REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE OF PHARMANUTRA S.P.A.

FINANCIAL YEAR 2022

Prepared in accordance with article 123bis of Italian Legislative Decree no. 58/1998 and approved by the Board of Directors on 16 March 2023

Registered office at Via Delle Lenze, 216/B, 56122 Pisa – Italy www.pharmanutra.it Share Capital Euro 1,123,097.70 Tax no. / VAT number / Business Register of Pisa no. 01679440501 Legal Entity Identifier (LEI) is 815600F8217BC7733697

GLOSSARY4
1. ISSUER PROFILE 5
2. INFORMATION ON THE OWNERSHIP STRUCTURE (under art. 123-bis, paragraph 1, TUF) as at
31/12/2021 6
A. Structure of the share capital (under art. 123-bis, paragraph 1, letter a) TUF)	6
B. Restrictions on the transfer of securities (under art. 123-bis, paragraph 1, letter b)
TUF)	7
C. Significant equity investments in the share capital (under art. 123-bis, paragraph

1, letter c) TUF)	7
D. Securities which grant special rights (under art. 123-bis, paragraph 1, letter d)
TUF) 8
E. Employee shareholding: mechanism for exercising voting rights (under art. 123-
bis, paragraph 1, letter e) TUF)	8
F. Restrictions on voting rights (under article 123-bis, paragraph 1, letter f) TUF)	8
G. Agreements between shareholders (under art. 123-bis, paragraph 1, letter g)

TUF) 8
H. Change of control clauses (pursuant to Article123-bis , paragraph 1, letter h) of the
Consolidated Law on Finance) and statutory provisions on takeover bids (pursuant	to
Articles 104, paragraph 1-ter, and 104-bis,paragraph1, of the Consolidated Law on
Finance)	9
I. Powers to increase the share capital and authorisation to purchase treasury shares
(under art. 123-bis, paragraph 1, letter m) TUF)	10

L. Management and coordination activities (under article 2497 et seq. of the Italian
Civil Code)	11
3. COMPLIANCE (under art. 123-bis, paragraph 2, letter a), TUF) 11
4. BOARD OF DIRECTORS 11
4.1 Role of the Board of Directors (as per Article 123-bis, para. 2, letter d), TUF)
12
4.2 Appointment and replacement (under art. 123-bis, paragraph 1, letter l), TUF)
13

(pursuant to art.123-bis, paragraph 2, lett. d) and d-bis), TUF) 4.3 Composition
17
4.4 Operation of the Board of Directors (ie. Art. 123-bis, paragraph 2, letter d),
TUF) 23
4.5 Role of the Chairman and Secretary of the Board of Directors	25
4.6 Delegated bodies	27
4.7 Independent Directors	32
5. PROCESSING OF CORPORATE INFORMATION34
6. COMMITTEES WITHIN THE BOARD OF DIRECTORS (under art. 123-bis, paragraph 2, letter d),
TUF)34
7. SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - REMUNERATION AND APPOINTMENTS
COMMITTEE35
7.1 Self-assessment and succession of Directors	35
7.2 Remuneration and Nomination Committee	36
8. REMUNERATION OF DIRECTORS 38

