidiaries, even jointly, by De' Longhi are also excluded from the application of the RPT Procedure as are transactions with companies associated with the Company (provided there are no 'significant' interests of related parties of De' Longhi in these companies), and the other cases permitted by the Consob Related Parties Regulation indicated in detail in Article 10 of the RPT Procedure to which reference is made.

For more information on the composition, functioning and any activities carried out during the Financial Year by the Independent Committee, the Control and Risks Committee and the Remuneration and Appointments Committee concerning transactions with related parties, reference is made to sections 6 and 9.2 of this Report as regards the Independent Committee and Control and Risks Committee respectively, and, as regards the Remuneration and Appointments Committee, to Section I of the 'Annual Report on the remuneration policy and compensation paid' published on the Issuer's website www.delonghigroup.com, section 'Governance' – 'Corporate Bodies' – 'Annual General Meeting April 2026'.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

11. Board Of Statutory Auditors

11.1 Appointment and replacement

The appointment of Statutory Auditors and the Chair of the Company's Board of Statutory Auditors is the responsibility of the Annual General Meeting.

The method for presenting slates with appointment proposals and voting are governed by the Articles of Association, in accordance with the legislation and regulations in force.

Article 14 of the Articles of Association establishes that the Board of Auditors must be composed of three standing statutory auditors and two alternate auditors who meet the requirements of the applicable laws and regulations and that equality between the genders in the Board of Statutory Auditors must be ensured in observance of the laws and regulations in force on the subject at the time (reference is made to section 4.2 of this Report).

The same article of the company's Articles of Association aims to ensure that the Chair of the Board of Statutory Auditors may be appointed by the minority, drawing from the slate that obtained the second greatest number of votes.

Entitlement to submit slates, formation of the slates and submission deadlines

In particular, the number of Shareholders possessing, either individually or together with others, a shareholding equal to at least that determined by Consob in accordance with Article 144-septies of the Issuers' Regulation (most recently set at 1%, with Consob Management Decision No. 123 dated 28.01.2025) can present one slate, which must be submitted to the company's registered office within the deadline set by Article 147-ter, para. 1-bis of the Consolidated Law on Finance and in any case within twenty-five days before the Annual General Meeting convened to resolve on the appointment of the Board of Statutory Auditors. Each slate must include the information required under the provisions of law and regulations in force at the time.

A shareholder may not submit or vote for more than one slate, even through a third party or trust company; shareholders belonging to the same group and shareholders who are party to a shareholder agreement concerning Company shares may not submit or vote for more than one slate, even through a third party or trust company.

The slates containing a total of three or more candidates must comprise candidates belonging to both genders, so as to ensure that the gender balance within the Board of Statutory Auditors, for both standing members and alternates, is at least equal to the minimum required by the laws and regulations in force at the time.

Each candidate may only be indicated on one single slate or shall be deemed ineligible. Candidates who do not possess the requisites required by the applicable laws or who do not observe the limits to the number of offices held as established by the applicable laws and the related implementation rules in force at the time may not be elected auditors.

Slates which do not observe the provisions contained in Article 14 of the Articles of Association shall be deemed as not submitted.

In the event that at the date the term expires only one slate has been submitted (or slates that are 'connected' to each other as per the provisions of law and regulations in force), further slates may be submitted up to three days later and the threshold for submission is halved.

Method of election

Appointment of the members of the Board of Statutory Auditors shall be carried out as follows:

two Standing Auditors and one Alternate Auditor are taken from the slate which has obtained the greatest number of votes;
one Standing Auditor - who becomes the chair of the Board of Statutory Auditors - and one Alternate Auditor are taken from the second non-connected slate, in accordance with the laws and regulations, with the Shareholders who submitted or voted for the slate with the greatest number of votes, respecting the sequential order of the candidates as they appear on the slate itself;
in the event that more than one slate has obtained the same number of votes, these slates must be put to a second vote by the Shareholders at the Annual General Meeting, and the candidates on the slate that obtains a simple majority of votes shall be elected.

If, as a result of the slate voting, the composition of the standing members of the Board of Statutory Auditors does not comply with the rules and regulations on gender equality in force at the time, the candidate of the most represented gender elected last in sequential order in the slate which obtained the highest number of votes will be excluded and replaced by the next candidate of the least represented gender, from the same slate and in sequential order.

The Chair of the Board of Statutory Auditors shall be the Standing Auditor taken from the second slate, if submitted, which obtained the greatest number of votes.

Pursuant to Article 14 of the Articles of Association, if only one slate has been submitted, the Annual General Meeting will vote on it. If the slate obtains the relative majority, the first three candidates indicated in sequential order are elected Standing Statutory Auditors and the fourth and fifth candidates are elected Alternate Auditors. The first candidate on the slate submitted is made chair. If, as a result of the slate voting on the only slate submitted, the composition of the standing members of the Board of Statutory Auditors does not comply with the rules and regulations on gender equality in force at the time, the candidate of the most represented gender the third elected Statutory Auditor in sequential order in the single

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

slate will be replaced by the next candidate, who is elected as Alternate Auditor and who is the opposite gender. The Auditor replaced under this procedure will become Alternate Auditor in place of the Auditor appointed standing member under this same procedure.

In addition to the rules set out in the Consolidated Law on Finance, the Issuer is not subject to further rules on the composition of the Board of Statutory Auditors (in particular with regard to the representation of minority shareholders or the number and characteristics of the auditors).

11.2 Composition and functioning (pursuant to Article 123-bis, para. 2(d) and (d-bis), CLF)

The Board of Statutory Auditors in office on the date this Report was approved was appointed by the resolution of the Annual General Meeting held on 30 April 2025 and will expire with the Annual General Meeting's approval of the financial statements at 31 December 2027.

The composition of the Board of Statutory Auditors in office at 31 December 2025 is shown in Table 3 in the Appendix to this Report, to which reference is made. Since the closing of the Financial Year the composition has not changed and, therefore, at the date of approval of this Report, the Board of Statutory Auditors is composed of the following persons: (1) Cecilia Andreoli (Chair from the minority slate); (2) Marcello Francesco Priori (standing auditor from the majority slate); (3) Alessandra Dalmonte (standing auditor from the majority slate); (4) Gianluca Bolelli (alternate auditor from the majority slate) and (5) Daniela Travella (alternate auditor from the minority slate).

During the Financial Year, the term expired of the Board of Statutory Auditors appointed by the Annual General Meeting of 20 April 2022, for the three-year period 2022-2025, until the Annual General Meeting convened to approve the separate financial statements as at 31 December 2024, which was held on 30 April 2025.

Until 30 April 2025 the Board of Statutory Auditors was composed of: (1) Cesare Conti (Chairman, taken from the minority slate); (2) Alessandra Dalmonte (standing auditor, taken from the majority slate); (3) Alberto Villani (standing auditor, taken from the majority slate); (4) Alberta Gervasio (alternate auditor from the minority slate); Raffaella Annamaria Pagani (alternate auditor from the majority slate).

For information on the Board of Statutory Auditors in office until the Annual General Meeting of 30 April 2025, please refer to section 11.2 of the Report on Corporate Governance and Shareholding Structure relating to FY 2024, available on the Company's website www.delonghighgroup.com (section 'Governance' - 'Corporate Bodies' - 'AGM Archive' - '2024' - 'Annual General Meeting 19 April 2024').

The Board of Statutory Auditors in office at the date of approval of this Report was elected on the basis of two slates: (i) the slate submitted on 4 April 2025 by the majority shareholder De Longhi Industrial S.A., owner (on the date that the slate was submitted) of 80,959,660 shares corresponding to 53.511% of De' Longhi S.p.A.'s share capital containing, in order, the candidates for the office of standing auditor (1) Marcello Francesco Priori, (2) Alessandra Dalmonte, (3) Gianluca Bolelli and for the office of alternate auditor (4) Raffaella Annamaria Pagani and (5) Simone Cavalli ('Slate no. 1'), and (ii) the slate submitted on 3 April 2025 by a group of asset management companies and financial intermediaries that were holding a total of 10,194,846 ordinary shares in the Company, equal to 6.7384% of the share capital containing, in order, the candidate for the office of standing auditor Cecilia Andreoli and for the office of alternate auditor Daniela Travella ('Slate no. 2').

As a result of the vote, the following candidates were elected: (1) Cecilia Andreoli (Chairman, taken from the minority slate); (2) Marcello Francesco Priori (standing auditor, taken from the majority slate); (3) Alessandra Dalmonte (standing auditor, taken from the majority slate); (4) Daniela Travella (alternate auditor from the minority slate); (5) Gianluca Bolelli (alternate auditor from the majority slate).

Given a voting capital represented by 137,523,374 ordinary shares equal to 90.897659% of the share capital and 218,483,034 votes equal to 93.654483% of the voting rights attributed to the capital, the election of the aforementioned Statutory Auditors occurred with 172,199,992 votes in favour, (equal to 78.816185% of the voting rights present at the Annual General Meeting and 73.814891% of total voting rights) for Slate no. 1 and 46,032,559 votes in favour (equal to 21.069169% of the voting rights present in the Annual General Meeting and 19.732221% of total voting rights) for Slate no. 2.

During the Financial Year, the Board of Statutory Auditors met 12 times. As a rule, the Board of Statutory Auditors meetings last approximately 2 hours on average. The Auditors have attended the meetings regularly and consistently (see Table 3 of the Appendix to this Report). The Board of Statutory Auditors

has attended all the meetings of the Board of Directors held during the Financial Year and, via the Chair or an Auditor delegated by the Chair, has also attended the meetings of the Control and Risks Committee and the Remuneration and Appointments Committee as well as the Independent Committee.

The Board of Statutory Auditors has planned 11 meetings in the current financial year, 3 of which have already taken place by the date of approval of this Report.

The curriculum vitae of the Standing Auditors in office at the date of approval of this Report are given below.

Cecilia Andreoli, Chair of the Board of Statutory Auditors in office since 30 April 2025, was born in Carpi (MO, Italy) in 1980. She graduated in Business Economics from the University of Modena and Reggio Emilia and is a qualified Chartered Accountant and Statutory Auditor.

In 2009, she set up her own practice, which over the years has specialised in advising on tax, business and employment law issues.

She has served on Study Commissions for the Modena Association of Chartered Accountants and Accounting Experts.

Since 2007, she has worked with associations in the Confindustria network.

For several years, she has held positions as Statutory Auditor and Chairman of the Board of Statutory Auditors in joint-stock companies, financial intermediaries and listed companies.

ALESSANDRA DALMONTE, Standing Member in office since 20 April 2022, was born in Lugo (Ravenna, Italy) in 1967. She graduated in Business Economics with honours from Bocconi University of Milan. She qualified as a Chartered Accountant in 1995 and is a Statutory Auditor registered in the Register as per Ministerial Decree of 26 May 1999 published in the Official Gazette, 4th Special Series, supplement no. 45 of 8 June 1999. She is partner in Poggi & Associati, where she works as Chartered Accountant dealing mainly with tax and business advisory, international taxation and extraordinary finance operations, and advises on tax litigation. She is a member of the board of statutory auditors in various companies.

MARCELLO FRANCESCO PRIORI, Standing Member in office since 30 April 2025, was born in Milan (Italy) in 1964. An Academic Fellow at the Bocconi University of Milan in the Business Economics and Management course, he also practises as a chartered accountant and statutory auditor, providing consultancy services in business, finance, companies,

corporate governance and economic valuations of firms operating in the financial and industrial sectors. He is listed in the Register of Court-Appointed Technical Consultants at the Civil Court of Milan and is a member of the Italian Association of Financial Analysts. He is also a speaker at conferences organised by the Italian Banking Association, professional bodies and leading universities. He has held the position of Chairman, Vice-Chairman, Director, Chairman of the Board of Statutory Auditors, Standing Auditor and Chairman of the Supervisory Board in banks and financial intermediaries, as well as in national and international manufacturing companies, including some listed on the stock exchange. Currently, he holds positions at the following companies, among others: Chairman of the Board of Directors of Vista Vision S.r.l., Chairman of the Board of Statutory Auditors of Banco BPM S.p.A., of Banco BPM Vita S.p.A. and of Vera Vita S.p.A., standing auditor of Banca Aletti S.p.A.

For the additional information required by ESRS 2, paragraphs 19, 20(a) and (c), 21 and 23, please refer to the specific section 'ESRS 2 – General Information' of the Sustainability Report.

Diversity Criteria and Policies

In implementation of Article 123-bis, para. 2(d-bis) of the Consolidated Law on Finance, the Board of Directors has adopted a diversity policy in relation to the composition of the Board of Statutory Auditors of De' Longhi S.p.A., relating to aspects such as age, gender composition, disabilities or training and professional career path called the 'Diversity policies for members of the corporate bodies of De' Longhi S.p.A.' (the 'Diversity Policies').

The Diversity Policies are addressed to Shareholders called upon to submit slates of candidates for the appointment of the Board of Statutory Auditors and to vote on the appointment of auditors of De' Longhi, and to the Board of Statutory Auditors, whenever it deems it should submit its recommendations or guidelines regarding the optimal composition of the Company's control body to the Shareholders.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

At the meeting held on 6 February 2025, the Board of Directors, upon the proposal of the Remuneration and Appointments Committee and taking into account the indications provided by the Board of Statutory Auditors following the outcome of the self assessment carried out within it, most recently between November 2024 and January 2025, adopted an updated version of the Diversity Policies in the lead-up to the renewal of the corporate bodies by the Annual General Meeting of shareholders held on 30 April 2025.

The updated document is available on the website www.delonghigroup.com, section 'Governance' - 'Company Documents').

In defining the criteria and objectives of the Diversity Policies, the management and control bodies of De' Longhi decided that the optimal composition of the Board of Statutory Auditors must meet the following requirements:

(i) the majority of Standing Auditors must be statutory auditors registered in the appropriate register;
(ii) a balanced combination of different age ranges within the Board of Statutory Auditors is advisable, enabling a balanced plurality of diverse perspectives and experiences;
(iii) the composition of the Board of Statutory Auditors must in any case ensure a gender balance that complies with the provisions of the law and the Articles of Association in force at the time, both from the moment of appointment and during office;
(iv) the Chairman, at least, should have gained sufficient experience on the governing bodies of listed companies or, in any event, of companies comparable in complexity and size to those of De' Longhi;
(v) the presence should be ensured of auditors who, on the whole, are competent in sectors related to the one in which the Company and the De' Longhi Group operate;
(vi) the presence should be ensured of people with a professional and/or academic and/or institutional profile, such that they bring together a range of diverse yet complementary skills and knowledge of: (i) business management and organisation, corporate governance and internal audit processes, (ii) internal control systems and risk management methodologies, (iii) statutory audit of accounts, (iv) enabling technologies (i.e. cyber, Internet of Things and Artificial Intelligence), (v) ESG sustainability policies

and remuneration policies, as well as technical expertise (iv) in legal, administrative, accounting and tax areas, finance and functioning of financial markets;

(vii) the Chair should be a person with the authority to ensure that the work of the Board of Statutory Auditors is conducted and coordinated appropriately with any further activities carried out by other persons involved in the internal control and risk management system.

