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(The accompanying translated consolidated financial statements of the Geox Group constitute a non-official version which is not compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815. This independent auditors' report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative.)

Independent auditors' report pursuant to article 14 of Legislative decree no. 39 of 27 January 2010 and article 10 of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of Geox S.p.A.

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of the Geox Group (the "group"), which comprise the statement of financial position as at 31 December 2022, the income statement, the statements of comprehensive income, changes in equity and cash flows for the year then ended and notes thereto, which include a summary of the significant accounting policies.

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Geox Group as at 31 December 2022 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the "Auditors' responsibilities for the audit of the consolidated financial statements" section of our report. We are independent of Geox S.p.A. (the "parent") in accordance with the ethics and independence rules and standards applicable in Italy to audits of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Recoverability of non-current assets

Notes to the consolidated financial statements: note 2 "Accounting policies – Estimates and assumptions" and note 10 "Impairment test"

Key audit matter	Audit procedures addressing the key audit matter
The consolidated financial statements at 31 December 2022 include non-current assets located at shops of €194 million, recognised net of accumulated impairment losses of €1.1 million.	Our audit procedures included: • understanding the process adopted to prepare the impairment tests;
The group tested the non-current assets allocated to each directly operated shop for impairment (first level), to check whether their carrying amount exceeded their recoverable amount. It also carried out a second level impairment test to check the recoverability of goodwill and other non-current assets relating to the entire group. The group calculates the recoverable amount of the	• understanding the process adopted for the preparation of the 2023-2027 financial projections approved by the parent's board of directors on 2 February 2023 from which the expected cash flows used for impairment testing have been inferred;
	• checking the accuracy of the CGUs' scope and of the allocation of the carrying amounts of the non current assets to the individual CGUs;
non-current assets allocated to shops, which are cash generating units (CGUs) for first-level impairment testing purposes, goodwill and other non-current assets using the discounted cash flow model.	• analysing the main assumptions used by the directors in estimating the expected cash flows (broken down by CGU), including the analysis of any discrepancies between the 2022 forecast and
The process and methods for measuring and determining each CGU's recoverable amount (based on its value in use) are very complex and entail the use of estimates which, by their very nature, are uncertain and subjective about:	actual figures; • assessing the reasonableness of the assumptions used by the directors to determine the value in use of the non-current assets, including the discount rates and perpetual growth rate, and including by
• the expected cash flows, including for each shop, calculated by taking into account the general	means of a comparison with external data and information;
economic performance and that of the group's sector, the actual cash flows for the last few years and the projected growth rates;	• checking the mathematical accuracy of the models used to calculate the value in use of the non current assets;
• the financial parameters used to calculate the discount rate of the expected cash flows, which also consider the different levels of risk of the country in which the group operates.	• assessing the appropriateness of the disclosures provided in the notes about the impairment tests.

For the above reasons, we believe that the recoverability of the non-current assets allocated to shops, goodwill and other non-current assets is a key audit matter.

Measurement of inventories

Notes to the consolidated financial statements: note 2 "Accounting policies – Estimates and assumptions" and note 21 "Inventories"

Key audit matter	Audit procedures addressing the key audit matter
The consolidated financial statements at 31 December	Our audit procedures included:
2022 include inventories of €290.2 million, net of the	•
allowance for inventory write-down of €32.3 million.	understanding the process for the measurement of
The process and methods for measuring and	inventories and assessing the design and
determining this allowance are very complex and entail	implementation of material controls;

the use of estimates which, by their very nature, are uncertain and subjective about:

the characteristics of the parent's business sector;
the distribution channels' selling ability;
the price policies adopted, especially for sales of inventories.

For the above reasons, we believe that the measurement of inventories is a key audit matter.

analysing documents and discussing the assumptions adopted to calculate the allowance for inventory write-down with the relevant internal departments, in order to understand the assumptions underlying the expectations of how goods will be sold;
checking the completeness and mathematical accuracy of the databases used for the calculation of the allowance for inventory write-down;
evaluate the appropriateness of the net realisable value to the inventories by checking management reports on sales and the expectations of how goods will be sold;
assessing the appropriateness of the disclosures provided in the notes about inventories.