9.	INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISK COMMITTEE 38
9.1	Chief Executive Officer 40
9.2	Control and Risk Committee 41
9.3	Head of the Internal Auditing Office 43
9.4	Organisational model pursuant to Italian Legislative Decree no. 231/2001 44
9.5	46 Independent auditors
9.6	Manager responsible for preparing the Company financial reports and
	other corporate roles and functions 46
9.7	Coordination among entities involved in the Internal Control and Risk
	Management System 47
9.8	Main characteristics of the existing risk management and internal control
systems in relation to the financial reporting process (pursuant to art.123-bis,
Errore. Il segnalibro non è definito. paragraph 2, letter b), TUF)
10.	DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS – RELATED PARTY
	COMMITTEE47
11.	BOARD OF STATUTORY AUDITORS48
11.1	Appointment and Replacement of Statutory Auditors 48
11.2	Composition and functioning of the Board of Statutory Auditors ( pursuant to
	art.123-bis, paragraph 2, lett. d) andd-bis), TUF) 52
12.	RELATIONS WITH SHAREHOLDERS 56
13.	SHAREHOLDERS' MEETINGS (under art. 123-bis, paragraph 2, letter c), TUF)56
14.	ADDITIONAL CORPORATE GOVERNANCE PRACTICES (under art. 123-bis, paragraph 2, letter
	a), TUF)58
15.	CHANGES SINCE THE END OF THE REPORTING PERIOD 59
16.	CONSIDERATIONS ON THE LETTER DATED 03 DECEMBER 2021 FROM THE CHAIR OF THE
	CORPORATE GOVERNANCE COMMITTEE59

GLOSSARY

Shareholders' Meeting: the Pharmanutra Shareholders' Meeting

Italian Civil Code / c.c.: the Italian Civil Code.

Corporate Governance Code or CG Code: the Corporate Governance Code of listed companies approved in January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria, available at www.borsaitaliana.it.

Board of Statutory Auditors: the Board of Statutory Auditors of Pharmanutra.

Board of Directors or Board: the Board of Directors of Pharmanutra.

Date of Report: the date of approval of this Report by the Board of Directors of PHN.

Negotiations Start Date: the date of December 15, 2020, from which the Pharmanutra shares are traded on Euronext Star Milan.

Issuer, Company, PHN or Pharmanutra: Pharmanutra S.p.A.

Euronext Star Milan: the market segment managed by Borsa Italiana S.p.A. in which the Issuer's shares are traded.

Pharmanutra Group or Group: collectively Pharmanutra and its directly or indirectly controlled companies pursuant to art. 93 of the TUF.

Stock Exchange Regulations: the Regulations of the markets organised and managed by Borsa Italiana S.p.A.

Consob Issuers' Regulation or Issuers' Regulation: the Regulation issued by Consob with resolution no. 11971 of 1999 (as subsequently amended) regarding issuers.

Consob Markets Regulation: the Regulation issued by Consob with resolution no. 20249 of 28 December 2017 on markets.

RPT Regulations: the Regulations issued by Consob with resolution no. 17221 of 12 March 2010 (as subsequently amended) on related party transactions (RPT).

Report: this report on corporate governance and ownership structures that companies are required to prepare pursuant to art.123-bis, TUF.

Remuneration Report: the report on the remuneration policy and the remuneration paid that companies are required to draw up and publish pursuant to art.123-ter of the Consolidated Law on Finance and 84-quater of the Consob Issuers' Regulation.

TUF or Consolidated law on Finance: Italian Legislative Decree no. 58 of 24 February 1998 (as subsequently amended) in force at the date of this Report.

FOREWORD

Pharmanutra S.p.A. (the "Company", the"Issuer", "PHN" or "Pharmanutra") is the company at the head of the PHN group specialized in the pharmaceutical and nutraceutical sector, thanks to products made with innovative and patented technologies.

As of December 15, 2020 (the "Negotiations Start Date"), PHN shares are traded on Euronext Star Milan (the "Quotation").

As of that date, the Company implemented the corporate governance structure described in this Report.

It should be noted, for the sake of completeness, that the Company's shares were previously traded on the Euronext Growth Milan multilateral trading system (formerly aim Italia – Alternative Capital Market) managed and organised by Borsa Italiana S.p.A. and, therefore, the Company had adopted corporate governance measures appropriate to its characteristics as well as to its status as a company with shares traded on AIM Italia and aligned with the best practice of the issuers whose financial instruments are traded on this multilateral trading system.

PHN adopts the provisions of the GC Code as a reference model for its corporate governance.