To enable the Company's Board of Statutory Auditors to carry out its duties as effectively as possible, in addition to the diversity requirements set out above, it is considered essential that Statutory Auditors guarantee that they can dedicate enough time to carry out their tasks properly and conscientiously, taking into account the number of other offices held in the management and control bodies of other companies (in accordance with the legislation in force at the time) and the commitment required of them by any other work and professional activities.

At the meeting held on 13 March 2026, the Board of Directors (with the support of the Remuneration and Appointments Committee) verified - in compliance with the requirements of paragraph 7 of the 'Diversity policies for members of the corporate bodies of De' Longhi S.p.A.' - that the current composition of the Board of Statutory Auditors during the Financial Year meets the requirements of the Diversity Policies.

In relation to FY, its first year of office, the Board of Statutory Auditors carried out self-assessment activities also for the Financial Year, as required by the 'Rules of Conduct for the Board of Statutory Auditors of Listed Companies' issued by the National Council of Chartered Accountants and Accounting Experts ('Rules of Conduct'), with the support of the independent consultant Egon Zehnder. The process is broken into 4 steps, in particular (i) the compilation of a questionnaire, (ii) individual interviews with each member of the Board of Statutory Auditors, (iii) a collection of evidence emerging from the interviews and processing of the results in anonymous and aggregate form and (iv) the presentation of the main results and follow up, if any, at a meeting of the Board of Statutory Auditors.

The self assessment was conducted on the following areas:

qualitative and quantitative profile of the Board of Statutory Auditors;
organisation and functioning;
powers and attribution to the Board of Statutory Auditors;
role of the Chairman of the Board of Statutory Auditors;
dynamics of the Board of Statutory Auditors;
summary and benchmarking.

The Board of Statutory Auditors then prepared, during the meeting held on 9 March 2026, a special self-assessment report that was presented to the Board of Directors at the meeting held on 13 March 2026. The self assessment report and the summary presented to the Board of Directors did not reveal any shortcomings either with regard to the individual members or with regard to the composition and functioning of the Board of Statutory Auditors.

Lastly, in accordance with Recommendation no. 10 of the CG Code, it should be noted that, at the meeting held on 9 March 2026, the Board of Statutory Auditors also verified that each of the standing members of the Board met the requirements of independence, professionalism and integrity, taking into account the characteristics of the company and compliance with current legislation and company regulations on gender diversity.

It should be noted that, in the lead-up to its renewal for the three-year period 2025-2027, the Board of Statutory Auditors, on the basis of the experience gained during the term of office, drafted at the meeting held on 12 March 2025 the 'Guidance for shareholders and candidate auditors for the renewal of the Board of Statutory Auditors of De' Longhi S.p.A.' expressed by the Board of Statutory Auditors (the 'Guidance from the Board of Statutory Auditors'), in accordance with the Rules of Conduct and with the aforementioned 'Diversity policies for the members of the corporate bodies of De' Longhi'. In particular, the Guidance from the Board of Statutory Auditors had summarised the activities carried out by the outgoing Board of Statutory Auditors in the three-year period 2022-2024, specifying the number of meetings and the commitment required, so that the Shareholders and the candidate statutory auditors can assess the professional characteristics and commitment required for the office and the adequacy of the remuneration. The Board of Directors, at the meeting on 14 March 2025, took note of the Guidance from the Board of Statutory Auditors, arranging its publication on the website www.delonghigroup.com, section 'Governance' - 'Corporate Bodies' - 'AGM Archive' - '2025' - 'Annual General Meeting 30 April 2025'.

For the additional information required by ESRS 2, paragraph 21, please refer to the specific section 'ESRS 2 – General Information' of the Sustainability Report.

Independence

In relation to Recommendation no. 9 of the CG Code, it should also be specified that, at the annual assessment of the existence of the independence requirements for its members, last carried out at the meeting held on 9 March 2026, the Board of Statutory Auditors carried out the checks in application of the criteria dictated not only by the provisions of the law and the Articles of Association in force, but also of the combined provisions of Recommendations no. 7 and no. 9 of the CG Code and based on the information provided by each Auditor, finding all the Statutory Auditors in office independent pursuant to law, the Articles of Association and the CG Code. The outcome was communicated to the Board of Directors at the meeting held on 13 March 2026 for presentation in this Report.

Furthermore, following the renewal of the control body at the AGM held on 30 April 2025, the Board of Statutory Auditors, in the meeting held on 8 May ascertained that all its members met the independence requirements of both Article 148, para. 3 of the CLF and the Article no. 2 of Corporate Governance Code, taking into account, in relation to the latter, the quantitative and qualitative criteria established by the Board of Directors to assess the significance of the circumstances referred to in points c) and d) of Recommendation no. 7 of the CG Code (for identification of these Significance Criteria, refer to section 4.7 of this Report). In accordance with Article 144-novies, para. 1-bis, of the Issuers' Regulation and Recommendation no. 10 of the Corporate Governance Code, the results of this verification were shared with the Board of Directors at the meeting held on 13 May 2025, and made public with a press release published on the same date.

In implementation of Article 19 of Legislative Decree no. 39/10 and the Internal Control Guidelines, the Board of Statutory Auditors has supervised the independence of the external auditors, verifying both observance of the provisions of law on the matter and the nature and entity of the non-auditing services provided to the Issuer and its subsidiaries by the same external auditor and the entities belonging to its network.

Lastly, it is noted that the Board of Statutory Auditors, in performing its duties, also coordinates with the Internal Audit Manager and with the Control and Risks Committee.

Remuneration

For information on (i) the remuneration policy for members of the Board of Statutory Auditors, and (ii) the compensation paid to Statutory Auditors during the Financial Year, please refer to Section I and Section II, respectively, of the 'Annual Report on the remuneration policy and compensation paid' published on the Issuer's website www.delonghigroup.com, section 'Governance' – 'Corporate Bodies' – 'Annual General Meeting April 2026'.

Managing interests

In compliance with the rules of law and Recommendation no. 37 of the CG Code, the Auditor who, on his/her own behalf or on behalf of others, has an interest in a particular transaction of the Issuer promptly and fully informs the other Auditors and the Chairman of the Board of Directors on the nature, terms, origin and extent of his/her interest.

11.3 ROLE

For detailed information on the role of, and the main activities carried out by, the Board of Statutory Auditors during the Financial Year, please refer to the report drafted by the Board of Statutory Auditors pursuant to Article 153 of the CLF, set out in the Annual Report at 31 December 2025, which will be published on the Issuer's website www.delonghigroup.com, section 'Governance' – 'Corporate Bodies' – 'Annual General Meeting April 2026', at the same time as this Report.

For the additional information required by ESRS 2, paragraphs 19, 20(b), 22, 24 and 26, please refer to the specific section 'ESRS 2 – General Information' of the Sustainability Report.

12. Relations with Shareholders and other significant Stakeholders

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Access to information

In order to facilitate dialogue with its Shareholders and other stakeholders significant for the company, the Issuer has set up a special section on its website www.delonghigroup.com, 'Investors', where all the financial and corporate information that may be useful for the investor community and, more specifically, for Shareholders (so that they can exercise their rights in an informed manner) is published.

The Company has an Investor Relations department which is responsible for managing relations with Shareholders. The details for contacting the Investor Relations department (also available online on the website www.delonghigroup.com, section 'Media' - 'Contacts') are the following: telephone: +39 0422 4131 - e-mail: [email protected].

It should be noted that the Company complies accurately and promptly with the disclosure requirements provided under the laws and regulations in force, and has structured its website so that it easier for the public to access the information concerning the Issuer.

Dialogue with Shareholders and other significant stakeholders

On 12 May 2021, the Board of Directors – upon the proposal of the Chairman formulated in agreement with the Chief Executive Officer – approved its 'Policy for managing dialogue with shareholders as a group' (available on the Company's website www.delonghigroup.com, section 'Governance' - 'Company Documents'). This Policy, also taking into account the engagement policies adopted by the main institutional investors and asset managers of De' Longhi, sets out the general principles, the methods used to manage and conduct it, identifying the addressees, interlocutors, the units shareholders can contact, the main contents of the dialogue and the channels for the interaction between De' Longhi and its Shareholders. The contents of the Policy were examined by the Board of Directors, with the support of the Investor Relations department, on 12 March 2024, also in consideration of the 2023 recommendations formulated by the Corporate Governance Committee; as a result of the examination carried out, the Board of Directors did not deem it necessary to supplement or amend the Policy, having noted the effectiveness of its application.

In particular, the Policy for managing the dialogue with shareholders lays out:

the general principles for managing dialogue with the shareholders (transparency, timeliness, equal treatment, promotion of the corporate purpose and compliance);
the methods for managing dialogue through the following communication channels: the Company website, the publication of press releases and documents, the Annual General Meeting, meetings with the financial community, institutional investors, analysts, also identifying the Investor Relations Department and Corporate Secretary, as the reference departments for shareholders;
the main contents of the dialogue between De' Longhi and its shareholders (including: issues related to financial performance, company strategies, extraordinary operations and growth operations for external lines, dividend policy, composition of the shareholding structure, business risks and opportunities in general, corporate governance, issues related to sustainability).

During the Financial Year, the most important topics that were the subject of dialogue with shareholders were: growth and margins, with a focus on the competitive scenario given the difficulties highlighted by one of the listed competitors. In addition, issues relating to capital allocation were discussed during a number of meetings, in light of the announcement of a share buyback scheme and the payment of a special dividend in the first half of the year.

In order to take into account the indications that emerged during the dialogue with shareholders, the Investor Relations department shared the main feedback received from the financial community during 2025 with both top management and the Board of Directors, most recently at the meeting held on 19 February 2026. These interactions have stimulated and enriched the internal discussion on the above managerial issues and also enabled information to be shared with financial stakeholders with a high degree of transparency and depth.

With regard to the approach adopted by the Company in promoting dialogue with significant stakeholders, the Board of Directors found that De' Longhi has always considered it essential to have a clear and constructive dialogue with its stakeholders. With this in mind, the Company has identified – also through the activities that led to the preparation of the Sustainability Plan and the identification of material topics – the Group's significant stakeholders, providing listening/communication channels dedicated to each of them, as well as highlighting the main issues that emerged (information available on the Issuer's website www.delonghigroup.com, in the section 'Sustainability' – 'Stakeholders').

For the additional information required by ESRS 2, paragraphs 43 and 45, please refer to the specific section 'ESRS 2 – General Information' of the Sustainability Report.

13. Annual general meetings (pursuant to Article 123-bis, para. 1(I) and para 2(c), CLF)

Pursuant to Article 7 of the Articles of Association, convening the ordinary and extraordinary Annual General Meeting is governed by reference to the rules provided under the law in force.

The Annual General Meetings are normally attended by all the Directors. For the validity of the constitution and resolutions of the ordinary and extraordinary Annual General Meeting, the provisions of law in force apply.

The Annual General Meeting of Shareholders resolves on matters that fall under its responsibility in accordance with current regulations, since no further specific responsibilities are provided under the Articles of Association. It should be noted that Article 10 of the Articles of Association, in compliance with Article 2365, para. 2 of the Civil Code, attributes the Board of Directors with the power to approve mergers in the cases provided for by Articles 2505 and 2505-bis of the Civil Code, the creation or closure of secondary offices, capital reductions in the event Shareholders withdraw from the Company, amendment of the Articles of Association to comply with changes in legislation and the transfer of the registered office within Italy.

With the resolution of 11 April 2017, the Extraordinary General Meeting amended Article 5-bis of the Articles of Association to introduce increased voting rights in accordance with Article 127-quinquies of the Consolidated Law on Finance. This institution, introduced with Decree Law No. 91 of 24 June 2014, is intended to enable listed companies to establish an incentivising tool for Shareholders who have chosen to favour a long-lasting investment in the listed company, strengthening the role in governance by increasing the voting rights.

This institution allows each Shareholder who has held shares continuously for a period of no less than 24 months from their registration in a special list set up by the Company to exercise the right to a double vote for each share.

For more information, please refer to point (d), 'Shares granting special rights', in Section 2 of this Report, and to the 'Rules for increased voting rights' adopted by the Board of Directors on 11 April 2017 and updated on 9 November 2023¹⁸, and which can be viewed on the Company's website www.delonghigroup.com, section 'Governance' – 'Increased voting rights', where it is available, in compliance with Article 143-quater, para. 5 of the Issuers' Regulation, the list of shareholders with shareholdings above 3% who have requested registration in the above special list (also indicated in section 2 (D) of this Report) and those who obtained increased voting rights.

The right to participate and be represented in the Annual General Meeting are governed, in accordance with Article 7 of the Articles of Association, with reference to the rules provided by applicable law. On this point, it should be noted that Article 7 of the Articles of Association provides that the proxy for representation in the Annual General Meeting can also be granted electronically in observance of the law and regulations in force at the time, and may be notified to the Company by certified e-mail sent to the address indicated in the call notice, in observance of the applicable provisions and regulations in force.

Furthermore, the Annual General Meeting held on 19 April 2024 supplemented Article 7 of the Articles of Association which provided that the Board of Directors may designate, from time to time for each Annual General Meeting, one or more entities to whom those entitled to vote may grant proxy with voting instructions on the proposals on the agenda; and this can also be on an exclusive basis, provided that this is permitted by the applicable law, including regulations, in force at the time, providing information in accordance with those provisions.

The regulations contained in Article 83-sexies of the Consolidated Law on Finance apply with regard to participation in the Annual General Meeting.

In accordance with Article 7-bis of the Articles of Association, the Annual General Meeting may also be held in several locations, whether contiguous or distant, that have audio/video connection; in this case, the Directors must indicate, in the call notice, in addition to the physical place where the Annual General Meeting is deemed to have been held and where person taking the minutes must be present, also the audio/video locations, connected by the Company, where it is possible to participate. The Annual General Meeting may also be held exclusively via audio or video conference, omitting in the call notice the indication of the physical place where the meeting is to be held, in accordance with the law and in compliance with the legislation – including regulations – in force at the time, and the Company provides indications on how the telematic connection is to be established.

In both the above cases, the following must be permitted:

the Chair of the Annual General Meeting, also availing him/herself of the chair's office, is able to ascertain the identity and legitimisation of the persons present, verify whether the Annual General Meeting is duly convened and the correct number of shareholders is present to carry a resolution, manage and regulate the discussion, set the order and procedures for the voting and announce the result;
the person taking the minutes is able to adequately follow the AGM events to be minuted;
all the attendees are able to participate in the discussion and simultaneously vote on the topics on the agenda, as

¹⁸ It should be noted that, following the amendment of Article 5-bis of the Articles of Association resolved by the Annual General Meeting on 21 April 2023, aimed at aligning the provisions of the Articles of Association on the subject of increased voting rights to the guidelines provided in this regard by Consob and the repeal of Article 44, para. 3 of the Unified Post-Trading Decision of Consob and Banca d'Italia of 13 August 2018 containing the 'Regulation of central counterparties, central securities depositories and centralised management activities' ('Post-Trading Decision'), the rules have been updated in order to crystallise the automatic attribution of increased voting rights to the possession of the legal requirements (and therefore to the circumstances that the Company's shares have been registered in the Special List and have belonged to the same person for a continuous period of twenty-four months, starting from the date of registration in the Special List).

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well as view, receive and transmit documents.

