NEODECORTECH S.P.A.

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

2023

(prepared pursuant to Article 123-bis of Legislative Decree no. 58 of 24 February 1998 Traditional management and control model)

Report approved by the Board of Directors of Neodecortech S.p.A. at its meeting on 18 March 2024, made publicly available at the Company's registered office (via Provinciale 2, Filago (BG)) and on the website (www.neodecortech.it), Investors – Assemblee azionisti section, and on the authorized storage mechanism on the website .

COMPANY DATA

►REGISTERED OFFICE OF THE PARENT COMPANY

Via Provinciale 2

24040 Filago (Bergamo)

►LEGAL DATA OF THE PARENT COMPANY

Subscribed and paid-up share capital € 18,804,209.37

Bergamo Company Register no. 0075270151

REA of Bergamo no. 2035639

Tax Code and VAT number 02833670165

Corporate website: https://www.neodecortech.it/

INTRODUCTION

Neodecortech S.p.A. (hereinafter, "Neodecortech" or the "Issuer" or the "Company") is a company with shares listed, as from 25 May 2020, on the MTA (now Euronext Milan), organized and managed by Borsa Italiana S.p.A. ("Borsa Italiana").

On 15 March 2021, Borsa Italiana, under provision no. 8746, granted the Issuer's ordinary shares and warrants the STAR qualification, as per the application submitted by the Company on 4 March 2021 and, most recently, supplemented on 5 March 2021.

This report (the "Report") has been prepared pursuant to Article 123-bis of Legislative Decree no. 58 of 24 February 1998 and approved by the Board of Directors of the Company on 18 March 2024 with regard to the year ended 31 December 2023 (the "Year").

Specifically, as required by the applicable legal and regulatory provisions and in line with the guidelines and recommendations of Borsa Italiana - including the indications provided in the "Format for the Report on Corporate Governance and Ownership Structure" in its IX edition published in January 2022 - as well as the Corporate Governance Code and the most representative trade associations, the Report presents a general and systematic framework of the Issuer's corporate governance and ownership structure.

The Report provides, inter alia, indications on Neodecortech's acknowledgment of the Principles and Recommendations contained in the Corporate Governance Code for Listed Companies, approved by the Corporate Governance Committee and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria (in the January 2020 version), which the Company expressly complies with.

The information contained in this Report is current as of the date it was approved by the Board of Directors of the Company.

The Report is published on the Company website and was sent to CONSOB and Borsa Italiana in accordance with the time limits and conditions set out by the applicable regulations.

1.1. Corporate governance system 13 1.2. The Neodecortech Group and its mission 14 1.3. Social responsibility 14 2. INFORMATION ON OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE , 123-BIS PARAGRAPH 1, TUF) AT 31/12/2023 18 3. COMPLIANCE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A) PART ONE, TUF)……………… 23 4. BOARD OF DIRECTORS 24 4.1. Role of the Board of Directors 24 4.2. Appointment and replacement (pursuant to Article 123-bis, paragraph 1, letter l) part one of the TUF) 28 4.3. Composition (pursuant to Article 123-bis, paragraph 2, letters d) and d-bis) of the TUF) 31 4.3.1. Diversity criteria and policies in the Board composition and corporate organization 34 4.3.2. Maximum number of positions held in other companies 35 4.3.3. Quantitative and qualitative criteria for assessing the significance of business, financial, or professional relationships that may compromise a director's independence 36 4.4. Operation of the Board of Directors (pursuant to Article 123-bis, paragraph 2, letter d), TUF) 37 4.5. Role of the Chairman of the Board of Directors 44 4.5.1. Secretary of the Board of Directors 45 Delegated bodies 46 4.6. 4.6.1. Chief Executive Officer 46 4.6.2. Executive Director 50 4.6.3. Chairman of the Board of Directors 51 4.6.4. Executive Committee (pursuant to Article 123-bis, paragraph 2, letter d) of the TUF) 51 4.6.5. Disclosure to the Board of Directors 51 Independent directors and lead independent director 52 4.7. 4.7.1. Independent Directors 52 4.7.2. Lead Independent Director 53 5. MANAGEMENT OF COMPANY INFORMATION 54 Management of inside information 54 5.1. Internal Dealing 54 5.2. 6. INTERNAL COMMITTEES OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123- , PARAGRAPH 2, LETTER D), TUF) 55 BIS 7. REMUNERATION APPOINTMENTS COMMITTEE - AND SUCCESSION AND COMPENSATION OF DIRECTORS, SELF-ASSESSMENT 55 7.1. Composition and operation of the Remuneration and Appointments Committee 55 7.2. Functions of the Remuneration and Appointments Committee 57 7.3. Remuneration Policy 59 7.4. Remuneration of executive directors and top management 61 7.5. Remuneration of non-executive directors 62 7.6. Accrual and payment of remuneration 62 7.7. Succession plans 62 7.8. Self-assessment of the Board of Directors and guidelines on the best quantitative and qualitative composition of the governing body 62	1.	ISSUER PROFILE 13

8.	CONTROL, RISK AND SUSTAINABILITY COMMITTEE 64
8.1.	Composition and operation of the Control, Risk and Sustainability Committee 64
8.2.	Functions assigned to the Control, Risk and Sustainability Committee 65
9.	RELATED PARTY COMMITTEE 71
9.1.	Composition of the Related Party Committee 71
9.2.	Functions assigned to the Related Party Committee 72
10.	INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 74
10.1.	Description of the main characteristics of the risk management and internal control system in relation to the financial
	reporting process, pursuant to Article 123-bis, paragraph 2, letter b), TUF 77
10.2.	Director in charge of the internal control and risk management system 78
10.3.	Head of Internal Audit 79
10.4.	Organizational Model pursuant to Legislative Decree 231/2001 80
10.5.	Independent Auditors 83
10.6.	Financial Reporting Manager and other corporate roles and functions 84
10.7.	Other parties involved in the internal control and risk management system 85
10.7.1.	Head of Organization, Compliance and Risk Management 85
10.8.	Coordination among parties in the internal control and risk management system 86
11.	DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS 87
12.	BOARD OF STATUTORY AUDITORS 88
12.1.	Appointment and replacement 88
12.2.	Composition and operation of the Board of Statutory Auditors (pursuant to Article 123-bis, paragraph 2, letters d)
	and d-bis), TUF) 90
12.3.	Diversity criteria and policies 94
12.4.	Independence 94
12.5.	Remuneration 95
12.6.	Interest management 95
13.	RELATIONS WITH SHAREHOLDERS 95
13.1.	Access to information 95
13.2.	Dialogue with Shareholders 96
13.3.	Dialogue with other stakeholders 96
14.	SHAREHOLDERS' MEETINGS (PURSUANT TO ARTICLE 123 , PARAGRAPH 2, LETTER BIS
	C), TUF)…………. 97
15.	FURTHER CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ARTICLE 123-BIS,
	PARAGRAPH 2, LETTER A), TUF) 99
16.	CHANGES SINCE YEAR END 100
17.	CONSIDERATIONS ON THE LETTER OF 14 DECEMBER 2023 FROM THE CHAIRMAN OF
	THE CORPORATE GOVERNANCE COMMITTEE 101
	TABLES………………………………………………………………………………………103
	1…………. 104
TABLE INFORMATION ON OWNERSHIP STRUCTURE AT 18 MARCH 2024 104

TABLE	2 - STRUCTURE OF THE BOARD OF DIRECTORS AT YEAR END 108
TABLE	3 - STRUCTURE OF THE BOARD COMMITTEES AT YEAR END 110
ANNEX	1- 112
LIST	OF DIRECTORS' POSITIONS 112

GLOSSARY

Chief Executive Officer	the Chief Executive Officer of Neodecortech.
Director in Charge	the director in charge of the Internal Control and Risk Management System appointed by Neodecortech pursuant to Recommendation 32, b. of the Corporate Governance Code.
Independent Directors	the independent directors of Neodecortech.
Shareholders' Meeting or Meeting	the Shareholders' Meeting of the Issuer.
Shares	the ordinary shares of the Issuer.
Shareholder	the holders of Shares.
Borsa Italiana	Borsa Italiana S.p.A., with registered office in Piazza degli Affari 6, Milan.
Sustainability Report	the Issuer's Sustainability Report, available on the Company Website.
Bio Energia Guarcino or BEG	Bio Energia Guarcino S.r.l., with registered office in Guarcino (FR), Via Madonna di Loreto 2, listed in the Frosinone Company Register, Tax Code and VAT no. 02454520608.
Financial Calendar	the Corporate Events Calendar adopted by the Issuer for 2024, available on the Company Website.
Cartiere di Guarcino or CDG	Cartiere di Guarcino S.p.A., with registered office in Guarcino (FR), Via Madonna di Loreto 2, listed in the Frosinone Company Register, Tax Code 01956120131 and VAT no. 02657520405.
Code or Corporate Governance Code	the Corporate Governance Code for Listed Companies approved by the Corporate Governance Committee and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria, publicly accessible on Borsa Italiana's website (www.borsaitaliana.it), in the January 2020 version.
Italian Civil Code or c.c.:	the Italian Civil Code.
Code of Ethics	the Code of Ethics of the Neodecortech Group, adopted by Neodecortech and its subsidiaries, as most recently amended by resolution of the Board of Directors on 8 November 2023, available on the Company Website Corporate Governance / Etica e Compliance section.

Board of Statutory Auditors	the Board of Statutory Auditors of Neodecortech.
Corporate Governance Committee	the Corporate Governance Committee promoted by Abi, Ania, Assogestioni, Assonime, Confindustria and Borsa Italiana.
Control, Risk and Sustainability Committee	the committee set up within the Board of Directors for internal control and risk management pursuant to Principle XI and Recommendations nos. 16 and 35 of the Corporate Governance Code and (ii) to oversee sustainability issues related to the Company's operations and its engagement with all stakeholders, geared towards pursuing sustainable success in the medium to long term.
Remuneration and Appointments Committee	the remuneration and appointments committee set up within the Board of Directors, pursuant to Principle XI and Recommendations nos. 16, 25 and 26 of the Corporate Governance Code.
Related Party Committee	the committee for transactions with related parties provided for in the Related Party Regulation.
Board of Directors	the Board of Directors of Neodecortech.
CONSOB	the National Commission for Companies and the Stock Exchange.
Subsidiaries	the companies directly and indirectly controlled by Neodecortech pursuant to Article 2359 of the Italian Civil Code and Article 93 of the TUF.
Non-Financial Statement or NFS	the non-financial statement prepared by the Issuer pursuant to Leg. 254/2016 on a voluntary basis as from 2021.
Legislative Decree 231/2001	Legislative Decree no. 231 of 8 June 2001, governing the administrative liability of legal entities, companies and associations, including those without legal personality, as subsequently supplemented and amended.
Trading Commencement Date	25 May 2020, the day on which the Company's shares were admitted to listing on the MTA (now Euronext Milan).
Financial Reporting Manager	the manager in charge of drawing up the corporate accounting documents, appointed by the Board of Directors pursuant to Article 154-bis of the TUF and to Article 26 of the Bylaws.
Year	the year ending 31 December 2023, to which the Report refers.
Euronext Milan	Euronext Milan, a regulated market organized and managed by

Finanziaria Valentini	Finanziaria Valentini S.p.A., with registered office in Via Rigoletto 27, Rimini, listed in the Rimini Company Register, Tax Code and VAT no. 03842170403.
Neodecortech Group or Group	the Issuer and the companies it directly or indirectly controls pursuant to Article 93 of the TUF. At the date of this Report, the Group is formed by the Company, CDG, BEG and NDTe.
Inside Information	inside information as defined in Article 7 of the MAR (as defined below).
Guidelines	the Guidelines on "Management of Inside Information" and "Investment Recommendations" issued by CONSOB on 13 October 2017.
MAR	Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.
Euronext STAR Milan Market or STAR	the Euronext Star Milan Market organized and managed by Borsa Italiana.
Organizational, Management and Control Model or Model 231	the Organizational, Management and Control Model, provided for by Legislative Decree 231/2001, as adopted by the Board of Directors at the meeting of 19 July 2018 and subsequently updated, most recently, by resolution of 8 November 2023.
Neodecortech or Issuer or Company	Neodecortech S.p.A., company incorporated under the laws of Italy, with registered office in Via Provinciale 2, 24040 Filago (BG), listed in the Bergamo Company Register, tax code no. 00725270151 and VAT no. 02833670165.
NDTe	NDT energy S.r.l., with registered office in Via Provinciale 2, 24040, Filago (BG), listed in the Bergamo Company Register, VAT no. 04634200168.
Supervisory Board or SB	the supervisory board tasked with overseeing the operation of and compliance with Model 231, established pursuant to Article 6 of Legislative Decree 231/2001.
Succession Plan for the Chief Executive Officer	the succession plan for the Chief Executive Officer approved by Neodecortech's Board of Directors on 23 February 2022.
SMEs	small and medium-sized enterprises, issuers of shares listed on an Italian or EU regulated market, whose turnover - also before admission to trading of their shares - is lower than € 300 million, or whose market capitalization is lower than € 500 million, as defined by Article 1, paragraph 1, letter w-quater.1) of

	Legislative Decree no. 58 of 24 February, as subsequently amended and supplemented.
Chairman of the Board of Directors or Chairman	the Chairman of the Board of Directors of Neodecortech.
Related Party Transaction Oversight or RPT Oversight	as from 1 January 2021, the Company's Chief Financial Officer, who represents the corporate function tasked with identifying Related Parties and Related Party Transactions and governing information flows with the persons in charge of Transactions and with corporate bodies.
Regulation for the Operation and Organization of the Board of Directors	the regulation for the operation of the Board of Directors adopted by the Board of Directors by resolution of 30 March 2023.
Related Party Procedure	the Related Party Transactions Procedure adopted by the Board of Directors on 25 June 2020, in implementation of Article 2391- bis of the Italian Civil Code and the RPT Regulation, and amended on 10 December 2020 and on 28 June 2021, and most recently on 30 March 2023.
Inside Information Procedure	the procedure, adopted by the Board of Directors by resolution of 31 January 2020, for the internal management and external communication of Inside Information pursuant to recommendation 1, letter f), of the Code.
Internal Dealing Procedure	the Company's internal dealing procedure adopted by the Board of Directors, by resolution of 31 January 2020, pursuant to Article 19 of the MAR and its implementing regulations, and to Article 114, paragraph 7 of the TUF.
ERM process	the process of identifying, measuring, managing and monitoring the Company's enterprise risks (enterprise risk management).
Meeting Regulation	the regulation of Neodecortech's Shareholders' Meeting approved by shareholders' resolution on 30 April 2018.
Regulation of the Control, Risk and Sustainability Committee	the operating regulation and duties of the Control, Risk and Sustainability Committee approved by the Board of Directors by resolution of 25 June 2020, amended on 10 December 2020 and, most recently, on 30 March 2023.
Remuneration and Appointments Committee Regulation	the operating regulation and duties of the Remuneration and Appointments Committee approved by the Board of Directors by resolution of 25 June 2020, amended on 10 December 2020, on 23 February 2021, and most recently on 30 March 2023.
Related Party Committee	the operating regulation and duties of the Related Party

Regulation	Committee approved by the Board of Directors by resolution of 25 June 2020, amended on 28 June 2021 and, most recently, on 30 March 2023.
Issuer Regulation	the regulation implementing Legislative Decree no. 58 of 24 February 1998 concerning the rules for issuers, adopted by CONSOB with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented.
RPT Regulation	the regulation on transactions with related parties issued by CONSOB with Resolution no. 17221 of 12 March 2010, as subsequently supplemented and amended.
Report	this report on corporate governance and ownership structure, prepared pursuant to Article. 123-bis of the TUF and in compliance with the Corporate Governance Code.
Remuneration Report	the remuneration report prepared and published pursuant to Article 123-ter of the TUF and to Article 84-quater of the Issuer Regulation, available at the registered office and on the Company Website.
Head of Internal Audit	the head of Neodecortech's Internal Audit Department, appointed pursuant to Recommendation no. 33, letter b) of the Corporate Governance Code, who performs, inter alia, the duties set forth in Recommendation no. 36 of the Code.
Head of Organization, Compliance and Risk Management	the Head of Organization, Compliance and Risk Management at Neodecortech.
Internal Control and Risk Management System or Internal Control System	the internal control and risk management system that could be relevant for the medium/long term sustainability of the Issuer's activity.
Company website	the Issuer's website available at https://www.neodecortech.it/.
Independent Auditors	BDO Italia S.p.A., with registered office in Viale Abruzzi 94, Milan, registration number with the Milan Company Register, tax code and VAT no. 07722780967, registered at no. 167991 in the Register of Independent Auditors pursuant to Legislative Decree no. 39 of 27 January 2010.
Bylaws	the current Bylaws of Neodecortech available on the Company Website.
Consolidated Law on Finance or TUF	Legislative Decree no. 58 of 24 February 1998, containing the Consolidated Law on Financial Intermediation, as subsequently supplemented and amended.

Top Management senior executives who are not members of the Board of Directors and who have the power and the responsibility for planning, directing and controlling the activities of the Company and the Group.

1. ISSUER PROFILE

1.1. Corporate governance system

The corporate governance structure of Neodecortech follows the traditional management and control model set out in Articles 2380-bis et seq. of the Italian Civil Code, in which, without prejudice to the mandatory powers of the Shareholders' Meeting:

the Board of Directors has sole responsibility for the administrative and strategic governance of the Company in order to achieve the corporate object;¹
the Board of Statutory Auditors is responsible for overseeing compliance with the law and the Bylaws, compliance with the principles of proper governance and, specifically, the adequacy of the Company's organizational, administrative and accounting structure² ;
the statutory audit of the Issuer's accounts is carried out by an independent audit firm listed in the relevant register³ .

The Board of Directors carries out its activity both directly and collectively, by delegating part of its functions, within the limits allowed by law and by the Bylaws, to the Chief Executive Officer, as well as to one or more directors with specific management powers⁴ .

Also set up within the Board of Directors are:

the Remuneration and Appointments Committee, which acts as Remuneration Committee, pursuant to Recommendations no. 25 and 26 of the Corporate Governance Code, and as Appointments Committee, pursuant to Recommendations no. 19 and 20 of the Corporate Governance Code⁵ ;
the Control, Risk and Sustainability Committee, with internal control and risk management functions, pursuant to Recommendations no. 32, 33 and 35 of the Corporate Governance Code; this Committee, inter alia, also submits proposals and provides advice to the Board of Directors on the periodic update on the changes in corporate governance rules, and on activities aimed at overseeing the Issuer's commitment to sustainable development along the value chain⁶ ;
the Related Party Committee, governed on the basis of the Related Party Procedure, which is entrusted with the functions and tasks provided for by the same Related Party Procedure and by the RPT Regulation⁷ .

The powers and operating procedures of the corporate bodies are governed by law, the Bylaws and, with regard to the Shareholders' Meeting, the Board of Directors and the Committees established within the Board of Directors, also by the related regulations adopted by the Company.

¹ See paragraph Errore. L'origine riferimento non è stata trovata. of this Report.

² See paragraph 13 of this Report.

³ See paragraph 10.5 of this Report.

⁴ See paragraph 4.6 of this Report.

⁵ See paragraph 7 of this Report.

⁶ See paragraph 8 of this Report.

⁷ See paragraph 9 of this Report.

The Issuer qualifies as SME pursuant to Article 1, paragraph 1, letter w-quater.1) of the TUF and to Article 2 ter of the Issuer Regulation, since - given a capitalization of € 46,492,929 at 31 December 2023 (hereinafter, the "Capitalization") - it does not exceed the parameters set out in the above provisions.

The Issuer does not fall within the definition of a "large company" pursuant to the definition provided by the Corporate Governance Code, since the Company's capitalization is below the threshold set out by the regulatory provisions, which was equal to € 1 billion on the last trading day of each of the three calendar years prior to the year under review.

The Issuer falls within the definition of "concentrated ownership company", pursuant to the definition provided by the Corporate Governance Code, given the presence of a shareholder who holds the majority of votes that can be exercised at the Ordinary Shareholders' Meeting of the Company.

1.2. The Neodecortech Group and its mission

At the date of the Report, the Issuer is controlled pursuant to Article 93 of the TUF by Finanziaria Valentini, which holds 58.6% of Neodecortech's share capital.

Neodecortech is at the head of a Group that supplies a wide and coordinated range of products in the field of decor surfaces, i.e. decorative papers for the furniture and laminate flooring segments, as well as plastic film (PVC and PET), both nationally and internationally. Specifically, the Issuer, under the Confalonieri and Texte brands, is one of the top European players in the niche of design and production of decorative surfaces on paper-based media used in the interior design and flooring industry. It has also introduced similar plasticsupported surfaces under the Plana brand.

The Group's main business is, therefore, in the production of complete and technologically advanced solutions for the realization of interior design projects, covering all stages of the production process for the creation of decorative paper, from raw material management, through surface finishing and impregnation, up to the finished product and the management of end-of-line logistics. As for the use of plastic film, on the other hand, the phases of the production process result in the printing of the film and subsequent embossing, lacquering and lamination.

1.3. Social responsibility

The Group believes in the value of sustainability and responsible business management and, in addition to complying with legal requirements, promotes a corporate culture oriented towards the creation of lasting value for its stakeholders. Neodecortech operates responsibly, adopting a business model in which sustainability is one of the main drivers of a strategy oriented to the medium and long term and focused on excellence, efficiency in resource management and ongoing improvement of all forms of performance, both process and product. In compliance with Principle I of the Corporate Governance Code, the integration of business sustainability into the corporate strategy, remuneration policies and the internal control and risk management system, as well as the management of environmental, social and governance (ESG) aspects, are the direct responsibility of the Issuer's Board of Directors, which defines the sustainability strategy assisted by the Control, Risk and Sustainability Committee (which has the task, among others, of proposing a guideline that integrates sustainability into business processes in order to ensure the creation of sustainable value over time) and which operates assisted by the Group's HSE (Health, Safety and Environment) department.

The guiding element of the Company's business model, marked by a holistic, tangible approach that is mindful of the legitimate expectations of stakeholders, rests on the Code of Ethics, source of the corporate culture

that embodies the commitments and ethical responsibilities of the Neodecortech Group in the conduct of business and corporate activities and defines the set of values and principles, as well as the lines of conduct, which must be adopted by the Company's directors, by all persons bound by working relationships with the Company and, in general, by all those who work for the Company, regardless of the relationship that binds them to it.

The Code of Ethics is therefore periodically reviewed in order to verify that it is up-to-date with the issues relevant to the Neodecortech Group.

Additionally, the Neodecortech Group, in defining its approach to sustainability, is inspired by the most authoritative international initiatives, such as the Global Compact and the Sustainable Development Goals (SDGs) of the United Nations.

Neodecortech believes that the utmost respect for human dignity in all its forms and the protection of the physical and moral health of workers, the protection of the environment in which it operates and the promotion of ethics and transparency in all relationships are fundamental features. The policies, management models and internal codes the Group has adopted are a tangible sign of this approach.

Consistent with the above, the Group strives to:

conduct business with fairness and transparency towards all its stakeholders, through rules of conduct, audit tools and internal procedures capable of ensuring compliance with national and international laws and regulations applicable thereto, adopting, in particular, Model 231. Legality and fairness in business dealings, in fact, have always been considered by Neodecortech the cornerstones to develop and maintain long-lasting relationships with its stakeholders, based on respect and mutual trust;
ensure the wellbeing and enhance the skills of its human resources through training programs and professional growth paths, encouraging their active involvement in the process of ongoing improvement within the Group. Neodecortech believes that quality training is a prerequisite to enable people to develop cross skills, update their professional competencies and operate safely, effectively and efficiently, in compliance with the relevant regulations. This approach has been extended to the children of employees graduating from high school or university. An annual scholarship program has been established for the most worthy;
guarantee equal opportunities, rejecting any form of discrimination. Neodecortech considers diversity an element of corporate wealth and is committed to ensuring that it never represents a discriminatory element in personnel selection or in the professional growth of its employees;
protect the safety and health of human resources and local stakeholders, in full compliance with current regulations. Neodecortech promotes responsible and informed behaviour among its employees so that they pay the utmost attention to their own health and safety. Additionally, thanks to effective implementation of its ISO 45001:2018 certified Management Systems, it identifies and monitors possible risks related to normal and extraordinary activities in the workplace, with the aim of preventing accidents and injuries. The Group's performance involving occupational health and safety indicators has shown a positive trend over time, proof of Neodecortech's commitment to health and safety prevention and protection;

protect the environment, promoting virtuous behaviour and the informed and responsible use of the natural resources available, in order to gradually improve environmental performance. The Group is committed to minimizing its direct and indirect environmental impacts, encouraging the use of alternative energy sources with reduced environmental impact and through the adoption and maintenance of ISO 14001:2015 Environmental Management Systems and ISO 50001:2018 Energy Management Systems;
implement sustainable procurement policies, envisaging in its activity an increasingly far-reaching adoption of circular economy initiatives. Neodecortech is well aware of the importance of biodiversity and has set itself the goal of limiting the impacts generated by its supply chain as much as possible. In this regard, the Group confirms its commitment to using exclusively FSC® Chain Of Custody certified pulp and paper from responsibly managed forests, as well as using approximately 25% recycled and waste paper, a proportion that has increased in recent years. As far as the use PVC and plastic materials is concerned, Neodecortech promotes a careful and conscious use of these materials, as well as delivering all the waste produced during production to recycling centres. In the specific case of PET used, 70% is obtained from recycled material. As far as packaging is concerned, the Group has put in place for some time now a policy aimed at using packaging made from recycled material or that can be recycled and/or reused. In 2023, the percentage of certified recycled packaging used was 90% (91% in 2022). Lastly, with regard to the production of electricity and steam, which are primary elements in the production of paper in the subsidiary CDG, there is almost total supply of electricity through BEG, which uses as fuels bioliquids obtained from the processing of animal by-products, which would otherwise have to be treated as waste and vegetable oils, all of which have sustainability certification. All the steam obtainable from BEG's thermal waste is used in CDG, except for the steam, which is negligible, needed for power plant uses; the steam transferred by BEG covers approximately 30% of CDG's steam requirements. The use of this fuel allows for lower emissions in terms of tons of CO2 released into the atmosphere - in the range of 40% (55% in 2022) - compared to the use of methane gas or non-renewable electricity, as is usually the case for the Group's competitors. With the aim of decreasing the use of energy from fossil sources, NDTe was established in October 2022. Its mission is to use for energy the waste and scrap from the production of laminate at the Neodecortech plant in Casoli di Atri (TE) and to ensure its almost total thermal independence. At the Casoli plant, the installation of a photovoltaic system of approximately 500 Kwh was completed in the latter part of 2022, which subsequently went into operation in January 2023. As the same system installed at the Filago (BG) plant in 2012, it helps achieve approximately 20% of electrical independence;
maintain an open, transparent and trust-based dialogue with the local communities in which it operates and with all its stakeholders. Neodecortech considers itself a resource and source of opportunity for the territory, and collaborates to achieve shared objectives with local authorities and institutions, offering the utmost willingness to engage in dialogue and discussion with the communities and territories where the Group Companies are located.

Well aware of the role of accountability, the Group reports annually on its management process, through a complete and transparent presentation of the commitments undertaken, the relating corporate objectives and performance within the non-financial statement prepared by the Issuer pursuant to Legislative Decree no. 231/2001. 254/2016 on a voluntary basis as from 2021. In prior years, similar reporting was presented within the Sustainability Report, published annually and, since its first edition in 2016 on 2015 figures, prepared following the guidelines issued by the Global Reporting Initiative, in line with the GRI Standards -

the most accredited international standards for Corporate Social Responsibility reporting - according to the Core option. The documents are available on the Company website.

Mention should be made that on 11 May 2021, the Board of Directors of the Company, upon the favourable opinion of the Sustainability Committee (now Control, Risk and Sustainability Committee) and as part of the measures relating to ESG actions for the three-year period 2021-2023, approved the adoption of a biodiversity policy, a "diversity and inclusion" policy and a Supplier Code of Conduct. On 22 February 2024, the Company resolved its ESG action plan for the three-year period 2024-2026. For further details, reference should be made to paragraph 4.3 below, in the section regarding diversity criteria and policies in the Board's composition and corporate organization.

2. INFORMATION ON OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, TUF) AT 31/12/2023

(a) Share capital structure (pursuant to Article 123-bis, paragraph 1, letter a), TUF)

At the date of this Report, Neodecortech's fully subscribed and paid-up share capital amounts to € 18,804,209.37. The share capital is divided into no. 14,218,021 ordinary shares, with no par value and with voting rights, as shown in the attached Table 1 ("Information on ownership structure - Structure of the share capital").

The Shares are registered and are issued in dematerialized form, therefore subject to the circulation regime set out in Article 83-bis et seq. of the TUF.

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

At the date of this Report, there are no restrictions on the free transferability of the Company's Shares.

(c) Relevant investments in the share capital (pursuant to Article 123-bis, paragraph 1, letter c), TUF)

Based on the Shareholders' Register and the updates available at the date of approval of this Report, including the notices received by the Company pursuant to Article 120 of the TUF, the subjects who directly or indirectly hold 5% or more of Neodecortech's subscribed and paid up share capital are those indicated in Table 1 ("Information on the ownership structure - relevant investments in the share capital") attached to this Report.