The Report – which was prepared with reference to the "Format for the report on corporate governance and ownership structures" issued by Borsa Italiana in January 2022 – was approved by the Board of Directors at its meeting of 18 March 2022 and can be consulted on the Company's website in the Governance Section.

1. ISSUER PROFILE

PHN adopts the so-called "traditional" management and control system, and its corporate governance system is characterised by the presence of the following corporate bodies:

(i) the Board of Directors, in charge of managing the undertaking;
(ii) the Board of Statutory Auditors, in charge of supervising (i) compliance with the law and the Articles of Association and compliance with the principles of proper administration, (ii) the adequacy of the internal control system and the administrative-accounting system, as well as the reliability of the latter in correctly representing the management facts, (iii) on the concrete implementation of the corporate governance rules provided for by the GC Code, (iv) on the adequacy of the provisions given to the subsidiaries in relation to the disclosure obligations of insider information, and (v) on the financial reporting process, on the effectiveness of the internal control, internal audit and risk management systems, on the statutory audit of the annual accounts and consolidated accounts, on the independence of the statutory auditor;
(iii) the Shareholders' Meeting, which is responsible for resolving on matters reserved to it by law, regulations and the Articles of Association.

The auditing activity is entrusted to an auditing firm registered with the register of chartered accountants and auditors, appointed by the Shareholders' Meeting on the basis of a reasoned proposal by the Board of Statutory Auditors.

The Board of Directors guides the Issuer with the aim of pursuing its sustainable success, an objective that is substantiated in the creation of long-term value for the benefit of shareholders, taking into account the interests of other stakeholders relevant to the Issuer, all as better illustrated in the following paragraphs.

For information on the sustainability policy adopted by the Issuer and the Group, please refer to the "non-financial statement" pursuant to Legislative Decree 254/2016 drafted and published by the Company on a voluntary basis and which presents the main policies practiced by the company, the management models and the main activities carried out by the Group with regard to environmental, social, personnel issues, respect for human rights, the fight against corruption, as well as the main identified risks related to the aforementioned issues. The "non-financial statement" can be found at www.pharmanutra.it.

It should be noted that, on the Report Date, the Issuer qualifies as an "SME" pursuant to Article 1, paragraph 1, letter w-quater.1 of the TUF, as the capitalisation, calculated in accordance with the provisions of Article 2-ter of the Issuers' Regulation, in 2020 was below the threshold of Euro 500 million, in 2021 was equal to Euro 502.4 million and in 2022 was equal to Euro 627.1 million. In this regard, it should be noted that pursuant to the aforementioned art. 1, paragraph 1, lett. w-quater.1 of the TUF, issuers of quoted shares that have exceeded the limit of Euro 500 million of capitalisation for three consecutive years are not considered SMEs.

It should also be noted that the Issuer falls within the definitions of the GC Code of "concentrated ownership company".

Finally, it should be noted that, on 21 September 2020, the Company's Board of Directors, pursuant to Articles 70, paragraph 8 and 71, paragraph1-bis, of the Issuers' Regulation, resolved to adhere, with effect from the Start Date of the Negotiations, to the opt-out regime provided for by the aforementioned articles, making use of the right to derogate from the publication obligations of the information documents provided for in Annex 3B of the Issuers' Regulation on the occasion of significant mergers, demergers, capital increases through the contribution of assets in kind, acquisitions and disposals.

2. INFORMATION ON THE OWNERSHIP STRUCTURE (under art. 123bis, paragraph 1, TUF) as at 31/12/2021

A. Structure of the share capital (under art. 123bis, paragraph 1, letter a) TUF)

The share capital amounts to Euro 1,123,097.70 (one million one hundred and twenty-three thousand, ninety-seven point seventy) and is divided into 9,680,977 (nine million, six hundred and eighty thousand, nine hundred and seventy-seven) ordinary shares, with no indication of nominal amount.

The issue and circulation of ordinary shares are governed by current legislation. The structure of PHN's share capital is detailed in the Table below.