With regard to the rules for ordinary and extraordinary Annual General Meetings, the Annual General Meeting of the Company adopted the 'Rules of the Annual General Meetings of De' Longhi S.p.A.' ('Rules of the General Meeting') in order to ensure the correct and proper functioning of the same and, in particular, of the right of each Shareholder to intervene, follow the discussion, express their opinion on the matters being discussed and exercise their right to vote. This regulation - published in the section 'Governance' - 'Company Documents' of the website www.delonghigroup.com - is a valuable tool to protect the rights of all the Shareholders and the correct formation of the annual general meeting.

In light of the amendments to the Articles of Association that have been adopted and the changes in the regulations concerning the Annual General Meetings of listed companies that have been introduced in recent years, the Annual General Meeting of shareholders held on 30 April 2025 approved an update to the Rules of the General Meeting. For additional details on the changes introduced to the Rules of the General Meeting, please refer to the detailed explanation in the 'Directors' Report on the items on the agenda - Annual General Meeting convened for 30 April 2025', available on the Company's website www.delonghigroup.com, 'Governance' - 'Corporate Bodies' - 'AGM Archive' - '2025' - 'Annual General Meeting 30 April 2025'.

During the 2025 financial year, only one Annual General Meeting of Shareholders was held on 30 April 2025, convened in ordinary and extraordinary session.

Pursuant to Article 106 of Decree Law No. 18 of 17 March 2020 (the so-called 'Cura Italia Decree'), converted by Law No. 27 of 24 April 2020 as subsequently amended, participation in the Annual General Meeting by those who have the right to vote is permitted only through the designated representative.

The Company has appointed 'Computershare S.p.A.' as Exclusive Designated Representative for the conferral of proxies and related voting instructions pursuant to the combined provisions of Article 106, para. 4 of the aforementioned 'Cura Italian Decree' and Article 135-undecies of the CLF.

All the directors and the Board of Statutory Auditors in its entirety participated in the Annual General Meeting of Shareholders chaired by Giuseppe de' Longhi.

During this meeting the following occurred: in the ordinary session (i) the AGM approved the financial statements for the year

2025 and the distribution of the related dividend; (ii) the AGM approved the Remuneration Policy for the year 2025 contained in Section I of the Remuneration Report that the Issuer is required to draft pursuant to Article 123-ter of the Consolidated Law on Finance, and, with the advisory vote, the contents of Section II of the same report concerning the remuneration paid to the Company's directors, statutory auditors and key managers with strategic responsibilities in the year 2024; (iii) the AGM renewed the Board of Directors and the Board of Statutory Auditors for the three-year period 2025-2027; (iv) the AGM approved the proposal to authorise the purchase and disposal of treasury shares, after revoking the resolution taken by the Annual General Meeting of 19 April 2024 and (v) the AGM approved the amendment to the Rules of the General Meeting; in the extraordinary session the AGM approved the amendments to the Articles of Association aimed at introducing the role of 'Honorary Chairman' and eliminating mention of the par value of shares.

At the Annual General Meeting of Shareholders held on 30 April 2025, the Company did not receive any requests to supplement the AGM's agenda, nor proposed resolutions on topics already on the agenda pursuant to Article 126-bis of the CLF and the Company did not receive any questions pursuant to Article 127-ter of the CLF.

It should be noted that the Board of Directors reported, at that Annual General Meeting, on the activities carried out and planned and has always worked to ensure that the Shareholders have adequate information on the necessary aspects so that they can make informed decisions at the AGM. The Company has reported on the functioning and the activities carried out by each Board committee, via the Remuneration Report (as regards the Remuneration and Appointments Committee) and this Report (with reference to the Control and Risks Committee and Independent Committee) both made available to the Shareholders at the above Annual General Meeting.

During the Financial Year, the Board did not deem it necessary or appropriate to draw up - from the perspective of defining a corporate governance system that is more in line with the company's needs - reasoned proposals to be submitted to the Annual General Meeting concerning:

a) choice and characteristics of the corporate model (traditional: one-tier, two-tier);
b) breakdown of the administrative and property rights of shares;
c) percentages established for exercising the prerogatives to protect minority interests.

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14. Other corporate Governance Practices (pursuant to Article 123-bis, para. 2(a), second part, CLF)

The Company has not adopted any other corporate governance practices other than those described in this Report.

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15. Changes since the closing of the financial year

From the end of the Financial Year to the date this Report was approved there have been no changes to the Company's governance structure.

16. Considerations on the letter of the President of the Corporate Governance Committee

The recommendations formulated by the President of the Corporate Governance Committee in the letter of 18 December 2025 (hereinafter the 'Recommendations' or 'Recommendation') have been examined, together with the '13th Report on the Application of the Corporate Governance Code' approved by the same committee (hereinafter, the 'Report'), by the Board of Directors in the meeting held on 19 February 2026. Considerations on this subject were formulated during this meeting, taking into account the results of the preliminary examination of the above letter and of the Report by the Control and Risks Committee at the meeting held on 20 January 2026 and by the Remuneration and Appointments Committee at the meeting held on 13 February 2026.

In relation to each Recommendation formulated by the Corporate Governance Committee, the following is a summary of the considerations shared by the Board of Directors at the end of these assessments.

Recommendation A) invites companies to 'examine their remuneration policies that will be submitted to a vote at the shareholders' meeting starting from 2026 in order to:

verify the existence of provisions about possible extraordinary payouts and/or possible severance payments for executive directors;
assess the adequacy of these provisions with respect to the principle of measurability recommended by the Code and, in the event of a negative assessment, supplement these provisions with maximum limits and clear reference parameters;
in carrying out this analysis, take into account any explicit requests made on these issues by relevant investors at the shareholders' meeting vote on policies and/or during dialogue outside of the shareholders' meeting.

The Committee invites the board of directors to report on this assessment and on any steps taken to amend the remuneration policy in the next corporate governance report.

On this point, the Board of Directors – with the support of the Remuneration and Appointments Committee – has reviewed the 2025 Remuneration Policy, particularly with regard to the projections relating to special payments and benefits associated with the termination of office. The analysis confirmed that:

with regard to special payments, the Policy does not provide for 'ordinary' discretionary mechanisms for executive directors; any awards may be granted solely by way of exception in the event of Exceptional Circumstances, with predetermined limits (one-off bonus not exceeding the value of the annual MBO) and in accordance with a defined decision-making process (reasoned resolution by the Board, involvement of the Remuneration and Appointments Committee and application of the Related Parties Procedure);
there is no provision for predetermined severance payments in the event of the termination of office for the Chairman/Chief Executive Officer and the Vice-Chairman (also with regard to, if one exists, the employment relationship as executive of the Company), nor for non-executive directors.

In drawing up the 2026 Remuneration Policy, which will be submitted to the Annual General Meeting of 23 April 2026, the Board of Directors confirmed that it would continue to pursue an approach that is consistent with the principles of the 2025 Policy and in line with the recommendations of the Corporate Governance Committee, taking into account any requests from investors and highlighting in the Report on Corporate Governance and Shareholding Structure ('Corporate Governance Report') the results of the reviews carried out and, where appropriate, the initiatives adopted.

Recommendation B) invites large companies to adopt, during the 2026 financial year, a policy on dialogue with other stakeholders that are relevant for the company (it can be combined with or separated from the policy on shareholders in general).

The policy:

defines the criteria for identifying the categories of other stakeholders that are relevant for the company, defining appropriate methods for communication with the addressees of the dialogue;
identifies the subjects and corporate functions to which the management of the dialogue is delegated;
identifies specific topic areas of interest for dialogue with other shareholders relevant for the Company;
assigns the Chairman of the board of directors the task of ensuring that the board itself is adequately informed about the development and significant content of the dialogue with other stakeholders that are relevant for the company.

The Committee invites the board of directors to provide information on any initiatives undertaken in the next corporate governance report and, in the corporate governance report to be published in 2027, disclose relevant information about the policy and the effective dialogue activities carried out with other stakeholders that are relevant for the company, reporting the topics covered by the dialogue and any initiatives undertaken by the company as a result of that dialogue.

In this regard, the Board noted that De' Longhi already has mechanisms and channels of communication in place with relevant stakeholders (other than shareholders), which are disclosed in the Corporate Governance Report and the sustainability report.

Considering the Company is classified as a 'large company' under the Corporate Governance Code, during FY 2026, the Board of Directors will assess the most appropriate approach for drawing up and adopting a specific policy for dialogue with other relevant stakeholders (either together with or separate from the 'Policy for managing dialogue with shareholders as a group' already in force), defining the criteria for identifying stakeholder categories, the responsible subjects and

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corporate functions, areas of interest and information flows to the Board.

The Company will provide adequate detail in the Corporate Governance Report on the financial year 2026 regarding the initiatives undertaken. Starting with the Report to be published in 2027, the Company will also provide information on the policy adopted and the actual dialogue conducted with relevant stakeholders, setting out the main topics discussed and any initiatives taken as a result of the dialogue.

The Board of Statutory Auditors also participated in the review of the recommendations by the Committees and the Board of Directors.

A table is attached (Annex 1) containing the set - ordered by topic and year of publication - of all the recommendations formulated in the Letters that the President of the Corporate Governance Committee has sent out annually, starting in 2020, and the related considerations formulated by the Company's Board of Directors and included in the Reports.

Treviso, 13 March 2026

Chairman of the Board of Directors

Fabio de' Longhi

Appendix

TABLE 1 – Structure of the Board of Directors at 31.12.2025

TABLE 2 – Structure of the Board Committees at 31.12.2025

TABLE 3 – Structure of the Board of Statutory Auditors at 31.12.2025

Annex 1 – Recommendations 2021 – 2026 contained in the letters of the President of the Corporate Governance Committee and the related considerations of the issuer’s Board of Directors

Annex 2 – Overview of the essential information contained in the Report regarding adherence to the principles and recommendations of the Corporate Governance Code

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TABLE 1: Structure of the Board of Directors at year end

Board of Directors
Office	Members	Year of birth	Date of first appointment (1)	In office since	In office until	Slate (submitters) (m)	Slate (M/m) (m)	Exec	Non-exec.	Indep. As per Code	Indep. AS PER CLF	N° other positions (m)
Chairman & Chief Executive Officer	Fabio de' Longhi	1967	2001	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	M	X			4	8/8
Vice-Chairman and Director	Silvia de' Longhi	1984	2007	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	M	X			2	7/8
Director	Nicola Serafin	1970	2025	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	M	X			4	5/5
Director	Massimiliano Benedetti	1970	2018	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	M		X	X	1	8/8
Director	Ferruccio Borsani	1958	2019	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	m		X	X	-	8/8
Director	Luisa Maria Virginia Collina	1968	2016	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	M		X		-	8/8
Director	Christophe Olivier Cornu	1963	2025	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	M		X	X	1	5/5
Director	Cristina Finocchi Mahne	1965	2025	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	M		X	X	2	4/5
Director	Carlo Garavaglia	1943	2001	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	M		X		-	8/8
Director	Carlo Grossi	1956	2022	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	M		X	X	-	8/8
Director	Micaela le Divelec Lemmi	1968	2022	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	M		X	X	2	8/8
Director	Stefania Petruccioli	1967	2013	30.04.2025	Approval of Accounts at 31.12.2027	Shareholders	M		X		2	8/8
DIRECTORS WHO LEFT DURING THE FINANCIAL YEAR
Chair	Giuseppe de' Longhi	1939	2001	20.04.2022	Approval of Accounts at 31.12.2024	Shareholders	M	X			3	3/3
Director	Maria Cristina Pagni	1955	2013	20.04.2022	Approval of Accounts at 31.12.2024	Shareholders	M		X		X	3/3

Number of meetings held during the Financial Year: 8

Quorum required for the presentation of slates by the minority to elect one or more members (pursuant to Article 147-ter of the CLF): 1% of share capital

NOTES

This symbol indicates the Lead Independent Director (LID).
The date of first appointment of each director means the date on which the director was appointed for the first time (ever) in the Issuer's Board of Directors.
This column shows whether the slate from which each director was taken was presented by shareholders ("Shareholders") or by the Board of Directors ("BoD").
This column shows whether the slate from which each director was taken is 'majority' ("M") or 'minority' ("m").
The number of offices of director or statutory auditor held by the person in other listed companies or large companies is shown in this column. The offices are indicated in full in the Corporate Governance Report.
This column shows the participation of directors in the meetings of the Board of Directors.

TABLE 2: Structure of the Board Committees at year end

| BoD | | Control and Risks, Corporate Govern-
ance and Sustainability Committee | | Remuneration and Appointments
Committee | | Independent Committee | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Office/Qualification | Members | () | () | () | () | () | (**) |
| Non-executive and independent director as per CLF and Code | Luisa Maria Virginia Collina | 3/3 | C
(until 30/04/2025) | - | - | - | C
(until 30/04/2025) |
| Non-executive and independent director as per CLF and Code | Micaela le Divelec Lemmi | 7/7 | C
(since 30/04/2025) | - | - | - | M |
| Non-executive and independent director as per CLF and Code | Cristina Finocchi Mahne | 4/4 | M | - | - | - | - |
| Non-executive and independent director as per CLF and non-independ-
ent as per Code | Stefania Petruccioli | 7/7 | M | - | - | - | - |
| Non-executive and independent director as per CLF and Code | Carlo Grossi | - | - | 8/8 | C | - | M |
| Non-executive and independent director as per CLF and Code | Ferruccio Borsani | - | - | 8/8 | M | - | C
(since 30/04/2025) |
| Non-executive and non-independent director as per CLF and Code | Carlo Garavaglia | - | - | 8/8 | M | - | - |
| Non-executive and independent director as per CLF and Code | Massimiliano Benedetti | - | - | - | - | - | M
(until 30/04/2025) |
| DIRECTORS WHO LEFT DURING THE FINANCIAL YEAR | | | | | | | |
| NA | | | | | | | |
| N° meetings held during the Financial Year: | | 7 | | 8 | | - | |

NOTES
() This column shows the participation of directors in the meetings of the committees.
(*) The position of the director within the Committee is shown in this column "C" chair; "M": member.

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TABLE 3: Structure of the Board of Statutory Auditors at year end

Office	Members	Year of birth	Date of first appointment (*)	In office since	In office until	Slate (M/m) (**)	Indep. as per Code	Participation in the meetings of the Board of Statutory Auditors (***)	N° other positions (***)
Chair	Cecilia Andreoli	1980	2025	30.04.2025	Approval of Accounts at 31.12.2027	m	X	8/8	11
Standing auditor	Alessandra Dalmonte	1967	2022	30.04.2025	Approval of Accounts at 31.12.2027	M	X	12/12	6
Standing Auditor	Marcello Francesco Priori	1964	2013*	30.04.2025	Approval of Accounts at 31.12.2027	M	X	8/8	7
Alternate auditor	Gianluca Bolelli	1959	2025	30.04.2025	Approval of Accounts at 31.12.2027	M	X	N/A	N/A
Alternate auditor	Daniela Travella	1967	2025	30.04.2025	Approval of Accounts at 31.12.2027	m	X	N/A	N/A
AUDITORS WHO LEFT DURING THE FINANCIAL YEAR
Chair	Cesare Conti	1963	2016	20.04.2022	Approval of Accounts at 31.12.2024	m	X	4/4	N/A
Standing Auditor	Alberto Villani	1962	2013*	20.04.2022	Approval of Accounts at 31.12.2024	M	X	4/4	N/A
Alternate auditor	Raffaella Annamaria Pagani	1971	2022	20.04.2022	Approval of Accounts at 31.12.2024	M	X	N/A	N/A
Alternate auditor	Alberta Gervasio	1965	2016	20.04.2022	Approval of Accounts at 31.12.2024	m	X	N/A	N/A

Number of meetings held during the Financial Year: 12

Quorum required for the presentation of slates by the minority to elect one or more members (pursuant to Article 148 of the CLF): 1% of share capital

NOTES

(*) The date of first appointment of each auditor means the date on which the auditor was appointed for the first time (ever) in the Issuer's Board of Statutory Auditors.