(d) Securities carrying special rights (pursuant to Article 123-bis, paragraph 1, letter d), TUF)

No securities carrying special controlling rights were issued, nor do any special powers under industry regulations apply. At the date of this Report, no classes of shares other than ordinary shares, nor shares with multiple or increased voting rights, were issued.

(e) Employee share ownership: mechanism for exercising voting rights (pursuant to Article 123-bis, paragraph 1, letter e), TUF)

At the date of the Report, no contractual agreements or statutory provisions are in place providing for forms of employee participation in the share capital or profits of the Issuer.

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

There are no restrictions on voting rights.

(g) Shareholder agreements (pursuant to Article 123-bis, paragraph 1, letter g) of the TUF)

At the date of this Report, the Issuer did not receive any notice of shareholder agreements pursuant to Article 122 of the TUF.

(h) Change of control clauses and bylaw provisions on takeover bids (pursuant to Articles 123-bis, paragraph 1, letter h), 104, paragraph 1-ter, and 104-bis, paragraph 1, TUF)

At the date of this Report, neither Neodecortech, nor any of its direct and indirect subsidiaries, is a party to any significant agreements that would become effective, be modified or terminate upon a change in control of the Company.

On the subject of takeover bids, the Bylaws:

do not depart from the provisions set out in Article 104, paragraphs 1 and 2 of the TUF on the passivity rule (i.e. the Company's obligation to refrain from carrying out acts or transactions that may conflict with the achievement of the objectives of a takeover bid), and
do not provide for neutralization rules applicable to limitations on the transfer of securities and voting rights, as well as to multiple voting - provided for by Article 104-bis, paragraphs 2 and 3 of the TUF.
(i) Powers to increase the share capital and authorization to purchase treasury shares (pursuant to Article 123-bis, paragraph 1, letter m), TUF)
1. Powers to increase the share capital pursuant to Article 2443 of the Italian Civil Code

There are no powers to increase share capital.

Share buyback

On 27 April 2023, the Shareholders' Meeting of the Issuer resolved to authorize the governing body to carry out purchase and disposal transactions of treasury shares, in compliance with the current EU and national regulations and the market practices accepted and acknowledged by CONSOB, mainly for:

(i) allowing the conversion of debt instruments into shares;
(ii) facilitating the implementation of management incentive plans;
(iii) providing liquidity to the market;
(iv) setting up a so-called "shares stock" that could be used for future extraordinary financial transactions;
(v) employing excess liquid resources;
(vi) optimizing the capital structure; and
(vii) remunerating shareholders in ways other than dividend distribution.

In view of the upcoming expiration of such authorization on 27 October 2024, the Board of Directors on 18 March 2024 resolved to submit a proposal to the Shareholders' Meeting of 19 April 2024:

1. to revoke, as of the date of the relevant Shareholders' resolution, for the part not yet executed, the resolution on the authorization to purchase and dispose of treasury shares adopted by the Ordinary Shareholders' Meeting of 27 April 2023;
1. to authorize, pursuant to and for the purposes of Article 2357 et seq. of the Italian Civil Code and Article 132 of Legislative Decree no. 58 of 24 February 1998, the purchase of the Company's treasury shares, on one or more occasions, up to a maximum amount such that, taking account of the ordinary Neodecortech shares held in the portfolio by the Company and its subsidiaries, the total number of ordinary Neodecortech shares held in the portfolio as a result of the purchases does not exceed 10% of the Company's share capital from time to time, for the period of 18 months starting from the date of the relevant resolution of the Shareholders' Meeting (thus until 19 October 2025, the expiration

date of the authorization), subject to the following terms and conditions:

a. the purchase may be made:
- to give effect to any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
- for storage and subsequent use (so-called "shares stock"), including: consideration in extraordinary transactions, including exchange or sale of equity investments, to be carried out by exchange, contribution or other act of disposal and/or use, with other parties, including allocation to service bonds convertible into shares of the Company or bonds with warrants;
- for use to service remuneration and incentive plans based on financial instruments intended for directors and employees of the Company and/or companies directly or indirectly controlled by it, either through the free grant of purchase options or through the free allocation of shares (so-called stock option and stock grant plans) pursuant to Article 114-bis of the TUF, as well as plans for the free allocation of shares to shareholders;
b. the purchase shall be made in compliance with the requirements of law and, in particular, articles 2357 and 2357-ter of the Italian Civil Code, Article 132 of the TUF, Articles 144-bis and 144-bis.1 of the Issuer Regulation, of Regulation (EU) no. 596 of 16 April 2014, of Delegated Regulation (EU) no. 1052 of 8 March 2016, as well as with accepted market practices, and may take place in accordance with one or more of the methods set forth in Article 144-bis, first paragraph, letters a), b) and d) of the Issuer Regulation;
c. the purchase price of each share shall not be less than the official stock market price of the Neodecortech share on the day prior to the day on which the purchase transaction will be carried out, decreased by 10%, and not higher than the official stock market price on the day prior to the day on which the purchase transaction will be carried out, increased by 10%, without prejudice to the application of the additional terms and conditions set forth in Article 3 of Delegated Regulation (EU) no. 1052 of 8 March 2016;
d. the maximum number of shares purchased may not exceed one-tenth of the Company's share capital, including any shares held by the Company and its subsidiaries.
1. to authorize the Board of Directors, pursuant to Article 2357-ter of the Italian Civil Code, to dispose for the purposes indicated above, in whole and/or in part, on one or more occasions, without time limits, of the treasury shares in portfolio even before having completed the purchases, establishing the price and manner of disposal and making any necessary or appropriate accounting entries, in compliance with applicable regulations, accepted market practices and the accounting standards applicable from time to time, by selling them on the market, in blocks or otherwise off the market, or by transferring any rights in rem and/or personal rights thereto (including, purely by way of example, stock lending), also granting the governing body the power to establish, in compliance with the law and regulations, the time limits, procedures and conditions of the disposal of treasury shares deemed to be more appropriate in the interest of the Company, with the power to appoint special

proxies to execute the acts of disposal referred to in the relevant resolution, as well as any other formality relating thereto, it being understood that the disposal of the shares in portfolio shall be made at a price not lower by 10% than the average of the official prices recorded on the electronic stock market in the five days prior to the sale. This price limit may be waived in the event of exchange or sale of treasury shares in the framework of the implementation of industrial and/or business projects and/or projects of interest for the Company, in the event of disposal of shares in execution of incentive programs and, in any case, of plans pursuant to Article 114-bis of the TUF, in the event of the fulfilment of obligations arising from debt instruments convertible into equity instruments, and in the event of assignment of shares to shareholders free of charge.

At the date of this Report, it holds 355,000 Treasury Shares, equal to 2.497% of the share capital.

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

The Issuer is not subject to direction and coordination by other person or entity.

Indeed, the Issuer believes that there is no activity typically entailing direction and coordination by the majority shareholder, pursuant to Article 2497 et seq. of the Italian Civil Code, since, by way of example and without limitation:

(i) Finanziaria Valentini does not exercise any significant influence on the management strategies and operations of the Issuer, but restricts its relations with the Issuer to the normal exercise of administrative and financial rights pertaining to the status of holder of voting rights. There is no overlapping of members of the administrative, management and supervisory bodies between the two companies (except for Gianluca Valentini, non-executive Director);
(ii) the Issuer does not receive and is not subject in any way to directives or instructions on financial or credit matters from Finanziaria Valentini;
(iii) the Issuer has an organizational structure in place composed of skilled professionals who, based on the powers granted and the positions held, operate independently in line with the indications given by the Board of Directors;
(iv) the Issuer prepares the strategic, business, financial and/or budget plans of the Issuer and the Group independently and carries out their implementation likewise;
(v) the Issuer operates in full negotiating autonomy in its dealings with customers and suppliers, without any external interference from Finanziaria Valentini.

At the date of this Report, it should also be noted that: (i) there are no acts, resolutions or notices of Finanziaria Valentini that could reasonably lead to believe that the Issuer's decisions are the result of an imposing and binding will of the parent company; (ii) the Issuer does not receive from Finanziaria Valentini cash pooling services or other financial assistance or coordination functions; (iii) the Issuer is not subject to regulations or policies imposed by Finanziaria Valentini.

* * *

Lastly, the Issuer points out that:

the information required by Article 123-bis, paragraph one, letter i) of the TUF ("agreements between the company and the directors […] providing for indemnities in case of resignation or dismissal without just cause or if the employment relationship ceases following a takeover bid") is detailed in the Report on Remuneration Policy and Compensation Paid; and
the information required by Article 123-bis, paragraph one, letter l) parts I and II of the TUF ("rules applicable to the appointment and replacement of Directors, and to the amendment of the Bylaws, if other than the laws and regulations applicable on a supplementary basis") is detailed in the section of this Report on the Board of Directors⁸ .

⁸ See paragraph 4.2 of this Report.

3. COMPLIANCE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A) PART ONE, TUF)

The Company complies with the Corporate Governance Code and, specifically, during the Year, with the version of the Corporate Governance Code dated January 2020⁹ , available on the website of Borsa Italiana at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf.

The Company's corporate governance system is grounded upon on a set of rules that takes account of the guidelines defined by the regulatory bodies and the standards recommended by the market. This system was created from the evolution of the Group's activities, as well as from the Principles and Recommendations contained in the Corporate Governance Code.

In the following paragraphs of this Report - according to the "comply or explain" principle of the Corporate Governance Code pursuant to Article 123-bis of the TUF - reference will be made to any Principles and Recommendations of the Corporate Governance Code which the Company has, to date, not yet partly or fully complied with.

* * *

Neodecortech and the strategically relevant Group companies are not subject to non-Italian legal provisions that affect the Issuer's corporate governance structure.

⁹ The Company, which already complied with the July 2018 version of the Corporate Governance Code, by resolution of the Board of Directors of 10 December 2020, adopted the Corporate Governance Code effective 1 January 2021, in accordance with applicable legal requirements, giving disclosure to the market in the press release issued on 10 December 2020.

4. BOARD OF DIRECTORS

4.1. Role of the Board of Directors

The Company is managed by the directors, who carry out the operations required to implement the corporate object.

Pursuant to the Bylaws, the Board of Directors is vested with all powers for the management of business, with no distinction and/or limitation for acts of so-called ordinary and extraordinary administration. To this end, the Board of Directors may pass resolutions or perform all acts it deems necessary or useful for implementation of the corporate object, with the exception of those reserved to the Shareholders' Meeting by law or by the Bylaws.

In accordance with Principles I, II, III and IV of the Corporate Governance Code, the Board of Directors:

guides the Issuer towards sustainable success;
defines the strategies of the Issuer and its Group in line with the pursuit of sustainable success, overseeing their implementation;
defines the corporate governance system that is most suitable for carrying out business and pursuing its strategies: (i) by taking account of the scope of autonomy provided by the legal system; and (ii) if the case, by assessing and promoting suitable changes and submitting them to the Shareholders' Meeting, when required;
promotes, in the most appropriate forms, dialogue with the shareholders and other stakeholders that are relevant for the Issuer.

Specifically, pursuant to the Bylaws, the Regulation for the Operation and Organization of the Board of Directors approved by the Board of Directors on 30 March 2023, the applicable provisions of law and in line with the Principles and Recommendations of the Corporate Governance Code, the following matters are reserved to the Board of Directors, with the support of the relevant internal committees:

(i) the definition and assignment of management powers and the identification of, among others, who among the executive directors holds the office of Chief Executive Officer;
(ii) the review and approval of the Company's and the Group's business plan, including on the basis of the analysis of issues relevant for the generation of long-term value carried out with the support, where necessary, of the Control, Risk and Sustainability Committee;
(iii) periodic monitoring of the implementation of the business plan, and the assessment of the general performance of operations, periodically comparing the results achieved with those planned;
(iv) the definition, assisted by the Control, Risk and Sustainability Committee, of the nature and level of risk compatible with the Company's strategic objectives, including in its assessments all those elements that may be relevant with a view to creating long-term value for the benefit of shareholders and pursuing the sustainable success of the Company, taking account of the interests of the Company's other relevant stakeholders;
(v) the definition of the Company's corporate governance system and Group structure, and assessment of the adequacy of the organizational, administrative, and accounting structure of the Company and

its strategic Subsidiaries, with particular Regard to the internal control and risk management system;

(vi) resolution on transactions of the Company and its subsidiaries that have material strategic, operating, capital or financial significance for the Company;
(vii) the adoption of regulations, procedures and internal policies deemed necessary or appropriate for the organization of the company, or for compliance with the law or compliance with the Corporate Governance Code, including but not limited to:
- (a) a regulation setting the rules of operation of the Board of Directors and Committees;
- (b) a procedure governing related party transactions carried out by the Company, either directly or through subsidiaries;
- (c) a procedure, upon proposal of the Chairman, expressed in alignment with the Chief Executive Officer, for the internal management and external disclosure of inside information in accordance with the law;
- (d) a policy adopted upon proposal of the Chairman, expressed in alignment with the Chief Executive Officer - for managing dialogue with all the shareholders, also taking account of the engagement policies adopted by institutional investors and asset managers.
(viii) the promotion, in the most appropriate forms, of dialogue with shareholders and other stakeholders relevant to the Company;
(ix) the periodic assessment of the independence of each non-executive director;
(x) the establishment of a guideline outlining the maximum number of directorships on boards of directors or supervisory bodies in other listed or significant companies that can be deemed compatible with the effective performance of the Company's directorship role, while considering the responsibilities resulting from such a role;
(xi) the establishment of a guideline for each renewal period, outlining the ideal quantitative and qualitative composition of the Board of Directors, based on the results of the self-assessment; identifying the professional profiles that are deemed suitable for the Board, as well as the diversity criteria, including gender, that should guide its composition. This guideline is published on the Company website well in advance of the publication of the notice of call of the Shareholders' Meeting called to decide on the renewal of the body;
(xii) the determination of diversity criteria to guide the composition of the Board of Directors and the Board of Statutory Auditors, taking into consideration the Company's ownership structure, and identification of the most suitable means of implementing these criteria;
(xiii) the adoption of measures aimed at promoting equal treatment and opportunities between genders within the entire company organization, overseeing their actual implementation;
(xiv) the appropriate internal division of its functions and the establishment of committees;
(xv) upon proposal of the Chairman, the appointment and removal of the Secretary;
(xvi) where appropriate, the determination of the budgets of the Committees and the Secretary;

(xvii) the definition, updating and implementation of any succession plan for the Chief Executive Officer and other executive directors, identifying at least the procedures to be followed in the event of early termination of office, as well as the possible definition of procedures for the succession of top management and any additional figures identified as key roles for corporate operations;
(xviii) the identification of director candidates in the case of co-option, assisted by the Remuneration and Appointments Committee;
(xix) the periodic assessment of the effectiveness of its activities and the contribution made by its individual components;
(xx) with regard to remuneration:
- (a) the formulation and approval of a remuneration policy for the Board of Directors, members of the Board of Statutory Auditors, and Top Management, aimed at promoting sustainable success while considering the necessity of retaining and motivating individuals with the required competence and professionalism for their respective roles in the Company;
- (b) the supervision of the implementation of and compliance with the remuneration policy, with particular attention to ensuring that the remuneration paid and accrued aligns with the principles and standards outlined in the policy, in light of the results achieved and other circumstances relevant to its implementation;
- (c) the development and approval, or submission to the Shareholders' Meeting, of long-term or short-term remuneration plans based on financial or monetary instruments for directors and top management;
- (d) the assessment, assisted by the Remuneration and Appointments Committee, of the achievement of performance objectives;
- (e) the determination, having reviewed the proposals of the Remuneration and Appointments Committee and having heard the Board of Statutory Auditors in accordance with Article 2389, third paragraph, of the Italian Civil Code, if the Shareholders' Meeting has not already done so, of the division of the overall compensation due to the members of the Board of Directors;
- (f) the approval, upon the proposal of the Remuneration and Appointments Committee, of exceptions to the remuneration policy, subject to the favourable opinion of the Related Party Committee, in the cases and in the manner permitted by the provisions in force, including the RPT Procedure;
(xxi) with regard to the internal control and risk management system:
- (a) the definition of the guidelines of the internal control and risk management system in line with the Company's strategies, so that the main risks affecting the Company and its subsidiaries are correctly identified and appropriately measured, managed and monitored, determining the level of compatibility of such risks with management of the company that is consistent with the strategic objectives;
- (b) the assessment, at least annually, of the adequacy and effectiveness of the internal control and risk management system in relation to the characteristics of the Company and the risk

profile, as well as its effectiveness;

(c) the appointment and removal, after hearing the Board of Statutory Auditors, of the Head of Internal Audit, as well as the definition of his/her tasks and remuneration consistent with company policies, ensuring that he/she is provided with adequate resources to carry out his/her duties, and the assessment, if the internal audit is entrusted, as a whole or for specific audit activities, to a person outside the Company, that he/she has adequate professional, independence and organizational requirements (adequate justification for this decision shall be provided in the corporate governance report);
(d) the evaluation of the suitability of implementing measures to guarantee the efficiency and unbiased judgment of corporate functions involved in the internal control and risk management system (excluding internal audit), such as risk management and oversight of legal and non-compliance risks, ensuring they possess sufficient professionalism and resources;
(e) the approval, at least annually, of the work plan prepared by the Head of Internal Audit, after hearing the Board of Statutory Auditors and the Chief Executive Officer;
(f) the assignment to the Board of Statutory Auditors or an ad-hoc body of the supervisory functions under Article 6, paragraph 1, letter b) of Legislative Decree no. 231/2001;
(g) the assessment, after hearing the Board of Statutory Auditors, the findings submitted by the Independent Auditors in the letter of suggestions, if any, and in the report on the main issues resulting from the statutory audit, addressed to the Board of Statutory Auditors;
(h) a description in the corporate governance report of the main features of the internal control and risk management system and the manner of coordination between the parties involved therein, indicating the models and relevant national and international best practices, its overall assessment of the adequacy of the system itself and the decisions made regarding the composition of the supervisory body sub (f);
(xxii) the execution of any additional responsibilities and/or functions assigned to it by the relevant Regulations, as well as by current legislation and the Bylaws, while adhering to the suggestions of the Corporate Governance Code.

In line with the Code's recommendations, during the Year, the Board of Directors periodically assessed the general performance of operations, pursuant to Article 2381 of the Italian Civil Code, taking account of the information received from the managing directors and periodically comparing the results achieved with those planned.

While referencing the relevant Sections of this Report for the key activities carried out by the Board in the above areas during the Year, mention should be made of the following.

With regard to the functions referred to in (iii) above, in assessing the general performance of operations, the Board took account of the disclosure provided by the Chief Executive Officer, and periodically checked the results achieved against those envisaged in the budget approved by him and any subsequent updates thereto.

Regarding the functions referred to in (iv) and (xxi), in referring to the specific contents in Section 10 of this Report for the activities and assessment made by the governing body, it should be noted that the Board of Directors assessed on a quarterly basis, assisted by the Control, Risk and Sustainability Committee, the nature and level of risk consistent with the Company's strategic objectives, including in its assessments all risks that may be significant for the Company from a sustainability point of view in the medium to long term.

With regard to the functions referred to in (v) above, the Board of Directors, at its meeting in March 2024, referring to the documents made available to it by the relevant bodies from time to time, based on the findings of the activities carried out by the internal auditing department, the audits carried out by the Financial Reporting Manager and the Supervisory Board, having heard the Control, Risk and Sustainability Committee, carried out the appropriate checks and assessments on the adequacy of the Company's organizational, administrative and accounting structure prepared by the Chief Executive Officer, with particular regard to the internal control and risk management system in accordance with Recommendation 1, letter d) of the Code. At this meeting, the Board assessed the Company's organizational, administrative, and accounting structure prepared by the Chief Executive Officer as adequate, with particular regard to the internal control and risk management system.

With regard to the assessment, reserved exclusively to the Board as a whole, contained in the above point (vi), at the date of this Report, the Board of Directors: (a) has identified both CDG and BEG as strategic Subsidiaries; (b) has not expressly established general criteria to identify those transactions that have a significant and strategic importance in terms of operating results, capital or financial position for the Issuer and its Subsidiaries, but assesses each single case taking account of the financial soundness of the Issuer and the companies belonging to the Group, as well as the strategic objectives and the relevant socio-economic context.

4.2. Appointment and replacement (pursuant to Article 123-bis, paragraph 1, letter l) part one of the TUF)

Pursuant to Article 20 of the Bylaws, the Company is managed by a Board of Directors composed of 5 (five) to 9 (nine) members, appointed by the Shareholders' Meeting. The members of the Board of Directors, who may also be non-members, remain in office for three financial years or for the shorter period established by the Shareholders' Meeting and may be re-elected.

Before the appointment, the Shareholders' Meeting determines the number of members of the Board of Directors and the term of office of the directors within the abovementioned limits.

Under the Company's Bylaws, directors are appointed through the list voting system. Under Article 20, directors are appointed on the basis of lists submitted by shareholders who own, alone or jointly, 2.5% - or any different percentage set out by the applicable provisions10 - of the share capital with voting rights in the Meetings' resolutions on the appointment of the members of the governing body.

Each shareholder, as well as the shareholders belonging to the same Group, the shareholders who are members of the same shareholders' agreement pursuant to Article 122 of the TUF, the controlling entity, the subsidiaries and those subject to joint control pursuant to Article 93 of the TUF, may not submit or take part in the submission of more than one list, neither through a third party nor a trust company, nor vote for

¹⁰ Through Executive Resolution no. 92 of 31 January 2024, the Head of the Corporate Governance Division of CONSOB established that the minimum stake required for the submission of lists of candidates for the election of the governing and supervisory bodies of the Issuer is 2.50% of the share capital.

different lists, and each candidate may be included in one list only, under penalty of ineligibility. Nominations filed and votes cast in violation of the prohibition are not assigned to any list.

The lists shall include a number of candidates not exceeding the number of members to be elected, listed in sequential order. Directors shall satisfy the requirements of the legal regulations in force at the time and of the Bylaws. Moreover, the Bylaws provide that a certain number of directors not less than the minimum provided by the applicable legal and regulatory provisions shall qualify as independent as set out in Articles 147-ter, paragraph four and 148, paragraph three of the TUF and in the Corporate Governance Code issued by Borsa Italiana (to be intended now as a reference to the requirements of the Corporate Governance Code).

The lack of the requirements for the office shall result in a loss of the office itself, it being noted that the loss of the above independence requirements by a director, without prejudice to the obligation to immediately notify the Board of Directors, shall not result in a loss of office if the requirements pertaining to the minimum number of directors with these requirements are maintained, in accordance with the legal provisions in force at the time.

Each candidate may appear in one list only, under penalty of ineligibility. The lists are filed at the registered office at least 25 (twenty-five) days before the date set for the Shareholders' Meeting held to resolve on the appointment of the governing body, and made publicly available at the registered office, on the Company website and according to the other procedures provided for by applicable legal and regulatory provisions, at least 21 (twenty-one) days before the date of the Meeting. The lists indicate which Directors meet the independence requirements established by law, the Bylaws and the Corporate Governance Code.

Moreover, the lists that contain 3 (three) or more candidates shall include candidates of different gender, as provided for in the notice of call of the Meeting, so as to allow the Board of Directors to be composed in accordance with the provisions on gender balance set out in the legal and regulatory provisions in force from time to time and in the Corporate Governance Code.

Each list shall be filed together with (i) information on the identity of the shareholders who have submitted the list and the overall percentage of share capital held; (ii) the professional curricula of each candidate, containing detailed information on personal (including gender) and professional details, as well as an indication of the management and supervisory positions held; (iii) the statements that each candidate accepts the nomination and states, under his/her own responsibility, that there are no reasons for his/her incompatibility or ineligibility, and that he/she complies with the requirements set out by law in force for holding the office of director; (iv) the independence statements issued in compliance with the applicable legal and regulatory provisions.

Pursuant to and for the purposes of Article 2383 of the Italian Civil Code, the appointment is, in any case, preceded by the submission of a statement by each person concerned, that there are no grounds for ineligibility as envisaged by Article 2382 of the Italian Civil Code, and that no disqualification from holding the office of director has been imposed against him/her in a EU Member State.

In order to prove the entitlement to submit lists, reference shall be made to the number of Shares registered in favour of the shareholder on the day when the lists are filed with the Company. In order to prove the ownership of the number of shares required to submit the lists, the shareholders who participate in the submission of the lists shall submit or have delivered to the registered office a copy of the relevant certification issued by the intermediary authorized by law, which proves the ownership of the number of shares required to submit the list at the time of filing with the Company. The notice certifying ownership of

said stake - issued by an authorized intermediary - may be received by the Company also after the filing of the lists, provided that it is received at least 21 (twenty-one) days before the date of the Shareholders' Meeting.

Lists which are submitted in breach of the above provisions are deemed not to have been submitted. Each shareholder may vote for one list only.

The Bylaws do not envisage for the outgoing Board of Directors to submit a list. Members of the Board of Directors are elected as follows:

(i) all the directors to be elected except one shall be taken from the most-voted list ("Majority List"), in the sequential order appearing in the list;
(ii) the remaining director shall be taken from the most-voted minority list that was submitted by shareholders who are not connected in any way, not even indirectly, with the shareholders who submitted or voted the most-voted list.

For the purpose of the allocation of the directors to be elected, no account shall be taken of the lists that have not obtained a percentage of votes equal to at least half of the percentage required by the Bylaws for the majority of the lists. If no list other than the Majority List obtains this percentage of votes, the Director referred to in point (ii) shall be drawn from the Majority List. In the event of a tie between lists, the list submitted by shareholders holding the largest stake, or secondarily, by the highest number of shareholders, shall prevail. If only one list is submitted, the Board of Directors shall be composed of all the candidates on the single list.

If the candidates elected according to the abovementioned procedures do not ensure the appointment of the required number of Directors belonging to the less represented gender or the minimum number of Independent Directors required by law, depending on the number of members of the Board of Directors in compliance with the law in force at the time, the candidate elected as last in sequential order in the mostvoted list shall be replaced with the first candidate - depending on the case - of the less represented gender and/or independent according to the sequential order in which they were listed, or, failing that, with the candidate - depending on the case - of the less represented gender and/or independent not elected from the other lists according to the sequential order in which they were listed, based on the number of votes obtained by each of them.

This procedure shall be applied until the composition of the Board of Directors complies with the regulations in force at the time. Lastly, if this procedure does not ensure the specified outcome, the replacement shall be implemented by means of a resolution of the Shareholders' Meeting, approved with a relative majority and following the submission of candidates who comply with the necessary requirements.

If no list is submitted or admitted, the Shareholders' Meeting shall resolve with the majorities required by law, without complying with the abovementioned procedure, so as to ensure the presence of the required number of Directors who meet the independence requirements set out by law and compliance with applicable legislation in force at the time on gender balance. The list voting procedure applies only in case of appointment of the entire Board of Directors. The Issuer is not subject to further regulations regarding the composition of the Board of Directors, specifically with regard to the representation of minorities and/or the number and characteristics of directors.

If, during the Year, one or more directors cease to hold office for any reason whatsoever, provided that the majority is still made up of directors appointed by the Shareholders' Meeting, the Board of Directors shall replace them by co-opting candidates with the same qualifications, appointing, according to the sequential order, candidates belonging to the list from which the directors ceased to hold office were drawn, provided that such candidates are still eligible and willing to accept the office.

In any case, the Board of Directors shall replace the Directors who have ceased to hold office so as to ensure (i) the presence of the required number of Directors who meet the independence requirements set out by law and (ii) compliance with the applicable legislation in force at the time on gender balance.

If, for any reason, the majority of Directors appointed by the Shareholders' Meeting falls vacant, the entire Board shall be deemed to have resigned and the Shareholders' Meeting shall be convened without delay by the Directors still in office in order to reconstitute the Board.

4.3. Composition (pursuant to Article 123-bis, paragraph 2, letters d) and d-bis) of the TUF)

The Ordinary Shareholders' Meeting held on 27 April 2022, after setting the number of directors to 9 (nine), elected, through the list voting system, the current Board of Directors of the Company, whose composition and seniority of office are shown in Table 2 ("Structure of the Board of Directors at the end of the financial year"), in office until the approval of the financial statements for the year ending 31 December 2024.

Name and Surname	Office
Luca Peli	Chairman of the Board of Directors
Luigi Cologni	Chief Executive Officer
Massimo Giorgilli	Executive Director
Gianluca Valentini	Director
Adriano Bianchi	Independent Director
Sara Bartolini	Independent Director
Vittoria Giustiniani	Director
Ida Altimare	Independent Director
Cinzia Morelli	Independent Director

At the date of this Report, the Board of Directors of the Company is composed as follows:

All members, whether executive or non-executive, have the professional qualities and skills commensurate with the tasks assigned to them; specifically, the number and skills of the non-executive Directors are such as to ensure a significant weight in the process of taking board resolutions and to guarantee an effective monitoring of management.

The current Board of Directors consists of four Independent Directors.

The Board committees established by the Board of Directors pursuant to the Code are composed of a majority of Independent Directors.

Two lists were submitted at the Shareholders' Meeting held on 27 April 2022:

list no. 1, submitted by the controlling shareholder Finanziaria Valentini, holder of a total of 8,325,385 ordinary shares of the Company, with no par value, representing 58.55516% of the shares with voting rights;

the single list of shareholders Hi Algebris Italia Eltif; Anima Sgr S.P.A. fund manager Anima Iniziativa Italia; Arca Fondi Sgr S.P.A. fund manager: Fondo Arca Economia Reale Opportunità Italia, Fondo Arca Economia Reale Equity Italia, Fondo Arca Azioni Italia; BancoPosta Fondi S.p.A. SGR fund manager Bancoposta Rinascimento fund; Fideuram Intesa San Paolo Private Banking Asset Management Sgr S.p.A. fund manager: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 50; Interfund Sicav - Interfund Equity Italy; Mediolanum Gestore Fondi Sgr S.P.A., fund manager Mediolanum Flessibile Sviluppo Italia, holders of no. 1,278,521 ordinary shares of the Company, with no par value, equal to 8.99226% of the shares with voting rights.