SHARE CAPITAL STRUCTURE
	No. of shares	% of share capital	No. of voting ** rights	Listed	Rights and obligations
Ordinary shares (no nominal amount)	9,680,977	100%	9,680,977	Euronext Star Milan	The rights and obligations of shareholders are those provided for by articles 2346 et seq. of the Italian Civil Code; in particular, each share gives the right to one vote.

B. Restrictions on the transfer of securities (under art. 123bis, paragraph 1, letter b) TUF)

Pursuant to article 6.2 of the Articles of Association, the shares of PHN can be freely transferred. The issue and circulation of shares are governed by current legislation.

As at the Reporting Date, there are no restrictions on the transfer of securities.

It should be noted that, as at the Reporting Date, a Shareholders' Agreement (as defined below) is in force, which includes a lock-up commitment undertaken by the parties to said agreement towards the Company. For further information on the lockup commitment, please refer to paragraph 2.G below. For information on the Shareholders' Agreement, please refer to the relevant essential information published on the Issuer's website www.pharmanutra.it, Section "Governance/Shareholders' Agreements.".

C. Significant equity investments in the share capital (under art. 123bis, paragraph 1, letter c) TUF)

On the basis of the information received in accordance with the applicable regulations (and, in particular, in accordance with the provisions of article 120 of the TUF also with reference to SMEs), as well as the evidence in the shareholders' ledger, the investments that hold, directly or indirectly, more than 5% of the share capital with voting rights in PHN are as follows:

Declarant or subject at the top of the participatory chain	Direct shareholder	Number of shares	Percentage of share capital with voting rights
Andrea Lacorte	Alh S.r.l.	3,038,334 (1)	31.384%
Roberto Lacorte	Rlh S.r.l.	2,224,833 (2)	22.981%
	Roberto Lacorte	14,000	0.145%
	Total	2,238,833	23.126%
Carlo Volpi	Beda S.r.l.	1,014,993	10.484%

(1) It should be noted that 953,334 PHN ordinary shares are held through the trust company COFIRCONT Compagnia Fiduciaria S.r.l. by virtue of a special fiduciary mandate.(2) It should be noted that 953,333 PHN ordinary shares are held through the trust company COFIRCONT Compagnia Fiduciaria S.r.l. by virtue of a special fiduciary mandate.It should be noted that Andrea Lacorte is the sole shareholder and sole director of Alh S.r.l., Roberto Lacorte is the sole shareholder and sole director of Rlh S.r.l., Carlo Volpi is the sole shareholder and sole director of Beda S.r.l.

At the date of the Report, the company holds no. 59.813 treasury shares, equal to 0,62 % of its share capital.

D. Securities which grant special rights (under art. 123bis, paragraph 1, letter d) TUF)

Pursuant to article 5.6 of the Articles of Association, the Company may issue other classes of shares and financial instruments, including, if the conditions provided by law are met and by means of the necessary amendments to the Articles of Association, preference shares, savings shares, warrants and bonds, including those convertible into shares; the issue of shares may also be carried out through the conversion of other classes of shares or other securities, if permitted by law.

As at the Reporting Date, the Company has issued only ordinary shares; there are no securities granting special rights of control or special powers assigned to the securities.

E. Employee shareholding: mechanism for exercising voting rights (under art. 123bis, paragraph 1, letter e) TUF)

As at the Reporting Date, no employee shareholding scheme is in place.

F. Restrictions on voting rights (under article 123bis, paragraph 1, letter f) TUF)

There are no restrictions on the right to vote.

G. Agreements between shareholders (under art. 123bis, paragraph 1, letter g) TUF)

The Issuer is aware of the existence of a shareholders' agreement (the "Shareholders' Agreement") concerning PHN shares, relevant pursuant to Article 122 of the Consolidated Law on Finance, between Messrs Andrea Lacorte, ALH S.r.l., Roberto Lacorte, RLH S.r.l., Beda S.r.l. (jointly the "PHN Shareholders" ), on the one hand, and PHN, on the other, concerning a total of 6,292,160 PHN shares, equal to 64.99% of the relative share capital, held by PHN Shareholders on 27 October 2020 (unchanged shareholding on the date of the essential information of the Shareholders' Agreement last published on 23 December 2021).