(**) The slate from which each auditor was taken is shown in this column ('M': majority slate; 'm': minority slate).

(**) This column shows the participation of auditors in the meetings of the Board of Statutory Auditors.

(**) The number of offices of director or statutory auditor held by the person, pursuant to Article 148-bis of the Consolidated Law on Finance and the related implementing provisions contained in the Consob Issuers' Regulation, is shown in this column. The full list of offices is published by Consob on its website pursuant to Article 144-quinquiesdecies of the Consob Issuers' Regulation.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

ANNEX 1 – Recommendations

2021 – 2026 contained in the letters of the President of the Corporate Governance Committee and the related considerations of the issuer's Board of Directors

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters	Related considerations of the Company's BoD
Proportionality Principle	Definitions	Dec. 2021	'It is recommended that the classification of the company with respect to the categories of the code and the simplification options available for 'non-large' and/or 'concentrated' companies, and that the choices made be adequately indicated.' (Rec. no. 2 for 2022)	BoD 10 March 2022
(Corporate Governance Report 2022 related to 2021, page 55)
'With regard to recommendation no. 2 [...] reference is made to section 1 of this Report.'
In the above section, it is stated that: 'The Company falls within the definition of 'large company' provided by the CG Code, since the capitalisation it recorded on the last day of trading in the calendar years 2018, 2019 and 2020 (and 2021) was over €1 billion, as well as within that of a 'company with concentrated ownership' provided by the Code itself, in that De Longhi Industrial S.A. holds the majority of votes that can be exercised in an ordinary Annual General Meeting of Shareholders (see section 2(c) below). In consideration of the above qualification as a 'large company' and as a 'company with concentrated ownership', in application of the recommendations of the CG Code, the Issuer has availed itself of some of the flexibility options provided for by the Code illustrated in this Report below.'
Dialogue with other stakeholders	Principle IV	Dec. 2021	'It is recommended that companies provide adequate and concise information in the corporate governance report [...] on the approach adopted in promoting dialogue with significant stakeholders.' (Rec. no. 1 for 2022)	BoD 10 March 2022
(Corporate Governance Report 2022 related to 2021, page 55)
'With regard to the approach adopted by the Company in promoting dialogue with significant stakeholders, the Board of Directors found that De' Longhi has always considered it essential to have a clear and constructive dialogue with its stakeholders. On this point, the Company – as part of the preparation of its materiality analysis – has identified the Group's main stakeholders, together with their respective listening/communication channels and has examined the main issues that have emerged from the dialogue with the stakeholders considered significant (information contained in the Issuer's most recent Sustainability Report, available on the Company's website www.delonghigroup.com, section 'Sustainability' – 'Documents') [...]'.
Dialogue with other stakeholders	Principle IV	Jan. 2023	'The Committee invites companies to provide, in their Corporate Governance Report, adequate information on the criteria and ways in which the board of directors has promoted dialogue with other significant stakeholders.' (Rec. no. 2 for 2023)	BoD 13 March 2023
(Corporate Governance Report 2023 related to 2022, page 60)
'With regard to recommendation no. 2 [...] the Board of Directors observes that De' Longhi has always considered it essential to have a clear and constructive dialogue with its stakeholders. On this point, the Company – as part of the preparation of its materiality analysis (last updated during the FY in alignment with the new GRI 2021 standards) – has identified the Group's significant stakeholders, providing listening/communication channels dedicated to each of them, as well as highlighting the main issues that emerged (information available on the Issuer's website www.delonghigroup.com, in the section 'Sustainability' – 'Stakeholders')'.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters	Related considerations of the Company's BoD
Dialogue with other stakeholders	Principle IV	Dec. 2025	'The Committee therefore invites large companies to adopt, during the 2026 financial year, a policy on dialogue with other stakeholders that are relevant for the company (it can be combined with or separated from the policy on shareholders in general). The policy: - defines the criteria for identifying the categories of other stakeholders that are relevant for the company, defining appropriate methods for communication with the addressees of the dialogue; - identifies the subjects and corporate functions to which the management of the dialogue is delegated; - identifies specific topic areas of interest for dialogue with other shareholders relevant for the Company; - assigns the Chairman of the board of directors the task of ensuring that the board itself is adequately informed about the development and significant content of the dialogue with other stakeholders that are relevant for the company. The Committee invites the board of directors to provide information on any initiatives undertaken in the next corporate governance report and, in the corporate governance report to be published in 2027, disclose relevant information about the policy and the effective dialogue activities carried out with other stakeholders that are relevant for the company, reporting the topics covered by the dialogue and any initiatives undertaken by the company as a result of that dialogue.' (Rec. no. 2 for 2026)	BoD 13 March 2026 (see this Corporate Governance Report 2026 relating to 2025) 'In this regard, the Board noted that De' Longhi already has mechanisms and channels of communication in place with relevant stakeholders (other than shareholders), which are disclosed in the Corporate Governance Report and the sustainability report. Considering the Company is classified as a 'large company' under the Corporate Governance Code, during FY 2026, the Board of Directors will assess the most appropriate approach for drawing up and adopting a specific policy for dialogue with other relevant stakeholders (either together with or separate from the 'Policy for managing dialogue with shareholders as a group' already in force), defining the criteria for identifying stakeholder categories, the responsible subjects and corporate functions, areas of interest and information flows to the Board. The Company will provide adequate detail in the Corporate Governance Report regarding the initiatives undertaken. Starting with the Report to be published in 2027, the Company will also provide information on the policy adopted and the actual dialogue conducted with relevant stakeholders, setting out the main topics discussed and any initiatives taken as a result of the dialogue.'
Sustainable success	Recommendation 1	Dec. 2020	'The Committee invites the boards of directors to [...] integrate the business activity's sustainability in the definition of the strategies, internal control and risk management system and remuneration policy, also on the basis of an analysis of the importance of factors that may affect the generation of long-term value.' (Rec. no. 1 for 2021)	BoD 11 March 2021 (Corporate Governance Report 2021 related to 2020, pages 61 and 62) 'With reference to Recommendation no. 1 [...] it was noted that: - the issue of sustainability has made its official entry into the Board of Directors, through the attribution of sustainability responsibilities to the Control and Risks Committee, with a consequent change in the name of the Committee to the Control and Risks, Corporate Governance and Sustainability Committee; - a Sustainability Steering Committee was established, consisting of a number of people who report directly to the Chief Executive Officer, with the responsibility for defining the sustainability strategy at Group level; - activities were suspended in 2020 due to the Covid-19 pandemic. At the same time, the important effort made during the Financial Year to ensure maximum safety and protection of employees and business continuity and sustainability in a year characterised by unprecedented uncertainty and critical issues was highlighted; - sustainability will be a cornerstone of many of the choices and decisions that the Board of Directors will be called upon to make in the months and years to come. The Company, also via the Remuneration and Appointments Committee, will work during 2021 together with the new Chief Executive Officer, Massimo Garavaglia, in order to integrate sustainability in the company's remuneration policy.'

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CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters	Related considerations of the Company's BoD
Sustainable success	Principle I	Dec. 2021	'It is recommended that companies provide adequate and concise information in the corporate governance report on the methods adopted for the [...] pursuit [of sustainable success]' (Rec. no. 1 for 2022)	BoD 10 March 2022
(Corporate Governance Report 2022 related to 2021, page 55)

'Recommendation no. 1 refers to providing adequate and concise information in the 'Report on Corporate Governance and Shareholding Structure' on the methods adopted in order to pursue the objective of Sustainable Success and on the approach adopted in promoting dialogue with significant stakeholders (providing concise information on the policy of dialogue with shareholders as a group, without prejudice to the possibility of publishing it in full, or at least its key elements, on the company website). The Board of Directors has acknowledged this recommendation and has provided the information requested on the pursuit of the Sustainable Success objective in section 1 of this Report, to which reference is made.'^{19} |
| Sustainable success | Recommendation 1 | Dec. 2023 | 'The Committee invites companies to provide adequate disclosure on the involvement of the board of directors in the review and approval of the business plan and in the analysis of material issues for long-term value generation.' (Rec. no. 1 for 2024) | BoD 12 March 2024
(Corporate Governance Report 2024 related to 2023, page 68)

'On this point, during the Board meeting held on 12 March 2024, the Board noted that such information was provided by De' Longhi S.p.A. in the specific sections of the CG Report referred to FY 2022 and published last year, as well as in this Report, in the part describing the review and approval of the business plan and the material issues for the generation of long-term value (see, in particular, the information provided in this regard in Sections 4.1 and 9.2, as well as, more generally, in Section 1.4).'^{20} |
| Incr. voting rights | Recommendation 2 | Dec. 2023 | 'The Committee invites companies to make adequate disclosure, in the proposals of the board of directors to the annual general meeting of shareholders on the introduction of increased voting rights, of the purposes of the choice and the expected effects on the shareholding and control structure and future strategies, and to provide adequate reasons for any failure to disclose such elements.' (Rec. no. 4 for 2024) | BoD 12 March 2024
(Corporate Governance Report 2024 related to 2023, page 69)

'After highlighting that De' Longhi had already introduced the increased voting rights in its Articles of Association in 2017, firstly the Board observed that this Recommendation does not apply to the Company, noting that, in any case, in the directors' report on the proposed amendment to the Articles of Association submitted by the directors to the Annual General Meeting held on 11 April 2017 (...) all the information recommended by the Corporate Governance Committee had been provided.' |

19 On this point, in page 6 et seq. of the Company's Corporate Governance Report 2022 it is stated that: 'Financial Year 2021 marked the beginning of a new chapter in the Group's sustainability path with the pursuit of Sustainable Success. This is how the De' Longhi Group has reshaped its governance of sustainability, and it now consists of: (i) Control and Risks, Corporate Governance and Sustainability Committee - the Board committee with proposal-making and advisory functions and the task of supporting the decisions of the Board of Directors on these issues with appropriate fact-finding; (ii) Sustainability Steering Committee - composed of managers belonging to different departments, with responsibility for defining the proposed strategy, as well as the related sustainability plan; (iii) Focus Groups - a Team Leader has been identified for each of the Group's sustainability pillars (People, Products and Processes) with responsibility for supervising/implementing the projects included in the plan and corresponding to his/her area of competence; (iv) the Group's Sustainability Manager - appointed in 2021.'

20 See the Company's Corporate Governance Report 2024 on page 18 et seq. in relation to section 4.1 and page 48 et seq. in relation to section 9.2 and pages 7 and 8 in relation to section 1.4.

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CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters
Shareholder dialogue policy	Recommendation 3	Dec. 2021	'[...] It is recommended that concise information be provided on the policy of dialogue with shareholders as a group, without prejudice to the possibility of publishing it in full, or at least its key elements, on the company website.'
(Rec. No. 1 for 2022)	BoD 10 March 2022
(Corporate Governance Report 2022 related to 2021, page 55)

'[...] The Company approved its 'Policy for managing dialogue with shareholders as a group' on 12 May 2021 [...] described in section 12. On this point, reference should be made to section 12 of this Report.' |
| | | Jan. 2023 | 'The Committee invites companies to adopt a policy of dialogue with shareholders that also envisages the possibility of this dialogue being initiated by investors, defining methods and procedures that are graduated, based on the principle of proportionality, according to the company's characteristics in terms of size and ownership structure.

The Committee invites companies to consider providing information, in their corporate governance report, on the most important issues that have been the subject of dialogue with shareholders and on any initiatives they have adopted to take account of the indications that emerged.'
(Rec. no. 1 for 2023) | BoD 13 March 2023
(Corporate Governance Report 2023 related to 2022, page 60)

'[...] the Board highlights that the Company approved its 'Policy for managing dialogue with shareholders as a group' on 12 May 2021 (available on the Company's website www.delonghigroup.com, section 'Governance' – 'Company Documents'), described in Section 12 of this Report, to which reference is made. This Policy also envisages the possibility of dialogue with shareholders being initiated by investors. Nevertheless, the Board of Directors will review the Policy during FY 2023, also in light of this recommendation, in order to assess the introduction of any updates.
With reference to the most important issues that have been the subject of dialogue with shareholders and any initiatives adopted to take account of the indications that emerged, reference is made to section 12 of this Report.' |
| Chairman with significant powers | Recommendation 4 | Jan. 2023 | 'The Committee invites companies in which the chairman is granted significant management powers to provide, in the Corporate Governance Report, adequate reasons for this choice, even if the chairman is not designated as CEO.'
(Rec. no. 3 for 2023) | BoD 13 March 2023
(Corporate Governance Report 2023 related to 2022, page 60)

'On this point, the Board of Directors notes that, during the Financial Year, and until 22.12.22, the Chairman Giuseppe de' Longhi was granted significant management powers in the presence of a CEO with the same powers. Management powers had always been attributed until 22 December 2022 also to the Chairman, in addition to the Chief Executive Officer and Vice-Chairman, in view of the fact that Giuseppe de' Longhi is the founder of the De' Longhi Group and that his role was not limited to institutional and representative functions, but was fully operational and in this respect important for the best performance of the Company. As part of the changes to the Company's governance structure resolved by the Board of Directors on 22 December 2022, which led to the appointment as of 1 January 2023 of Nicola Serafin as General Manager reporting directly to the Vice-Chairman and Chief Executive Officer, Fabio de' Longhi, the Board of Directors re-assessed the Chairman's powers, providing for them to be exercised only in the event that the Vice-Chairman and Chief Executive Officer is absent or unavailable. These powers were attributed to the Chairman in order to ensure the best possible operational management of the Company.
It should also be noted that, following the aforementioned changes to the Chairman's powers, on 22 December 2022 the Board of Directors nevertheless deemed it appropriate to retain the figure of Lead Independent Director (see section 4.7 of this Report), thus continuing with the adherence to Recommendation no. 13 of the CG Code.' |

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CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters	Related considerations of the Company's BoD
Chairman with significant powers	Recommendation 4	Dec. 2024	'[The Committee] invites companies to provide all relevant information on how Recommendation 4 should be applied, taking into account that the lack of an adequately reasoned explanation of the decision to grant the Chairman significant management powers (whether CEO or not) may result in the non-application of Recommendation 4 of the Code. In the event of actual non-application, companies are therefore asked to state this clearly in the corporate governance report, explaining: the reasons, how the decision not to apply the Recommendation was made within the company and how the company intends to ensure compliance with Principles V and X of the Code.' (Rec. no. 3 for 2025)	BoD 14 March 2025
(Corporate Governance Report 2025 related to 2024, pages 90-91)