Measurement of refund liabilities

Notes to the consolidated financial statements: note 2 "Accounting policies – Estimates and assumptions" and note 32 "Trade payables"

Key audit matter	Audit procedures addressing the key audit matter
The consolidated financial statements at 31 December	Our audit procedures included: • understanding the process to estimate refund liabilities and assessing the design and implementation of material controls;
2022 include refund liabilities of €27.6 million. The process and methods for measuring and determining refund liabilities are very complex and entail the use of estimates which, by their very nature, are uncertain and subjective about:
	• checking the completeness and mathematical accuracy of the databases used for the calculation
• the characteristics of the parent's business segment and the environment in which its customers operate;	of refund liabilities;
	• analysing documents and discussing the assumptions adopted to calculate refund liabilities
• the amount of future returns considering current trade agreements, the various distribution channels and historical return figures.	with the relevant internal departments, in order to understand the assumptions underlying the estimated future cash flows;
For the above reasons, we believe that the measurement of refund liabilities is a key audit matter.	• checking, on a sample basis, whether the estimate accurately considered the terms and conditions of the current trade agreements;
	• analysing sale and return trends, including after the reporting date, in order to obtain evidence about the adequacy of the estimates;
	• assessing the appropriateness of the disclosures provided in the notes about refund liabilities.

Other matters - Comparative figures

The group's 2021 consolidated financial statements were audited by other auditors, who expressed their unqualified opinion thereon on 22 March 2022.

Independent auditors' report 31 December 2022

Responsibilities of the parent's directors and board of statutory auditors ("Collegio Sindacale") for the consolidated financial statements

The directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The directors are responsible for assessing the group's ability to continue as a going concern and for the appropriate use of the going concern basis in the preparation of the consolidated financial statements and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless the directors believe that the conditions for liquidating the parent or ceasing operations exist, or have no realistic alternative but to do so.

The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the group's financial reporting process.

Auditors' responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;
conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the group to cease to continue as a going concern;

evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance, identified at the appropriate level required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the ethics and independence rules and standards applicable in Italy and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the measures taken to eliminate those threats or the safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year and are, therefore, the key audit matters. We describe these matters in our auditors' report.

Report on other legal and regulatory requirements

Opinion on the compliance with the provisions of Commission Delegated Regulation (EU) 2019/815

The parent's directors are responsible for the application of the provisions of Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (ESEF) to the consolidated financial statements at 31 December 2022 to be included in the annual financial report.

We have performed the procedures required by Standard on Auditing (SA Italia) 700B in order to express an opinion on the compliance of the consolidated financial statements with Commission Delegated Regulation (EU) 2019/815.

In our opinion, the consolidated financial statements at 31 December 2022 have been prepared in XHTML format and have been marked up, in all material respects, in compliance with the provisions of Commission Delegated Regulation (EU) 2019/815.

Due to certain technical limitations, some information included in the notes to the consolidated financial statements when extracted from the XHTML format to an XBRL instance may not be reproduced in an identical manner with respect to the corresponding information presented in the consolidated financial statements in XHTML format.

Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article 123-bis.4 of Legislative decree no. 58/98

The parent's directors are responsible for the preparation of the group's directors' report and report on corporate governance and ownership structure at 31 December 2022 and for the consistency of such reports with the related consolidated financial statements and their compliance with the applicable law.

We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to express an opinion on the consistency of the directors' report and the specific information presented in the report on corporate governance and ownership structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the group's consolidated financial statements at 31 December 2022 and their compliance with the applicable law and to state whether we have identified material misstatements.

In our opinion, the directors' report and the specific information presented in the report on corporate governance and ownership structure referred to above are consistent with the group's consolidated financial statements at 31 December 2022 and have been prepared in compliance with the applicable law.

With reference to the above statement required by article 14.2.e) of Legislative decree no. 39/10, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report.

Statement pursuant to article 4 of the Consob regulation implementing Legislative decree no. 254/16

The directors of Geox S.p.A. are responsible for the preparation of a consolidated non-financial statement pursuant to Legislative decree no. 254/16. We have checked that the directors had approved such consolidated non-financial statement. In accordance with article 3.10 of Legislative decree no. 254/16, we attested the compliance of the non-financial statement separately.

Treviso, 29 March 2023

KPMG S.p.A.

(signed on the original)

Francesco Masetto Director of Audit

AI Terminal

Geox

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