With regard to independence requirements, at the most recent meeting held on 28 April 2022, the Board of Directors assessed that Directors Bianchi, Bertolini, Altimare and Morelli complied with the independence requirements set out in the combined provisions of Article 147-ter, paragraph four, and Article 148, paragraph three of the TUF and the provisions of the Corporate Governance Code. This assessment was made through specific questionnaires filled by the Independent Directors, in which they stated the satisfaction of the abovementioned requirements.

At the same meeting, the Board of Directors assessed that all its members complied with the integrity requirements pursuant to the combined provisions of Articles 147-quinquies and 148, paragraph four of the TUF.

At its meeting on 18 March 2024, the Board of Directors performed an annual evaluation to determine whether Directors Bianchi, Bertolini, Altimare, and Morelli still met the independence requirements, which was positive.

As far as the Issuer is aware, there are no family relationships between the members of the Board of Directors, the members of the Board of Statutory Auditors or the Top Management. Subsequent to the appointment of the Board of Statutory Auditors currently in office, which took place on 27 April 2023, the Chairman of the Board of Directors assessed the absence of family relationships between the members of the Board of Directors, the members of the Board of Statutory Auditors or Top Management.

The following is a brief curriculum vitae of each director, which shows their expertise, professional characteristics and experience gained in business management.

Luca Peli: graduated in Electronic Engineering at the University of Bologna. After a three-year experience as a product engineer at SASIB S.p.A., a leading company of the CIR group owned by Mr. De Benedetti, in 1979 he started his career as an entrepreneur by establishing HS Elettronica Progetti SPA, becoming its Chairman. In 1989, he sold the majority share of HS Elettronica Progetti to FORNARA S.p.A., which appointed him CEO of the automation division. In the same year, he managed the consolidation process of the plant engineering hub at Fornara and founded Paritel S.p.A. in Bologna, controlling the company until 2015, becoming its Chairman. Since 2017 to date, he has put his longstanding experience at the service of entrepreneurs and private investors by focusing on change management activities, aimed both at reorganization and relaunch processes and at preparing for M&A transactions.

Luigi Cologni graduated in Economics at the University of Bergamo in 1987, and in 1990 obtained a Master in Business Administration from the Bocconi University of Milan. From 1987 to 1989, he worked in the banking industry. From 1991 to March 1997 he was CEO and General Manager of Nicolini Cucine S.p.A. and Ernestomeda S.p.A.. From April 1997 to August 2005, he was General Manager of the kitchen division of

Poliform S.p.A.. In addition to his position at the Issuer, where he is also Investor Relator, he is a member of the Board of Directors of CDG.

Massimo Giorgilli graduated in Law in 1996 at the La Sapienza University of Rome. In 1998, he obtained a Master in Business Administration at the LUISS Guido Carli University of Rome. After a brief stint with a law firm, he later established a consulting firm. In 2002, he started his own business in the paper manufacturing industry, dealing with management control. He was a member of the board of directors of Banca di Credito Cooperativo di Fiuggi from 2006 to 2009 and president of the Fil consortium. Cart from 2009 to 2014. In 2003, he joined the Group as CFO of CDG, later becoming its Executive Director. In addition to the position held within the Issuer, he is CEO of CDG, Sole Director of BEG and Chairman of Unindustria Roma-Frosinone-Latina-Rieti-Viterbo for the graphic and printed paper sector.

Gianluca Valentini graduated in Philosophy at the University of Bologna in 1988, and earned a Master in Philosophy M.A. from Indiana University in 1989 and an MBA from Bocconi University in 1991. Subsequently, he was member of the Board of Directors and Attorney, among others, of Finanziaria Valentini S.p.A., Valfina S.r.l. and Industrie Valentini S.p.A..

Adriano Bianchi received a degree cum laude in business administration from the Luigi Bocconi University of Milan in 1981 and a master degree in international finance cum laude from the New York University Stern School of Business in New York in 1987 where he also worked as a research assistant to Prof. Edward I. Altman in the field of High Yield Bonds. From 2007 to 2021, he was Managing Partner and head of the Italian practice of Alvarez & Marsal and, from May 2021, member of the European management committee of Alvarez & Marsal Restructuring (A&M) in London; he boasts over 35 years of managerial experience as CEO, General Manager, Chief Financial Officer, Chief Restructuring Officer, Finance Director and board member in listed and unlisted companies, industrial multinationals, financial institutions and service companies. Before joining A&M, and until 2007, Adriano Bianchi was CEO of Impregilo International NV (The Netherlands), the holding company of Impregilo S.p.A.'s concessions business (now part of WeBuild Group). From 2001 to 2005, he was CEO of Mirant Italia as well as member of the Executive Committee and of the Board of Directors of Mirant Europe (Netherlands), the European holding company of the eponymous US group, listed in New York, active in the energy production and trading field. From 1981 to 1995 and from 1998 to 2001, he was with the Techint Group during the final period as General Manager and Chief Financial Officer of Techint Finanziaria in Milan, the European holding company of the Techint Group, a plant engineering and industrial group at the head of Tenaris and Ternium, both listed on the New York Stock Exchange. He was also Finance Director of Techint International Construction Corp. in Buenos Aires, a company operating in large infrastructure works at international level. From 1995 to 1997, he worked in London as Executive Director of WestMerchant Bank (later acquired and merged into WestLB Group), where he headed the Project and Export Finance department for Latin America.

Sara Bertolini graduated in Economics at the University of Parma and at the University of Wales College of Cardiff in 1995. In 2022, she earned an MBA from the Milan Polytechnic. From 1996 to 1997, she developed the "Max&Co" branded franchise network in Europe and worldwide as a member of the business development team of the franchise division of Max Mara Fashion Group. In 1998, she joined Ernst&Young, covering roles of increasing responsibility as Senior Manager of the Audit&Assurance and Transaction Advisory Services practices, until becoming Partner of the Turnaround and Restructuring business line in 2007. From 2018 to June 2022, she worked with DeA Capital Alternative Funds SGR S.p.A., serving as Managing Director of Corporate Credit Recovery - Investment Fund II (CCR II). In June 2022, she joined Sirti

to lead Transformation and Strategic Planning, and in September of the same year, she was appointed Group Chief Financial Officer.

Vittoria Giustiniani graduated magna cum laude in Law at the University of Milan in 1989, and then qualified as a lawyer in 1993. A lawyer specialized in Corporate Law, Debt Restructuring, Capital Markets and Corporate Restructuring, she is an Equity Partner at Bonelli Erede Lombardi Pappalardo Law Firm and practices at the Milan office. She has been a partner of BonelliErede since 1 January 2000. She advises listed companies on specific matters of corporate governance and compliance with the regulations and best practices of public companies, and assists in IPOs, public purchase and/or exchange offers, placements of financial instruments and public M&As.

Ida Altimare, after working extensively with Bayer S.p.A. from 1974 to 2001 in roles of increasing responsibility, such as Product Manager and Head of Controlling, was appointed Chief Executive Officer of Polymer Latex S.r.l. and director of the German parent company in 2002. Following the sale of the company to the Synthomer Group in 2011, Ida Altimare retained her position as Chief Executive Officer of the Italian subsidiary Synthomer S.r.l. and in 2013 took on the role of Vice President of Global Human Resources, as well as a member of the Board of Directors of the parent company Synthomer plc. in London. In 2015, in addition to the positions already held, Ida Altimare was appointed Chief Executive Officer of the German headquarters Synthomer Deutschland GmbH, as well as Director of Human Resources EMEA. Following several acquisitions since 2016, she was also appointed Chief Executive Officer of Synthomer Speciality Resins Srl (province of Cuneo) and Synthomer Leuna, GmbH, in Germany. After her retirement in 2017, Ida Altimare served as a consultant. In 2020, she was appointed Lead Independent Director of Caleffi S.p.A.

Cinzia Morelli graduated in Modern Languages at the University of Milan, and from 1985 to 2004 built up significant experience in marketing with various Italian and foreign companies. In 2004, she joined Heineken (Amsterdam) in roles of increasing responsibility, until becoming Senior Director Global Marketing and member of the Global Commerce Board in 2015. In 2016, she founded "The Marketing Capability Academy", advising multinational companies on marketing, with a focus on strengthening the effectiveness of marketing strategies and investment profitability. Concurrently, in 2017 she became Senior Advisor with Kearney and the Cannes Lions International Festival of Creativity (part of Ascential Group), and in 2018 was appointed member of the Board of Directors of Safilo Group S.p.A., where she is Chairman of the Remuneration and Appointments Committee and member of the Related Party Transactions Committee.

There have been no changes in the composition of the Board of Directors since the Shareholders' Meeting of 27 April 2022.

4.3.1. Diversity criteria and policies in the Board composition and corporate organization

Under Article 20 of the Bylaws, the composition of the Board of Directors is required to ensure a balance between the male and female genders and that the lesser represented gender obtain at least one elected director.

With regard to the current composition of the Board of Directors, it should be noted that the Directors have a background covering economic, legal, financial and management subjects, as well as those more specifically related to the business of the Company and the Group.

The Company's objective is therefore to ensure the adequacy of the composition of its Board of Directors in terms of gender representation, as well as the skills and professional qualities of its members. With particular

regard to gender diversity, it should be noted that at the date of this Report, four out of nine Directors belong to the least represented gender, in compliance with the law.

While the Company has not adopted diversity policies in relation to the composition of its management and administrative bodies, the current composition of the Board of Directors is adequately diversified in terms of age, gender and educational and professional background, as shown by the Directors' curricula. Therefore, this aspect is adequately covered.

With regard to the subject of diversity, the current composition of the Company's corporate bodies is as follows: (i) 4 female directors out of 9 (2/5, rounded up) on the Board of Directors; (ii) the Board of Statutory Auditors is composed of 2 women (among whom the Chair) and 1 man; (iii) with regard to age, the directors are aged between 53 and 71; specifically, 3 directors are aged between 65 and 71, 4 directors are between 64 and 60, and 2 directors are between 55 and 53; (iv) the directors are Italian but also have international experience; (v) regarding their professional expertise, the members comprise individuals from diverse backgrounds, including finance, international retail, senior management, economics professors, and legal professionals.

Diversification makes the decision-making process more effective and exhaustive, and allows for deeper interaction within the corporate bodies, leveraging on the different skills and experiences gained by the Directors.

In order to promote, develop and preserve diversity, fairness and inclusion, as well as to enhance human capital, and in order to implement the principles set out in the Code of Ethics - available on the Company website, Investors/corporate governance/etica e compliance section - the Issuer adopted a "Diversity and inclusion policy", which applies to employees, associates and, in general, to all those who work with the Company. This policy is intended to guarantee equal opportunities and illustrates the initiatives that the Issuer implements to protect diversity in the various aspects related to personnel management policies. The document is communicated and disseminated within the company organization and made available on the website, Downloads/Sostenibilità section.

4.3.2. Maximum number of positions held in other companies

On 30 March 2023, in accordance with the requirements of the Corporate Governance Code, the Directors shared their views on the maximum number of directorships and supervisory positions in other listed or significant companies that are compatible with the effective performance of the role of director of Neodecortech.

According to these views:

in addition to the office held in the Company, an executive director should not hold (i) the office of executive director in another company listed on a regulated market or on a multilateral trading system, in Italy or abroad, or in a financial, banking or insurance company, (ii) the office of nonexecutive director or statutory auditor in more than three of the abovementioned companies;
in addition to the office held in the Company, a non-executive director should not hold (i) the office of executive director in more than one other company listed on a regulated market or on a multilateral trading facility, or in more than two financial, banking or insurance companies or companies with equity exceeding € 5 billion, (ii) the office of non-executive director or of statutory auditor in more than five of the abovementioned companies.

Offices held in Group companies shall be excluded from the limit of maximum number of positions held.

The composition of the Board of Directors at the date of this Report complies with the above general criteria.

4.3.3. Quantitative and qualitative criteria for assessing the significance of business, financial, or professional relationships that may compromise a director's independence

In accordance with Recommendation no. 7 of the Corporate Governance Code, Neodecortech's Board of Directors, at its meetings held on 23 February and 28 April 2022, established quantitative and qualitative criteria for assessing the significance of relationships, including business relationships, that may compromise the independence of Directors (the "Significance Criteria" or the "Criteria").

In establishing the Significance Criteria, the Board of Directors has, among other things, taken account of the recommendations set forth in the Code and the clarifications provided in the compilation "Q&A functional to the application of the Corporate Governance Code - 2020 edition" published on the website of the Corporate Governance Committee.

With regard to quantitative aspects, a director who has or has had during the financial year prior to the assessment, directly or indirectly (for instance through subsidiaries or companies of which he/she is a significant representative, or as partner of a professional firm or consulting company) financial, commercial or professional relations with: (i) the Company, its subsidiaries, the entity that controls the Company, and companies subject to common control; (ii) the relevant Executive Directors or top management; (together, the "Relevant Persons") if such relationships have entailed, individually or cumulatively considered, an annual economic recognition of more than 50,000 euros and therefore are to be considered capable of compromising the Director's independence.

Mention should also be made that, where relations with Relevant Persons are held by the Director indirectly, existing relations or relations held during the previous three years which, individually or cumulatively, have entailed a monetary compensation of more than € 70,000 per annum, shall normally be considered significant.

In the event that the Director is also a partner in a professional firm or a consulting company, the professional relationships of the firm and/or the consulting company with the Relevant Subjects that (i) may have an effect with regard to the Director's position or role within the professional firm or consulting firm; or (ii) are otherwise part of major transactions involving the Company and the group it heads also qualify as significant - regardless of the above quantitative criteria and in view of the overall activities carried out by the Director and the tasks normally assigned.

For the purposes of the above, it should be noted that relationships with Relevant Persons held by a close family member of the Director are also significant, meaning: (i) parents, (ii) children, (iii) spouses who are not legally separated and (iv) life partners (the "Close Family Members").

"Significant" shall be deemed to be the additional remuneration received by the director or statutory auditor of Neodecortech (or their respective Immediate Family Members), as applicable, for additional positions in corporate boards, committees or bodies of Neodecortech, its subsidiaries, the entity controlling the Company and companies subject to common control, which, taken together, result in a gross annual amount exceeding the fixed compensation for the office received by the director or statutory auditor whose independence is at issue in Neodecortech (including, if any, the compensation provided for attendance in Board committees, as

well as any compensation envisaged as Chairman or Vice Chairman of the Board of Directors, or as Chairman of the Board of Statutory Auditors).

For the purposes of the above: (a) "fixed remuneration for the office" shall mean: (i) the annual remuneration determined by the Shareholders' Meeting for all the Directors and Statutory Auditors or established by the governing body for all the non-executive directors within the total amount resolved by the Shareholders' Meeting for the whole governing body; (ii) the annual remuneration, if any, attributed by reason of the particular office held by the individual non-executive director within the governing body (Chairman or Deputy Chairman) defined according to the best practices envisaged in the Corporate Governance Code (i.e. taking into account the common remuneration practices in the relevant industries and for companies of similar size, also considering foreign comparables); (b) "compensation envisaged for attendance in Board committees" shall mean any annual compensation that the individual director may receive by reason of attendance in Board committees envisaged in the Corporate Governance Code or committees/bodies provided for by applicable law (including for any attendance of directors or statutory auditors in the supervisory board), excluding in any event any compensation resulting from attendance in any executive committees.

The Company believes that the characteristics of Board disclosure - together with the induction programme held during the term of office of the Board of Directors currently in office - allows the Directors to gain adequate knowledge of the Issuer's segment of operation, and of corporate dynamics, their evolution, in addition to the dynamics underlying and inherent to the listing of the Company and the disclosure obligations, in compliance with the relevant regulatory framework.

4.4. Operation of the Board of Directors (pursuant to Article 123-bis, paragraph 2, letter d), TUF)

On 11 December 2019, the Issuer's Board of Directors adopted the operating procedure "Operation of the Board of Directors" (the "Operating Procedure of the Board of Directors"), in order to adapt the corporate governance rules to the principles set forth in the Corporate Governance Code, as well as to ensure an effective and timely management of Board disclosure and an efficient conduct of the meetings and related minutes. Specifically, the Operating Procedure of the Board of Directors regulates, inter alia: i) the procedures for convening board meetings and the management of pre-Board disclosure, according to which the documents supporting the meetings are made available to the Directors and Statutory Auditors by Administration in a suitable manner so as to ensure maximum confidentiality within 5 (five) calendar days prior to the date of the meeting, except in urgent cases, when the documents shall be made available as soon as possible; ii) the procedures for holding the meetings and passing resolutions; iii) the terms and methods for taking minutes of the meetings and filing the related documents; iv) the confidentiality obligations with regard to the documents and information acquired during the meetings, in compliance with the procedure adopted by the Issuer for the management of inside information.

On 30 March 2023, the Issuer's Board of Directors adopted, in lieu of the Procedure, the Regulation for the Operation and Organization of the Board of Directors, designed to ensure that its functions are performed effectively and efficiently.

The Board of Directors generally meets at least once every three months, following call by the Chairman, by means of a notice that shall indicate the items on the agenda to discuss and resolve upon, based on a calendar that is adopted by the end of each year, as well as:

whenever the Chairman deems it necessary;
when requested by at least two of its members;

when requested by a member of the Board of Statutory Auditors, in all cases provided for by law.

Individual Directors may also request the Chairman to include new items for discussion on the agenda, and if the request is not granted, the Chairman shall inform the Director in a timely manner.

Pursuant to the Bylaws, the Board of Directors is convened by means of a written notice containing the agenda, sent also by fax or e-mail only, to be sent at least 5 (five) days in advance to each member of the Board of Directors and each Standing Auditor or, in case of urgency, at least 24 hours before the time set for the meeting.

Meetings of the Board of Directors are considered legitimately convened, even in the absence of a formal call, when all the Directors and all the Standing Auditors are in attendance.

Minutes of each meeting of the Board of Directors shall be taken, signed by the Chairman of the Board of Directors and the secretary appointed by the Board of Directors (the "Secretary"), as set forth below.

The text of the final minutes shall be subject to formal approval by the Board of Directors at the first available meeting and transcribed in the minutes book by the Secretary. The minutes are available (together with the related annexes and the documents filed with the minutes) for consultation upon request by each Director and member of the Board of Statutory Auditors.

For the purposes of the discussion of the items on the agenda, the Chairman ensures - assisted also by the Secretary of the Board of Directors - the timeliness and completeness of pre-Board disclosure, by adopting the procedures required to preserve the confidentiality of the data and information provided and by ensuring that the documentation related to the items on the agenda is brought to the attention of the Directors and Statutory Auditors well in advance of each meeting, within 5 (five) days prior to the meeting, except in cases where the documentation is made available as soon as possible. In any case, the Directors and Statutory Auditors may access the information documents at the registered office in the days prior to the meeting. The Chairman shall see that such information is made available to the Directors and Statutory Auditors.

Documents are made available by sharing on a computer platform with confidential access that ensures adequate protection of the confidentiality of data and information. During the Year, all supporting documents were sent to the Directors and members of the Board of Statutory Auditors, in relation to the items on the agenda and subject to a planned resolution, usually within 5 (five) working days before the Board meeting, except for particular cases, for which adequate and timely in-depth analyses were carried out during the Board meeting.

In the event that the topic under discussion is likely to become inside information as a result of its approval by the Board of Directors, the disclosure may be provided within a shorter period of time or during the meeting, as well as in ways other than those above (e.g., by making the information available in hard copy during the meeting). In such a case, the President shall give prior notice to the directors and the standing auditors.

Directors and standing auditors may in any case have access to the information documents at the registered office of the company in the days prior to the meeting. The Directors and Statutory Auditors are required to keep confidential the content of the documents and information acquired during the performance of their duties, as well as to comply with the rules adopted by the Company for their disclosure, in compliance with the procedure adopted by the Company for the internal management and disclosure to third parties of inside information and capital transactions.

During the Year, the Board of Directors met 10 times and 4 meetings are scheduled for the current year, as per the published Financial Calendar. After Year end, 3 meetings have already been held, on 22 February 2024, 12 March 2024, and 18 March 2024. At the latter meeting, the Board of Directors approved this Report.

On 27 April 2023, the Shareholders' Meeting resolved to amend Articles 13, 21 and 24 of the Bylaws concerning the procedures for attending, convening and holding meetings of Neodecortech's corporate bodies, in order to better regulate the right to use remote means of communication. During the Year, most meetings were held via audio-video conference, in accordance with Article 24 of the Bylaws.

The average length of each Board meeting was approximately three hours.

With regard to the percentage of attendance of each Director at the meetings held during the Year, reference should be made to Table 2 ("Structure of the Board of Directors at the end of the financial year").

The Board of Directors shall be legitimately convened with the presence of a majority of its members.

The Board of Directors resolves validly with the favourable vote of an absolute majority of the attendees, unless otherwise provided by law. In the event of a tie, the vote of the Chairman of the Board of Directors shall prevail.

During the Year, the meetings of the Board of Directors were often attended - as invited guests and in relation to the specific items treated - by the Company's managers, in order to enhance the Board meetings as a typical moment where non-executive directors acquire detailed information on specific issues concerning the Company's activities.

Detailed information on attendance of the managers at Board and committee meetings is shown in the table.

Meeting	Manager	Topic
	Board of Directors
07/2/2023	Marina Fumagalli – CFO; - Francesca Terrinoni - Administrative - Director.	Signing of an account agreement with - CDG
23/2/2023	Marina Fumagalli – CFO. -	Review of the proposed release of the - intercompany loan to the subsidiary NDTe.
15/3/2023	Marina Fumagalli – CFO; - Laura Bellezza - Compliance & Risk - Manager; - Francesca Terrinoni - Administrative Director; Mauro Maestrini - Head of Internal - Audit.	Presentation of the Supervisory Board's - Report for the second half of 2022. Review of the 2022 Internal Audit - Report; review of the 2023 Internal Audit Plan. Review of the report by the Financial - Reporting Manager on testing and updating activities of the procedures and the internal control system under Law 262/2005. Disclosure of the updating of the - Group's risk assessment and monitoring system (ERM).

		- Review of the quarterly report on Related Party Transactions. Review and approval of the draft - financial statements for the year ended 31 December 2022 and the consolidated financial statements at 31 December 2022. Review and approval of the Non - Financial Statement for 2022. Additional fees to the Independent - Auditors.
30/3/2023	- Marina Fumagalli – CFO; Laura Bellezza - Compliance & Risk - Manager.	- Review of the ESG plan update for 2023. Amendment to the Related Party - Transactions Procedure.
05/5/2023	Marina Fumagalli – CFO; - Laura Bellezza - Compliance & Risk - Manager; - Francesca Terrinoni - Administrative Director; Ettore Raspadori - Head of the - Supervisory Board; Emilia Barbati - assistant to Mr. - Raspadori.	Appointment of Members of the - Supervisory Board; Review of the quarterly report on - Related Party Transactions. Review and approval of the periodic - financial report at 31 March 2023.
15/6/2023	Marina Fumagalli – CFO; - Giorgio Saccardo - NDT sales - director; Christian Molteni - CDG sales - Director.	Authorization to set up a booth at the - fair in Guangzhou, China. - Disclosure by the Financial Reporting Manager of testing and updating activities of the procedures and the internal control system, and signing of a consulting agreement with Mr. Maestrini to perform testing activities and conducting controls in accordance with Law 262/2005.
20/7/2023	Marina Fumagalli – CFO; - Laura Bellezza - Compliance & Risk - Manager; Francesca Terrinoni - Administrative - Director; Piero Fagiolo - Group IT Manager; - Giorgio Cavezzali - IT Manager; - Giorgio Saccardo - Sales Director. -	Disclosure of the updating of the risk - assessment and monitoring system implemented by the Company and the subsidiaries (ERM). Presentation of the report of the - Supervisory Board on the activities carried out in the first half of 2023. Review of the Quarterly Report on - Related Party Transactions. Review of the proposed implementation - of the new Information System.

		Review of the investment proposal on - the Company's business expansion in China (so-called "China project").
07/9/2023	Marina Fumagalli – CFO; - Laura Bellezza - Compliance & Risk - Manager; Francesca Terrinoni - Administrative - Director.	Presentation of the Internal Audit report - on activities carried out in the first half of 2023: Review and approval of the periodic - financial report at 30 June 2023. Disclosure by the Financial Reporting - Manager of testing and updating activities of the procedures and the internal control system under Law 262/2005.
08/11/2023	Marina Fumagalli – CFO; - Francesca Terrinoni - Administrative - Director; - Laura Bellezza - Compliance & Risk Manager; Giorgio Cavezzali - IT Manager; - Giorgio Saccardo - Sales Director; - Rachele Cattaneo – HR. -	Disclosure of the updating of the risk - assessment and monitoring system implemented by the Company and the subsidiaries (ERM). Disclosure by the Financial Reporting - Manager of testing and updating activities of the procedures and the internal control system under Law 262/2005. Review and approval of the periodic - financial report at 30 September 2023. Review and approval of the update to - the Organizational, Management and Control Model pursuant to Legislative Decree 231/01 and the Group's Code of Ethics; appointment of the Whistleblowing Committee.
06/12/2023	Marina Fumagalli – CFO; - Francesca Terrinoni - Administrative - Director.	Review of the capitalization of the - subsidiary Cartiere di Guarcino. - Review of the proposed signing of intra group cost-sharing agreements for the implementation of the new ERP software (SAP S/4 HANA). Review of the proposed signing of - intercompany cost sharing agreements.
	Control, Risk and Sustainability Committee
24/2/2023	Marina Fumagalli – CFO; - Laura Bellezza - Compliance & Risk -	Review of the periodic report of the - Supervisory Board on the activities
	Manager; - Ettore Raspadori - Chairman of the Company's Supervisory Body; Emilia Barbati - assistant to Mr. -	carried out in the second half of 2022. - Review of the Internal Audit report for 2022 and review of the Internal Audit action plan for 2023.
	Raspadori; - Mauro Maestrini - Head of Internal Audit;	Assessment and updating of the - Company's most relevant risks (ERM). - Allocation of scholarships for the period
	Fabio Quadriglia - Internal Audit; -	2023-2025.

	Jaibi Bilal - Internal Audit; - - Rachele Cattaneo - HR; Marco Airoldi - RSPP and QHSE; - Giancarlo Bellucci - NDTe sole - director.	Review of the CDP (Carbon Disclosure - Project) sustainability rating. Progress of the Casoli waste-to-energy - plant project.
14/3/2023	Marina Fumagalli – CFO; - Fabio Quadriglia - Internal Audit; - Lelio Bigogno - Partner Audit & - Assurance of BDO Italia SpA.	Disclosure by the Financial Reporting - Manager of testing and updating activities of the procedures and the internal control system under Law 262/2005. Disclosure by the Company's - Independent Auditors. Review, for the matters within the - Committee's remit, of the draft financial statements for the year ended 31 December 2022 and the consolidated financial statements at 31 December 2022, and assessment of the correct use of accounting principles and their uniformity for the purpose of preparing the consolidated financial statements. - Review, for the matters within the Committee's remit, of the Company's 2022 Non-Financial Statement. Additional fees to the Independent - Auditors.
28/3/2023	Marina Fumagalli – CFO; - Laura Bellezza - Compliance & Risk - Manager.	Review of the ESG plan update for - 2023.
29/3/2023	Marina Fumagalli – CFO; - - Rachele Cattaneo – HR.	Review, for the matters within the - Committee's remit, of the proposed identification of short-term incentive system (STI) objectives for 2023.
2/5/2023	- Marina Fumagalli – CFO; Laura Bellezza - Compliance & Risk - Manager; Fabio Quadriglia - Internal Audit; - Marco Airoldi – RSPP and QHSE. -	- Assessments on the Interim Management Statement at 31 March 2023. Disclosure regarding the update and - closure of Audit points L.262/2005. - Disclosure of the updating of the risk assessment and monitoring system implemented by the Company and the subsidiaries (ERM). - 2021-2023 ESG plan update Scope 3 calculation. Results of the Group Business Climate - Survey.
18/7/2023	Marina Fumagalli – CFO; -	Disclosure of the updating of the risk - assessment and monitoring system

	Laura Bellezza - Compliance & Risk - Manager.	implemented by the Company and the subsidiaries (ERM). Presentation of the report of the - Supervisory Board on the activities carried out in the first half of 2023.
5/9/2023 7/11/2023	Marina Fumagalli – CFO; - Laura Bellezza - Compliance & Risk - Manager; Mauro Maestrini - Head of Internal - Audit; - Fabio Quadriglia - Internal Audit; Jaibi Bilal - Internal Audit. - - Marina Fumagalli – CFO; Laura Bellezza - Compliance & Risk Manager.	Presentation of the Internal Audit report - on activities carried out in the first half of 2023. Disclosure by the Financial Reporting - Manager of testing and updating activities of the procedures and the internal control system under Law 262/2005. Review of the half-year report of the - Company and the consolidated half year report at 30 June 2023, and assessment of the appropriateness of periodic financial and non-financial information, and verification of the accurate use and uniformity of accounting standards for the preparation of the above documents. - Disclosure of the updating of the risk assessment and monitoring system implemented by the Company and the subsidiaries (ERM). Disclosure by the Financial Reporting - Manager of testing activities under Law 262/2005 and updating of the procedures and the internal control system. - Review of the update to the Organizational, Management and Control Model pursuant to Legislative Decree 231/01 and the Group's Code of Ethics; disclosure on the appointment of
		the Whistleblowing Committee. Assessments on the Interim - Management Statement at 30 September 2023.
	Related Party Committee
3/2/2023	- Marina Fumagalli – CFO; Francesca Terrinoni - Administrative - Director.	- Review and approval of the signing of an intercompany account agreement.
10/3/2023	Marina Fumagalli – CFO. -	Presentation of the quarterly report on - related party transactions and the annual report on significant transactions exempt from the application of the procedure, pursuant to Article 4.2 of the Committee regulation;

		Proposed update of the procedure for - related party transactions.