'First and foremost, the Board of Directors noted that until 22 December 2022 the Chairman, Giuseppe de' Longhi, had been attributed significant management powers in the presence of a Chief Executive Officer with the same powers; this attribution was also given to the Chairman, in addition to the CEO and Vice-Chairman, in consideration of the fact that Giuseppe de' Longhi is the founder of the De' Longhi Group and that his role was not limited to institutional and representative functions, but was fully operational and in this respect important for the best performance of the Company.
As part of the changes to the Company's governance structure resolved by the BoD on 22 December 2022, which led to the appointment as of 1 January 2023 of Nicola Serafin as General Manager reporting directly to the Vice-Chairman and Chief Executive Officer, Fabio de' Longhi, the Board of Directors re-assessed the Chairman's powers, providing for them to be exercised only in the event that the Vice-Chairman and Chief Executive Officer is absent or unavailable.
These powers were attributed to the Chairman in order to ensure the best possible operational management of the Company.
The Board also pointed out that even following the aforementioned changes to the Chairman's powers, on 22 December 2022 the Board of Directors nevertheless deemed it appropriate to retain the figure of lead independent director, thus continuing with the adherence to Recommendation no. 13 of the CG Code.' |
| Independence of directors | Recommendation 7 | Dec. 2020 | 'On the subject of the application of independence criteria, the Committee invites the boards of directors to:
- always justify, on an individual basis, the possible non-application of one or more independence criteria;
- define ex ante quantitative and/or qualitative criteria to be used to assess the significance of the relationships under review.' (Rec. no. 3 for 2021) | BoD 11 March 2021
(Corporate Governance Report 2021 related to 2020, page 62)

'With reference to Recommendation no. 3 on the application of independence criteria, it was noted that:
• in relation to FY 2020, there were no cases where the independence criteria for the Company's Directors and Statutory Auditors was not applied;
• the Company, with the support of the Remuneration and Appointments Committee, will assess in 2021 the ex-ante definition of the quantitative and/or qualitative criteria to be used to assess the significance of the relationships under review, also with a view to the renewal of the corporate bodies that will take place in 2022.' |

103

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters
Independence of directors	Recommendation 7	Dec. 2021	'It is recommended that the corporate governance report provide the criteria used to assess the significance of professional, commercial or financial relationships and additional remuneration, including with reference to the Chairman of the board of directors, if the latter has been assessed as independent within the meaning of the Code.'
(Rec. no. 3 for 2022)	BoD 10 March 2022
(Corporate Governance Report 2022 related to 2021, page 55)
'The Board of Directors has acknowledged this recommendation and has provided the information requested in section 4.7 of this Report, to which reference is made.'^{21}
Jan. 2023	'The Committee stresses the importance of defining in advance the quantitative parameters and qualitative criteria for assessing the significance of any commercial, financial or professional relationships and any additional remuneration for the purposes of the independence of a director and disclosing them in the corporate governance code. The Committee invites companies to assess the appropriateness of quantitative parameters, also defined in monetary terms or as a percentage of the remuneration attributed for the office and for participation in committees recommended by the Code.'
(Rec. no. 7 for 2023)	BoD 13 March 2023
(Corporate Governance Report 2023 related to 2022, page 61)
'With Recommendation no. 7 the Committee 'stresses the importance of defining in advance the quantitative parameters and qualitative criteria for assessing the significance of any commercial, financial or professional relationships and any additional remuneration for the purposes of the independence of a director and disclosing them in the corporate governance code.
The Committee invites companies to assess the appropriateness of quantitative parameters, also defined in monetary terms or as a percentage of the remuneration attributed for the office and for participation in committees recommended by the Code.'
On this point, the Board notes that the Company adopted these Significance Criteria at the board meeting held on 27 January 2022, noting that they were defined in accordance with the recommendations of the Corporate Governance Committee (for the description of said Significance Criteria see section 4.7 of this Report).'
Equality treatment and opportunities	Recommendation 8	Dec. 2021	'The Committee, while noting an increasing focus on these issues [promoting equal treatment and opportunities between genders throughout the company organisation, monitoring their implementation] invites companies to provide adequate information in the corporate governance report on the concrete identification and implementation of such measures.'
(Rec. no. 6 for 2022)	BoD 10 March 2022
(Corporate Governance Report 2022 related to 2021, page 56)
'Recommendation no. 6 emphasises the importance of adopting all measures to promote equal treatment and equal opportunities between genders throughout the company organisation, monitoring their implementation and ensuring adequate information in the Corporate Governance Report concerning the concrete identification and implementation of such measures.
As regards the measures adopted by the Company to promote equal treatment and equal opportunities between genders within the company organisation, the Board of Directors found that, in compliance with the principles laid down by the Group's Code of Ethical Conduct (available on the website www.delonghigroup, section 'Governance' - 'Company Documents'), personnel management conducted by the management of the Company and of the companies it controls is inspired by principles of legality, loyalty and transparency, social equity and valuing the individual, diligence and professionalism, loyalty, fairness and mutual trust, avoiding any discrimination and offering equal opportunities in work and in professional advancement. On this point, reference is made to section 4.3 of this Report.'^{22}
Information provided before board meetings	Recommendation 11	Dec. 2020	'On the subject of information to be provided before board meetings, the committee invites the boards of directors to:
- explicitly determine the deadlines deemed appropriate for sending the documentation;
- provide a clear indication of the deadlines identified and actual compliance with them in the corporate governance report;
- not envisage exceptions to such deadlines for mere reasons of confidentiality.'
(Rec. no. 2 for 2021)	BoD 11 March 2021
(Corporate Governance Report 2021 related to 2020, page 62)
'With regard to Recommendation no. 2 on providing information before the board meeting, it was noted that:
• the Board of Directors decided the reasonable notice for sending the documentation to the directors as being at least 2 days before the meeting (except in emergencies);
• the term set by the Board was met in the meetings held during the Financial Year, as shown during the self assessment;
• the Company has not established that the above time limit of 2 days prior to the meeting (except in cases of urgency) may be waived for mere reasons of confidentiality.'

21 See the Company's Corporate Governance Report 2022 on pages 28 and 29.

22 See the Company's Corporate Governance Report 2022 on page 18 et seq.

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CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters	Related considerations of the Company's BoD
Information provided before board meetings	Recommendation 11	Dec. 2021	'The Committee invites the boards of directors to prepare the rules for the board and committees, paying particular attention to the explicit definition of the deadlines deemed appropriate for the submission of documents and to the exclusion of generic confidentiality requirements as possible exemptions to compliance with such deadlines. When drafting the corporate governance report, the companies should also dedicate adequate explanation to actual compliance with the previously defined deadline for prior notice and, where in exceptional cases it was not possible to observe this deadline, explain the reasons for this and illustrate how appropriate information was provided to the board.' (Rec. no. 4 for 2022)	BoD 10 March 2022
(Corporate Governance Report 2022 related to 2021, page 55 et seq.)
'In this regard, the Board of Directors would like to note that the Rules for the Board of Directors and for each of the Board Committees were approved on 30 June 2021. These documents define the rules of each body's functioning, including the methods for minuting the meetings and the procedures for managing information to directors.
As regards the term considered appropriate for sending board documents, it was also found that:
• the Board of Directors had decided at the time the reasonable notice for sending the documentation to the directors as being at least 2 days before the meeting (except in emergencies);
• on 30 June 2021, the Board decided to extend the term to 2 'business' days before the meeting (except in emergencies);
• the term set by the Board was met in the meetings held during the Financial Year, as shown during the self assessment;
• the Company has not established that the above time limit of 2 business days prior to the meeting (except in cases of urgency) may be waived for mere reasons of confidentiality.'
		Jan. 2023	'The Committee invites the boards of directors to provide procedures for managing information disclosure before board meetings that do not envisage generic exemptions to the timely disclosure for reasons of confidentiality of data and information and to provide, in the corporate governance report, detailed information on any failure to observe the notice period indicated in the procedures for sending board documentation, explaining the reasons and illustrating how adequate in-depth analyses were ensured during board meetings.' (Rec. no. 4 for 2023)	BoD 13 March 2023
(Corporate Governance Report 2023 related to 2022, page 60 et seq.)
'In this regard, the Board of Directors would like to note that the Rules governing the functioning of the Board of Directors, including the procedures for managing information disclosure to the directors, were approved on 30 June 2021.
As regards the term considered appropriate for sending documents before board meetings, it was also found that:
• the Board of Directors decided the reasonable notice for sending the documentation to the directors as being at least 2 business days before the meeting (except in emergencies);
• the term set by the Board was essentially met in the meetings held during the Financial Year;
• the current Rules of the Board of Directors do not establish that the above time limit of 2 business days prior to the meeting (except in cases of urgency) may be waived for reasons of confidentiality of data and information.'

105

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters	Related considerations of the Company's BoD
Information provided before board meetings	Recommendation 11	Dec. 2023	'The Committee, while acknowledging the improvements that have taken place, invites companies to provide adequate justification in the corporate governance report in the case of exceptions to the timeliness of pre-board meeting disclosures for reasons of confidentiality, which may be provided for in board rules and/or adopted in practice.' (Rec. no. 2 for 2024)	BoD 12 March 2024
(Corporate Governance Report 2024 related to 2023, page 68 et seq.)
'Recommendation No. 2 'invites companies to provide adequate justification in the corporate governance report in the case of exceptions to the timeliness of pre-board meeting disclosures for reasons of confidentiality, which may be provided for in board rules and/or adopted in practice.'
In this regard, the Board of Directors noted that, on 30 June 2021, it approved the Rules which, in defining the rules governing the functioning of the Board, regulate the procedures for managing information disclosure to the directors, providing that the pre-board meeting information must be sent at least 2 business days prior to the meeting itself (except in cases of urgency), without allowing any exceptions to providing data and information within this deadline for reasons of confidentiality. Supported in its assessment by the results of the checks carried out by the Remuneration and Appointments Committee and the Control and Risks Committee, the Board also noted that
• the term set by the Board was substantially met in the Board meetings held during the Financial Year and there were no exceptions due to reasons of confidentiality;
• the term set by both the rules of the aforementioned Board committees for making available the documentation relating to each meeting of each committee - set for the Remuneration and Appointments Committee 'at least 2 business days prior to the meeting (except in cases of necessity and urgency in which the documentation must in any case be forwarded at least 24 hours prior to the meeting)', and for the Control and Risks Committee 'at least 2 business days prior to the meeting, (except in cases of necessity and urgency in which the documentation must in any case be forwarded at least 24 hours prior to the meeting)', was substantially observed for the meetings held during the Financial Year, and there were no exceptions for reasons of confidentiality for these meetings either.'
Information provided before board meetings	Recommendation 11	Dec. 2024	'Companies are invited to provide all relevant information on how Recommendation 11 should be applied, taking into account that any failure to set deadlines for sending the information in advance to the board and to the committees and/or any failure to provide information on actual compliance with the deadlines and/or the provision, in the rules of the board or adopted in practice, of the possibility to derogate from timely provision of the information for reasons of confidentiality may result in the non-application of Recommendation 11 of the Code. In the event of actual non-application, companies are therefore asked to state this clearly in the corporate governance report, explaining: the reasons for non-application, how the decision not to apply the Recommendation was made within the company and how the company intends to ensure compliance with Principle IX of the Code.' (Rec. no. 1 for 2025)	BoD 14 March 2025
(Corporate Governance Report 2025 related to 2024, page 90)
'On this point, the Board of Directors recalled that the Board itself approved its own Rules and those of the individual committees established within it, which define the relevant rules of operation, including the procedures for managing information flows to the directors. As regards the deadline considered appropriate for sending information in advance to the Board and to the Committees, the Board noted that: (i) the Board of Directors has determined that at least 2 business days before the Board meeting is sufficient notice for sending documentation to the directors (except in exceptional cases where documentation 'shall be made available as promptly as possible so as to enable the Directors to participate in the meeting in an informed manner'). The same deadline is laid down in the rules of the Board Committees (except in cases of need or urgency, in which case the documentation 'must in any case be forwarded at least 24 hours prior to the meeting'); (ii) the current Rules of the Board of Directors, as well as those of the Committees, do not envisage that the aforementioned deadline of 2 business days prior to the meeting can be waived for reasons of confidentiality of data and information; (iii) for all the meetings of the Board and of the Committees held during FV 2024, the deadline set was substantially met and there were no exceptions due to reasons of confidentiality; (iv) in the Corporate Governance Report published last year, information was provided on the audit carried out with a positive result concerning the substantial compliance with this deadline for meetings of both the Board and the committees.'

106

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters	Related considerations of the Company's BoD
Management participation	Recommendation 12	Jan. 2023	'The Committee invites companies to define, in the rules adopted for the functioning of the board of directors and the board committees, the methods with which these bodies can access the competent corporate functions depending on the subject matter, under the coordination of the chairman of the board of directors or committee, in agreement with or informing the CEO respectively. The Committee also invites companies to provide, in the corporate governance report, information on the actual participation of managers in board and committee meetings, indicating the functions involved and the frequency of involvement.' (Rec. no. 5 for 2023)	BoD 13 March 2023 (Corporate Governance Report 2023 related to 2022, page 61) 'On this point, it should be noted that the rules for the board committees approved by the Board of Directors envisage the possibility that these committees, in performing their functions, have access to the information and company departments necessary for the execution of their duties. During 2023, it will be considered whether a similar provision should also be included in the Rules of the Board of Directors and, if necessary, whether this should be re-assessed for the rules of the Committees, also taking into account the appointment of the General Manager, Nicola Serafin, and the strengthening role he will play in the relationship between the Group's management and the Board of Directors, including the Board Committees. With regard to managers' participation in the meetings of the Board of Directors and the Board Committees, reference is made to sections 4.4 and 9.2 of this Report, as regards the Board of Directors and the Control and Risks Committee respectively, and to subsection 2.2 of Section I of the Report on Remuneration [...].'23
Appointments committee	Recommendation 16	Dec. 2020	'On the subject of the appointment and succession of directors, the Committee invites the boards of directors to [...] report, in a timely manner, on the activities carried out by the appointments committee in the event it is merged with the remuneration committee or its functions are attributed to the full board.' (Rec. no. 5 for 2021)	BoD 11 March 2021 (Corporate Governance Report 2021 related to 2020, page 62) With reference to Recommendation no. 5 on the issue of the appointment and succession of directors, it was noted that: the functions envisaged by the 2018 Corporate Governance Code for the appointments committee have been attributed by the Board of Directors to the Remuneration and Appointments Committee, thus unifying them with those envisaged for the remuneration committee, and the Company has always regularly reported on the activities carried out by the Committee in relation to both functions; [...] .
Self assessment	Recommendation 21	Dec. 2020	'On the subject of the review of the board of directors, the Committee invites the boards of directors to: - assess the contribution of the board to the definition of strategic plans; - oversee the board review process.' (Rec. no. 4 for 2021)	BoD 11 March 2021 (Corporate Governance Report 2021 related to 2020, page 62) 'With regard to Recommendation no. 4 on the self assessment of the board of directors, it was noted that: a specific question concerning the contribution of the Board of Directors to the definition of strategic plans was included in the Self Assessment Questionnaire for FY 2020; supervision of the board review process was entrusted to the Remuneration and Appointments Committee, as specified in section 4.3 of this Report.'24
Succession plan	Recommendation 24	Dec. 2020	'On the subject of the appointment and succession of directors, the Committee invites the boards of directors to [...] provide, at least for large companies, a succession plan for executive directors that identifies at least the procedures to be followed in the event of early termination of office.' (Rec. no. 5 for 2021)	BoD 11 March 2021 (Corporate Governance Report 2021 related to 2020, page 62) 'With reference to Recommendation no. 5 on the issue of the appointment and succession of directors, it was noted that [...] during the year, the Board of Directors, also through the Remuneration and Appointments Committee, will assess the opportunity to provide a succession plan for executive directors that identifies at least the procedures to be followed in the event of early termination of office, and will ascertain the existence of adequate procedures for the succession of Top Management.'