The Shareholders' Agreement includes the lock-up commitment undertaken by the members towards the Company, in order to meet the remuneration requirements of the executive directors envisaged by Borsa Italiana for obtaining the status of STAR issuer (see paragraph B. above). In particular, the parties to the agreement have undertaken, in relation to PHN, not to carry out, directly or indirectly, any transaction, even free of charge, that has as its object or effect, directly or indirectly, the assignment and/or transfer to third parties, for any reason and in any form, of ownership, bare ownership or real rights of enjoyment (jus in re aliena), on all or part, of the investments included in the Agreement by the aforesaid parties and/or in any case the right (including the right of pre-emption) to exercise any of the rights deriving from the same. Certain transactions indicated in the same Shareholders' Agreement are excluded from the obligation to lock up.

The Shareholders' Agreement is effective as of the Trading Start Date and until the end of the 36th month following such date.

For more information on the Shareholders' Agreement, please refer to the legal documentation available on the Issuer's website www.pharmanutra.it, "Governance/Shareholders' Agreements" Section.

H. Change of control clauses (pursuant to Article123-bis , paragraph 1, letter h) of the Consolidated Law on Finance) and statutory provisions on takeover bids (pursuant to Articles 104, paragraph 1-ter, and 104 bis,paragraph1, of the Consolidated Law on Finance)

The Issuer has entered into certain agreements that may lapse in the event of a change of control of PHN or the other contractor.

On January 1st, 2022 the Company entered into two license agreements with the subsidiaries Alesco S.r.l.and Junia Pharma S.r.l. concerning the granting to PHN of the non-exclusive right to produce, market and distribute patented iron-based products. The contract with Alesco S.r.l. has a duration of 5 years and replaces the previous one which has now expired. The contract with Junia Pharma S.r.l., with 5 years duration, instead it is signed for the first time.

Each party has the right to terminate the contracts with immediate effect, inter alia, in the event of a substantial change in the undertaking of a party or a party ceasing to be part of the Group.

It should be noted that the Articles of Association do not derogate from the

provisions on passivity rule provided for by art. 104, paragraphs 1 and1-bis, of the TUF and do not provide for the application of the neutralization rules contemplated by art. 104-bis, paragraphs 2 and 3 of the TUF.

I. Powers to increase the share capital and authorisation to purchase treasury shares (under art. 123bis, paragraph 1, letter m) TUF)

As of the Report Date, there are no powers to increase the share capital conferred on the Board of Directors.

On 27 April 2022, the Shareholders' Meeting of the Issuer, after revoking the authorisation granted by the Ordinary Shareholders' Meeting of 26 April 2021, resolved to authorise, pursuant to, for the purposes and within the limits of Article 2357 of the Italian Civil Code, the purchase, on one or more occasions, for the period of eighteen months from the date of the relevant resolution, of a number of ordinary shares of the Company without an indication of the nominal value for a maximum value of Euro 3,000,000 at a consideration not exceeding the highest price between the price of the last independent transaction and the price of the highest independent current offer in the trading venues where the purchase is made, it being understood that the unit consideration could not in any case have been lower by a minimum of 20% and higher by a maximum of 10% with respect to the reference price recorded by the security in the market session of the day preceding each individual transaction.

The Shareholders' Meeting also gave a mandate to the Board of Directors, and on its behalf to the Chair and Vice-chairman (pro tempore) in office, severally, to identify the amount of ordinary shares to be purchased in relation to each purchase programme, before the start of the programme itself, and to proceed with the purchase of ordinary shares in the manner established in the applicable law provisions and regulations in force from time to time, according to the progressive mechanisms considered appropriate in the interest of the Company.