3/5/2023	Marina Fumagalli – CFO. -	Presentation of the quarterly report on - related party transactions.
18/7/2023	Marina Fumagalli – CFO. -	Presentation of the quarterly report on - related party transactions.
6/11/2023	Marina Fumagalli – CFO. -	Presentation of the quarterly report on - related party transactions. Disclosure regarding the renewal of the - tax consolidation agreement by the subsidiary Bio Energia Guarcino S.r.l. Disclosure of the capital contribution to - the subsidiary NDTe.
4/12/2023	Marina Fumagalli – CFO. -	Review of the capitalization of the - subsidiary Cartiere di Guarcino S.p.A Review of the proposed signing of intra - group cost-sharing agreements for the implementation of the new ERP software (SAP S/4 HANA). Review of the proposed signing of - intercompany cost-sharing agreements.
	Remuneration and Appointments Committee
23/3/2023	Marina Fumagalli – CFO; - Rachele Cattaneo – HR. -	Calculation of LTI and STI objectives - of executive directors; Related Party Committee observations on the Committee's proposal to award compensation as an exception to the Remuneration Policy. Review of the proposal regarding the - objectives of the short-term incentive system (STI) and of the medium/long term incentive system (LTI) for executive directors and Top Management, subject to approval by the Shareholders' Meeting of the Remuneration Policy for 2022.
28/3/2023	Rachele Cattaneo – HR. -	STI 2023 objectives. -
14/7/2023	Rachele Cattaneo – HR. -	Presentation of the so-called "skills - matrix".

4.5. Role of the Chairman of the Board of Directors

Pursuant to Article 23 of the Bylaws, the meetings of the Board of Directors are presided by the Chairman or, in his absence, by the Vice Chairman, if appointed.

The Chairman works to guarantee an efficient operation of Board meetings and, more generally, to ensure compliance with the corporate governance system adopted by the Issuer, by guaranteeing the balance of powers granted to the Chief Executive Officer and the other executive directors with regard to the information and management needs of the other Board members and acting as a liaison between the directors and all corporate bodies.

Specifically, the Chairman ensures that the items on the agenda are given the necessary time to allow for an effective debate and, in the course of the meetings, encourages Directors to give their own contribution. Additionally, the Chairman ensures, assisted also by the Secretary, the timeliness and completeness of pre-Board disclosure, adopting the procedures required to preserve the confidentiality of the data and information provided. In particular cases where the disclosure required cannot be provided well in advance, the Chairman ensures that adequate and timely in-depth discussions are held during Board sessions.

More specifically, during the Year, the Chairman of the Board of Directors oversaw:

the appropriateness of pre-Board disclosure, as well as the additional information provided at board meetings, assessing and ensuring that all directors act in an informed manner;
the coordination of the activities of the Board committees, overseeing the organization of the calendar of the meetings of such committees, in order to guarantee their conduct before the meetings of the governing body and ensuring that the Chairmen of each committee provide a full disclosure of the activities and assessments carried out within the committees themselves at the first available Board meeting;
the participation in the Board meetings in agreement with the Chief Executive Officer and also upon request of each single director - of the Issuer's executives and those of the other Group companies, in charge of the relevant corporate departments, in order to provide any necessary information on issues included in the agenda (see table under paragraph 4.4 above);
the participation of the members of the governing and supervisory bodies after their appointment - in initiatives aimed at providing them with adequate knowledge of the business areas in which the Issuer operates, of corporate dynamics and their evolution, also with a view to the Issuer's sustainable success, as well as of the principles of proper risk management and of the relevant regulatory and self-regulatory framework.

4.5.1. Secretary of the Board of Directors

Pursuant to the Regulation for the Operation and Organization of the Board of Directors, the Board of Directors is reserved the power to decide, at the suggestion of the Chairman, on the appointment and removal of the Secretary, as well as on the definition of his/her requirements and powers. The Secretary shall be a person with specific professional skills and longstanding experience gained in contexts of organizational complexity at least similar to that of the Company.

By resolution of 30 March 2023, the Board of Directors appointed Elena Venturini as Secretary; she had previously been assigned this responsibility for individual board meetings.

During the Year, the role of Secretary of the Board of Directors was held by Elena Venturini, from the law firm Bonelli Erede Lombardi Pappalardo, who has continuously and proactively supported the Chairman of the Board of Directors in carrying out all the activities in his care, as well as provided, with impartial

judgement, assistance and advice to the governing body on any aspect concerning the proper operation of corporate governance.

To carry out the task, the person appointed had access to adequate resources made available by the Board of Directors, including corporate information required for the performance of duties, also having the appropriate financial resources and making use of external consultants, under the terms established by the Board of Directors.

4.6. Delegated bodies

Pursuant to Article 26 of the Bylaws, the Board of Directors may delegate its powers, in whole or in part, individually to one or more of its members, including the Chairman of the Board of Directors, within the limits and according to the criteria set out in Article 2381 of the Italian Civil Code, setting the limits of the delegation and the powers granted. The Directors with delegated powers, if appointed, shall provide the Board of Directors, at least on a quarterly basis, with adequate disclosure of the general performance of operations and its outlook, as well as on the most significant transactions, in terms of size and characteristics, carried out by the Company and its Subsidiaries, in the exercise of their powers.

In any case, the Board of Directors is empowered to supervise and take over transactions falling within the scope of the delegation of powers, as well as the power to revoke them.

4.6.1. Chief Executive Officer

On 28 April 2022, the Board of Directors resolved to appoint Director Luigi Cologni as Chief Executive Officer, the main person in charge of running the Company, delegating him certain powers, including legal representation of the Company, to be exercised in accordance with and within the limits of law, the Bylaws and the directives and resolutions of the Board of Directors. On the same date, Luigi Cologni was also appointed as (i) Employer pursuant to Legislative Decree no. 81 of 2008, for compliance with the regulations on occupational health and safety; and (ii) in charge of the application of the regulations in place to protect the environment and human health and in particular the provisions of Legislative Decree no. 152 of 3 April 2006, as amended.

During the Year, on 20 July 2023, the Board of Directors - subject to the opinion of the Remuneration and Appointments Committee - broadened the powers of Director Luigi Cologni, keeping the objective scope of the powers granted to him largely unchanged, but introducing limitations on the amount to ensure that decisions of significant importance are referred back to the Board of Directors., delegating him the following powers, including legal representation of the Company, to be exercised in accordance with and within the limits of law, the Bylaws and the directives and resolutions of the Board of Directors:

1. sign all related Company correspondence;
1. discharge all the registrations, notifications and dealings with the Public Motor Vehicle Ownership Registers relating to the purchase, exchange, sale and/or transfer of ownership of vehicles; update certificates;
1. represent the Company in any dealings with the Government, the Municipalities, the Provinces, the Regions and any other public or private agency or body, including without limitation, the tax authorities, the State Treasury, the Cassa Depositi e Prestiti, the Customs Authorities, the public and private railways, the Postal Administrations, the Company Register, the Chamber of

Commerce and the Social Welfare Authorities; take any action vis-à-vis such agencies and bodies; submit appeals, statements, complaints and petitions by signing the relevant documents;

1. represent the Company in its dealings with the Bank of Italy, CONSOB and Borsa Italiana S.p.A. (and those other authorities or entities that may in the future take over the same functions) and their representative offices, sign and submit all requests, statements and other documents concerning obligations placed on the Company by national, including regulatory, and EU provisions;
1. authorize and give effect to all transactions with the postal, telegraph, telephone and general telecommunications companies, customs and railway offices, couriers and transport companies;
1. accept and collect goods, letters and the like from postal, telegraph, telephone and general telecommunications companies, customs and railway offices, couriers and transport companies;
1. receive payments of any amount, for any reason and without limitation as to value, from individuals, companies or public and private bodies and issue the receipts thereto;
1. demand payments and declare debtors in default, as well as certify receivables and exercise all creditor rights and execute guarantee procedures, issue protests and orders for payment;
1. hire, suspend, transfer, and dismiss employees (excluding executives), establishing their wages, salaries, and fees; enter into company collective bargaining agreements and contracts in accordance with the budget and any guidelines from time to time specified by the Board of Directors;
1. comply with all legal and contractual provisions regarding the employer's obligations towards its employees, including obligations arising from legislation on industrial accidents, social security, public assistance and compulsory employment, and to provide for the exact calculation of all wages and social security and insurance contributions however due or payable for all employees;
1. represent the Company before INPS, INAIL and ENASARCO; to act in the name of the Company before all state, administrative, provincial and local authorities in relation to labour and social security matters, including Local Health Authorities (ASL), the Ministry of Labour and Social Security; specifically, also with regard to executives, mid-level employees and white collars, to sign any certificate or document relating to the dealings with tax and social security agencies or other public and private authorities and/or bodies, by way of example, but not limited to:
2. (a) statement to INAIL of the workforce employed;
3. (b) statement to INPS of the payment of social security contributions and request for reimbursement of contribution differences;
4. (c) annual statement to INPS of the remuneration of employees subject to social security contributions;
5. (d) summary of the annual statement to INPS of the remuneration of employees subject to social security contributions;
6. (e) certificate of payment of compensation to employees for their appearance before the relevant tax office;
7. (f) statement of tax reserves, as provided for in article 7 of Presidential Decree no. 600 of 1973;

(g) certificate of payment to employees of the length of service, redundancy payments and severance pay;
(h) annual statement to INAIL of payment of compensation to the Company's employees;
(i) statement to INAIL of occupational accidents;
1. represent the Company before labour organizations and their representatives;
1. take and uphold action, whether cognitive, executive or precautionary, on behalf of the Company, whether as plaintiff, claimant or defendant, in any judicial, civil, criminal or administrative venue and at any level of jurisdiction, and, therefore, also before the Court of Cassation, the Council of State, the regional magistracies and any other magistracy, including special ones, as well in revocation and third-party proceedings, in rulings on labour matters, with the power to grant, modify and revoke mandates to technical consultants, experts, lawyers and attorneys at law (with a maximum expenditure commitment of € 100,000 (one hundred thousand) per individual assignment and/or per individual name on an annual basis and € 250,000 (two hundred and fifty thousand) in total for each year;
1. represent the Company before any administrative, judicial or arbitration authority, including labour courts and Provincial Employment Offices in connection with any collective and/or individual dispute - including labour disputes with employees of the Company, with the power to settle and waive acts for a maximum amount of € 100,000 (one hundred thousand), individually, and € 500,000 (five hundred thousand) in the aggregate for each year;
1. provide, within the Company, for training for employees and, in particular, for employees with fire prevention and first aid duties whom he/she shall appoint;
1. organize the prevention and protection service and appoint the relating head;
1. take part in any meeting related to discussions of environmental and workplace safety issues in order to negotiate and sign, following any guidelines put forward by the Board of Directors, workplace safety agreements with national, regional and provincial unions and any employee delegation;
1. represent the Company before tax offices, the registry office, technical tax offices, local tax offices, VAT offices, municipality offices, including those with jurisdiction over local tax and, in general, before all administrative and financial authorities and agencies;
1. sign and serve Company tax returns, substitute tax returns and any other returns required by tax laws;
1. make statements, make requests and file appeals with the tax authorities, and provide for payment, including by settlement, of any tax or levy of any kind;
1. negotiate, enter into, amend, terminate or withdraw from the following contracts insofar as they are necessary, useful or instrumental to the company's activities, in compliance with any strategic guidelines formulated by the Board of Directors and in any case with the spending commitments set forth in the budget, subject to the maximum thresholds, where indicated:
2. (a) accept orders from customers and sell the Company's products;

(b) purchase, acquire by means of lease contracts, exchange, sell, rent plant, machinery, capital assets, and/or registered movable property (such as, for example, motor vehicles) up to a maximum amount of € 250,000 (two hundred and fifty thousand) per individual transaction;
(c) buy and trade goods, raw materials, semi-finished and finished products;
(d) negotiate, enter into, amend, terminate or cancel contracts for software or hardware, license and/or maintenance, whose term does not exceed 5 years;
(e) negotiate, enter into, amend, withdraw from or terminate contracts for the lease of property for industrial or commercial use or for other industrial or commercial buildings for purposes related to the company's business, up to a maximum amount of € 300,000 (three hundred thousand), individually on an annual basis, and € 1,000,000 (one million) in the aggregate for each year, except for the different maximum amount provided in the budget approved by the Board of Directors;
(f) negotiate, enter into, amend, withdraw from or terminate factoring or assignment of receivables contracts with factoring companies or third parties, including group companies, also with public administration, including the tax authorities up to a maximum amount of € 3,000,000 (three million) per individual transaction, and € 10,000,000 (ten million) in total for each year;
(g) negotiate, enter into, amend, withdraw from or terminate service contracts (except for legal and tax advisory services), supply and procurement contracts up to a maximum of € 150,000 (one hundred fifty thousand) per individual transaction and/or per individual name on an annual basis and € 750,000 (seven hundred fifty thousand) in the aggregate for each year;
(h) negotiate, enter into, amend, withdraw from or terminate shipping contracts;
(i) negotiate, enter into, amend, withdraw from or terminate insurance contracts for each risk for a maximum annual aggregate of € 1,000,000 (one million); file reports of damages incurred; with the power to participate in appraisals, accept settlements, including on the basis of amicable settlements;
(j) negotiate, enter into, amend, withdraw from, or terminate agency, commission, distribution, and advertising contracts within the limits of the budget;
(k) purchase and sell the ownership and/or licenses and/or grant rights of use with regard to patents, trademarks, models and any intellectual property right inherent in the corporate object;
1. accept assignment of receivables with or without recourse, receiving different fees as fulfilment of obligations and issue, if any, the relevant receipts;
1. issue, sign and receive invoices, credit and debit notes; issue bills of exchange to customers as well as collect or endorse promissory notes issued by customers at a discount;
1. negotiate, enter into, amend, withdraw from and terminate bank overdraft agreements, overdraft facilities and unsecured loans up to a maximum of € 5,000,000 (five million) per individual transaction and in any case in compliance with the annual budget, establishing their terms and duration, open bank current accounts in the name of the Company, issue cheques on said current accounts out of liquid assets or credit facilities or even overdraft facilities within the limits of the credit facilities granted;

1. act for, and in the interest of, the Company as the Data Processor of personal data contained in the Company's databases; take all decisions relating to the tools and purposes of data processing carried out in the interest of the Company, entering into contracts in the interest of the Company in order to open initiatives or make instrumental investments in compliance with the regulations set out in the Privacy Code;
1. undertake and take all the measures and initiatives provided for by the Privacy Code and by any other regulation or law that comes into force in this regard; ensure the accurate and proper execution of Privacy Code provisions, including those that mandate reporting, notification, statements, amendments, and authorization requests, for the benefit of the Company;
1. appoint and assign tasks regarding the processing of personal data to one or more persons who take on the relevant responsibilities, pursuant to Article 4, paragraph I, letter G of the Privacy Code, to be selected in accordance with the criteria set out in Article 29 of the Privacy Code and in compliance with the provisions contained therein;
1. represent the Company in its dealings with individuals, companies, associations and entities to which personal data refer and with persons delegated by them, as well as in all dealings with the Data Protection Authority and its office; represent the Company in its dealings with technicians, consultants, and other external consultants, suppliers and other persons with whom it will be required or useful to have dealings with in order to comply with the provisions of the Privacy Code;
1. appoint special proxies and grant them powers to perform certain activities or categories of acts, within the limits of the powers granted.

It should be noted that the Chief Executive Officer is not involved in an interlocking directorate situation.

Luigi Cologni is also a Director in charge of the internal audit and risk management system. For further details, see paragraph 11.1 below.

4.6.2. Executive Director

On 28 April 2022, the Board of Directors resolved to appoint Director Massimo Giorgilli as Executive Director, delegating him the following powers, including legal representation of the Company, to be exercised in accordance with and within the limits of law, the Bylaws and the directives and resolutions of the Board of Directors:

1. sign all related Company correspondence;
1. discharge all the registrations, notifications and dealings with the Public Motor Vehicle Ownership Registers relating to the purchase, exchange, sale and/or transfer of ownership of vehicles; update certificates;
1. represent the Company in its dealings with the Bank of Italy, CONSOB and Borsa Italiana S.p.A. (and those other authorities or entities that may in the future take over the same functions) and their representative offices, sign and submit all requests, statements and other documents concerning obligations placed on the Company by national, including regulatory, and EU provisions;
1. authorize and give effect to all transactions with the postal, telegraph, telephone and general telecommunications companies, customs and railway offices, couriers and transport companies;

1. accept and collect goods, letters and the like from postal, telegraph, telephone and general telecommunications companies, customs and railway offices, couriers and transport companies;
1. negotiate, enter into, amend, terminate or withdraw from the following contracts insofar as they are necessary, useful or instrumental to the company's activities, in compliance with any strategic guidelines formulated by the Board of Directors and in any case with the spending commitments set forth in the budget, subject to the maximum thresholds, where indicated:
2. (a) sell the Company's products;
3. (b) buy and trade goods, raw materials, semi-finished and finished products;
4. (c) negotiate, enter into, amend, withdraw from or terminate service contracts (except for legal, tax, financial and industrial consulting services), and supply contracts up to a maximum of € 100,000 (one hundred thousand) per individual transaction and/or per individual name on an annual basis and € 500,000 (five hundred thousand) in the aggregate for each year;
1. appoint special proxies and grant them powers to perform certain activities or categories of acts, within the limits of the powers granted;
1. sub-delegate one or more of the above powers.

4.6.3. Chairman of the Board of Directors

Pursuant to Article 29 of the Bylaws, the Chairman of the Board of Directors is vested with the legal representation of the Company in dealings with third parties, any administrative authority and in legal proceedings, as well as with the power to sign on behalf of the Company without any limitation.

In the current composition of the governing body, the Chairman of the Board of Directors is not the main person responsible for running the Issuer, since this role is reserved to the Chief Executive Officer, and he did not receive further management powers or powers to draw up corporate strategies. Due to the relevant role of the activities carried out with regard to the corporate strategy and the creation of long-term value for all stakeholders, the Chairman of the Board of Directors is also member of the Control, Risk and Sustainability Committee.

The Chairman of the Board of Directors does not coincide with the Issuer's controlling shareholder.

4.6.4. Executive Committee (pursuant to Article 123-bis, paragraph 2, letter d) of the TUF)

To this date, the Issuer did not deem it necessary to establish an executive committee, pursuant to Article 2381 of the Italian Civil Code and Article 26.1 of the Bylaws.

4.6.5. Disclosure to the Board of Directors

Pursuant to Article 26.2 of the Bylaws, the Directors with delegated powers shall provide the Board of Directors, at least on a quarterly basis, with adequate disclosure of the general performance of operations and its outlook, as well as on the most significant transactions, in terms of size and characteristics, carried out by the Company and its Subsidiaries, in the exercise of their powers. In any case, the Board of Directors is empowered to supervise and take over transactions falling within the scope of the delegation of powers, as well as the power to revoke them.

Additionally, pursuant to Article 150 of the TUF, the Chief Executive Officers report promptly and at least on a quarterly basis to the Board of Statutory Auditors, orally or, if the Chairman of the Board of Directors deems it appropriate, by means of a written report, on the activities carried out and on the transactions having a significant impact on the balance sheet, income statement and cash flows carried out by the Company or its subsidiaries. Specifically, a report is provided on transactions in which they have an interest, on their own behalf or on behalf of third parties, or which are influenced by the entity exercising direction and coordination activities.

In this regard, it should be noted that during the Year, 10 Board meetings were held, during which the delegated bodies reported, among other things, on the results of operations and on the most significant transactions in progress.

4.7. Independent directors and lead independent director

4.7.1. Independent Directors

Pursuant to the Bylaws, at least 1 (one) of the members of the Board of Directors - i.e. 2 (two) if the Board has between 7 (seven) and 8 (eight) members, or 3 (three) if the Board has 9 (nine) members - is required to comply with the independence requirements set out in the combined provisions of Articles 147-ter, paragraph four, and 148, paragraph three of the TUF, as well as the provisions contained in the Corporate Governance Code.

The Board of Directors of the Company is currently composed of 4 (four) Independent Directors, who satisfy the independence requirements set out pursuant to the combined provisions of Articles 147-ter and 148, paragraph three of the TUF, as well as the independence requirements set out in the Corporate Governance Code.

The Company's Independent Directors are:

(i) Adriano Bianchi: Independent Director;
(ii) Sara Bertolini: Independent Director;
(iii) Ida Altimare: Independent Director;
(iv) Cinzia Morelli: Independent Director.

The Board of Directors:

defined the quantitative and qualitative criteria for assessing the significance of the relevant circumstances pursuant to the Code for the purposes of assessing the independence of directors. For further details, reference should be made to paragraph 4.3 above, in the section on Quantitative and qualitative criteria for assessing the significance of business, financial, or professional relationships that may compromise a director's independence;

in compliance with Recommendation no. 7 of the Corporate Governance Code, it assesses at least once a year and on the basis of the information provided by the person involved or available to the Issuer - whether the Directors still satisfy the independence requirements; in this regard, following its appointment, on 18 March 2024 the Board of Directors - based on the information provided by each Director and contained in their CVs (together with all directorships and supervisory positions held in other companies) - assessed the independence requirements pursuant to Article 147-ter, paragraph 4, and 148, paragraph 3 of the TUF, as well as pursuant to the Corporate Governance Code, for Directors Adriano Bianchi, Sara Bertolini, Ida Altimare and Cinzia Morelli. The Board of Directors discloses the outcome of its assessments through this Report.;
in carrying out the above assessments, it considered all the information available (specifically, the information provided by the Directors under assessment), assessing all the circumstances that appear to compromise independence as identified by the TUF and the Code, and applied, among others, all the criteria set out in the Code with regard to the independence of Directors.

The Independent Directors of the Company are sufficient in number and authority to ensure that their judgment may have a significant influence in the decision-making process of the Board. Moreover, their expertise is appropriate to the needs of the company and the operation of the Board as well as the establishment of the relevant committees. For a brief overview of the skills and personal and professional characteristics of the Independent Directors, see paragraph 4.3 above.

With specific regard to the satisfaction of the independence requirements, the Independent Directors were asked to provide all the documentation and information required to allow the Board to assess the satisfaction of the independence requirements. More specifically, the abovementioned Independent Directors declared - by signing a self-certification (prepared pursuant to Articles 46 and 47 of Presidential Decree no. 445 of 28 December 2000) - to possess all the independence requirements set out in the combined provisions of Articles 147-ter and 148, paragraph three of the TUF and the provisions of the Corporate Governance Code.

Lastly, the independence of the abovementioned Directors is also ensured by the absence of professional, family or other relationships between them and the Company. Specifically, the above absence of substantial professional relationships was assessed in application of the Significance Criteria, adopted by the Board of Directors in accordance with Recommendation no. 7 of the Corporate Governance Code.

As provided for by the Code, at the meeting held on 18 March 2024, the Board of Statutory Auditors assessed the correct application of the assessment criteria and procedures adopted by the Board of Directors in order to ascertain the independence of its members, and found that the current composition of the governing body complies with the criteria set out in the Code.

By filling in and signing the self-certification form, the abovementioned Independent Directors confirmed their eligibility to qualify as independent and, to this end, undertook to promptly notify the Board of Directors of the Company of any subsequent change in the information provided therein.

4.7.2. Lead Independent Director

Recommendation no. 13 of the Corporate Governance Code suggests the appointment of a Lead Independent Director, inter alia, in the event where the Chairman of the Board of Directors is the Chief Executive Officer.

Given that, at Year end and at the date of this Report, the Chairman of the Board of Directors is not the main person responsible for running the Company, and that the Chair is not held by the person who controls the Company, the Issuer chose not to appoint a Lead Independent Director.

5. MANAGEMENT OF COMPANY INFORMATION

5.1. Management of inside information

As recommended by the Corporate Governance Code, on 31 January 2020 the Board of Directors resolved to adopt a procedure (the "Inside Information Management Procedure") for the management and external communication of documents and information concerning the Company and/or its subsidiaries, with particular regard to the inside information that listed companies are required to disclose to the public pursuant to Article 114, paragraph 1, of the TUF and Article 17 of the MAR and in compliance, more generally, with the legal and regulatory provisions in force from time to time on market disclosure and the prevention and suppression of market abuse. Additionally, this Procedure aims at setting up and managing the register of those persons who, owing to their work or professional activity or the functions carried out, have access to relevant information (i.e. information which does not qualify as inside), and at setting up and managing the register of those persons who, owing to their work or professional activity or the functions carried out, have access to the inside information set out in Article 114, paragraph 1, of the TUF, in compliance with the provisions set out in Article 1 of the MAR and the relevant implementing provisions.

The Inside Information Management Procedure came into force on the Trading Commencement Date and is available on the Company website, Procedure section.

5.2. Internal Dealing

On 31 January 2020, the Board of Directors resolved to adopt a procedure (the "Internal Dealing Procedure") involving public disclosure obligations and limitations on the execution of purchase, sale, subscription and exchange transactions carried out by, or on behalf of (i) the members of the management or supervisory bodies of the Issuer; (ii) senior executives who, while not members of these bodies, have regular access to inside information directly or indirectly concerning the Company and have the power to take decisions that may have an impact on the future development and prospects of such entity (iii) anyone who holds an interest, calculated pursuant to Article 118 of the Issuer Regulation, amounting to at least 10% of the Company's share capital, represented by shares with voting rights (the "Relevant Shareholder"), as well as any other subject controlling the Company; and (iv) persons closely associated with the abovementioned subjects.

Pursuant to the Internal Dealing Procedure adopted by the Issuer, the following shall not be notified: (a) transactions the total amount of which does not reach € 20,000 by the end of the year; (b) transactions carried out between the Relevant Shareholder and persons closely associated; (c) transactions carried out by the Issuer and its subsidiaries; (d) additional transactions for which no notification is required by law.

The Internal Dealing Procedure came into force on the Trading Commencement Date and is available on the Company website in the "Procedure" section.

6. INTERNAL COMMITTEES OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER D), TUF)

On 28 April 2022, the Board of Directors of the Company resolved to establish (i) a Remuneration and Appointments Committee, (ii) a Control, Risk and Sustainability Committee, and (iii) a Related Party Committee (hereinafter the "Committees").

In setting up the Committees and determining their composition, pursuant to Recommendation no. 17 of the Code, the Board of Directors gave priority to the experience and expertise of their members, avoiding an excessive concentration of positions.

The Operating Procedure of the Board of Directors governs the operation of the Committees, providing, among other things, that their meetings are coordinated by their respective chairmen, who inform the Board of Directors about their activities at the first available meeting. The Operating Procedure of the Board of Directors also sees that the Committees have access to the information and company departments needed to perform their duties and, within the limits set by the Board of Directors, have access to the financial resources and may make use of external consultants; additionally, the members of the Board of Statutory Auditors, who are invited to the meetings by right, may attend the Committee meetings.

Lastly, the Operating Procedure of the Board of Directors requires the Committees to adopt their own regulation, approved in advance by the Board of Directors, which governs their operating procedures.

On 30 March 2023, the Board of Directors resolved, with the favorable opinion of the respective committee concerned, to adopt new committee regulations to replace those hitherto in force.

For a description of the composition, functions, duties, resources and activities of the abovementioned Committees, reference should be made to the following sections of this Report.

REMUNERATION AND APPOINTMENTS COMMITTEE - SUCCESSION AND COMPENSATION OF DIRECTORS, SELF-ASSESSMENT

The Remuneration and Appointments Committee jointly performs the functions that the Code assigns to the Appointments Committee and the Remuneration Committee, respectively. The Board of Directors decided to merge the functions of two committees, as required by the Code, primarily for: (i) reasons of flexibility and contiguity between some of the issues that the Code assigns to the remit of the Remuneration Committee and the Appointments Committee respectively, and (ii) to eliminate the risk of a potential lack of coordination. It should be noted that the Remuneration and Appointments Committee complies with the requirements of the Code for both the Appointments Committee and the Remuneration Committee.

7.1. Composition and operation of the Remuneration and Appointments Committee

The Remuneration and Appointments Committee is composed of 3 (three) members, as shown in Table 3 ("Structure of the Board Committees at the end of the financial year"), as indicated below:

(i) Ida Altimare (Chair Independent Director);
(ii) Vittoria Giustiniani (Director);
(iii) Cinzia Morelli (Independent Director).

The members of the Remuneration and Appointments Committee will remain in office until expiry of the term of office of the Board of Directors.

The composition of the Remuneration and Appointments Committee, which includes 2 independent members (including the Chairman of the Committee) and one non-independent member, complies with the principles of the Code regarding the composition of both the Appointments Committee and the Remuneration Committee.