23 See the Company's Corporate Governance Report 2023 on page 25 et seq. in relation to section 4.4 and page 42 et seq. in relation to section 9.2 and the 2023 Remuneration Report on page 16 et seq.

24 See the Company's Corporate Governance Report 2021 on page 26 et seq.

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters	Related considerations of the Company's BoD
Guidelines for the composition of the board of directors	Recommendation 23	Dec. 2020	'On the subject of the appointment and succession of directors, the Committee invites the boards of directors to [...] ensure the completeness and timeliness of proposals for resolutions relating to the process of appointing corporate bodies and express, at least for companies with non-concentrated ownership, guidelines on its optimal composition.' (Rec. no. 5 for 2021)	BoD 11 March 2021
(Corporate Governance Report 2021 related to 2020, page 62)

'With reference to Recommendation no. 5 on the issue of the appointment and succession of directors, it was noted that [...] the Company has always paid particular attention to the issue of ensuring the completeness and timeliness of proposals for resolutions relating to the process of appointing corporate bodies. In this regard, it should be noted that a specific question on the optimal composition of the board of directors has always been included in the annual self-assessment questionnaire; [...]'. |
| Guidelines for the composition of the board of directors | Recommendation 23 | Dec. 2021 | 'Companies with non-concentrated ownership are invited to adequately consider the recommendations addressed to them concerning the renewal of the board of directors. | BoD 10 March 2022
(Corporate Governance Report 2022 related to 2021, page 56)

'In this regard, the Board of Directors has found that this recommendation does not apply to the Company, since it qualifies as a company with concentrated ownership for the purposes of application of the CG Code.' |
| | | | [...] In particular, the boards of directors of 'non-concentrated' companies are invited to require those who submit a slate with a number of candidates exceeding half of the members to be elected, to provide adequate information (in the documents submitted for the filing of the slate) on the slate's compliance with the guidance given by the outgoing board of directors and to indicate their own candidate for the office of Chairman.' (Rec. no. 5 for 2022) | |
| | | Jan. 2023 | 'The Committee stresses the importance for the board of directors, at least in companies other than those with concentrated ownership, to express, in view of its renewal, an opinion on the optimal composition of the board, and invites companies to publish this opinion sufficiently in advance so that those submitting slates of candidates are able to take it into account for the purposes of slate composition.' (Rec. no. 6 for 2023) | BoD 13 March 2023
(Corporate Governance Report 2023 related to 2022, page 61)

'On this point, the Board noted that this recommendation does not apply to the Company since it is controlled by De Longhi Industrial S.A. (see section 2(c)) and therefore qualifies, under the CG Code, as a company with concentrated ownership. It was also noted that, in view of its renewal resolved upon by the Annual General Meeting on 20 April 2020, the outgoing Board nevertheless provided shareholders, in the Directors' Report pursuant to Article 125-ter of the CLF, with its recommendations on the profiles of candidates to be included in the slates and other characteristics of the candidates, in line with the diversity policy adopted in relation to the composition of the board of directors (for a description of which see section 4.3 of this Report).'8 |
| Guidelines for the composition of the board of directors | Recommendation 23 | Dec. 2023 | 'The Committee, while acknowledging the improvements that have taken place, invites companies to clearly state and give adequate reasons in the corporate governance report for not expressing, on the occasion of the renewal of the board of directors, an opinion on its quantitative or qualitative composition and/or for not asking those submitting a 'long' slate to provide adequate information on whether the slate corresponds to said opinion. The Committee also invites companies to indicate how the timing of the publication of the opinion was deemed appropriate to allow for proper consideration by those submitting slates of candidates.' (Rec. no. 3 for 2024) | BoD 12 March 2024
(Corporate Governance Report 2024 related to 2023, page 69)

'On this point, the Board noted that recommendation 23 of the CG Code does not apply to the Company since it is controlled by De Longhi Industrial S.A. and therefore qualifies, under the CG Code, as a 'company with concentrated ownership'. It was also noted that, in view of its renewal resolved upon by the Annual General Meeting on 20 April 2022, the outgoing Board nevertheless provided shareholders, in the Directors' Report pursuant to Article 125-ter of the CLF, with its recommendations on the profiles of candidates to be included in the slates and other characteristics of the candidates, in line with the diversity policy adopted in relation to the composition of the board of directors.' |

25 See the Company's Corporate Governance Report 2023 on page 19 et seq.

108

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters	Related considerations of the Company's BoD
Remuneration	Recommendation 27	Dec. 2020	'On the subject of remuneration policies, the committee invites the boards of directors to: - provide clear indications on identifying the weight of the variable component, distinguishing between components linked to annual and multi-year time horizons; - strengthen the connection between variable remuneration and long-term performance objectives, including, where relevant, non-financial parameters; - limit to exceptional cases, with appropriate explanation, the possibility of paying amounts not linked to pre-determined parameters (e.g. ad hoc bonuses); - define criteria and procedures for the assignment of the severance payment; - verify that the amount of remuneration paid to non-executive directors and members of the control body is appropriate to the competence, professionalism and commitment required by their office.' (Rec. no. 6 for 2021)	BoD 11 March 2021
(Corporate Governance Report 2021 related to 2020, page 63)
'With reference to Recommendation no. 6 on the issue of remuneration policies: - in its remuneration policy for FY 2020, the Company has already made the weight of the variable component of the overall package explicit, distinguishing between components linked to annual and multi-year time horizons; - with reference to linking variable remuneration to long-term performance objectives, it should be noted that the Company has an LTI Cash plan in place as well as 2 Stock Options plans (the most recent of which - 'Stock Options Plan 2020-2027' - is in the vesting period). In addition, it should be noted that some non-financial parameters are already included in the MBOs of the Chief Executive Officer and Key Managers with Strategic Responsibilities. The Company is currently examining whether and how this approach could be further strengthened; - there are no cases of variable remuneration being paid to Directors that are not linked to predefined performance parameters; - the contents of the pay package for the new Chief Executive Officer and General Manager, Massimo Garavaglia, have been fully disclosed in the remuneration policy related to FY 2020, including the criteria and procedures for awarding a severance payment at the end of office. As regards the other executive directors, there are currently no severance payments other than those provided for in the applicable national collective bargaining agreements; - the Company has verified during 2020 and 2021 that the amount of remuneration paid to non-executive directors and members of the control body is appropriate to the competence, professionalism and commitment required by their office. It should be noted that, following the audits carried out in early 2020, the Board of Directors meeting of 12 March 2020 resolved to increase the compensation for participation in each Committee meeting as follows: i) for the Chairman of each Committee an increase in the attendance fee from €1,500 to €2,500 and ii) for the member of each Committee an increase in the attendance fee from €1,000 to €2,000. The evaluations carried out at the beginning of 2021 also show that, particularly in view of the renewal of both corporate bodies in 2022, further investigations in this regard need to be carried out, if necessary also using market benchmarks.'
Remuneration	Recommendation 27	Dec. 2021	'With respect to remuneration policies, the Committee, in addition to reiterating the advisability of improving the policies in the definition of clear and measurable rules for the payment of the variable component and any severance payments, recommends adequately considering the coherence of the parameters identified for variable remuneration with the strategic objectives of the business and the pursuit of sustainable success, assessing - where appropriate - the provision of non-financial parameters. With particular reference to the remuneration parameters linked to the achievement of environmental and social targets, the Committee recommends that companies ensure that such parameters are predetermined and measurable.' (Rec. no. 7 for 2022)	BoD 10 March 2022
(Corporate Governance Report 2022 related to 2021, page 56)
'On this point, the Board of Directors noted that in 2021 the Group used financial KPIs (in particular, EBITDA, Revenues, Operating Cash Flow) and non-financial KPIs (represented by Customer Focus and Satisfaction KPIs, Market Share, People Care and Development Projects) for the performance targets related to the accrual and payment of the annual variable remuneration of executive directors and key managers with strategic responsibilities. In particular, the non-financial KPIs included clear, predetermined and measurable quantitative parameters, such as the 'Service Level' and the 'Forecast Quality' in relation to the value of the Group's Revenues, the increase in GFK shares compared to the previous year, the number and quality of execution of People projects to be developed during the year). The KPIs envisaged for the accrual of the annual MBO, together with those envisaged for the accrual of the medium-term incentive schemes, as a whole are measurable and consistent with the company's strategy and the objective of Sustainable Success. This recommendation has been considered by the Remuneration and Appointments Committee and by the Board of Directors in the definition of the 2022 Remuneration Policy contained in Section I of the 'Annual Report on the remuneration policy and compensation paid' [...] to which reference is made.'

109

26 See the Company's 2023 Remuneration Report on pages 28 and 29.

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters
Remuneration	Recommendation 27	Jan. 2023	'The Committee invites companies to include in the remuneration policy of the CEO and the other executive directors an executive summary, in table form, showing the composition of the pay package, specifying the characteristics and weighting of the fixed, short-term variable and long-term variable components with respect to the total remuneration, at least with reference to the achievement of the target objective of the variable components.'
(Rec. no. 8 for 2023)	BoD 13 March 2023
(Corporate Governance Report 2023 related to 2022, page 61)

'On this point, the Board of Directors highlights that the Remuneration Policy drafted for FY 2023 contains, in continuity with the 2022 Remuneration Policy, a table of the pay mix, i.e. the pay package of the executive directors and key managers with strategic responsibilities that highlights the weight of the different components in relation to total remuneration, with reference not only to the target objectives but also to the weights at the maximum entry points and stretch targets.' |
| | | | 'The Committee invites companies to include in their remuneration policies a variable component with a multi-year horizon, consistent with the company's strategic goals and the pursuit of sustainable success.'
(Rec. no. 9 for 2023) | 'On this point, the Board of Directors notes that the Group already has two long-term incentive plans for executive directors and key managers with strategic responsibilities, one cash incentive plan linked to the achievement of business objective and one equity incentive plan that rewards the appreciation of the De' Longhi share value, called the LTI Cash Plan 2021-2023 and Stock Options Plan 2020-2027 respectively. For a description of these plans see section 3.6 of the 2023 Report on Remuneration [...].'

'The Board of Directors highlights how the objectives set for the variable remuneration of the Chief Executive Officer, General Manager and other Key Managers with Strategic Responsibilities by the 2023 Remuneration Policy include ESG objectives, detailing – unlike the 2022 Remuneration Policy – specific KPIs.' |
| | | | 'The Committee invites companies with incentive mechanisms for the CEO and other executive directors linked to sustainability objectives to provide a clear indication of the specific performance objectives to be achieved.'
(Rec. no. 10 for 2023) | |
| Remuneration | Recommendation 27 | Dec. 2024 | 'Companies are invited to provide all relevant information on how Recommendation 27 should be applied, taking into account that the provision, in the remuneration policy, of variable components linked to generic sustainability objectives for which specific assessment parameters are not provided and/or of one-off extraordinary payments whose nature and objectives are not identified and adequate decision-making procedures are not defined may result in the non-application of Recommendation 27 of the Code. In the event of actual non-application, companies are therefore asked to state this expressly in the corporate governance report, explaining: the reasons, how the decision not to apply the Recommendation was made within the company and how the company intends to ensure compliance with Principle XV of the Code.'
(Rec. no. 2 for 2025) | BoD 14 March 2025
(Corporate Governance Report 2025 related to 2024, page 90)

'On this point, the Board of Directors noted, with regard to the two elements of the remuneration policy covered by the second recommendation 2025 (namely, ESG performance targets and one-off extraordinary bonuses), that the Remuneration Policy of De' Longhi S.p.A. for 2024 (prepared by the Board of Directors upon the proposal of the Remuneration and Appointments Committee and approved by the Annual General Meeting of Shareholders of 19 April 2024) envisages:
(i) with reference to the ESG performance objectives. As part of the MBO of the Chief Executive Officer, the General Manager and Key Managers with Strategic Responsibilities, ESG performance objectives that are well defined and measurable;
(ii) with reference to one-off extraordinary bonuses. For the Chief Executive Officer, the General Manager and the Key Managers with Strategic Responsibilities, the option of recognising, at the time of appointment/hiring, a one-off monetary bonus (so-called 'entry bonus'), which is intended as an 'attraction' but not incentive remuneration, part of the employee's recurrent pay package. Since the remuneration policy 2024, the option of recognising a one-off performance-related bonus to Key Managers with Strategic Responsibilities was eliminated.
Also with reference to the ESG performance objectives, following the approval of the 2024-2026 Performance Share Plan by the Annual General Meeting of 19 April 2024, at the meeting held on 10 May 2024, the Board of Directors approved the ESG Performance Objectives relating to the Plan itself and in line with Recommendation no. 27, point c) of the CG Code, these objectives are also all predetermined and measurable.
Lastly and in general, for all the above ESG performance objectives, the criterion for assessing the degree of achievement is transparent and objective.' |

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Macro Topic	CG Code Ref.	Date Letter	Text of recommendation contained in the Letters
Remuneration	Recommendation 27	Dec. 2025	'The Committee therefore invites listed companies to examine their remuneration policies that will be submitted to a vote at the shareholders' meeting starting from 2026 in order to:
- verify the existence of provisions about possible extraordinary payouts and/or possible severance payments for executive directors;
- assess the adequacy of these provisions with respect to the principle of measurability recommended by the Code and, in the event of a negative assessment, supplement these provisions with maximum limits and clear reference parameters;
- in carrying out this analysis, take into account any explicit requests made on these issues by relevant investors at the shareholders' meeting vote on policies and/or during dialogue outside of the shareholders' meeting.
The Committee invites the board of directors to report on this assessment and on any steps taken to amend the remuneration policy in the next corporate governance report.'
(Rec. no. 1 for 2026)	BoD 13 March 2026
(see this Corporate Governance Report 2026 relating to 2025)

'On this point, the Board of Directors noted that – with the support of the Remuneration and Appointments Committee – it had reviewed the 2025 Remuneration Policy, particularly with regard to the projections relating to special payments and benefits associated with the termination of office. The analysis confirmed that:
• with regard to special payments, the Policy does not provide for 'ordinary' discretionary mechanisms for executive directors; any awards may be granted solely by way of exception in the event of Exceptional Circumstances, with predetermined limits (one-off bonus not exceeding the value of the annual MBO) and in accordance with a defined decision-making process (reasoned resolution by the Board, involvement of the Remuneration and Appointments Committee and application of the Related Parties Procedure);
• there is no provision for predetermined severance payments in the event of the termination of office for the Chairman/Chief Executive Officer and the Vice-Chairman (also with regard to, if one exists, the employment relationship as executive of the Company), nor for non-executive directors.
In drawing up the 2026 Remuneration Policy, which will be submitted to the Annual General Meeting of 23 April 2026, the Board of Directors confirmed that it would continue to pursue an approach that is consistent with the principles of the 2025 Policy and in line with the recommendations of the Corporate Governance Committee, taking into account any requests from investors and highlighting in the Corporate Governance Report the results of the reviews carried out and, where appropriate, the initiatives adopted.' |