Additionally, with regard to the professional requirements of the members of the Remuneration and Appointments Committee provided for by the Code, all members of the Committee have knowledge and experience in accounting and finance and/or in remuneration policies, deemed adequate by the Board of Directors at the time of their appointment.

The Issuer notes that:

(i) the meetings of the Remuneration and Appointments Committee are presided over by the Chairman and, in the event of his/her absence or impediment, by the most senior member by age, and are duly recorded in the minutes;
(ii) during the Year, the Chairman of the Remuneration and Appointments Committee, or another member if absent, reported to the first available meeting of the Board of Directors on the Committee's activities and the issues discussed at each meeting.

For the purposes of the discussion of the items on the agenda, the Chairman of the Committee, in order to ensure the timeliness and completeness of the disclosure of the members of the Committee, shall ensure that the documents relating to the items on the agenda are made available at least 3 (three) calendar days before the date of the meeting or, in case of urgent calling, at least twenty-four hours before the time set for the meeting. The current operating regulation of the Remuneration and Appointments Committee was approved by the Board of Directors on 30 March 2023, by sharing on a computer platform with access restricted to Committee members and Statutory Auditors.

The disclosure may be provided within a shorter period of time or during the meeting, as well as by other means than those indicated above (e.g., by making the information available in hard copy during the meeting) in the event that the topic being discussed by the Committee is likely to become inside information as a result of approval by the Board of Directors.

Executive Directors shall refrain from attending Committee meetings where proposals are made to the Board of Directors regarding their own remuneration.

The Remuneration and Appointments Committee is empowered to access the information and corporate functions required to carry out the activities within its remit, as well as to make use of the services of external consultants on the matters. In such case, the Remuneration and Appointments Committee shall assess in advance that the consultant is not in a situation that compromises his/her independent judgement.

The Remuneration and Appointments Committee has the financial resources required to pay the fees to the abovementioned consultants or other experts, as well as to perform its duties.

During the Year, 6 meetings of the Remuneration and Appointments Committee were held. The average length of each meeting was approximately 70 minutes.

Reference should be made to Table 3 ("Structure of the Board Committees at the end of the Year") attached to this Report for the participation percentage of each committee member in the above meetings.

In line with the provisions of the Corporate Governance Code at Recommendation no. 17, as well as in compliance with the Remuneration and Appointments Committee regulation, the Members of the Board of Statutory Auditors of the Company and, upon invitation by the Chairman, to treat specific issues, the Chief Executive Officer, the Executive Director, the Chief Financial Officer, as well as the Chairman of the Related Party Committee, took part in the meetings.

7.2. Functions of the Remuneration and Appointments Committee

The Remuneration and Appointments Committee carries out the consultative and proposal-making functions that are assigned, pursuant to the Corporate Governance Code, the related operating regulation and the best practices, to the Remuneration Committee and to the Appointments Committee.

Specifically, this committee, on the subject of remuneration, performs the following tasks:

i. assists the Board of Directors in the development of the policy for the remuneration of directors, members of the supervisory board and Top Management and any exceptions thereto, where permitted or required by current regulations;
ii. submits proposals or expresses opinions on the remuneration of Executive Directors and other directors holding special offices, as well as on the setting of performance objectives related to the variable component of such remuneration;
iii. oversees actual application of the remuneration policy and assesses, in particular, actual achievement of performance objectives;
iv. periodically assesses the overall adequacy and consistency of the policy for the remuneration of directors and Top Management;
v. provides an opinion on particular and specific matters on emoluments on which the Board of Directors has requested its review;
vi. provides the Board of Directors with opinions and non-binding proposals concerning the adoption (and any subsequent integration) of any incentive plans (stock options, stock grants, "employee share ownership", etc.), their related objectives, which are aimed at aligning them with the interests of the shareholders in the long term, as well as the criteria for assessing their achievement;
vii. provides the Board of Directors with opinions on the determination of any indemnities to be paid in the event of early termination of employment or termination of the directorship (so-called "golden parachutes"), defining the ceiling of the total amount payable, in relation to a given amount or a given number of years of remuneration; assesses the possible effects of termination on the rights assigned under incentive plans based on financial instruments;
viii. submits opinions to the Board of Directors, upon the proposal of the Chief Executive Officer, on emoluments to be paid as part of any termination agreements relating to Top Management.

Regarding appointments and composition of the Board of Directors, the Committee assists the Board of Directors in the following activities:

i. the periodic self-assessment of the Board of Directors and its Committees, overseeing the process and providing the preliminary activities for the possible engagement of an external consultant;
ii. the definition of criteria and suggestions for the ideal composition of the Board of Directors and its committees and the identification of suitable professional profiles for Board membership, as well as,

if necessary, on matters relating to the shareholders' meeting authorization granted to directors to operate as an exception to the general non-compete clause in Article 2390 of the Italian Civil Code;

iii. the identification of candidates for the office of director of the Company in the event of co-option in accordance with the law, ensuring compliance with the requirements on the minimum number of Independent Directors and the quotas reserved for the least represented gender;
iv. the possible submission, where provided for in the Bylaws, of a list by the outgoing Board of Directors, to be implemented in accordance with the procedures adopted in this regard by the Company that ensure its transparent formation and presentation;
v. the preparation, updating and implementation of any succession plan for the Chief Executive Officer and other executive directors.

Additionally, the Committee collaborates with other internal committees of the Board of Directors, in particular with the Control, Risk and Sustainability Committee in the area of remuneration and incentive policies, and performs such further tasks as are assigned to it by the Board of Directors.

During the Year, all supporting documents were sent to the Committee members on the items on the agenda and the subject of the Committee's meetings, usually within 3 (three) working days prior to the meeting, except for particular cases, for which adequate and timely in-depth analyses were carried out during the Committee's proceedings.

During the Year, the Remuneration and Appointments Committee carried out the activities under its remit and, in particular, discussed and resolved on, inter alia, the matters indicated below, providing its opinion to the Board of Directors, where required:

(i) submitted proposals to the Board of Directors for determining the directors' fees to be approved at the Shareholders' Meeting held on 27 April 2023;
(ii) submitted a proposal to the Board of Directors to amend its regulation;
(iii) ascertained, assisted by the corporate departments, the achievement of the performance objectives underlying the STI incentive system for 2022 with regard to executive directors and, assisted by the Chief Executive Officer, with regard to Top Management;
(iv) submitted a proposal to the Board of Directors regarding the short-term objectives (STI) for 2023 of the executive directors, subject to the approval by the 2023 Shareholders' Meeting of the Remuneration Policy for 2023;
(v) issued its reasoned opinion on the proposal by the Chief Executive Officer regarding short-term objectives (STIs) for 2023 for Top Management, subject to the approval by the 2023 Shareholders' Meeting of the Remuneration Policy for 2023;
(vi) issued its reasoned opinion on the Remuneration Policy and compensation paid;
(vii) amended the regulation implementing the Remuneration Policy;
(viii) submitted proposals to the Board of Directors for determining the fees to directors holding strategic responsibilities pursuant to Article 2389, third paragraph, of the Italian Civil Code within the maximum limit approved by the Shareholders' Meeting;
(ix) reviewed the possibility of proposing to the Board of Directors an update of the pay benchmarking

activity;

(x) analyzed the Succession Plan related to the profile of the Chief Executive Officer and the succession procedures for Top Management;
- (xi) carefully examined the skills matrices, delving into them in detail to fully grasp the diverse array of competencies and expertise that permeates the organization;
(xii) submitted proposals to the Board of Directors regarding delegated powers to be given to the Chief Executive Officer;
(xiii) submitted a proposal to the Board of Directors to pay an extraordinary one-time bonus to executive directors.

It should be noted that during the Year, the Remuneration and Appointments Committee did not make use of the services of external professionals. After Year end, at the date of this Report, the Remuneration and Appointments Committee has already met 1 time, on 8 March 2024 to analyze the following matters:

(i) ascertained, assisted by the corporate departments, the achievement of the performance objectives underlying the STI incentive system for 2023 with regard to executive directors and, assisted by the Chief Executive Officer, with regard to Top Management;
(ii) submitted a proposal to the Board of Directors regarding the short-term objectives (STI) for 2024 of the executive directors, subject to the approval by the 2024 Shareholders' Meeting of the Remuneration Policy for 2024;
(iii) issued its reasoned opinion on the proposal by the Chief Executive Officer regarding short-term objectives (STIs) for 2024 for Top Management, subject to the approval by the 2024 Shareholders' Meeting of the Remuneration Policy for 2024.

7.3. Remuneration Policy

The Issuer defines and applies a Remuneration Policy for Directors, Top Management and members of the Board of Statutory Auditors, which is also functional to the pursuit of sustainable success, taking account of the need to dispose of, retain and motivate people possessing the skills and professional qualities required by the role held in the Company and/or the Group.

The Remuneration Policy drawn up is part of a clear and transparent process in which the following play a pivotal role:

(i) the Shareholders' Meeting, which (i) determines, upon appointment and pursuant to Article 2364, paragraph one, no. 3, of the Italian Civil Code and Article 28 of the Bylaws, the compensation of the members of the Board of Directors (also by determining an overall amount set pursuant to Article 2389, paragraph three, of the Italian Civil Code) and the Board of Statutory Auditors; (ii) pursuant to Article 123-ter, paragraph three bis, of the TUF, the Shareholders' Meeting resolves, by means of a binding vote, on Section One of the Report, where the Policy is described, as defined by the Board of Directors, upon the proposal of the Remuneration and Appointments Committee, and acquires, by means of a non-binding resolution, Section Two of the Report, where a full and transparent presentation of each item is made, analytically illustrating the fees paid to the members of the governing and supervisory bodies in 2023; (iii) resolves, pursuant to Article 114-bis of the TUF, on

any remuneration plan based on shares or other financial instruments for executive directors, employees and associates, including top management;

(ii) the Board of Directors, which (i) establishes from among its members a committee with jurisdiction over remuneration, at least one member of whom shall have adequate knowledge and experience in financial matters and/or remuneration policies, assessed at the time of appointment and establishment of the committee itself; (ii) draws up, upon the proposal of the Remuneration and Appointments Committee, through a transparent procedure, the Remuneration Policy; (iii) ensures that the remuneration paid and accrued is consistent with the principles and criteria set out in the Remuneration Policy, in light of the results achieved and of the other circumstances relevant for its implementation; (iv) determines, in line with the Remuneration Policy, the remuneration of directors holding strategic responsibilities, after hearing the opinion of the Board of Statutory Auditors and upon the proposal of the Remuneration and Appointments Committee, possibly within the overall compensation determined by the Shareholders' Meeting pursuant to Article 2389, paragraph 3, of the Italian Civil Code and to Article 28 of the Bylaws; (v) approves the Report pursuant to Article 123 ter of the TUF and to Article 84-quater of the Issuer Regulation, submitting it to the approval of the Shareholders' Meeting and sees to its implementation; (vi) prepares - assisted by the Remuneration and Appointments Committee - any remuneration plan based on shares or other financial instruments and submits it to the approval of the Shareholders' Meeting pursuant to Article 114-bis of the TUF; (vii) implements any remuneration plans based on shares or other financial instruments, assisted by the Remuneration and Appointments Committee, as delegated by the Shareholders' Meeting;
(iii) the Remuneration and Appointments Committee, which (i) assists the Board of Directors in drawing up the Remuneration Policy; (ii) submits proposals or expresses opinions on the remuneration of executive Directors and other Directors holding specific offices, as well as on the setting of the performance objectives related to the variable component of such remuneration; (iii) oversees actual implementation of the Policy and assesses in particular actual achievement of the performance objectives; (iv) periodically assesses the adequacy, overall consistency and actual implementation of the Policy with regard to the executive Directors and Top Management; (v) reports, by means of this Report, at the Shareholders' Meeting, on the methods for the exercise of its functions;
(iv) the Executive Directors, who (i) submit proposals to the Remuneration and Appointments Committee on any remuneration plans based on shares or other financial instruments or, if necessary, assist the Remuneration and Appointments Committee in their preparation, without prejudice to the principle that no executive Director takes part in the meetings of the Remuneration and Appointments Committee where proposals are put forward on their remuneration; (ii) provide the Remuneration and Appointments Committee with any useful information so that the latter can assess the adequacy and concrete application of the Remuneration Policy, with particular regard to the remuneration of Top Management; and (iii) implement the Remuneration Policy with regard to the personnel under their responsibility in compliance with the Policy itself;
(v) the Board of Statutory Auditors, which carries out supervisory activities with regard to remuneration and issues the opinions required by the legislation in force from time to time, for example, with regard to the proposals on the remuneration of Executive directors and, more generally, of directors holding strategic responsibilities, in compliance with Article 2389, third paragraph, of the Italian Civil Code, while verifying consistency with the policy of the proposals made by the Remuneration and

Appointments Committee to the Board of Directors.

The Remuneration Policy contributes to the corporate strategy and aims at attracting and motivating qualified professional resources for the pursuit of the Company and Group's objectives, as well as providing incentives for the retention of such resources. Additionally, with a view to enhancing the value of the Company and its sustainable success, the Remuneration Policy aims to align the interests of Management with the medium to long-term interests of shareholders, taking account of the interests of all the stakeholders relevant to the Company and the Group, based on the following principles: (i) sustainability, (ii) proper integration of the various components of remuneration, (iii) respect and enhancement of people, (iv) constant monitoring of market practice and trends and (v) compliance with industry best practices and the relevant regulatory framework.

7.4. Remuneration of executive directors and Top Management

The Remuneration Policy of executive directors and Top Management defines and implements:

(i) an adequate balance between the variable and fixed component, established to a sufficient extent to remunerate the Executive directors and Top Management, also in cases where the variable component is not paid owing to non-achievement of performance objectives, in line with the Issuer's strategic objectives and risk management policy, providing however that the variable component represents a significant portion of the total remuneration so as to reward the commitment and enhance the individual contribution to the results achieved, without becoming the main component of remuneration;
(ii) ceilings on the payment of variable components, which may not exceed [60]% of the entire remuneration (and no more than 100% of the fixed remuneration);
(iii) performance objectives to which the payment of variable components is linked (i) pre-established, measurable and linked, for [50]% on annual objectives and for the remaining [50]% on long-term objectives, (ii) consistent with the Issuer's strategic objectives and aimed at promoting its sustainable success, including also non-financial objectives and objectives consistent with the ESG strategy of the Company and the Group;
(iv) an adequate deferral timeframe, with respect to the time of accrual, for payment of a significant portion of the variable component;
(v) claw-back mechanisms allowing the Issuer to request the return, in whole or in part, of variable remuneration components paid, based on data which has subsequently proven to be manifestly misstated.

The Company does not provide for any special treatment, associated with termination of office or employment with its Directors and Top Management members, other than the treatment provided for in any relevant national collective agreements.

For all the information regarding Directors' fees, reference should be made to the Remuneration Report, which was approved on 18 March 2024 by the Board of Directors. The Remuneration Report is available at the Company's registered office and on the Company website, Documenti e Assemblee section.

7.5. Remuneration of non-executive directors

The remuneration of non-executive Directors consists of fixed compensation and does not include any variable component. Non-executive Directors who are members of Board committees receive, in addition to the compensation provided for the role of Director, an additional compensation for such activity.

7.6. Accrual and payment of remuneration

Assessment of the achievement of the annual and long-term performance objectives for the purpose of accrual and payment of the variable components of remuneration of executive Directors and Top Management is assessed annually, in light of the results achieved, by the Remuneration and Appointments Committee, which assesses their consistency with the principles set out in the policy, also assisted by the Company's administrative unit, and payment of the amounts accrued, including determination of allocation times, is consequently decided by the Board of Directors upon approval of the Annual Report, in compliance with the provisions of the Remuneration Policy.

7.7. Succession plans

In accordance with Principle XIII of the Corporate Governance Code, during the Year the Company undertook the preliminary activities aimed at preparing the succession plan of the Chief Executive Officer (the "Succession Plan of the Chief Executive Officer").

On 12 November 2021, the Board of Directors of the Company, upon the proposal of the Remuneration and Appointments Committee, resolved to appoint the following external consultants to prepare the Succession Plan:

(i) with regard to the drafting of the succession procedure, to the law firm MN Tax & Legal;
(ii) with regard to the definition of the profile of the Chief Executive Officer, contained in the Succession Procedure, to Mercer Italia S.r.l..

The Succession Plan of the Chief Executive Officer was approved by the Issuer's Board of Directors on 23 February 2022.

On 28 March 2023, the Remuneration and Appointments Committee analyzed the procedures for the succession of Top Management prepared by the relevant departments.

7.8. Self-assessment of the Board of Directors and guidelines on the best quantitative and qualitative composition of the governing body

In line with international best practices and the provisions of the Corporate Governance Code, the Operating Regulation of the Board of Directors approved by the Board of Directors on 30 March 2023, as the previous procedure, envisages that the Issuer's governing body - since it is not a large company, instead with a concentrated ownership - carries out, at least every three years, an assessment on its operation and that of its committees, as well as on their size and composition, also taking account of elements such as professional characteristics, experience, including managerial experience, and gender features of its members, as well as their seniority in office. In light of the outcome of the abovementioned assessment, the Board of Directors expresses its opinion to the shareholders - before appointing the new governing body - on the managerial and professional figures whose presence is deemed appropriate.

The self-assessment was carried out most recently in 2022, in view of the renewal of the governing body, by means of individual and anonymous completion by the Directors of special questionnaires prepared by an external consultant, the results of which were summarized in a document submitted to the Board of Directors at its meeting on 27 January 2022.

For the manner in which the self-assessment was carried out and for information regarding its results, reference is made to Section 7.8 of the Corporate Governance Report for 2022, available at www.neodecortech.it, Investors /Assemblea degli azionisti section. In line with Recommendation no. 23 of the Code, the Board of Directors of the Company, in view of its expiry on 27 April 2022, having previously consulted the Remuneration and Appointments Committee, prepared and approved - at the meeting held on 22 February 2022 - the "Guidelines for shareholders on the quantitative and qualitative composition of the Board of Directors" (hereinafter, the "Guidelines").

The Guidelines were drafted taking account of:

the stringent requirements in terms of corporate governance demanded of companies with shares listed on the STAR, and the reasonable expectations of investors, with a view to stakeholder engagement;
the Company's bent for long-term sustainable success, which necessarily implies a significant enhancement - within the ESG principles - of its corporate governance;
the outcome of the Self-Assessment and any considerations expressed by the members of the Board of Directors, as part of special interviews.

The Guidelines were made available on the Company website and on the authorized storage mechanism on 28 February 2022 - well in advance of the date of the Shareholders' Meeting called to appoint the Governing Body of Neodecortech - and was disclosed to the market with a specific press release.

The Board of Directors invited the Shareholders to take due note of the indications stated in the Guidelines, without prejudice to their right to perform autonomous and different assessments on the best composition of the governing body, in the hope, however, of there being only narrow differences between the candidates and the indications stated in the present abovementioned document.

For information on the composition of the Board of Directors in office, see Section 4.3 of this Report.

8. CONTROL, RISK AND SUSTAINABILITY COMMITTEE

8.1. Composition and operation of the Control, Risk and Sustainability Committee

The Control, Risk and Sustainability Committee is composed of 3 (three) members, as shown in Table 3 ("Structure of the Board Committees at the end of the financial year"), as indicated below:

(i) Adriano Bianchi (Chairman Independent Director);
(ii) Luca Peli (Chairman of the Board of Directors);
(iii) Ida Altimare (Independent Director).

The members of the Control, Risk and Sustainability Committee will remain in office until expiry of the term of office of the Board of Directors.

On 28 April 2022, the Board of Directors determined that it would be beneficial to combine the Control and Risk Committee and the Sustainability Committee into a unified committee, given that, in a relatively small company like Neodecortech, this would enhance organizational efficiency. This choice, moreover, appears consistent with the perspective of gradual integration of processes and objectives related to the environmental, social and governance sphere into the Company's current risk prevention, control and management structure, in accordance with both the most recent indications contained in the Corporate Governance Code and with market best practices.

The composition of the Control, Risk and Sustainability Committee includes two independent members, including the Chairman and one non-independent member, resulting in compliance with recommendations 35 and 7 of the Corporate Governance Code.

As noted by the Board of Directors at its meeting on 28 April 2022, all members of the Committee have the required knowledge and experience in accounting, finance, risk management and corporate governance of listed companies: therefore, the Committee fully satisfies the condition that at least one member of the Committee has adequate experience in accounting and finance or risk management, as assessed by the Board of Directors at the time of appointment, a condition set forth in the Corporate Governance Code and the regulation of the Control, Risk and Sustainability Committee.

The Issuer notes that:

(i) the Committee shall meet whenever the Chairman of the Committee deems it appropriate or when requested by another Committee member and, in any event, at least four times a year;
(ii) the notice of call of Committee meetings shall be sent to all members of the Committee and the Board of Statutory Auditors at least three days before the date set for the meeting or, in urgent cases, at least one day before;
(iii) the meetings of the Control, Risk and Sustainability Committee are presided over by its Chairman or, if the Chairman is unable to attend, by the most senior member by age, and are duly recorded in the minutes;
(iv) during the Year, the Chairman of the Control, Risk and Sustainability Committee, or another member if absent, gave disclosure at the first available meeting of the Board of Directors on the Committee's activities and the issues discussed at each meeting.

For the purposes of the discussion of the items on the agenda, the Chairman of the Committee, in order to ensure the timeliness and completeness of the disclosure of the members of the Committee, shall ensure that the documents relating to the items on the agenda are made available at least 3 (three) calendar days before the date of the meeting or, in case of urgent calling, at least twenty-four hours before the time set for the meeting; the current operating regulation of the Control, Risk and Sustainability Committee were approved by the Board of Directors on 30 March 2023., by sharing on a computer platform with access restricted to Committee members and Statutory Auditors.

The Control, Risk and Sustainability Committee is empowered to access the information and corporate functions required to carry out the activities within its remit, as well as to make use of the services of external consultants on the matters. In such case, it shall assess in advance that the consultant is not in a situation that compromises his/her independent judgement.

The Control, Risk and Sustainability Committee has the financial resources required to pay fees to independent consultants or other experts, as well as to perform its duties.

During the Year, 8 meetings of the Control, Risk and Sustainability Committee were held. The average length of each meeting was approximately 120 minutes.

Reference should be made to Table 3 ("Structure of the Board Committees at the end of the Year") attached to this Report for the participation percentage of each member of the Control, Risk and Sustainability Committee in the above meetings.

As provided for in the relevant regulation, at the invitation of the Chairman of the Committee, the Board of Statutory Auditors, the Chief Executive Officer, the Chief Financial Officer, and the Head of Compliance, Organization and Risk Management of the Company were invited to attend some of the abovementioned meetings.

The Chairman of the Board of Statutory Auditors and the other Statutory Auditors were duly invited and took part in the Committee's meetings, as provided for in its regulation.

The Control, Risk and Sustainability Committee issued the opinions and assessments within its remit, in compliance with current regulations.

8.2. Functions assigned to the Control, Risk and Sustainability Committee

The Control, Risk and Sustainability Committee has consultative and proposal-making functions, i.e., in accordance with the provisions of the Corporate Governance Code, the related operating regulation and best practices, and is tasked with assisting, through appropriate preparatory work, the assessments and decisions made by the Board of Directors concerning the Internal Control and Risk Management System, as well as those relating to the approval of periodic financial reports.

Specifically, the Control, Risk and Sustainability Committee, in assisting the Board of Directors in accordance with the provisions of the Code and best practices:

(i) assists the Board of Directors in carrying out the following activities:
- (a) the definition of the guidelines of the Control System in line with the Company's strategies, so that the main risks affecting the Company and its subsidiaries are correctly identified and appropriately measured, managed and monitored, determining the level of compatibility of such risks with management of the company that is consistent with the strategic objectives;
- (b) the assessment, at least annually, of the adequacy and effectiveness of the Control System in relation to the characteristics of the Company and the risk profile, as well as its effectiveness;
- (c) the appointment and removal, upon proposal of the Chairman of the Board of Directors, after hearing the Board of Statutory Auditors, of the Head of Internal Audit, as well as the definition of his/her tasks and remuneration consistent with company policies, ensuring that he/she is provided with adequate resources to carry out his/her duties, and the assessment, if the internal audit is entrusted, as a whole or for specific audit activities, to a person outside the Company, that he/she has adequate professional, independence and organizational requirements (adequate justification for this decision shall be provided in the corporate governance report);
- (d) the evaluation of the suitability of implementing measures to guarantee the efficiency and unbiased judgment of corporate functions involved in the Control System (excluding internal audit), such as risk management and oversight of legal and non-compliance risks, ensuring they possess sufficient professionalism and resources;
- (e) the approval, at least annually, after hearing the Board of Statutory Auditors, the Chief Executive Officer, and the Chairman of the Board of Directors, of the work plan prepared by the Head of Internal Audit;
- (f) the assignment to the Board of Statutory Auditors or an ad-hoc body of the supervisory functions under Article 6, paragraph 1, letter b) of Legislative Decree no. 231/2001;
- (g) the assessment, after hearing the Board of Statutory Auditors, the findings submitted by the Independent Auditors in the letter of suggestions, if any, and in the report on the main issues resulting from the statutory audit, addressed to the Board of Statutory Auditors;
- (h) a description in the corporate governance report of the main features of the Control System and the manner of coordination between the parties involved therein, indicating the models and relevant national and international best practices, its overall assessment of the adequacy of the system itself and the decisions made regarding the composition of the supervisory body sub 6);
(ii) assesses, after hearing the Financial Reporting Manager, the Independent Auditors and the Board of Statutory Auditors, the proper application of the adopted accounting standards and their consistency for the purposes of preparing the consolidated financial statements;
(iii) assesses the suitability of periodic financial and non-financial information to correctly present the company's business model, strategies, the impact of its activities and performance achieved;
(iv) reviews the content of periodic non-financial information relevant to the Control System;

(v) expresses opinions on specific aspects concerning the identification of the main corporate risks and supports, with adequate preliminary activity, the assessments and decisions of the Board of Directors relating to the management of risks arising from detrimental facts it has become aware of;
(vi) reviews periodic and special significance reports prepared by Internal Audit;
(vii) oversees the independence, adequacy, effectiveness and efficiency of the Internal Audit department;
(viii) may entrust Internal Audit to conduct audits of specific operational areas, concurrently notifying the Chairmen of the Board of Statutory Auditors and the Board of Directors as well as the Chief Executive Officer;
(ix) reports to the Board of Directors, at least at the time of approval of the annual and half-year reports, on the activities carried out and on the adequacy and effectiveness of the Control System;
(x) periodically assesses the adequacy of risk mapping and the mitigation actions implemented by the Company;
(xi) where requested, provides the Board of Directors with an advance opinion on the approval of significant transactions carried out by the Company;
(xii) shares information with the Board of Statutory Auditors in a timely manner to facilitate the performance of their responsibilities relating to the Control System;
(xiii) reviews the Company rules and procedures associated with the Control System, with particular regard to the Model, prepared in accordance with Legislative Decree 231/2001, receives periodic reports from and shares information with the Company's Supervisory Board on the aspects of the Control System that are relevant for the purposes of Legislative Decree 231/2001;
(xiv) collaborates, when required, with the Remuneration and Appointments Committee, to ensure that the remuneration policy for executive directors and Top Management defines a balance between the fixed and variable components of remuneration that is appropriate and consistent with the Company's strategic objectives and risk management policy, taking account of the characteristics of its business and the industry in which it operates;
(xv) oversees compliance with and periodic updates to the corporate governance rules adopted by the Company and also applied to its subsidiaries;
(xvi) performs such other duties as may be assigned to it by the Board of Directors.

The Committee receives periodic reports from the Head of Internal Audit containing adequate information on activities carried out, on the risk management process, and on compliance with the plans set out for their mitigation. These reports contain an assessment of the suitability of the Control System.

The Committee is, in addition, given the following responsibilities regarding sustainability:

(i) proposes a guideline, to be submitted to the Board of Directors, that integrates sustainability into the Group's business processes and business plan, defining annual and multi-year objectives to be achieved to ensure the creation of value over a medium- to long-term time horizon for the benefit of shareholders, taking account of the interests of other stakeholders relevant to the Company;

(ii) disseminates the culture of sustainability among employees, shareholders, customers and, more generally, stakeholders;
(iii) expresses an assessment of the environmental, economic, and social impacts of business activities;
(iv) oversees national and international sustainability initiatives, the Company's participation in these initiatives, and the Company's positioning with respect to the financial markets on sustainability issues, with particular regard to its ranking in ethical sustainability indices;
(v) expresses opinions on the initiatives and programmes promoted by the Company or its subsidiaries in the area of corporate social responsibility and, at the request of the Board of Directors, puts forward opinions and proposals concerning specific corporate social responsibility (CSR) issues;
(vi) reviews the initiatives undertaken by the Company including in relation to climate change issues;
(vii) coordinates with the Remuneration and Appointments Committee on the aspects regarding the inclusion of environmental, social and governance performance objectives in the remuneration policy and, in particular, in incentive plans.