111

ANNEX 2 – Overview of the essential information contained in the Report regarding adherence to the principles and recommendations of the Corporate Governance Code

Corporate Governance Code		Comply	Paragraph reference
	Article 1 – Role of the board of directors
Principle I	The board of directors guides the company by pursuing its sustainable success.	☑	4
Principle II	The board of directors defines the strategies of the company and the group it heads in line with Principle I and monitors its implementation.	☑	4
Principle III	The board of directors defines the corporate governance system that is most suitable for carrying out the company's business and pursuing its strategies, taking into account the autonomy offered by the legal system. If necessary, the board evaluates and advances appropriate changes, submitting them, when appropriate, to the shareholders' meeting.	☑	4
Principle IV	The board of directors promotes, in the most appropriate forms, dialogue with shareholders and other stakeholders significant for the company.	☑	4
Recommendation 1	The board of directors:
a) examines and approves the business plan of the company and of the group it heads, also based on an analysis of the topics that are material for long-term value generation carried out with the possible support of a committee, whose composition and functions are defined by board of directors;
b) periodically monitors implementation of the business plan and assesses the general performance of the company, comparing the results achieved with those planned;
c) defines the nature and level of risk compatible with the company's strategic objectives, including its assessment of all the elements that may be significant for the company's sustainable success;
d) defines the company's corporate governance system and the structure of the group it heads and assesses the adequacy of the organisational, administrative and accounting structure of the company and of its strategically significant subsidiaries, particularly with regard to the internal control and risk management system;
e) resolves on transactions to be carried out by the company or its subsidiaries having a significant impact on the strategies, profitability, assets and liabilities or financial position of the company itself. To this end, it establishes general criteria for identifying significant transactions;
f) in order to ensure proper management of corporate information, adopts, upon the proposal of the chairman in agreement with the chief executive officer, a procedure for the internal management and external disclosure of documents and information concerning the company, particularly with regard to price sensitive information.	☑	4.1
Recommendation 2	If deemed necessary for defining a corporate governance system that is more in line with the company's needs, the board of directors draws up reasoned proposals to be submitted to the shareholders' meeting on the following subjects:
a) choice and characteristics of the corporate model (traditional, 'one-tier', 'two-tier');
b) size, composition and appointment of the board of directors and the duration of office of its members;
c) breakdown of the administrative and equity rights of shares;
d) percentages established for exercising the prerogatives to protect minority interests.	NA	13
	In particular, if the board of directors intends to propose to the shareholders' meeting the introduction of increased voting rights, it provides in the directors report to the shareholders' meeting adequate reasons regarding the purposes of the choice and indicates the effects expected on the company's ownership and control structure and on its future strategies, explaining the decision-making process followed and any contrary opinions expressed in the board.	NA
Recommendation 3	The board of directors, upon the proposal of the chairman, formulated in agreement with the chief executive officer, adopts – and describes in the corporate governance report – a policy for managing dialogue with shareholders in general, also taking into account the engagement policies adopted by institutional investors and asset managers.	☑	12

Corporate Governance Code		Comply	Paragraph reference
	The chairman ensures that the board of directors is in any case informed, by the first useful meeting, about the progress and significant content of the dialogue held with all shareholders.	☑	12
	Article 2 – Composition of the corporate bodies
Principle V	The board of directors is composed of executive directors and non-executive directors, all of whom have the professional skills and expertise appropriate to the tasks assigned to them.	☑	4.3
Principle VI	The number and responsibilities of the non-executive directors are such as to ensure that they have a significant influence on the adoption of board resolutions and to guarantee effective monitoring of management.	☑	4.3
	A significant component of the non-executive directors is independent.	☑	4.3
Principle VII	The company applies diversity criteria, including gender diversity, to the composition of the board of directors, in compliance with the priority objective of ensuring its members have adequate expertise and professional skills.	☑	4.3
Principle VIII	The composition of the control body is appropriate to ensure the independence and professionalism of its function.	☑	11
Recommendation 4	The board of directors defines the attribution of management powers and identifies who among the executive directors holds the position of chief executive officer.	☑	4.6
	In the event that the chairman is assigned the office of chief executive officer or is attributed significant management powers, the board of directors explains the reasons for this choice.	☑	4.6
Recommendation 5	The number of independent directors and their competencies are adequate for the needs of the business and the functioning of the board of directors, as well as for the establishment of the relevant committees.
The board of directors includes at least two independent directors, other than the chairman.
In large companies with concentrated ownership, the independent directors constitute at least one third of the board of directors.
In other large companies, the independent directors constitute at least one half of the board of directors.
In large companies, the independent directors meet without the other directors on a periodic basis and in any case at least once a year to assess the matters they deem interesting with regard to the functioning of the board of directors and corporate management.	☑	4.3
4.7
Recommendation 6	The board of directors assesses the independence of each non-executive director immediately after their appointment and during their term of office upon the occurrence of circumstances related to independence and in any case at least once a year.
For this purpose, each non-executive director provides all the elements necessary or useful for the assessment of the board of directors, which considers, based on all the information available, any circumstance that affects or could appear to affect the director’s independence.	☑	4.7

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Corporate Governance Code		Comply	Paragraph reference
Recommendation 7	The circumstances that could compromise, or appear to compromise, a director's independence include at least the following:
a) if the director is a significant shareholder in the company;
b) if the director is, or has been in the last three financial years, an executive director or an employee:
- of the company, of a subsidiary of the company having strategic importance or of a company subject to joint control;
- of a significant shareholder in the company;
c) if, directly or indirectly (for example through subsidiaries or companies of which he or she is an executive director, or as a partner in a professional or consulting firm), the director has, or has had in the previous three financial years, a significant commercial, financial or professional relationship:
- with the company or its subsidiaries, or with its executive directors or top management;
- with a party who, also together with others through a shareholders' agreement, controls the company; or, if the parent is a company or entity, with its executive directors or top management;	☑	4.7
	d) if the director receives, or has received in the previous three financial years, from the company, from one of its subsidiaries or from the parent company, significant additional remuneration on top of the fixed remuneration for the office and the remuneration provided for participation in the committees recommended by the Code or provided for by the regulations in force;
e) if the director has been a director of the company for more than nine financial years, including non-consecutive years, out of the last twelve financial years;
f) if the director serves as an executive director in another company in which an executive director of the company also serves as a director;
g) if the director is a partner or director of a company or entity belonging to the network of the company appointed to conduct the statutory audit of the company;
h) if the director is a close family member of a person who is in one of the situations referred to in the previous points.
The board of directors defines in advance, at least at the beginning of its term of office, the quantitative and qualitative criteria for assessing the significance referred to in points c) and d). In the case of a director who is also a partner in a professional firm or consulting company, the board of directors assesses the significance of the professional relationships that may have an effect on his or her position and role in the firm or consulting company or that otherwise relate to important transactions of the company or the group it heads, even independently of the quantitative parameters.
	The chairman of the board of directors, who has been put forward as a candidate for this role in accordance with Recommendation 23, may be assessed as independent if none of the above circumstances apply.
If the chairman assessed as independent participates in the committees recommended by the Code, the majority of the committee members consists of other independent directors. The chairman assessed as independent cannot chair the remuneration committee or the control and risks committee.
Recommendation 8	The company defines the diversity criteria for the composition of the management and control bodies and, taking into account its shareholding structure, identifies the most appropriate tool for implementing them.
At least one third of the board of directors and the control body, where autonomous, consists of members of the less represented gender.	☑	4.3
	The companies adopt measures to promote equal treatment and equal opportunities between genders throughout the entire company organisation, monitoring their actual implementation.	☑	4.3
Recommendation 9	All members of the control body meet the independence requirements laid down by Recommendation 7 for the directors.	☑	11.2
	The assessment of independence is carried out, according to the timeframe and in the manner provided for by Recommendation 6, by the board of directors and by the control body, based on the information provided by each member of the control body.	☑	11.2
Recommendation 10	The outcome of the independence assessments of the directors and of the members of the control body, as referred to in Recommendations 6 and 9, is disclosed to the market immediately after their appointment by means of a specific communication and, subsequently, in the corporate governance report. On these occasions, the criteria used to assess the significance of the relationships in question are indicated and, if a director or a member of the control body has been deemed independent despite the occurrence of one of the circumstances indicated in Recommendation 7, a clear and reasoned account of the reasons for this choice is provided in relation to the position and individual characteristics of the person assessed.	☑	11.2
	Article 3 – Functioning of the board of directors and the role of the chairman
Principle IX	The board of directors defines the rules and procedures for its functioning, in particular in order to ensure effective management of the information to be provided to the board.	☑	4.4

114

Corporate Governance Code		Comply	Paragraph reference
Principle X	The chairman of the board of directors plays a liaison role between the executive directors and non-executive directors and ensures the effective functioning of the board's activities.	☑	4.5
Principle XI	The board of directors ensures an appropriate internal division of its functions and establishes board committees with fact-finding, proposal-making and advisory functions.	☑	6
Principle XII	Each director ensures they can dedicate enough time to carry out the tasks assigned to him or her diligently.	☑	4
Recommendation 11	The board of directors adopts rules that define the functioning of the board itself and of its committees, including the methods for minuting the meetings and the procedures for managing information to the directors. These procedures identify the deadlines for sending the information in advance and the methods for protecting the confidentiality of the data and information provided so as not to affect the timeliness and completeness of the information flows.
The corporate governance report provides adequate information on the main contents of the rules of the board of directors and on compliance with the procedures concerning the timeliness and adequacy of the information provided to the directors.	☑	4.4
Recommendation 12	The chairman of the board of directors, with the help of the secretary of the board, ensures:
a) that the information provided before the meetings and additional information provided at meetings is adequate to enable the directors to act in an informed manner in carrying out their role;
b) that the work of the board committees, with fact-finding, proposal-making and advisory functions, is coordinated with the work of the board of directors;
c) in agreement with the chief executive officer, that the managers of the company, and those of the companies of the group it heads, who are competent on the matters concerned, attend the board meetings, also at the request of individual directors, in order to provide any necessary information on the items on the agenda;
d) that all the members of the management and control bodies may participate, 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 company operates, the corporate dynamics and their evolution, also in the context of the company's sustainable success, as well as of the principles of proper risk management and the reference regulatory and self-regulatory framework;
e) the adequacy and transparency of the board review process of the board of directors, with the support of the appointments committee.	☑	4.5
Recommendation 13	The board of directors appoints an independent director as lead independent director:
a) if the chairman of the board of directors is the chief executive officer or holds significant management powers;
b) if the office of chairman is held by the person who controls the company, including jointly;
c) in large companies, even in the absence of the conditions set out in points a) and b), if a majority of independent directors requests it.	☑	4.7
Recommendation 14	The lead independent director:
a) is a point of reference and coordination of the requests and contributions of non-executive directors and, in particular, of independent directors;
b) coordinates the meetings of just the independent directors.	☑	4.7
Recommendation 15	In large companies, the board of directors issues its own guidance concerning the maximum number of positions on the board of directors or control body of other listed companies or large companies that may be considered compatible with the effective performance of the position of director of the company, taking into account the commitment that comes with their role.	NA
Recommendation 16	The board of directors establishes internal committees with fact-finding, proposal-making and advisory functions in the areas of appointments, remuneration and control and risks.	☑	6

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Corporate Governance Code		Comply	Paragraph reference
	The functions that the Code assigns to the committees may be distributed differently or merged into a single committee, provided that adequate information is given on the tasks and activities performed for each of functions assigned and that the recommendations of the Code on the composition of the related committees are respected.
The functions of one or more committees may be assigned to the entire board of directors, under the coordination of the chairman, provided that:
a) the independent directors represent at least one half of the board of directors;
b) the board of directors dedicates enough space inside the board sessions to the performance of the functions typically assigned to these committees.
If the functions of the remuneration committee are reserved for the board of directors, the last paragraph of Recommendation 26 applies.
Companies other than large companies may assign the functions of the control and risk committee to the board of directors, even in the absence of the condition mentioned in point a) above.
Companies with concentrated ownership, including large companies, may assign the functions of the appointments committee to the board of directors, even in the absence of the condition mentioned in point a) above.	NA
Recommendation 17	The board of directors defines the tasks of the committees and determines their composition, prioritising the competence and experience of their members and avoiding, in large companies, an excessive concentration of offices in this regard.	☑	6
	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 chairman of the board of directors, the chief executive officer, the other directors and, by informing the chief executive officer, the managers of the corporate departments that are competent on the subject of the committee meeting. The members of the control body can attend the meetings of each committee.
Committees have the authority to access the information and the corporate functions necessary in order to carry out their tasks, and to have financial resources and to make use of external consultants, within the terms laid down by the board of directors.	☑	6
Recommendation 18	The board of directors resolves, upon the proposal of the chairman, to appoint and remove the secretary of the board and defines his or her professional requirements and powers in its rules.
The secretary supports the work of the chairman and provides impartial judgement, assistance and advice to the board of directors on any aspect relevant to the proper functioning of the corporate governance system.	☑	4.5
	Article 4 – Appointment of directors and board review
Principle XIII	The board of directors ensures, to the extent of its competence, that the process for the appointment and succession of directors is transparent and suitable to achieve the optimal composition of the board of directors in accordance with the principles of Article 2.	☑	4.3
Principle XIV	The board of directors periodically assesses the effectiveness of its activities and the contribution made by its individual members using formalised procedures and supervises their implementation.	☑	4.3
Recommendation 19	The board of directors entrusts the appointments committee with the task of assisting it in the following activities:
a) board review and review of its committees;
b) definition of the optimal composition of the board of directors and of its committees;
c) identification of candidates for the office of director in cases of co-option;
d) possible submission of a slate by the outgoing board of directors, to be carried out in a manner that ensures its transparent formation and presentation;
e) preparation, updating and implementation of any succession plan for the chief executive officer and the other executive directors.	☑	7.2
Recommendation 20	The appointments committee is composed of a majority of independent directors.	☑	6
Recommendation 21	The board review focuses on the size, composition and actual functioning of the board of directors and of its committees, also considering its role in defining strategies and monitoring management performance and the adequacy of the internal control and risk management system.	☑	7.1