During the Year, the Control, Risk and Sustainability Committee carried out the activities within its remit and, in particular, discussed and resolved on, inter alia, the matters indicated below, providing its opinion to the Board of Directors, where required:

(i) reviewed the project regarding the allocation of scholarships for the period 2023-2025;
(ii) reviewed the CDP (Carbon Disclosure Project) sustainability rating;
(iii) noted the progress of the project on the construction of the boiler for the use of production waste at the Casoli d'Atri plant;
(iv) assessed, together with the Financial Reporting Manager, the proper application of the accounting standards and their consistency for the purposes of preparing the consolidated financial statements;
(v) reviewed, in accordance with its respective remits, the Company's draft financial statements and the draft consolidated financial statements at 31 December 2022, assessed the appropriateness of periodic financial and non-financial information, and verified the accurate use and uniformity of accounting standards for the preparation of the above documents;
(vi) reviewed the letter from the chairman of the Corporate Governance Committee;
(vii) reviewed the amendment of its regulation;
(viii) reviewed the Group survey regarding the level of satisfaction of Group employees;
(ix) reviewed the succession plan and procedure related to the position of the Chief Executive Officer and elaborated on possible procedures for the succession of Top Management urging its adoption;
(x) assessed the update of the 2021-2023 Sustainability Plan;
(xi) reviewed the business performance and internal risk control system's progress in light of recent micro and macroeconomic developments, and their impact on the most critical aspects of the Group's operations;

(xii) reviewed the Company's Non-Financial Statement for 2022 in accordance with its respective remits;
(xiii) reviewed, in accordance with its respective remits, the proposal put forward by the Remuneration and Appointments Committee regarding the identification of the objectives of the short-term incentive system (STI) for executive directors and Top Management, subject to approval by the Shareholders' Meeting of the Remuneration Policy for the Year;
(xiv) reviewed the Report on Corporate Governance and Ownership Structure for 2022, in accordance with its respective remits;
(xv) reviewed the half-year report of the Company and the consolidated half-year report at 30 June 2023, assessed the appropriateness of periodic financial and non-financial information, and verified the accurate use and uniformity of accounting standards for the preparation of the above documents;
(xvi) made assessments on the Interim Management Statement at 31 March 2023 and 30 September 2023.

Additionally, the Control, Risk and Sustainability Committee periodically reviewed the progress of (i) internal audit activities, (ii) risk analysis and management, (iii) the progress of compliance checks pursuant to Law 262/2005, as well as (iv) updates to the Organizational, Management and Control Model adopted by the Company pursuant to Legislative Decree no. 231/2001, and reviewed with Management the assumptions underlying the drafting of the Budget, subsequently submitted to the Board of Directors for assessment and approval.

On 14 March and 5 September 2023, upon approval of the annual and half-year reports, respectively, pursuant to Recommendation no. 35 of the Corporate Governance Code, the Control, Risk and Sustainability Committee reported to the Board of Directors on its activities and the adequacy of the internal control and risk management system.

During the Year, all supporting documents were sent to the Committee members on the items on the agenda and the subject of the Committee's meeting, usually within three working days prior to the meeting, except for particular cases, for which adequate and timely in-depth analyses were carried out during the Committee's proceedings.

During the Year, the Control, Risk and Sustainability Committee did not make use of external consultants.

After Year end, the Control, Risk and Sustainability Committee has already met 2 times, on 21 February and 8 March 2024. At these meetings, the Control, Risk and Sustainability Committee, inter alia:

reviewed the Group's Business Plan for the three-year period 2024-2026;
reviewed the ESG 2024-2026 plan;
evaluated the update of the Company's most significant risks (ERM);
reviewed the Supervisory Board's Report for the Year and the Supervisory Board's Work Plan for 2024;
reviewed the Internal Audit's Report for the Year and the Supervisory Board's Work Plan for the three-year period 2024-2026;

reviewed the Company's Non-Financial Statement for the Year in accordance with its respective remits;
reviewed, in accordance with its respective remits, the proposal put forward by the Remuneration and Appointments Committee regarding the identification of the objectives of the short-term incentive system (STI) for executive directors and Top Management, subject to approval by the Shareholders' Meeting of the Remuneration Policy for 2024;
reviewed this Report, in accordance with its respective remits;
assessed, together with the Financial Reporting Manager, the proper application of the accounting standards and their consistency for the purposes of preparing the consolidated financial statements;
prepared and approved the Report to the Board of Directors on the activities carried out by the Committee, as well as on the adequacy and effectiveness of the internal control and risk management system.

9. RELATED PARTY COMMITTEE

9.1. Composition of the Related Party Committee

The Related Party Committee is composed of 3 (three) members, as shown in Table 3 ("Structure of the Board Committees at the end of the year"), as indicated below:

(i) Sara Bertolini (Chair Independent Director);
(ii) Cinzia Morelli (Independent Director);
(iii) Adriano Bianchi (Independent Director).

The members of the Related Party Committee will remain in office until expiry of the term of office of the Board of Directors.

The Committee is composed of Independent Directors, from whom the Chairman was chosen, who will remain in office until expiry of the term of office of the Board of Directors.

The Issuer notes that:

the Committee meets when it is called upon to perform the functions assigned to it by current legislation and by the Related Party Procedure;
the meetings of the Committee are called by the Chairman of the Committee, also through the Secretary, by means of a notice containing the date, place, time of the meeting and the related agenda;
the Committee is entitled to be assisted by one or more independent experts of its choice, at the Company's expense. When choosing such experts, the Committee shall resort to persons of proven experience, professional qualities and skills in the relevant subjects, whose absence of conflicts of interest it shall ascertain, taking account of any business, equity and financial relations, in compliance with the regulations in force.

In the case of Transactions with Related Parties of Lesser Significance, the following maximum expenditure ceiling apply: (i) € 10,000 for each Transaction whose value is equal to or less than € 1,000,000; or (ii) 1% of the value of each Transaction, if it exceeds € 1,000,000;

the members of the Related Party Committee meet collectively in order to share and compare their opinions and express an opinion shared by the majority of the members;
the minutes of the resolutions approving each Transaction contain adequate evidence of the Company's interest in executing the Related Party Transaction, as well as the appropriateness and substantive fairness of the relating terms. In the case of Ordinary Related Party Transactions concluded at Equivalent Conditions, the documentation prepared shall contain objective evidence;
the Committee expresses its opinion in writing at least one day before the date scheduled for the approval of the transaction; this opinion is attached to the minutes of the meeting of the Related Party Committee and kept in the Company's records.

that the documents relating to the items on the agenda are made available at least 3 (three) calendar days before the date of the meeting or, in case of urgent calling, at least twenty-four hours before the time set for the meeting, by sharing on a computer platform with access restricted to Committee members and Statutory Auditors.

The Regulation of the Related Party Committee was approved by the Board of Directors on 30 March 2023.

During the Year, 6 meetings of the Related Party Committee were held; all these meetings were duly recorded in the minutes. The average length of each meeting was approximately 50 minutes.

At the invitation of the Chairman, the Chairman of the Board of Directors, the members of the Board of Statutory Auditors, the Related Party Transaction Oversight, and, if deemed appropriate, the Head of Organization, Compliance and Risk Management, the person in charge of the transaction and the managers of the Company and Group structures were invited to attend the above meetings, as provided for in the regulation.

The Chairman of the Board of Statutory Auditors and the other Statutory Auditors were duly invited and took part in the Committee's meetings, as provided for in its regulation.

The Related Party Committee issued the opinions and assessments within its remit in the sole presence of its members and the Board of Statutory Auditors, in the absence of any executive Directors or managers taking part in the preliminary phase of the meetings.

9.2. Functions assigned to the Related Party Committee

The Related Party Committee carries out the tasks and functions assigned to it by its own Related Party Committee Regulation, by the Related Party Procedure and by the law in force from time to time in order to ensure transparency and substantial and procedural fairness of the transactions with related parties of the Company, also in compliance with the principles set out in Article 2391-bis of the Italian Civil Code.

Specifically, the Committee's tasks are:

(i) to express, pursuant to Article 4, paragraph 3, of the RPT Regulation, a prior opinion on the Procedure and on any amendments thereto, as well as on proposals to be submitted to the Shareholders' Meeting regarding any amendments to the Bylaws deemed necessary by the Board of Directors, pursuant to Article 4, paragraph 5, of the RPT Regulation, in the context of the definition of the Procedure;
(ii) to put forward reasoned opinions in advance on the company's interest in carrying out Related Party Transactions, whether Significant or Less Significant, submitting an opinion on the advantage and substantive and/or procedural fairness of the related conditions, after receiving complete and adequate information flows. These opinions are attached to the referenced minutes and are published where required by law.

The Committee is also actively engaged in the negotiation and preliminary stages of Significant Transactions, receiving comprehensive and current information and having the authority to demand information and offer feedback to delegated bodies and individuals responsible for conducting negotiations or preliminary activities. The Committee also assesses, at least once a year, the proper application of the exemption conditions to Significant Transactions falling under Ordinary Transactions and receives the ex post information flow referred to in Article 10 of the Procedure. Lastly, the Committee is empowered to request the information required for the performance of its duties. The Committee may also avail itself - at the Company's expense and within the expenditure limits under Article 6.8 of the Procedure - of the advice of one or more independent experts, chosen and appointed by the Committee (or by the Board of Directors on the Committee's recommendation), to assist the Committee in carrying out its functions, in accordance with the provisions of the Procedure. The Committee is called upon to assess in advance the independence of any independent experts engaged by the Committee or used by the Company for assistance in specific Related Party Transactions.

The Committee receives, on a quarterly basis, information on the Related Party Transactions carried out by the Company, also through its subsidiaries. Additionally, the Committee receives, at least on an annual basis, information on the application of the cases of exemption from the application of the RPT Procedure.

In the context of the meetings held during the Year, the Related Party Committee carried out the activities within its remit and, in particular, discussed and resolved on, inter alia, the matters indicated below, providing its opinion to the Board of Directors, where required:

reviewed the capitalization of the subsidiary Cartiere di Guarcino;
reviewed the proposed signing of intra-group agreements (so-called cost share agreements), along with the agreement to share the implementation of the new ERP software (SAP S/4 HANA);
reviewed and approved the establishment of an intercompany account agreement;
reviewed and approved the annual and quarterly report on related party transactions (including exempt transactions);
updated its regulation.

Additionally, the Committee took note of the quarterly reports on related party transactions for the period prepared by the Related Party Transaction Oversight, before their review by the Board of Directors, putting forward observations on a number of occasions.

With regard to 2024, the Related Party Committee met 1 time, on 8 March 2024. At this meeting, the Committee reviewed and approved the annual and quarterly report on related party transactions (including exempt transactions).

10. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

The Board of Directors - which has the remit of the internal control and risk management system (the "Internal Control and Risk Management System" or "ICRMS") as a whole - defines, assisted by the Control, Risk and Sustainability Committee, the guidelines of the Internal Control and Risk Management System, so that the main risks concerning the Company and its Subsidiaries are correctly identified and appropriately measured, managed and monitored, determining the level of compatibility of such risks with the management of the Company that is consistent with the strategic objectives.

The Internal Control and Risk Management System is an integrated system implemented by multiple corporate bodies and organizational units, where the components are coordinated and interdependent, and characterized by their complementary nature in the pursuit of objectives, system characteristics, and operational regulations.

Presented below is an overview of the key figures within the ICRMS, outlining their key remits:

the Board of Directors: sets the guidelines, assesses the adequacy of the ICRMS, outlines its main features in this Report, and ascertains the degree to which risks align with managing the enterprise in accordance with the identified objectives;
the Control, Risk and Sustainability Committee: with the responsibilities outlined in the above Section 8, is tasked with providing the preliminary and propositional support to aid the Board of Directors in their evaluations and decisions regarding the ICRMS, as well as their approval of periodic financial and non-financial reports. As such, it is called upon to provide an in-depth analysis, with an integrated approach and through Internal Auditing, of the consistency between internal controls and the different business and governance objectives, assessing the actual coverage of the risks identified through the different response strategies;
the Director in charge of the internal control and risk management system: this is the Chief Executive Officer with the duties outlined in detail in Section 10.2 below, of mapping the main corporate risks and implementing the guidelines defined by the Board of Directors. The duties of the Director in charge of the ICRMS, as part of the risk management process, include periodically analyzing, together with the Chief Financial Officer, the high-risk recommendations that have emerged from audits. Bearing this in mind, the Director in charge of the ICRMS meets periodically with the Head of Internal Auditing to review outstanding reports and audit recommendations and gather opinions on risks and controls;
the Head of Internal Auditing: responsible for assessing that the internal control and risk management system is in operation and adequate, according to the tasks detailed in Section 10.3 below. Specifically, it is responsible for third-level controlling and is therefore responsible for providing independent assurance on the ICRMS aimed at improving the effectiveness and efficiency of the organization. Internal Auditing is responsible for seeing that the ICRMS is in operation and adequate in relation to the Company's size and operations, ensuring that Management has identified the main risks, that they have been assessed consistently, and that appropriate mitigation actions have been defined and implemented. It also assesses that risks are managed consistently with the resolutions of the Board of Directors, external regulations, and the Company's internal rules. The Head of Internal Auditing coordinates the periodic process of recognition and measurement of business risks, the outcomes of which are used for the purpose of preparing the annual Audit Plan;

the Board of Statutory Auditors, also acting as the Internal Control and Audit Committee pursuant to Article 19 of Legislative Decree no. 39/2010: represents the top supervisory body that oversees the effectiveness of the internal control and risk management system;
the Supervisory Board: established in implementation of Legislative Decree no. 231/2001, has broad tasks for the purpose of overseeing the validity and effectiveness of the Organizational, Management and Control Model pursuant to Legislative Decree no. 231/2001;
Second-level control functions: these are figures with specific tasks and control responsibilities on different risk areas/types. These functions oversee business risks, suggest guidelines for associated control systems, and assess their adequacy to guarantee operational efficiency and effectiveness, proper risk control during business operations, dependable information, and compliance with laws, regulations, and internal procedures;
company Management: at all levels of the organization, is responsible primarily for internal control and risk management activities (first level of control). In the course of daily operations, it is called upon to identify, measure or assess, monitor, mitigate and report risks arising from ordinary business operations, in accordance with the risk management process and applicable internal procedures. Additionally, Management provides timely information to corporate bodies, according to established internal procedures, on any event that has significant financial implications or may harm the reputation of the organization.

On 12 March 2024, the Board of Directors, subject to the favourable opinion of the Control, Risk and Sustainability Committee and the Board of Statutory Auditors, appointed Fabio Quadriglia as Head of Internal Audit, effective as of the date of approval by the 2024 Shareholders' Meeting of the financial statements for the year ended 31 December 2023 and for the next three years (i.e., until the approval by the Shareholders' Meeting of the financial statements for the year ending 31 December 2026).

Additionally, the company's organizational chart includes an internal figure in charge of Compliance, Organization and Risk Management activities, with specific responsibilities in the areas of regulatory compliance and control systems and of corporate risk management. This figure provides support in the process of fine-tuning the Internal Control and Risk Management System and in updating Model 231. This role is held by Laura Bellezza, who as of 1 December 2022 took on the role of Head of Compliance, Organization and Risk Management, replacing the previous manager who resigned.

Given the complexity of its operations and the fact that risk-taking is a central and crucial component of the Company's activities, the Board of Directors assessed the importance of identifying and mapping the main risks in advance and adopting suitable instruments to govern and reduce their impact.

In order to align the Neodecortech Group's risk governance with best corporate governance practices and taking account of the risk management and internal control powers identified by the Code, the Issuer has a process in place for identifying, measuring, managing and monitoring corporate risks called "Enterprise Risk Management" (the "ERM Process").

The identified risks may originate internally or externally to the company, and may be associated with the industry and/or market environment, where the likelihood of occurrence falls outside of the company's sphere of influence. In the case of external risks, the goal of the ERM Process is to monitor the risk itself and mitigate the impact if it occurs. In the case of internal risks, the goal of the ERM Process is to manage the risk

through specific prevention and control systems integrated into the company's processes, aimed at reducing the likelihood and/or containing the impact if it occurs.

The ERM process implemented at Group level and with particular specializations within the subsidiaries, provides for the following activities every quarter and in any case of significant event or change:

identification and assessment of the Group's main risks;
identification and updating of response actions to manage the main risks;
identification and monitoring of the implementation time of any improvement actions.

As part of the process of defining the strategic business and financial plan for 2024-2026, the Board of Directors assessed and defined the nature and level of risk consistent with the Company's strategic objectives, including in its assessments all risks that may be significant for the Company from a sustainability point of view in the medium to long term.

The Internal Control and Risk Management System of the Issuer is made up of a set of values, principles, rules of conduct and operating and management procedures that shall be complied with by the Company's management and control bodies, employees and associates. The purpose of the Internal Control and Risk Management System is to enable the pursuit of the Company's objectives, in compliance with the regulations in force, preserving the Company's assets, guaranteeing reliable information (not only financial) provided to the corporate bodies and to the market, through the management and monitoring of the main business risks.

The Internal Control and Risk Management System of the Company, defined on the basis of relevant best practices, is based on the following three tiers of control:

Tier 1: operational functions identify and assess risks and define specific actions to manage them;
Tier 2: the functions responsible for risk control define methodologies and tools for risk management and carry out risk monitoring activities;
Tier 3: Internal Audit provides independent assessments on the Internal Control and Risk Management System as a whole.

The guidelines of the Internal Control and Risk Management System were defined by the Board of Directors so that the main risks affecting the Issuer and its subsidiaries are correctly identified, and adequately measured, managed and monitored, also by determining the criteria for the compatibility of such risks with a sound and fair management of business. These guidelines also took account of the socio-environmental risks that may be relevant for the medium/long-term sustainability of the Company's activities. With regard to the outcome of the activities conducted, the Director in charge of the internal control system and the Control, Risk and Sustainability Committee, within their remits, have stressed that the current internal control and risk management system is consistent and adequate to the size and organizational and operational structure of the Group.

The Control, Risk and Sustainability Committee, in particular, based on the evidence obtained in the performance of its activity, assessed on 08 March 2024 that the current internal control and risk management system is consistent and adequate to the size and organizational and operational structure of the Group.

In light of the above, on 12 March 2024, the Board of Directors of the Company, having considered the opinions expressed by the Control, Risk and Sustainability Committee and the Chief Executive Officer, assessed the internal control system to be largely suitable for the company's characteristics and the assumed risk, emphasizing its ability to mitigate each of the above-described risks.

On 12 March 2024, the Board of Directors, having heard the Board of Statutory Auditors and the Director in Charge, and with the prior opinion of the Control, Risk and Sustainability Committee, approved the report on Internal Audit activities at 31 December 2023 and the audit plan for 2024-2026.

10.1. Description of the main characteristics of the risk management and internal control system in relation to the financial reporting process, pursuant to Article 123-bis, paragraph 2, letter b), TUF

As part of the Risk Management and Internal Control System, the closing process known as the Financial Statement Closing Process (hereinafter, the "FSCP") provides guidance within the Company to ensure the timely, effective, organized and accurate production of corporate disclosure to monitor final business performance and related recurring external financial communication.

The periodic financial statements are prepared in compliance with the international accounting standards (IFRS). This activity is entrusted to the Chief Financial Officer (CFO), assisted operationally by the organizational units involved. The closing process also enables the Group to comply with the indications set out by the Stock Exchange Regulation for the preparation of mandatory interim documents.

The FSCP consists of macro-activities, ranging from preparing instructions for closing activities and calendar dissemination to preparing all financial statement schedules as required by regulations.

More specifically, the FSCP is a wide-ranging and articulated process involving all the companies of the Group aimed at obtaining the Financial Statements and the interim financial reports, as well the related disclosure. The financial reporting process, both for annual and interim closures, consists of a series of operational steps that involve the different business functions responsible for managing the asset and liability cycle, treasury, personnel management and general and tax accounting.

The Company has set up a reporting system, as a system of information flows that allows performance to be monitored, both from an operational and financial point of view, enabling the Management of the Neodecortech Group to assess the achievement of the objectives set by the strategic planning and budgeting activities, and put in place the appropriate remedies if required. This system provides useful information that enables comprehensive monitoring of company performance.

As part of the monitoring processes, a I° tier Operational Control is implemented, carried out mainly by corporate functions and based on a time span that is not only quarterly and monthly, but also weekly and daily, aimed at assessing more detailed performance directly traceable to the areas overseen by these organizational units. Additionally, there is a II° tier Management Control, which operates mainly on a monthly basis and provides data to support managerial action and decision-making. This process, which is aimed at producing analyses comparing objectives and actual figures, uses as its output a detailed report on sales together with a financial-operational report in order to provide Top Management with a monthly update on the main evidence of the Group's general performance emerging from the control process.

10.2. Director in charge of the internal control and risk management system

On 28 April 2022, the Board, following renewal of the Board of Directors by the Shareholders' Meeting of 27 April 2022, appointed Luigi Cologni as Director in charge of the internal control and risk management system (the "Director in Charge"). It should be noted that Mr. Cologni held the office until 27 April 2022, as per the appointment on 11 December 2019.

In assessing the main risks, the Director in Charge is assisted by the Compliance, Organization and Risk Management department. Internal Audit also conducts independent audits of the Risk Management System.

Specifically, the Director in Charge:

identifies the main business risks, taking account of the characteristics of the activities carried out by the Company and its subsidiaries, and periodically submits them to the Board of Directors for their review;
implements the guidelines set by the Board of Directors, seeing to the planning, implementation and management of the internal control and risk management system, constantly checking its adequacy and effectiveness;
where appropriate, entrusts the head of internal audit to conduct audits on specific operational areas and on compliance with internal rules and procedures in the performance of corporate transactions, concurrently notifying the Chairman of the Board of Directors and the Chairman of the Board of Statutory Auditors;
deals with the adaptation of the internal control and risk management system to the dynamics of operating conditions and the legislative and regulatory landscape;
promptly reports to the Control, Risk and Sustainability Committee on situations and critical issues that have materialized in the performance of the activities or of which he has been informed in any case, so that the Board of Directors may adopt the appropriate measures.

During the Year, the Director in Charge performed the following activities:

identified the main business risks, taking account of the characteristics of the activities carried out by the Company and its subsidiaries, submitting them periodically to the review of the Board;
implemented the guidelines outlined by the Board of Directors, planning, implementing and managing the internal control and risk management system and constantly checking its adequacy and effectiveness, also in light of the operating conditions and the legislative and regulatory framework;
promptly reported to the Control and Risk Committee and to the Board of Directors on situations and critical issues that materialized in the performance of the activities or of which he was informed in any case;

dealt, in alignment with the Compliance, Organization and Risk Management Department with the adaptation of the Company's structures to the specific regulations provided for by the relevant legislative and regulatory framework (e.g. Legislative Decree 231/2001, EU Regulation no. 2016/679, 262/2005, Corporate Governance Code, etc.).

10.3. Head of Internal Audit

Effective from 3 March 2021, the position of Head of Internal Audit was assigned to Studio Maestrini, represented by Mauro Maestrini, for a term of three years (i.e., until the approval by the 2024 Shareholders' Meeting of the financial statements for the year ended 31 December 2023). In light of the foregoing, on 12 March 2024, the Board of Directors, subject to the favourable opinion of the Control, Risk and Sustainability Committee and the Board of Statutory Auditors, appointed Fabio Quadriglia as Head of Internal Audit, who will remain in office effective as of the date of approval by the 2024 Shareholders' Meeting of the financial statements for the year ended 31 December 2023 and for the next three years (i.e., until the approval by the Shareholders' Meeting of the financial statements for the year ending 31 December 2026). Mr. Quadriglia had already been a member of Mr. Maestrini's work team during the period 2021-2023.

The current decision to appoint an external figure as Head of Internal Audit is based on the need to increase efficiency in terms of costs and skills, as well as to optimize resources, in addition to the need to guarantee the professional qualities, independence and autonomy of the function. The Company has also deemed that the expertise brought by Mr. Quadriglia can contribute to the training of an internal professional to be identified and will take over the role of Internal Audit of the Neodecortech Group in the coming years.

In this regard, it should be noted that Mr. Quadriglia was deemed to have adequate professional qualities, independence and organizational requirements.

Mr. Quadriglia has no connection with the Company or any of its Group companies.

Except for the abovementioned relationship, Mr. Quadriglia does not currently have any other professional relationship with the Issuer, the Group's companies, the Shareholders, the members of the Board of Directors or the Other Executives.

Internal Audit is independent and the remuneration of the Head of Internal Audit was determined by the Company in line with company policies.

The Head of Internal Audit is in charge of assessing that the internal control and risk management system is working properly, adequately and consistent with the guidelines laid down by the Board of Directors and, to this end:

(i) assesses, both on a continuous basis and in relation to specific needs and in compliance with international standards, the operation and appropriateness of the internal control and risk management system;
(ii) has direct access to all information relevant to the performance of the assignment;
(iii) prepares periodic reports containing adequate information on activities carried out, on the risk management process, and on compliance with the plans set out for their mitigation. The periodic reports contain an assessment on the appropriateness of the internal control and risk management system;
(iv) prepares timely reports on events of particular relevance;
(v) sends the reports referred to in letters c) and d) to the Chairmen of the Board of Statutory Auditors, the Control, Risk and Sustainability Committee and the Board of Directors, as well as to the Director in Charge;

(vi) assesses, as part of the audit activity, the reliability of information systems, including accounting systems.

The Head of Internal Audit has no operative responsibilities and reports directly to the Board of Directors. He also has direct access to all information relevant to the performance of the assignment.

On 12 March 2023, the Board of Directors, having heard the Chief Executive Officer, having acknowledged the favourable opinion of the Board of Statutory Auditors pursuant to letter c) of Recommendation no. 33 of the Corporate Governance Code, as well as the favourable opinion of the Control, Risk and Sustainability Committee, approved the 2024-2026 Audit Plan.

During the Year, the Head of Internal Audit carried out the activities and audits provided for in the 2021-2023 Audit Plan, submitting the results to the competent functions. Specifically, the activities carried out can be classified in the following types:

compliance audits, activities aimed at ensuring the operation of the control system designed to comply with legal provisions or internal procedures and/or regulations;
operational audits, activities aimed at assessing the adequacy, effectiveness and functionality of operational processes, procedures, systems, methods and resources in relation to the objectives of corporate organizational structures.

During the Year, the Issuer, assisted by the Organization, Compliance and Risk Management Function, reviewed and updated the ERM Process and informed Internal Audit. The latter, following a risk-based approach, carried out the implementation activities of the Audit Plan, including IT audits.

During the Year, the Head of Internal Audit discussed the development of activities with the Control, Risk and Sustainability Committee, the Director in Charge and the Board of Statutory Auditors, also submitting specific progress reports.

On 7 September 2023, the Board of Directors, having heard the Board of Statutory Auditors and with the prior opinion of the Control, Risk and Sustainability Committee, acknowledged the report on the Internal Audit activities carried out during the first half of the Year.

On 12 March 2024, the Board of Directors, having heard the Board of Statutory Auditors and with the prior opinion of the Control, Risk and Sustainability Committee, acknowledged the report on the Internal Audit activities carried out during the second half of the Year.

Lastly, on the same date, the Board of Directors, having heard the Board of Statutory Auditors and the Director in Charge, and with the prior opinion of the Control, Risk and Sustainability Committee, approved the report on Internal Audit activities at 31 December 2023 and approved, having heard the Chief Executive Officer, the Control, Risk and Sustainability Committee and the Board of Statutory Auditors, the audit plan for 2024.

10.4. Organizational Model pursuant to Legislative Decree 231/2001

The Issuer has adopted an Organizational, Management and Control Model pursuant to Legislative Decree no. 231/2001 (the "Model 231").

On 8 November 2023, the Board of Directors, also following entry into force of Legislative Decree 24/2023, which transposed into Italian law Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 (so-called Whistleblowing Directive), resolved to update (i) the Code of Ethics (which, pursuant to a recent ruling of the Court of Cassation, will constitute an integral part of the Organizational, Management and Control Model pursuant to Legislative Decree 231/01), and (ii) the Organizational and Management Model general section, in order to adapt the latter to the latest version of Legislative Decree 231/2001, as most recently amended by Legislative Decree 24/2023 and following the ANAC guidelines ("Model 231"). The general section of Model 231 is available on the Company website, Investor/Etica e Compliance section.

Model 231 aims at preventing the commission of the offences provided for therein in the interest or to the advantage of the Company by its Top Management or by its associates or employees, and is periodically updated by the Company in order to adapt it to any organizational or legal changes or to incorporate any observations made by the Supervisory Board.

Specifically, Model 231 consists of two parts. The first, of a general nature, presents the purposes, the recipients, the components of the preventive control system of Model 231 itself and, again in line with the provisions contained in Legislative Decree no. 231/2001, the structure, operation and tasks of the Supervisory Board which, pursuant to Article 6 of Legislative Decree 231/2001, is tasked with supervising the operation of and compliance with Model 231.

The second part of Model 231, which is of a special nature, contains a description of the types of crimes envisaged by Legislative Decree no. 231/2001 and the relevant sanctions with regard to the areas of risk of commission of the aforementioned offences identified in Model 231.

The types of offences that Model 231 intends to prevent concern:

(i) offences committed to the detriment of Public Administration;
(ii) computer crimes and unlawful data processing;
(iii) organized crime offences;
(iv) offences against industry and trade;
(v) corporate offences;
(vi) corruption between individuals;
(vii) crimes for the purposes of terrorism or subversion of the democratic order;
(viii) crimes relating to the imposition or maintenance in slavery or servitude;
(ix) market abuse;
(x) manslaughter and grievous or extremely grievous bodily harm, committed in violation of the regulations governing accident prevention and the protection of health and safety in the workplace;
(xi) receiving stolen goods, money laundering, and use of money, goods or benefits of unlawful origin, self-laundering;

(xii) crimes relating to copyright infringement;
(xiii) environmental offences;
(xiv) unlawful intermediation and exploitation of labour.
(xv) employment of third-country nationals whose stay is irregular;
(xvi) tax offences;
(xvii) transactional offences;
(xviii) smuggling offences.