116

Corporate Governance Code		Comply	Paragraph reference
Recommendation 22	The board review is conducted at least every three years, in the lead-up to the renewal of the board of directors.	✓	7.1
	In large companies other than those with concentrated ownership, the board review is conducted on an annual basis and may also be carried out in different ways over the board's term of office, assessing the opportunity whether to use an independent consultant at least every three years.	NA
Recommendation 23	In companies other than those with concentrated ownership, the board of directors: - issues, in the lead-up to each renewal, guidance on the qualitative and quantitative composition deemed optimal, taking into account the results of the board review; - requires those who submit a slate with a number of candidates exceeding half of the members to be elected, to provide adequate information, in the documents submitted for the filing of the slate, on the slate's compliance with the guidance given by the outgoing board of directors, also with reference to the diversity criteria provided for by Principle VII and by Recommendation 8, and indicate their candidate for the office of chairman of the board of directors, the appointment of whom is carried out in accordance with the methods laid down in the articles of association. The guidance of the outgoing board of directors is published on the company's website in good time with respect the publication of the notice calling the shareholders' meeting relating to the renewal. The guidance identifies managerial and professional profiles and the skills deemed necessary, also in light of the company's sectoral characteristics, considering the diversity criteria set out in Principle VII and Recommendation 8 and the guidance provided on the maximum number of offices in application of Recommendation 15.	NA
Recommendation 24	In large companies, the board of directors: - defines, with the support of the appointments committee, a succession plan for the chief executive officer and the executive directors that identifies at least the procedures to be followed in the event of early termination of office; - ascertains the existence of adequate procedures for the succession of top management.	✓	7.1
	Article 5 - Remuneration
Principle XV	The remuneration policy for directors, members of the control body and top management is in line with the pursuit of the company's sustainable success and takes into account the need to have, retain and motivate people with the competence and professionalism required by their role in the company.	✓	8
Principle XVI	The remuneration policy is drafted by the board of directors through a transparent procedure.	✓	8
Principle XVII	The board of directors ensures that the remuneration paid and accrued is consistent with the principles and criteria defined in the policy, in light of the results achieved and other circumstances relevant to its implementation.	✓	8
Recommendation 25	The board of directors entrusts the remuneration committee with the task of: a) assisting it in the preparation of the remuneration policy; b) submitting proposals or expressing opinions on the remuneration of executive directors and other directors holding particular positions as well as on setting performance targets related to the variable component of such remuneration; c) monitoring the actual application of remuneration policy and verifying, in particular, whether the performance targets have effectively been achieved; d) periodically evaluating the adequacy and overall consistency of the remuneration policy for directors and top management. In order to have people with adequate competence and professional skills, the remuneration of executive and non-executive directors and of the members of the control body is defined by taking into account the remuneration practices that are common in the reference sectors and for companies of a similar size, also considering comparable international practices and, if necessary, with the support of an independent consultant.	✓	8
Recommendation 26	The remuneration committee is composed of only non-executive directors, a majority of whom are independent, and is chaired by an independent director.	✓	6
	At least one member of the committee possesses adequate knowledge and experience of financial matters and remuneration policies, which is assessed by the board of directors at the time of appointment.	✓	6
	No director takes part in the meetings of the remuneration committee in which proposals relating to their own remuneration are formulated.	✓	6

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Corporate Governance Code		Comply	Paragraph reference
Recommendation 27	The remuneration policy for executive directors and top management defines: a) a balance between the fixed component and the variable component that is appropriate and consistent with the company's strategic objectives and risk management policy, taking into account the characteristics of the company's business and the sector in which it operates, providing in any case that the variable component represents a significant part of the overall remuneration; b) maximum limits on the payment of variable components; c) performance objectives, to which the payment of variable components is linked, which are predetermined, measurable and linked significantly to a long-term horizon. They are consistent with the company's strategic objectives and are aimed at promoting its sustainable success, and also include, where relevant, non-financial parameters; d) an adequate deferral period – with respect to maturity – for the payment of a significant part of the variable component, consistent with the characteristics of the company's business and the associated risk profiles; e) the contractual arrangements that enable the company to recover, in whole or in part, the variable components of the remuneration paid out (or to withhold amounts subject to deferral), determined on the basis of data that later proved to be manifestly erroneous and other circumstances that may be identified by the company; f) clear and predetermined rules for the possible severance payment, which define the maximum limit of the total sum payable by linking it to a certain amount or to a certain number of years of remuneration. This severance is not paid out if the termination of office is due to the achievement of objectively inadequate results.	✓	8
Recommendation 28	Share-based remuneration plans for executive directors and top management incentivise alignment with the shareholders' interests 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.	✓	8
Recommendation 29	The remuneration policy for non-executive directors provides for remuneration that is commensurate with the competence, professionalism and commitment required by the tasks assigned to them in the board of directors and in the board committees. This remuneration is not linked to financial performance objectives, except for an insignificant part.	✓	8
Recommendation 30	The remuneration of members of the control body provides for remuneration that is commensurate with the competence, professionalism and commitment required by the importance of the role held and the size and sectoral characteristics of the company and its situation.	✓	8
Recommendation 31	On the occasion of the termination of office and/or termination of the relationship with an executive director or a general manager, the board of directors discloses – through a communication to the market following the outcome of internal processes leading to the allocation or recognition of any severance payment and/or other benefits – detailed information concerning: a) the allocation or recognition of severance payments and/or other benefits, the circumstances justifying their accrual (e.g. due to the expiry of the term of office, removal from office or settlement agreement) and the decision-making procedures followed within the company for this purpose; b) the total amount of the severance payment and/or other benefits, the related components (including non-monetary benefits, the maintenance of rights connected to incentive plans, the consideration for non-competition undertakings or any other remuneration awarded for any reason and in any form) and the timing of their payment (distinguishing the portion paid immediately from the part subject to deferment mechanisms); c) the application of any claw-back or malus clauses to part of the amount; d) compliance of the elements indicated in points a), b) and c) above with that indicated in the remuneration policy, with clear indication of the reasons and decision-making processes followed in the event of even a partial deviation from the policy; e) information on the procedures that have been or will be followed to replace the departing executive director or general manager.	✓	8
	Article 6 – Internal control and risk management system
Principle XVIII	The internal control and risk management system consists of the set of rules, procedures and organisational structures aimed at the effective and efficient identification, measurement, management and monitoring of the main risks in order to contribute to the company's sustainable success.	✓	9
Principle XIX	The board of directors defines the guidelines for the internal control and risk management system in line with the company's strategies and assesses its adequacy and effectiveness on an annual basis.	✓	4.1
Principle XX	The board of directors defines the principles concerning the coordination and information flows between the various persons involved in the internal control and risk management system in order to maximise its efficiency, reduce the duplication of activities and guarantee the effective performance of the duties of the control body.	✓	4.1

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CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Corporate Governance Code		Comply	Paragraph reference
Recommendation 32	The organisation of the internal control and risk management system involves, each within their area of responsibility:
a) the board of directors, which has the role of steering and assessing the adequacy of the system;
b) the chief executive officer, responsible for establishing and maintaining the internal control and risk management system;
c) the control and risks committee, established within the board of directors, with the task of supporting the assessments and decisions of the board of directors on the internal control and risk management system and on the approval of the periodic financial and non-financial reports. In companies that adopt the 'one-tier' or 'two-tier' corporate model, the functions of the control and risks committee may be assigned to the control body.
d) the internal audit manager, tasked with verifying that the internal control and risk management system is functioning, adequate and in line with the guidelines defined by the board of directors;
e) the other corporate functions involved in the controls (such as risk management functions and the legal and non-compliance functions), structured in relation to the company's size, sector, complexity and risk profile;
f) the control body, which oversees the effectiveness of the internal control and risk management system.	☑	9
Recommendation 33	The board of directors, with the support of the control and risks committee:
a) defines the guidelines of the internal control and risk management system in line with the company's strategies and assesses, at least once a year, the adequacy of the same system with regard to the company's characteristics and risk profile, as well as its effectiveness;
b) appoints and removes the internal audit manager, defining the manager's remuneration in line with company policies, and ensuring that the manager is provided with adequate resources to perform his or her duties. If the internal audit function is entrusted, as a whole or by operating segments, to an entity outside the company, it shall ensure that said entity possesses adequate requirements of professionalism, independence and organisation and provides adequate justification for this choice in the corporate governance report;
c) approves, at least once a year the work plan prepared by the internal audit manager, in consultation with the control body and the chief executive officer;
d) assesses whether measures should be taken to ensure the effectiveness and impartial judgement of the other corporate functions mentioned in Recommendation 32, point e), verifying that they are provided with adequate professional skills and resources;
e) assigns the supervisory functions pursuant to Article 6, para. 1(b) of Legislative Decree No. 231/2001 to the control body or to a body established specifically. In the event that the body does not coincide with the control body, the board of directors assesses the opportunity of appointing at least one non-executive director and/or one member of the control body and/or the holder of the company's legal or control functions to the body, in order to ensure coordination between the various persons involved in the internal control and risk management system;
f) assesses, in consultation with the control body, the results given by the external auditor in any recommendation letter and in the additional report for the control body;
g) describes, in the corporate governance report, the main features of the internal control and risk management system and the methods of coordination between the parties involved in it, indicating the relevant national and international models and best practices, expresses its overall assessment on the adequacy of the same system and gives an account of the choices made regarding the composition of the supervisory board referred to in point e) above.	☑	4.1
9.2
Recommendation 34	The chief executive officer:
a) identifies the main company risks, considering the characteristics of the activities performed by the company and its subsidiaries, and periodically submits them to the examination of the board of directors;
b) implements the guidelines defined by the board of directors, dealing with the planning, implementation and management of the internal control and risk management system and constantly monitoring its adequacy and effectiveness, as well as adapting it to changes in the operating conditions and the legislative and regulatory scenario;
c) may entrust the internal audit function with performing audits on specific operational areas and on compliance with the internal rules and procedures in performing company operations, giving notice of this to the chairman of the board of directors, to the chair of the control and risks committee and to the chair of the control body;
d) promptly reports to the control and risks committee on problems and issues that emerge during his or her work or of which he or she has otherwise become aware, so that the committee can take appropriate action.	☑	9.1
Recommendation 35	The control and risks committee is composed of only non-executive directors, a majority of whom are independent, and is chaired by an independent director.	☑	9.2
	As a whole, the committee has adequate expertise in the business sector in which the company operates in order to assess the relevant risks; at least one member of the committee has adequate knowledge and experience in accounting and finance or risk management.	☑	9.2

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CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

Corporate Governance Code		Comply	Paragraph reference
	The control and risks committee, in assisting the board of directors:
	a) assesses, after consultation with the manager responsible for drafting the company accounts, the statutory auditor and the control body, the correct use of the accounting principles and their consistency for the purpose of drafting the consolidated financial statements;
	b) assesses the appropriateness of periodic financial and non-financial information to represent fairly the company's business model, strategies, the impact of its business and the performance achieved, coordinating with the committee, if any, provided for in Recommendation 1(a);
	c) examines the content of periodic non-financial information relevant to the internal control and risk management system;
	d) expresses opinions on specific aspects concerning the identification of the main company risks and supports the assessments and decisions of the board of directors relating to managing risks arising from harmful events of which the latter has become aware;	☑	9.2
	e) examines periodic reports and those of particular relevance prepared by the internal audit function;
	f) monitors the autonomy, adequacy, effectiveness and efficiency of the internal audit function;
	g) may task the internal audit function with carrying out checks on specific operational areas, at the same time informing the chair of the control body;
	h) reports to the board of directors, at least at the meeting called to approve the annual and half-yearly financial report, on the activity carried out and on the adequacy of the internal control and risk management system.
	The manager of the internal audit function is not responsible for any operational area and reports hierarchically to the board of directors. The manager has direct access to all the useful information in order to perform his or her duties.
	The manager of the internal audit function:
	a) verifies, on a continuous basis or in relation to specific needs and in compliance with international standards, the operation and suitability of the internal control and risk management system, using an audit plan approved by the board of directors, based on a structured process of analysis and prioritisation of the main risks;
	b) prepares periodic reports containing adequate information on his or her activities, the methods used to perform risk management, and on compliance with the plans defined for their containment. The periodic reports contain an assessment of the suitability of the internal control and risk management system;	☑	9.3
	c) promptly prepares, also at the request of the control body, reports on events of particular relevance;
	d) submits the reports referred to in points b) and c) to the chairs of the control body, the control and risks committee and the board of directors, as well as to the chief executive officer, unless the subject matter of such reports specifically concerns the activities of these subjects;
	e) verifies, as part of the audit plan, the reliability of the information systems including the accounting systems.
Recommendation 37	The member of the control body who, on his or her own behalf or on behalf of others, has an interest in a particular transaction of the company promptly and fully informs the other members of the same body and the chairman of the board of directors on the nature, terms, origin and extent of his or her interest.	☑	11.2
	The control body and the control and risks committee promptly exchange information relevant to the performance of their duties. The chair of the control body, or other member designated by the chair, takes part in the meetings of the control and risks committee.	☑	9.7

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DēLonghi Group

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De'Longhi — Governance Information 2026

4398_rns_2026-04-02_64880381-39d2-4f52-8b04-530676674b53.pdf

DēLonghi Group

Overview

Group's Main Highlights

Share capital structure

Corporate governance model

Annual General Meeting

Ordinary and extraordinary annual general meeting of shareholders of 30 April 2025

Ordinary and extraordinary annual general meeting of shareholders of 30 April 2025

Ordinary and extraordinary annual general meeting of shareholders of 30 April 2025

Ordinary and extraordinary annual general meeting of shareholders of 30 April 2025

Board of Directors and its Committees

Composition

Committees

Areas of expertise

Slates

Independence

Fabio de' Longhi

Nicola Serafin

Carlo Grossi

Silvia de' Longhi

Massimiliano Benedetti

Ferruccio Borsani

Micaela Le Divelec

Lemmi

Luisa Maria Virginia

Collina

Stefania Petruccioli

Christophe Olivier

Cornu

Carlo Garavaglia

Guende diversity

Diversity of seniority of office

Diversity of age

Independence

Functioning

Board of Statutory Auditors

Composition

Slates

Alessandra Dalmonte

Gianluca Bolelli

Cecilia Andreoli

Marcello Francesco Priori

Daniela Travella

Diversity of seniority of office

Diversity of age

Self-assessment process

External Auditors

Diversity & Inclusion

ESG

Internal control and risk management system

Governance model - Two-tier structure*

Sustainability

Sustainability Governance

SUSTAINABILITY GOVERNANCE

OUR COMMITMENTS

TURNING A GLOBAL PROMISE INTO ACTION

Progressing Over Emissions

Designing Tomorrow

Caring Together

The sustainability plan initiatives

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2025

1. Issuers' Profile

1.1 Introduction

1.2 Group's Values, Mission and History

1.3 Sustainability in the De' Longhi Group

1.4 De' Longhi's corporate governance system

1.5 Classification of De' Longhi under the Corporate Governance Code

2. Information on the Shareholding Structure (pursuant to Article 123-bis, para. 1, CLF) as at 13 March 2026

A) Share capital structure (pursuant to Article 123-bis, para. 1(a), CLF)

B) Restrictions on the transfer of shares (pursuant to Article 123-bis, para. 1(b), CLF)

C) Major shareholdings (pursuant to Article 123-bis, para. 1(c) of the CLF)

D) Shares granting special rights (pursuant to Article 123-bis, para. 1(d) of the CLF)

E) Employee shareholdings: mechanism for exercising voting rights (pursuant to Article 123-bis, para. 1(e) of the CLF)

F) Restrictions on voting rights (pursuant to Article 123-bis, para. 1(f) of the CLF)

G) Shareholder agreements (pursuant to Article 123-bis, para. 1(g) of the CLF)

H) Change-of-control clauses (pursuant to Article 123-bis, para. 1(h), CLF) and statutory provisions relating to takeovers (pursuant to Article 104, para. 1-ter and 104-bis, para. 1, CLF)

I) Powers to increase the share capital and authorisations to purchase own shares (pursuant to Article 123-bis, para. 1(m), CLF)

De'Longhi Governance Information 2026