The Company, having consulted with its Union Representatives/the Single Union Representatives/and the Trade Unions to gather their input, has established its own internal reporting channel in accordance with Legislative Decree 24/2023 and entrusted the management of the report to an autonomous internal Office (the "Whistleblowing" Committee) duly trained and informed and consisting of 2 resources authorized by the Company to the processing of personal data in accordance with GDPR 2016/679. Specifically, the Committee consists of:

(i) a Risk & Compliance manager of the Group and member of the Supervisory Board; and
(ii) an ASPP (Prevention and Protection Service Representative) and QHSE (Quality, Health, Safety, and Environment) contact person and member of the Supervisory Board.

The provisions contained in Model 231 are supplemented by those of the Code of Ethics, which describes the commitments and ethical responsibilities in the conduct of business and corporate activities to which each employee and all the subjects with whom the Company interfaces, must conform in carrying out their activities, in the belief that ethics in the conduct of business is the cornerstone for success in corporate activities. The Code of Ethics is available on the Company website, Etica e Compliance section.

In accordance with the provisions of Legislative Decree 231/2001, the Company has also set up the Supervisory Board, which is tasked with supervising the adequacy and effective implementation of Model 231, and the Code of Ethics, seeing to any necessary updates.

In accordance with the provisions of Legislative Decree 231/2001, the Supervisory Board carries out its functions in full autonomy, operating without any constraints of dependence on other company functions, on Top Management and on the Board of Directors.

The Supervisory Board maintains constant relations with the Board of Directors and the Board of Statutory Auditors, periodically informing them of the implementation of the Model, the need to modify or update it, as well as the results of the assessment activities carried out and, promptly, of any violations ascertained.

The Supervisory Board acts on the basis of the purposes assigned to it by law and steers its operations towards the pursuit of such purposes. At the date of the Report, the Supervisory Board, appointed, pursuant to Neodecortech's Model 231, on 05 March 2023 and in office until approval of the Company's draft financial statements for the year ending 31 December 2025, is composed as follows:

(i) Ettore Raspadori (Chairman, external member);

(ii) Federica Menichetti (external member);
(iii) Laura Bellezza (internal member).

Mention should be made that Ms. Menichetti is also a Standing Auditor of the Issuer and her appointment as member of the Supervisory Board was deemed appropriate by the Issuer in order to ensure coordination among the various parties involved in the internal audit and risk management system, in compliance with the recommendations of the Corporate Governance Code.

10.5. Independent Auditors

The Independent Auditors in charge of the statutory audit of the Issuer's accounts are BDO Italia S.p.A., with registered office in Viale Abruzzi 94, Milan, registration number with the Milan Company Register, tax code and VAT no. 07722780967, registered at no. 167991 in the Register of Independent Auditors pursuant to Legislative Decree no. 39 of 27 January 2010.

On 9 December 2019, the Shareholders' Meeting of Neodecortech resolved on:

the granting to the Independent Auditors of the nine-year audit assignment pursuant to Article 17 of Legislative Decree no. 39/2010, subject to commencement of trading of the Shares on the MTA (now Euronext Milan) by 31 July 2020; (the "Nine-Year Assignment"); and
the concurrent mutual termination of the three-year assignment to the Independent Auditors on 23 June 2017 (the "2017 Assignment"), effective by 31 July 2020, subject to the Trading Commencement Date.

On 24 February 2020, the Shareholders' Meeting, by virtue of the time requirements of the listing and given that:

the 2017 Assignment had lasted until the date of approval of the financial statements at 31 December 2019 (again on 24 February 2020); and
trading of the Shares on the MTA (now Euronext Milan) at such date had not yet commenced,

based on a reasoned proposal by the Board of Statutory Auditors, appointed the Independent Auditors to carry out the statutory audit of the separate and consolidated financial statements for 2020, 2021, 2022 (the "2020 Assignment").

At the same meeting, the Shareholders also authorized the Board of Directors to proceed with the mutual termination of the 2020 Assignment, as of the Trading Commencement Date. The Nine-Year Assignment became effective on 25 May 2020.

The Shareholders' Meeting held on 27 April 2023 supplemented the fees payable to the Independent Auditors effective from 2022.

The Nine-Year Assignment covers the statutory audit of the financial statements and the consolidated financial statements (including the ascertainment that the accounts are properly kept and that operations are correctly recorded in the accounting records) for the nine-year period 2020-2028, as well as the limited audit of the half-year report of the Company at 30 June each year in the period considered above.

10.6. Financial Reporting Manager and other corporate roles and functions

During the first month of the Year, Francesca Terrinoni was appointed Financial Reporting Manager, following the resignation of Mr. Zanobini from the office of Chief Financial Officer of the Company; on 3 November 2022, she was appointed by the Board of Directors as Chief Financial Officer and interim Financial Reporting Manager.

On 3 November 2022, effective 1 February 2023, the Board of Directors of the Company, upon the favourable opinion of the Board of Statutory Auditors, appointed Chief Financial Officer Marina Fumagalli as the Financial Reporting Manager pursuant to TUF 154-bis.

The Board of Directors, having assessed Marina Fumagalli's curriculum vitae and reviewed the statement signed by her and made available to the Board, found her to possess the experience required by the Bylaws to perform this function, and also deemed the resources allocated to her to be adequate.

The Financial Reporting Manager was granted the powers to:

(i) obtain promptly, or within the time limits indicated by the latter, from any person within the Company and the companies belonging to the Group, any information of an administrative and accounting nature that is useful for the preparation of the financial statements and the consolidated financial statements;
(ii) obtain within the Company or the Group's Subsidiaries information of a managerial nature related to events that may in any way significantly influence the performance of the Company and the Group;
(iii) take part in the meetings of the Board of Directors of the Company, of all the companies included in the scope of consolidation where the agenda includes items that have an impact on the Company's results, balance sheet and financial situation, and in those cases where issues relevant to its business are discussed;
(iv) have access to all the resolutions of the corporate bodies and related documents, which have an impact on the results, balance sheet and financial situation of the Company and the Group;
(v) propose to the Board of Directors the adoption of guidelines for the companies of the Group regarding the organizational setup of the administrative and control structure;
(vi) draft or amend having heard the opinion of the operational structures, the Chief Executive Officer and the director in charge of the internal control and risk management system, where applicable company procedures relating to processes falling under the areas under the direct responsibility of the Financial Reporting Manager, including sections of procedures which, as part of cross-cutting management processes, outline activities relevant to the tasks and responsibilities assigned to him;
(vii) initiate the process of amending company processes and procedures of which the Financial Reporting Manager is not the process owner, including IT processes, which have an indirect impact on the preparation of the financial statements and the consolidated financial statements and on the results, balance sheet and financial situation;
(viii) identify, assisted by the Board of Directors and the hierarchical managers of the company divisions involved, and with the opinion of the director in charge of the internal control and risk management system, the organizational and procedural solutions suitable for ensuring the adequacy of the

Internal Control System for financial reporting. The Board of Directors and the heads of the various company divisions shall provide the Financial Reporting Manager with the necessary support for the performance of his duties;

(ix) receive advance information on any proposed changes to all company procedures (operational and managerial);
(x) carry out controls on any company process that has a direct or indirect impact on the preparation of the annual financial statements and the consolidated financial statements, and to make changes to the internal accounting control system (understood as the set of people, tools, information and rules for mitigating company risks) of the Company and the Group Subsidiaries;
(xi) make use of any company function for the performance of the tasks assigned, as well as of external consultancy;
(xii) request, in accordance with the schedules prepared by the Financial Reporting Manager, certifications from the other departments of the Company and of the Group companies, regarding the data disclosed by them for the purposes of keeping accounting records and preparing corporate communications;
(xiii) establish reporting mechanisms that include specific obligations in terms of completeness of data and peremptory deadlines, leading to the application of certain sanctions in the event of noncompliance;
(xiv) carry out audits relating to the task of supervising the administrative-accounting system and the process of drawing up the financial statements in each department of the Company and all its subsidiaries.

In order to ensure adequate performance of this function, the Board of Directors allocated a budget of € 50,000 to the Financial Reporting Manager.

10.7. Other parties involved in the internal control and risk management system

10.7.1. Head of Organization, Compliance and Risk Management

Effective 1 December 2022, Laura Bellezza was appointed Head of Compliance, Organization and Risk Management, replacing the previous outgoing manager.

Within this scope, the Head of Compliance, Organization and Risk Management carries out the following activities in particular:

(i) support to Internal Audit in planning activities and periodic monitoring;
(ii) planning, amendment and implementation of Neodecortech Group business procedures;
(iii) analysis of business processes with a view to increasing efficiency;
(iv) assessment of the efficiency of the controls put in place by Neodecortech Group companies in order to improve their effectiveness;
(v) risk management, risk mapping and crisis management activities;

(vi) preparation, if the case, of reports for executives and regulatory bodies;
(vii) development and oversight of control systems to prevent or manage violations of internal guidelines and policies;
(viii) support to and internal member of the Supervisory Board in providing assurance on the adequacy of the Company's Model 231 (updating, information flows, checks and in-depth analyses);
(ix) monitoring and analysis of the regulatory framework on 231;
(x) collaboration with the various corporate bodies (Board of Directors, Board of Statutory Auditors, Control, Risk and Sustainability Committee).

10.8. Coordination among parties in the internal control and risk management system

Coordination between the parties involved in the Control and Risk Management System is ensured by constant information flows, with a view to efficiency and maximum mutual integration. It should also be noted that Model 231, as approved by the Board of Directors of the Company, envisages specific obligations of coordination among the corporate functions and the supervisory bodies with regard to offences that are relevant pursuant to and for the purposes of Legislative Decree no. 231/2001.

In accordance with the relating Regulation, the Chairman of the Board of Directors, the Chief Executive Officer, in his capacity as Director in Charge, and the members of the Board of Statutory Auditors, as well as, when deemed appropriate and upon the decision of the Chairman of the Control, Risk and Sustainability Committee, the heads of the Company's and/or the Neodecortech Group's structures, shall be invited to attend the meetings of the Control, Risk and Sustainability Committee in order to provide information and express their respective assessments with regard to the aspects related to the Control and Risk System, as per the individual items on the agenda.

11. DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS

On 25 June 2020, the Board of Directors adopted the Related Party Procedure, implementing Article 2391 bis of the Italian Civil Code, and the RPT Regulation, subsequently amended by approval of the Board of Directors on 10 December 2020 - in compliance with the regulatory changes resulting from the implementation of Directive no. 828/2017 so-called Shareholders Rights Directive II - on 28 June 2021 and, most recently on 30 March 2023. The Related Party Procedure is available on the Company website, "Corporate Governance/Documenti e Assemblee/Procedure section.

The Related Party Procedure, in compliance with the RPT Regulation, sets the rules governing the approval and execution of Related Party Transactions entered into by the Company, either directly or through its Subsidiaries, in order to ensure the transparency and substantial and procedural fairness of such transactions, as well as the cases of derogation from the application of these rules.

The Company identifies related parties in connection with the provisions of Article 2 of the Related Party Procedure and establishes a special register of such parties (the "Register"). Its preparation and updating, which is maintained in electronic format, is seen to by the RPT Department, assisted by the competent corporate functions. The Register is also kept in compliance with current privacy regulations.

The Related Party Procedure is available on the Company website, Documenti e Assemblee section.

In application of the Related Party Procedure, the Involved directors and Related directors (as defined in the RPT Regulation and the Related Party Procedure) shall promptly and fully inform the Board of Directors on the existence of their own interest or the interest of third parties, also pursuant to and in accordance with Article 2391 of the Italian Civil Code.

Assisted by the RPT Committee, the Related Party Committee assesses the abovementioned cases in which the directors have an interest. In such circumstances, pursuant to Article 5.8 of the Related Party Procedure, such directors contribute to the quorum of the Board of Directors and actively participate in the Board discussion, but are excluded from the quorum to pass resolutions.

For further information on the composition and operation of the Related Party Committee, see paragraph 9 above.

12. BOARD OF STATUTORY AUDITORS

12.1. Appointment and replacement

Pursuant to Article 30 of the Bylaws, the Board of Statutory Auditors consists of 3 (three) standing auditors and 2 (two) alternate auditors appointed by the Shareholders' Meeting.

The Statutory Auditors shall meet the requirements of law, the Bylaws and other applicable provisions.

The Board of Statutory Auditors remains in office for three years and its term of office expires on the date of the Shareholders' Meeting called to approve the financial statements for the third year of office. The Statutory Auditors are appointed - in compliance with the applicable legislation in force at the time on gender balance - based on the lists submitted by the shareholders, in which the candidates are listed in sequential order.

The lists submitted by the shareholders consist of two sections, one for the candidates running as Standing Auditor, the other for the candidates running as Alternate Auditor. The list shall contain at least one candidate for the office of Standing Auditor and one candidate for the office of Alternate Auditor, and may contain up to a maximum of three candidates for the office of Standing Auditor and two candidates for the office of Alternate Auditor.

Shareholders who, alone or together with other shareholders, hold, at the time of submission of the list, the percentage stake required to submit lists for the election of members of the Board of Directors of the Company, are entitled to submit a list. Each shareholder, as well as the shareholders belonging to the same group, the shareholders who are members of the same shareholders' agreement pursuant to Article 122 of the TUF, the controlling entity, the subsidiaries and those subject to joint control pursuant to Article 93 of the TUF, may not submit or take part in the submission of more than one list, neither through a third party nor a trust company, nor vote for different lists. Each candidate may stand for election only on one list, under penalty of ineligibility.

Candidates may not be included in the lists if they are ineligible or incompatible, or if they do not meet the requirements of independence, integrity and professionalism set out by applicable law, or exceed the limits for the maximum number of offices set out by law and regulation. Outgoing Statutory Auditors are eligible for re-election.

For the purposes of the provisions of Article 1, paragraph 2, letters b) and c) and paragraph 3 of Ministerial Decree no. 162 of 30 March 2000, matters strictly pertaining to the activities carried out by the Company are intended as commercial law, company law, business administration, accounting, finance, statistics, as well as matters with a similar or comparable purpose, while business segments strictly pertaining to those in which the Company operates are intended as decorative paper, laminates and panels.

The lists submitted by the shareholders are filed, according to the indications in the notice of call of the Shareholders' Meeting, at the registered office and are available to any person upon request. Filing shall be made at least twenty-five days before the date set by the Shareholders' Meeting convened on first or in single call to resolve on the appointment of the members of the Board of Statutory Auditors, unless otherwise provided for by law and regulations.

Moreover, the lists that contain a total of three or more candidates shall include candidates of different gender, as provided for in the notice of call of the Meeting, so as to allow the Board of Statutory Auditors to

be composed in accordance with the provisions on gender balance set out in the legal and regulatory provisions in force from time to time and in the Corporate Governance Code issued by Borsa Italiana S.p.A..

Each list shall be filed together with (i) information on the identity of the shareholders who have submitted the lists; (ii) the professional curricula vitae of each candidate, which contain detailed information on his/her personal (including gender) and professional details; (iii) the statements that each candidate accepts the nomination and states, under his/her responsibility, that there are no reasons for incompatibility or ineligibility, and that he/she complies with the requirements set out by current law and regulations in force to hold office, including compliance with the limits to the maximum number of offices set out by current legal and regulatory provisions; and (iv) additional information required by legal and regulatory provisions, included in the notice of call of the Meeting. Within the deadline set out by the applicable regulations for publication of the lists by the Company, the specific certification issued by the intermediary authorized by law shall be filed, proving ownership of the number of shares required to submit the list at the time of filing with the Company.

Any list that fails to comply with the foregoing requirements is considered as not having been submitted.

If, by the deadline for submitting lists, only one list has been filed, or only lists submitted by shareholders who are connected pursuant to Article 144-quinquies of CONSOB Regulation 11971/1999, lists may be submitted until the third day after such date, without prejudice to the provisions of Article 147-ter, paragraph 1-bis, last sentence, of the TUF. In such case, the threshold for submitting lists is reduced by half.

Statutory Auditors are elected as follows:

(i) from the most-voted list at the Shareholders' Meeting, two Standing Auditors and two Alternate Auditors shall be drawn on the basis of the sequential order in which names appear in the sections of the list;
(ii) from the second most-voted list at the Shareholders' Meeting, submitted by shareholders who are not connected, directly or indirectly, with the shareholders who submitted or voted the most-voted list, the remaining Standing Auditor and the other Alternate Auditor are drawn according to the sequential order in which they appear in the sections of the list.

The election of Statutory Auditors shall, however, be subject to the provisions of the law and regulations in force from time to time. In the event of a tie between the submitted lists, the candidates elected are those of the list submitted by the shareholders holding the largest stake or, secondarily, by the highest number of shareholders.

If, according to the abovementioned procedures, the composition of the Board of Statutory Auditors is not ensured - with regard to its standing members - in compliance with the applicable legislation in force at the time on gender balance, the necessary replacements shall be made among the candidates for the office of Standing Auditor of the most-voted list, according to the sequential order in which candidates are listed. The Standing Auditor drawn from the minority list is appointed to the office of Chairman of the Board of Statutory Auditors.

If the requirements set out in the law and in the Bylaws no longer apply, including the integrity requirements pursuant to Article 148, paragraph 4 of the TUF, the Statutory Auditor shall fall from office.

In the event of replacement of a Standing Auditor, the Alternate Auditor belonging to the same list as the replaced Auditor shall take over until the following Meeting. If, in addition to the Standing Auditor elected from the minority list, the Alternate Auditor from that list ceases to hold office, he/she shall be replaced by the next candidate on the same list or, failing so, by the first candidate on the minority list that was the second most-voted list.

It goes without saying that the replacement procedures referred to in the paragraph above shall, in any case, ensure that the composition of the Board of Statutory Auditors complies with the applicable legislation in force at the time on gender balance.

The previous provisions on the election of Statutory Auditors shall not apply to the Shareholders' Meetings where only one list is submitted, or where no lists are submitted, or to the Shareholders' Meetings which are required by law to appoint the Standing Auditors and/or Alternate Auditors, required to complete the Board of Statutory Auditors following replacement, forfeiture or waiver. With regard to the appointment of Statutory Auditors who, for any reason, were not appointed according to the list voting procedure, the Shareholders' Meeting shall resolve with the majorities required by law, subject to compliance with the principle of necessary representation of minorities and the applicable legislation in force at the time on gender balance.

The Shareholders' Meeting determines the fees to the Statutory Auditors, as well as the refund of expenses incurred to carry out their duties.

12.2. Composition and operation of the Board of Statutory Auditors (pursuant to Article 123-bis, paragraph 2, letters d) and d-bis), TUF)

Pursuant to the Bylaws, the Shareholders' Meeting elects the Board of Statutory Auditors, consisting of 3 Standing Auditors, and determines their compensation. The Meeting also elects 2 Alternate Auditors. Powers, duties and term of office of the Statutory Auditors shall be those established by law. At the Ordinary Shareholders' Meeting on 27 April 2023, in accordance with the provisions of Article 30 of the Bylaws, 2 lists were submitted:

list no. 1, submitted by the controlling shareholder Finanziaria Valentini S.p.A., holder of a total of 8,325,385 ordinary shares of the Company, with no par value, representing 58.55516% of the shares with voting rights;
list no. 2, submitted by the shareholders Hi Algebris Italia Eltif; Anima Sgr S.P.A. fund manager Anima Iniziativa Italia; Arca Fondi Sgr S.P.A. fund manager: Fondo Arca Economia Reale Opportunità Italia, Fondo Arca Economia Reale Equity Italia, Fondo Arca Azioni Italia; BancoPosta Fondi S.p.A. SGR fund manager Bancoposta Rinascimento fund; Fideuram Intesa San Paolo Private Banking Asset Management Sgr S.p.A. fund manager: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 50; Interfund Sicav - Interfund Equity Italy; Mediolanum Gestore Fondi Sgr S.P.A., fund manager Mediolanum Flessibile Sviluppo Italia, holders of no. 1,257,221 ordinary shares of the Company, with no par value, equal to 8.84245% of the shares with voting rights.

List No. 1 received 8,325,385 votes equal to 77.2760% of the voting share capital ("Most Voted List"), while List No. 2 received 2,448,182 votes equal to 22.7239% of the voting share capital ("Minority List").

The Board of Statutory Auditors elected is composed of the following members, as shown in the attached Table 4 ("Structure of the Board of Statutory Auditors"): Edda Delon (Chair) drawn from the Minority List;

Standing Auditors Stefano Santucci and Federica Menichetti drawn from the Most Voted List; Alternate Auditors Pier Paolo Gori drawn from the Most Voted List and Riccardo Losi from the Minority List.

At the time of the appointment of the Board of Statutory Auditors, the stake determined by CONSOB pursuant to Article 144-quater of the CONSOB Issuer Regulation was 2.5% of the share capital, in accordance with the provisions of CONSOB Executive Resolution no. 76 of 30 January 2023.

The members of the Board of Statutory Auditors will serve for three years, including the current one, therefore, until the date of approval of the financial statements for the year ended 31 December 2025.

A brief curriculum vitae of the members of the Board of Statutory Auditors is provided below.

Edda Delon graduated in Economics at the University of Verona, and is listed with the Verona Order of Public Accountants, with the Register of Statutory Auditors at MEF, with the Roll of Court-Appointed Consultants of Verona, and with the Qualified Family Officer list at MISE pursuant to L. 4/2013. She practices as a consultant in tax and corporate matters and as a court-appointed consultant, holds positions as a director, auditor and member of Supervisory Bodies, including in Public Interest Entities.

Stefano Santucci graduated in Economics at the "Luigi Bocconi" University of Milan in 1992, then obtained his PhD in Business Administration at the University of Pavia, where he is currently a Fellow in Business Administration at the Faculty of Economics, and is holder of the International Financial Reporting Standards course, taught in English, and of the Transparency, Internal Control and Non-Financial Reporting course. He has been a Public Accountant and Statutory Auditor listed in the Order of Milan since 1992. He has gained vast experience as a company valuation expert, writer of opinions and fairness opinions on National Accounting Standards (OIC) and International Financial Reporting Standards (IFR), Party or Officially-Appointed Technical Consultant on Financial Statements and Company Valuations, and is Attestor in compositions with creditors, restructuring agreements pursuant to Article 67 of the Bankruptcy Law and debt restructuring agreements pursuant to Article 182-bis of the Bankruptcy Law. He is a member of the Board of Statutory Auditors and Board of Directors of major financial and industrial companies. He is author of numerous essays and publications on financial statements and valuation aspects of extraordinary finance transactions in both Italian and English.

Federica Menichetti graduated in Law at "La Sapienza" University of Rome, and is registered with the Bar Association of Rome. She worked with leading national and international law firms until 2017 (CBA Studio Legale and KPMG Tax & Legal). In 2018, she opened her own law firm. During her career, she has gained experience in commercial law, having legally assisted companies in extraordinary transactions, as well as in corporate compliance with particular regard, inter alia, to issues related to Corporate Governance of listed companies, Sustainability, Legislative Decree no. 231/2001 and Data Protection. She is a member of the Board of Statutory Auditors and Independent Director of listed companies and multinational and/or supervised companies. She holds the role of Chair/Member of the Supervisory Board in multinational and/or supervised companies.

Pier Paolo Gori after graduating in Economics at the "Luigi Bocconi" University of Milan in 2005, qualified as a Certified Public Accountant in Rimini. After working in a prestigious firm in Milan, he has owned his own business and tax consulting firm since 2008. He holds numerous positions as a member of the Board of Statutory Auditors in various companies.

Riccardo Losi graduated in Economics at "La Sapienza" University of Rome in 1992. He has been a member of the Order of Public Accountants of Rome since 1994 and a member of the Register of Statutory Auditors

since 1999. He is a co-founder of "Studio Losi, Cantore, Calabrese – Dottori Commercialisti", a member of "Polo Consulting S.r.l. tra Professionisti". He has held numerous positions with the above professional body, both locally and nationally, as well as academic roles at "La Sapienza" University of Rome. He is currently an adjunct professor at the Chair of Auditing, Deontology and Professional Techniques at the Department of Business and Management at LUISS Guido Carli University in Rome, an adjunct professor at the Chair of Corporate Auditing at Unicusano University in Rome, and has served on Boards of Directors and Boards of Statutory Auditors of various companies including companies part of the Novelli Group, Sacci Cementi Group, and Ericsson Group. He has also been a member of the "Technical Table for the Revision of the Principles of Conduct of the Board of Statutory Auditors of Listed Companies", is registered in the roll of Court-Appointed Consultants of the Ordinary Court of Rome, in the roll of trustees in bankruptcy at the Ministry of Justice, as well as in the lists of mediators and arbitrators at CONSOB. Since 22 November 2022, he has been President of the Commission on "Updating and Revising the Principles of Conduct of the Board of Statutory Auditors of Listed Companies" established at the Italian Accounting Profession.

During the Year, the Board of Statutory Auditors met 12 times. Reference should be made to Table 4 ("Structure of the Board of Statutory Auditors at the end of the financial year") attached to this Report for information on the participation percentage of each Standing Auditor at said meetings and for further details on the composition of the Board of Statutory Auditors. The meetings lasted an average of approximately 2 hours and 30 minutes.

At these meetings, the following issues were discussed, inter alia:

i. preparation and analysis of the self-assessment questionnaire and guidance from the outgoing Board to shareholders for the renewal of the Company's Board of Statutory Auditors;
ii. assessment on the part of individual members of the Board that they continue to satisfy the requirements for taking office;
iii. preparation of the Board of Statutory Auditors' Report to the financial statements of the Company at 31.12.2022;
iv. communication to the governing body pursuant to Article 19 c.1 lett. a) Legislative Decree no. 39/2010;
v. implementation of the checks pursuant to Article 149 Legislative Decree no. 58 of 24 February 1998 regarding compliance with the rules on the submission of lists and the appointment of supervisory bodies;
vi. self-assessment of the Board of Statutory Auditors post-appointment, verification of compliance pursuant to 148-bis of the TUF and 144-quaterdecies of the Issuer Regulation, independence requirements, grounds for ineligibility and disqualification;
vii. updates regarding the activity carried out by the AFC function, the status of implementation of control designs, the outcome of testing activities pursuant to Law 262, obtained at periodic meetings with the CFO;
viii. the trend of the ERM model;
ix. met with the Compliance contact person;
x. obtained information and updates on activities related to the preparation of the non-financial report;
xi. the implementation activity of the new ERP;
xii. exchanges of information with Internal Audit and the Company entrusted with the statutory audit regarding the planning and development of the activities implemented by them.

In the performance of its duties, the Board of Statutory Auditors issued the following opinions:

i. pursuant to Article 154-bis of the Consolidated Law on Financial Intermediation (Legislative Decree no. 58 of 24/2/1998 and SMI, TUF) regarding the appointment of the Company's CFO as Financial Reporting Manager;
ii. proposal for supplementing the Independent Auditors' fee following amendments to the applicable auditing standards according to Legislative Decree 39/2010;
iii. pursuant to Article 2389 of the Italian Civil Code regarding the remuneration of directors holding strategic responsibilities;
iv. pursuant to Article 2389, paragraph 3, of the Italian Civil Code for recognition to executive directors of an extraordinary bonus.

The Board of Statutory Auditors met 4 times during the current year. At these meetings, the following issues were discussed, inter alia:

i. exchange of information with the Boards of Statutory Auditors of the subsidiaries;
ii. activities put in place by the Company regarding related party transactions, insider management and internal dealing;
iii. with regard to the process of preparing the non-financial statement, information was obtained from the Compliance and ERM contact person concerning the functions involved in its preparation, the procedure through which the information is acquired, processed and checked, the drafting principles, and from the auditing company in charge of limited assurance concerning the preliminary activities carried out;
iv. activities carried out by the management control and human resources function contact persons;
v. evolution of the implementation process of the new operating system.

There have been no changes in the structure of the Board of Statutory Auditors after Year end.

The Board of Statutory Auditors, in the performance of its duties, coordinated and regularly coordinates with the Control, Risk and Sustainability Committee, also through the timely exchange of information and constant participation in the Committee's meetings by the Chairman of the Board of Statutory Auditors or other Statutory Auditor.

As part of their activities, the Statutory Auditors did not deem it necessary to request the Head of Internal Audit to carry out audits on specific operational areas or corporate transactions. The composition of the Board of Statutory Auditors is well balanced, since it includes corporate and financial skills, with particular regard to the Chair of the Board of Statutory Auditors Edda Delon, as well as adequate compliance and legal skills, held respectively by the two full members, Stefano Santucci and Federica Menichetti, who is also a member of the Supervisory Board.

The professional expertise of the members of the Board of Statutory Auditors, as mentioned above in the presentation sheet, is such as to guarantee the necessary level of professional qualities in the exercise of the function of statutory audit by the Board of Statutory Auditors.

At its meeting held on 8 March 2024, the Board - once again carried out - consistently with what was done in the previous year and in accordance with the rules of conduct for listed companies issued by the National Council of Certified Public Accountants and Accounting Experts ('Rules of Conduct') - the assessment process on its functioning. The positive results of the Board of Statutory Auditors' self-assessment process were communicated to the Board of Directors on 18 March 2024 and highlighted in the Statutory Auditors' report to the financial statements as of 31 December 2023.

12.3. Diversity criteria and policies

Under Article 30 of the Bylaws, the composition of the Board of Statutory Auditors is required to ensure gender balance and that the lesser represented gender obtains at least one elected Statutory Auditor.

With regard to the current composition of the Board of Statutory Auditors, it should be noted that the Statutory Auditors possess adequate knowledge of the Issuer's industry of operation, of corporate dynamics and their evolution, of the principles of proper risk management, as well as of the relevant regulatory and self-regulatory framework. With particular regard to gender diversity, it should be noted that, at the date of this Report, the Board of Statutory Auditors is made up of Statutory Auditors belonging to both genders. The Company's objective is to ensure the adequacy of the composition of its Board of Statutory Auditors in terms of gender representation, as well as the skills and professional qualities of its members.

While the Company has made use of the exemption set out in Article 123-bis, paragraph 5-bis, of the TUF and has not adopted diversity policies in relation to the composition of its supervisory body, the current composition of the Board of Statutory Auditors is adequately diversified in terms of age, gender and educational and professional background, as shown by the Statutory Auditors' curricula. Therefore, this aspect is adequately covered. This diversification makes the performance of the functions of the Board of Statutory Auditors more effective and exhaustive, and allows for deeper interaction within the corporate bodies, leveraging on the different skills and experiences gained by the Statutory Auditors.

12.4. Independence

As part of the assessment of independence requirements, the Board of Statutory Auditors:

(i) at the beginning of its term of office, and subsequently confirmed at the meeting on 8 March 2024, pre-established the quantitative and qualitative criteria to assess the significance of the related circumstances pursuant to the Code for the purpose of assessing the independence of the Statutory Auditors; in this regard, the members of the Board of Statutory Auditors assessed that they did not have any relationship of a financial or professional nature, directly or indirectly, through third-party companies or professional firms with the Issuer, the Group of which it is part or natural or legal persons controlling it or subject to common control, during the financial years ended 31 December 2023, 2022, 2021, 2020, 2019, 2018 and 2017 and up to the date of this Report;
(ii) upon appointment on 27 April 2023, and subsequently confirmed at the meeting on 8 March 2024, the Board of Statutory Auditors assessed that its members met the independence requirements set out in Article 148, paragraph 3 of the TUF and in the Corporate Governance Code. The outcome of these assessments was sent to the Board of Directors on 15 June 2023 and the self-declarations of the Statutory Auditors were acknowledged, certifying the satisfaction of the requirements of independence, integrity and professionalism required by law;
(iii) likewise, on 24 May 2023 and subsequently confirmed at the meeting on 8 March 2024, the Board of Statutory Auditors assessed that its members met the independence requirements set out in Article 148, paragraph 3 of the TUF and in the Corporate Governance Code;
(iv) in making the above assessments, it considered all the information made available by each member of the Board of Statutory Auditors, assessing all the circumstances that appear to compromise the independence identified by the TUF and the Corporate Governance Code.

12.5. Remuneration

In compliance with Recommendation no. 30 of the Corporate Governance Code, the remuneration of Statutory Auditors is commensurate with the commitment required, the importance of the role held and the size and sector characteristics of the Company.

12.6. Interest management

In accordance with the provisions of the Corporate Governance Code, the member of the Board of Statutory Auditors who has, on his/her own behalf or on behalf of third parties, an interest in a given transaction of the Issuer, shall promptly and exhaustively inform the other Statutory Auditors and the Chairman of the Board of Directors about the nature, terms, origin and extent of his/her interest.

13. RELATIONS WITH SHAREHOLDERS

13.1. Access to information

The Company considered it in its own interest - as well as a duty towards the market - to establish an ongoing dialogue with all its Shareholders.

Therefore, also in line with the recommendations contained in the Corporate Governance Code, in order to encourage the broadest possible participation of the shareholders in Meetings and facilitate the exercise of shareholder rights - the Company created the specific section Investor Relations, which can be easily identified and accessed on the Company website.

This section provides all relevant information to Shareholders, in a timely manner and following publication of specific press releases, both of an operating and financial nature (financial statements, half-year reports and interim management statements, presentations to the financial community and the stock market performance concerning the financial instruments issued by the Company), as well as the documents of interest to all the shareholders (press releases and documents related to the Shareholders' Meetings).

On 2 March 2021, the Board of Directors of the Issuer - also taking account of the listing of the Company in the STAR segment of the MTA (now Euronext Milan) - resolved to appoint the Chief Executive Officer Luigi Cologni as Investor Relator in place of KT&Partners S.r.l.; this resolution was taken in order to ensure compliance with the provisions contained in the Regulation of the Markets organized and managed by Borsa Italiana S.p.A., which sets out, inter alia, the obligation for companies to identify within their organization an investor relator whose specific task is to manage relationships with investors.

The Investor Relator is responsible primarily for managing relationships with investors, financial analysts and intermediaries. Specifically, it provides support in analyzing research on the Company, establishing consensus estimates, and preparing presentations for the market and for meetings with investors.

The contact points to get in touch with Investor Relations (also found online on the Company Website) are listed below:

- Telephone: +39 035 99 63 02;

E-mail: [email protected].
13.2. Dialogue with Shareholders

At the date of this Report, the Board of Directors has not formally adopted a policy for managing a dialogue with shareholders in general, in accordance with the principle of proportionality also outlined in the Corporate Governance Code and in view of its own size and characteristics (not large or with a concentrated ownership) and composition of its shareholder base.

Nonetheless, in the interest of the Company itself as well as of the integrity of the market, the Company intends to implement an overall management of the dialogue with shareholders and investors (current and potential), by operating both during and outside the Shareholders' Meetings and in compliance with the confidentiality of information, in compliance with the regulatory framework and the policies for the management of corporate information, in particular significant and inside information, as well as the guidelines on selective information.

In this regard, the role of investor relator of the Company is held by the Chief Executive Officer. By reason of his powers and responsibilities, the Chief Executive Officer is the only person designated to receive requests for dialogue. These requests, both those from shareholders or investors and those taken at the Company's initiative, are handled by the Chief Executive Officer in an overall manner and in constant coordination with the Chairman of the Board of Directors. Where deemed appropriate, the Chief Financial Officer is involved in matters within his specific area of responsibility.

Opportunities for dialogue, which are also held in English, mainly concern financial and non-financial results, the risk management system, the share capital structure, ESG (Environmental, Social and Corporate Governance) issues, as well as the Issuer's strategy, to the extent deemed shareable.

The Chief Executive Officer, in coordination with the Chairman of the Board of Directors, reports to the Board of Directors on the investor relations activities carried out at least twice a year, and in any case whenever an event requiring his immediate involvement occurs. In any case, the Board of Directors retains the function of directing and constantly monitoring the dialogue. There are no forms of individual dialogue by other individual members of the governing body.

Therefore, it is believed that the Issuer has so far managed and developed a model of correct, transparent and fruitful dialogue with shareholders and investors, by consolidating the practice previously adopted, according to flexibility and proportionality criteria.

13.3. Dialogue with other stakeholders

The Company has long established an active, transparent, and open dialogue with its stakeholders, both internal (e.g., Group employees) and external (e.g., customers, suppliers, government agencies, banking and other financing institutions, labour organizations, insurance companies) through multiple communication channels, including one-on-one meetings, and participation in events.

14. SHAREHOLDERS' MEETINGS (PURSUANT TO ARTICLE 123 BIS, PARAGRAPH 2, LETTER C), TUF)

The Ordinary Shareholders' Meeting resolves on matters reserved to it by law. In any case, the Ordinary Shareholders' Meeting has the remit for resolutions concerning the acquisition of investments involving unlimited liability of the investee's obligations.

The Extraordinary Shareholders' Meeting resolves on amendments to the Bylaws, on the appointment, replacement and powers of liquidators and on any other matter expressly assigned to it by law. In conjunction with the remit of the Shareholders' Meeting, resolutions on the items indicated in articles 2365, second paragraph, and 2446, last paragraph, of the Italian Civil Code fall under the remit of the Board of Directors.

The Shareholders' Meeting, whether ordinary or extraordinary, is constituted and resolves validly in accordance with the law.

The resolutions of the Meeting, taken in compliance with the law and the Bylaws, are binding on all Shareholders, including those absent or dissenting, and shall be recorded in the minutes, drawn up in compliance with the legislation in force at the time and signed by the Chairman and the Secretary or the notary public chosen by the Chairman. Pursuant to Article 8 of the Bylaws, the Ordinary and Extraordinary Shareholders' Meetings are usually held at the registered office or in other place indicated in the notice of call, as chosen by the governing body, provided that it is in Italy.

The Ordinary Shareholders' Meeting shall be convened at least once a year within one hundred and twenty days of the end of the financial year, or within one hundred and eighty days if the conditions provided for by law are met.

Ordinary and Extraordinary Shareholders' Meetings shall be held in single call, unless the Board of Directors, for a given meeting, has resolved to indicate the date for the second call, giving notice thereof in the notice of call.

Under the Bylaws, the entitlement to attend the Shareholders' Meeting and exercise the right to vote are governed by the regulations in force. Those entitled to vote may be represented at the Shareholders' Meeting pursuant to the law, by means of a written proxy issued in compliance with the procedures provided for by current legislation. The Chairman of the Meeting shall ascertain the validity of the individual proxies and, in general, the right to attend the Shareholders' Meeting.

The Company - availing itself of the power provided for by law - does not appoint the representative referred to in Article 135-undecies of the TUF, unless the Board of Directors has resolved to do so for a specific Shareholders' Meeting, by giving notice thereof in the notice of call of the related Shareholders' Meeting.

Pursuant to the Bylaws, the Shareholders' Meeting is presided over by the Chairman of the Board of Directors or, if not appointed, by the Vice Chairman. In the event of the absence of the Chairman or Vice Chairman, the Meeting shall be chaired by the eldest of the Directors attending. If no member of the governing body is in attendance, or the person appointed according to the above rules, the Shareholders' Meeting shall be presided over by the person elected by the majority of the members attending; the Secretary shall be appointed in the same way.

The Shareholders' Meeting, upon designation by the Chairman, appoints a Secretary, who may or may not be a shareholder, and, if deemed necessary, appoints two scrutineers chosen from among the Shareholders or representatives of Shareholders.

In order to reduce constraints and obligations that make it difficult or costly to attend the Shareholders' Meeting and exercise the voting right, the Meeting Regulation governing the procedure for the Issuer's Ordinary and Extraordinary Shareholders' Meetings provides that those who wish to take the floor shall ask the Chairman, after the item on the agenda to which the request to take the floor refers has been read out and discussion has been opened, and before the Chairman declares the discussion on the item under discussion closed. Those entitled to take the floor are entitled to do so only once on each item on the agenda, except for a reply and an explanation of vote, each lasting no longer than 10 minutes.

The Chairman, taking account of the subject and importance of the single items on the agenda, indicates the time available to each person entitled to take the floor, usually for not less than 5 minutes and not more than 10 minutes. Once the set time has elapsed, the Chairman may invite the person entitled to take the floor to end within the following 5 minutes. Then, if the statement is taking too long, the Chairman may take the floor from the speaker.

Voting by correspondence or by electronic means is exercised according to the procedures indicated in the notice of call, in compliance with the applicable statutory and regulatory provisions.

The conduct of Shareholders' Meetings is governed by the Meeting Regulation, approved by resolution of the Ordinary Shareholders' Meeting on 30 April 2018.

The Meeting Regulation - available on the Company website and at its registered office - was adopted in order to govern the orderly and proper operation of meetings and to facilitate the exercise of shareholders' rights.

* * *

On 27 April 2023, the Shareholders' Meeting of the Issuer was held, which was called to resolve, inter alia, on the financial statements for the year ended 31 December 2022, and the renewal of the Board of Statutory Auditors. At the meeting, attended by 3 of the 9 Directors in office (Mr. Peli, Mr. Cologni, and Mr. Giorgilli), the Board of Directors reported to the Shareholders' Meeting on the activities carried out and planned and made every effort to ensure that the Shareholders were adequately informed about the elements required for them to make informed decisions.

It should also be noted that, with regard to the Year:

at the Shareholders' Meeting held on 27 April 2023, the Board of Directors ensured adequate disclosure to the shareholders, also by preparing and making available the reports on the items on the agenda, pursuant to Article 125-ter, paragraph 3, of the TUF;
the Board of Directors did not find any significant changes in the capitalization or shareholder base such as to require the proposal of amendments to the Bylaws;
during the Year, the Board of Directors, having assessed the corporate governance system as being adequate and functional to the needs of the company, did not submit to the Shareholders' Meeting any proposal concerning (i) the choice and characteristics of the corporate model; (ii) the size, structure, appointment and term of office of the Board; (iii) the structure of administrative and equity rights of the shares and (iv) the percentages established for the exercise of the prerogatives to safeguard minorities.

15. FURTHER CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A), TUF)

The Company has not adopted any additional corporate governance practices beyond those described in this Report.

16. CHANGES SINCE YEAR END

The Issuer notes that there have been no major changes in the ownership structure or corporate governance outlined in this Report since Year end.

17. CONSIDERATIONS ON THE LETTER OF 14 DECEMBER 2023 FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

In accordance with the notice by Borsa Italiana of 14 December 2023, the Issuer sent to the Chairman of the Board of Directors of the Company, as well as, for information, to the Chief Executive Officer and the Chairman of the Board of Statutory Auditors, the 2023 Report of the Corporate Governance Committee "on the evolution of corporate governance of listed companies" containing, inter alia, the recommendations of the Corporate Governance Committee for 2024.

At the meeting of the Board of Directors of the Company held on 12 March 2024, the Board conducted an indepth review of the recommendations, and the Chairman, after clarifying that the Company's governance appears to be already aligned with most of the recommendations made by the Committee, noted the actions already taken and planned by the Company in order to achieve full compliance with the provisions of the Code.

Accordingly, the Board of Directors of the Company provided feedback on the recommendations made by the Corporate Governance Committee as follows:

Topic	Recommendation	NDT Corporate Governance
BUSINESS PLAN	The Committee invites companies to offer sufficient disclosure regarding the Board's engagement in reviewing and approving the business plan, as well as analyzing matters relevant for the generation of long-term value.	The Board of Directors, following a thorough analysis and after review also by the Control, Risk and Sustainability Committee, approved the Group's Business Plan and ESG plan. Committee and Board meetings were preceded by a dedicated breakout session (attended by directors and certain key management personnel of the Company), aimed to provide each Board member with a comprehensive examination of both the Business Plan and the ESG plan (including the underlying issues relevant to long-term value generation).
PRE-BOARD DISCLOSURE	The Committee invites companies to provide sufficient justification for any deviation from the promptness of pre Board disclosure due to confidentiality reasons, which may be provided for in board regulations and/or adopted in practice.	During the Year, there were no exceptions to the promptness of pre-Board disclosure for confidentiality reasons. The Company adopts an information sharing system on a computer platform that protects the confidentiality of data and information.
GUIDANCE ON OPTIMAL COMPOSITION	The Committee invites companies to clearly indicate and give adequate reasons for the failure to express, at the time of the renewal of the board of directors, guidance on its quantitative or qualitative composition and/or the failure to ask those who submit a "long" list to provide	In 2022, the Board of Directors, in view of the expiry of its three-year term, prepared and approved the "Guidance to Shareholders on the Quantitative and Qualitative Composition of the Board of Directors", inviting shareholders to take due account of them when submitting lists.

	the adequate information about correspondence of the list to the guidelines expressed.	This Guidance was published in a timely manner to allow adequate consideration by submitters.
	The Committee also invites companies to indicate how the timing of the publication of the guidance was deemed appropriate to allow adequate consideration by those submitting candidate lists.
INCREASED VOTING RIGHTS	The Committee invites companies to make adequate disclosure in proposals on the introduction of increased voting rights, of the purpose of the decision and the expected effects on ownership and control structures and future strategies, and to provide adequate reasons for any failure to disclose such elements.	The Company does not adopt anv increased voting rights mechanism.

TABLES

TABLE 1

INFORMATION ON OWNERSHIP STRUCTURE AT 18 MARCH 2024

SHARE CAPITAL STRUCTURE
	No. of shares	No. of voting rights	Listed (indicate markets) / unlisted	Rights and obligations
Ordinary shares	14,218,021	100%	Euronext STAR Milan	Rights and obligations as per law and bylaws
Preference shares	N.A.
Multiple-vote shares	N.A.
Other categories of shares with voting rights	N.A.
Savings shares	N.A.
Convertible savings shares	N.A.
Other categories of non-voting shares	N.A.

Report on Corporate Governance and Ownership Structure Neodecortech S.p.A.

Other	N.A.

OTHER FINANCIAL INSTRUMENTS (granting the right to subscribe newly-issued shares)
	Listed (indicate markets) / unlisted	No. of instruments outstanding	Share category servicing the conversion/exercise	No. of shares servicing the conversion/ exercise
Convertible bonds	N.A.
Warrants	N.A.

RELEVANT INVESTMENTS IN THE SHARE CAPITAL
Declarant	Direct shareholder	% on ordinary capital	% on voting capital
FINANZIARIA VALENTINI S.p.A.	Finanziaria Valentini S.p.A.	58.60%	58.60%
AZIMUT INVESTMENTS SA	Azimut Investments SA	5.60%	5.60%
	TOTAL	64.20%	64.20%

TABLE 2 - STRUCTURE OF THE BOARD OF DIRECTORS AT YEAR END

COMPOSITION OF THE BOARD OF DIRECTORS AT 31 DECEMBER 2023
Board of Directors
Role	Members	Year of birth	Date of first appointment (*)	In office since	In office until	List (SUBMITTERS) (**)	List (M/m) (***)		Exec. Non-exec.	Indep. as per Code	Indep. TUF	No. other positions (****)	Investment (*)
Chairman	Luca Peli	1953	11/05/2021	27/04/2022	Appr. Fin. Stat. 31/12/2024	A	M		X			Annex 1	10/10
Chief Executive Officer	Luigi Cologni	1964	07/01/2013	27/04/2022	Appr. Fin. Stat. 31/12/2024	A	M	X				Annex 1	10/10
Executive Director	Giorgilli Massimo	1969	19/07/2017	27/04/2022	Appr. Fin. Stat. 31/12/2024	A	M	X				Annex 1	9/10
Director	Gianluca Valentini	1961	27/04/2022	27/04/2022	Appr. Fin. Stat. 31/12/2024	A	M		X			Annex 1	8/10
Director	Adriano Bianchi	1958	27/04/2022	27/04/2022	Appr. Fin. Stat. 31/12/2024	A	M		X	X	X	Annex 1	7/10
Director	Sara Bertolini	1971	27/04/2022	27/04/2022	Appr. Fin. Stat. 31/12/2024	A	M		X	X	X	Annex 1	8/10
Director	Vittoria Giustiniani	1964	27/04/2022	27/04/2022	Appr. Fin. Stat. 31/12/2024	A	M		X			Annex 1	8/10

Report on Corporate Governance and Ownership Structure Neodecortech S.p.A.

Director	Ida Altimare	1955	27/04/2022	27/04/2022	Appr. Fin. Stat. 31/12/2024	A	M	X	X	X	Annex 1	10/10
Director	Cinzia Morelli	1960	27/04/2022	27/04/2022	Appr. Fin. Stat. 31/12/2024	A	m	X	X	X	Annex 1	9/10

No. of meetings held during the Year: 10

Quorum required for the submission of lists by minorities for the election of one or more members (pursuant to Article 147-ter TUF): 2.5%

NOTES

• This symbol indicates the director in charge of the internal control and risk management system.

(*) Date of first appointment of each director means the date on which each director was appointed for the first time (ever) in the Board of Directors of the Issuer.

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

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

(****) This column indicates the number of directorships or statutory auditor positions held in other listed companies or large-sized ones. In the Report on Corporate Governance, positions are shown in full.

(*****) This column indicates the attendance percentage of directors to the Board meetings (no. of times present/no. of meetings held during their term, for instance 6/8, 8/8, etc.).

TABLE 3 - STRUCTURE OF THE BOARD COMMITTEES AT YEAR END

BoD		RPT Committee	Control, Risk and Sustainability Committee		Remuneration and Appointments Committee
Office/Title	Members	(*)	(**)	(*)	(**)	(*)	(**)
Non-executive and independent director	Ida Altimare	N.A.	N.A.	8/8	M	6/6	C
Non-executive and non-independent director	Vittoria Giustiniani	N.A.	N.A.	N.A.	N.A.	6/6	M
Non-executive and independent director	Cinzia Morelli	6/6	M	N.A.	N.A.	5/6	M
Non-executive and independent director	Adriano Bianchi	5/6	M	7/8	C	N.A.	N.A.
Chairman of the Board and non-independent	Luca Peli	N.A.	N.A.	8/8	M	N.A.	N.A.
Non-executive and independent director	Sara Bertolini	5/6	C	N.A.	N.A.	N.A.	N.A.
Executive Director	Massimo Giorgilli	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
Chief Executive Officer	Luigi Cologni	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

NOTES

(*) This column indicates the attendance percentage of directors to the committee meetings (no. of times present/no. of meetings held during their term, for instance 6/8, 8/8, etc.).

(**) This column indicates the position of the board member in the Committee: "C": Chairman; "M": Member.

Board of Statutory Auditors
Report on Corporate Governance and Ownership Structure Neodecortech S.p.A. Office	Members	Year of birth	Date of first appointme nt *	In office since	In office until	List **	Indep. as per Code	Participation in the meetings of the Board of Statutory Auditors ***	No. other positions ****
Chair	Edda Delon	1965	27/04/23	27/04/23	Appr. Fin. Stat. 31/12/25	m	X	6/6	4
Standing Auditor	Federica Menichetti	1976	24/02/20	27/04/23	Appr. Fin. Stat. 31/12/25	M	X	12/12	9
Standing Auditor	Stefano Santucci	1968	24/02/20	27/04/23	Appr. Fin. Stat. 31/12/25	M	X	12/12	15
Alternate Auditor	Pier Paolo Gori	1978	27/04/23	27/04/23	Appr. Fin. Stat. 31/12/25	M	X	N/A	6
Alternate Auditor	Riccardo Losi	1967	27/04/23	27/04/23	Appr. Fin. Stat. 31/12/25	m	X	N/A	14
STATUTORY AUDITORS WHO LEFT OFFICE IN THE YEAR
Standing Auditor	Stefano Zonca	1964	24/02/20	24/02/20	Appr. Fin. Stat. 31/12/22	M	X	7/7	4
Alternate Auditor	Davide Mantegazza	1965	24/02/20	24/02/20	Appr. Fin. Stat. 31/12/22	M	X	N/A	25
Alternate Auditor	Marinella Monterumisi	1955	19/07/20	24/02/20	Appr. Fin. Stat. 31/12/22	M	X	N/A	17
Number of meetings held during the relevant year: 13 Quorum required for the submission of lists by minorities for the election of one or more members (pursuant to Article 148 TUF): 2.5%

* Date of first appointment of each statutory auditor is understood as the date on which each statutory auditor was appointed for the first time (ever) in the Board of Statutory Auditors of the Issuer.

** This column indicates M/m depending on whether the statutory auditor was elected by the majority (M) or minority (m) list.

*** This column indicates the participation percentage of statutory auditors to the Board of Statutory Auditors meetings (no. of times present/no. of meetings held during their term, for instance 6/8; 8/8, etc.).

**** This column indicates the number of directorships or statutory auditor positions held, pursuant to Article 148-bis TUF and related implementation provisions contained in the Issuer Regulation. The complete list of appointments is published by CONSOB on its website pursuant to Article 144-quinquiesdecies of the Issuer Regulation.

ANNEX 1 -

LIST OF DIRECTORS' POSITIONS

Directors	Other Companies in which they hold office	Office in the company or investment held
Name and Surname
Luca Peli	Paritel SpA Imt SpA Govoni Sim Bianca Impianti SpA Paritel Immobiliare SpA	Chairman BoD Chairman BoD Chairman BoD Chairman BoD
	Cevolani SpA Demm SpA Bio Energia Guarcino Srl	Chairman BoD Chairman BoD Chairman BoD
Luigi Cologni	Cartiere di Guarcino SpA	Chairman BoD
Massimo Giorgilli	Cartiere di Guarcino SpA Bio Energia Guarcino Srl Richveel S.r.l.s.	Director Director 33.33% Owner
Adriano Bianchi	Alvarez & Marsal Italia Srl	Director

Directors Name and Surname	Other Companies in which they hold office	Office in the company or investment held
Sara Bertolini	Sirti SpA Sirti Telco Infrastructures SpA Sirti Digital Solutions SpA Euromont Shipping Company S.p.A.	Director Director Director Director
Vittoria Giustiniani	Lineapiù SpA Vittoria Società semplice Nike Società semplice Banca investis S.p.A.	Director Managing Partner Managing Partner Director
Ida Altimare	Caleffi S.p.A	Director
Cinzia Morelli	The Marketing Capability Academy BV Safilo Group SpA	Owner (100%) Independent non-executive director
Gianluca Valentini	Finanziaria Valentini SpA Fincf Srl Cartiere di Guarcino SpA Industrie Valentini Srl Mercatone uno finance Srl Siv Srl Valfina Srl	Director Director Director Sole Director Director Sole Director Director

AI assistant

Neodecortech — Governance Information 2024

4087_10-k_2024-03-28_8b7d2355-287b-41e4-83a4-5df6200349c3.pdf

NEODECORTECH S.P.A.

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

COMPANY DATA

INTRODUCTION

TABLE OF CONTENTS

GLOSSARY

1. ISSUER PROFILE

1.1. Corporate governance system

1.2. The Neodecortech Group and its mission

1.3. Social responsibility

2. INFORMATION ON OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, TUF) AT 31/12/2023

(a) Share capital structure (pursuant to Article 123-bis, paragraph 1, letter a), TUF)

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

(c) Relevant investments in the share capital (pursuant to Article 123-bis, paragraph 1, letter c), TUF)

(d) Securities carrying special rights (pursuant to Article 123-bis, paragraph 1, letter d), TUF)

(e) Employee share ownership: mechanism for exercising voting rights (pursuant to Article 123-bis, paragraph 1, letter e), TUF)

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

(g) Shareholder agreements (pursuant to Article 123-bis, paragraph 1, letter g) of the TUF)

3. COMPLIANCE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A) PART ONE, TUF)

4. BOARD OF DIRECTORS

4.1. Role of the Board of Directors

4.2. Appointment and replacement (pursuant to Article 123-bis, paragraph 1, letter l) part one of the TUF)

4.3. Composition (pursuant to Article 123-bis, paragraph 2, letters d) and d-bis) of the TUF)

4.3.1. Diversity criteria and policies in the Board composition and corporate organization

4.3.2. Maximum number of positions held in other companies

4.3.3. Quantitative and qualitative criteria for assessing the significance of business, financial, or professional relationships that may compromise a director's independence

4.4. Operation of the Board of Directors (pursuant to Article 123-bis, paragraph 2, letter d), TUF)

4.5. Role of the Chairman of the Board of Directors

4.5.1. Secretary of the Board of Directors

4.6. Delegated bodies

4.6.1. Chief Executive Officer

4.6.2. Executive Director

4.6.3. Chairman of the Board of Directors

4.6.4. Executive Committee (pursuant to Article 123-bis, paragraph 2, letter d) of the TUF)

4.6.5. Disclosure to the Board of Directors

4.7. Independent directors and lead independent director

4.7.1. Independent Directors

4.7.2. Lead Independent Director

5. MANAGEMENT OF COMPANY INFORMATION

5.1. Management of inside information

5.2. Internal Dealing

6. INTERNAL COMMITTEES OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER D), TUF)

7.1. Composition and operation of the Remuneration and Appointments Committee

7.2. Functions of the Remuneration and Appointments Committee

7.3. Remuneration Policy

Appointments Committee to the Board of Directors.

7.4. Remuneration of executive directors and Top Management

7.5. Remuneration of non-executive directors

7.6. Accrual and payment of remuneration

7.7. Succession plans

7.8. Self-assessment of the Board of Directors and guidelines on the best quantitative and qualitative composition of the governing body

8. CONTROL, RISK AND SUSTAINABILITY COMMITTEE

8.1. Composition and operation of the Control, Risk and Sustainability Committee

8.2. Functions assigned to the Control, Risk and Sustainability Committee

9. RELATED PARTY COMMITTEE

9.1. Composition of the Related Party Committee

9.2. Functions assigned to the Related Party Committee

10. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

10.1. Description of the main characteristics of the risk management and internal control system in relation to the financial reporting process, pursuant to Article 123-bis, paragraph 2, letter b), TUF

10.2. Director in charge of the internal control and risk management system

10.3. Head of Internal Audit

10.4. Organizational Model pursuant to Legislative Decree 231/2001

10.5. Independent Auditors

10.6. Financial Reporting Manager and other corporate roles and functions

10.7. Other parties involved in the internal control and risk management system

10.7.1. Head of Organization, Compliance and Risk Management

10.8. Coordination among parties in the internal control and risk management system

11. DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS

12. BOARD OF STATUTORY AUDITORS

12.1. Appointment and replacement

12.2. Composition and operation of the Board of Statutory Auditors (pursuant to Article 123-bis, paragraph 2, letters d) and d-bis), TUF)

12.3. Diversity criteria and policies

12.4. Independence

12.5. Remuneration

12.6. Interest management

13. RELATIONS WITH SHAREHOLDERS

13.1. Access to information

Neodecortech Governance Information 2024