The authorisation to dispose of the ordinary treasury shares purchased in execution of the above resolution was granted to the Board of Directors without any time limits.

On 17th of May 2022, PHN launched a program for the purchase of own shares - not yet concluded at the Date of the Report - in execution of what was resolved by the aforementioned Shareholders' Meeting, aimed at allowing the Company to seize the opportunity to make an advantageous investment, in cases where the trend of the market price of PHN shares, even for factors external to the Company, is not able to adequately express the value thereof, and therefore to provide the Company with a useful strategic investment opportunity for every purpose allowed by the current provisions (see the press release of PHN of 17 May 2022 available at http://www.pharmanutra.it/, Investor Relations Section/press releases). The purchase of shares under the program will take place in the manner and within the operational limits provided for by the shareholders' resolution of 27 April 2022, by art. 5 of Regulation (EU) no. 596/2014 (Market Abuse Regulation), by art. 3 of Delegated Regulation (EU) no. 1052/2016 of the European Commission of 8 March 2016 and by the general and applicable sector regulations; specifically:

• the purchases concern a maximum number of ordinary shares of the Company, without an indication of the nominal value, for a maximum value established at €3.000,000;

• purchases are made at a price that is not higher than the highest price between the price of the last independent transaction and the price of the highest current independent offer in the trading venues where the purchase is made, it being understood that the unit consideration may not be lower by at least 20% and higher by up to 10% compared to the reference price that the security will have recorded in the market session of the day before each individual transaction;

• purchases are made for volumes not exceeding 25% of the average daily volume of PHN shares at the trading venue where the purchase is made, calculated on the basis of the average daily volume of exchanges in the 20 trading days prior to the date of purchase;

• the purchase programme may be carried out within 18 months from the date of the resolution of the Shareholders' Meeting of 27 April 2022.

At the date of the Report, PHN holds no. 30.121 treasury shares, equal to 0,31 % of its share capital.

L. Management and coordination activities (under article 2497 et seq. of the Italian Civil Code)

At the Reporting Date, the Issuer is not subject to any management and coordination activities pursuant to article 2497 et seq. of the Italian Civil Code.

* * *

With reference to information on any agreements between the Company and the Directors that provide for compensation in the event of resignation or dismissal without just cause or if their employment relationship ceases as a result of a public purchase offer, (Article123-bis, paragraph 1, letter i)), please refer to the Remuneration Report, available on the Issuer's website at www.pharmanutra.it, section "Governance".

With reference to the information on the appointment and replacement of Directors (art. 123-bis, paragraph 1, letter l)) see paragraph 4.2 below.

3. COMPLIANCE (under art. 123bis, paragraph 2, letter a), TUF)

The Issuer adheres to the Corporate Governance Code.

The GC Code is accessible to the public on the Borsa Italiana website at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf.

The Company and its strategically important subsidiaries are not subject to any non-Italian law provisions that could affect the Company's corporate governance structure.

4. BOARD OF DIRECTORS

4.1 Role of the Board of Directors (as per Article 123-bis, para. 2, letter d), TUF)

The Board of Directors plays a central role in the Company's organisation and is responsible for strategic and organisational policies, as well as for verifying the existence of the controls necessary to monitor the performance of the Issuer and the Group's companies to which it belongs.

The Board of Directors is vested with the broadest powers for the ordinary and extraordinary management of the Company, with the power to carry out all the acts considered appropriate to achieve the corporate purpose, excluding only those reserved to the Shareholders' Meeting by law.

In addition to exercising the powers vested in it by law and by the Articles of Association, the Board of Directors is responsible for passing resolutions concerning: (a) merger and demerger, in the cases provided for by law; (b) establishment or closure of secondary offices; (c) indication of which of the Directors may represent the Company; (d) reduction of the share capital in the event of withdrawal of one or more shareholders; (e) adjustment of the Articles of Association to regulatory provisions; (f) transfer of the registered office within Italy, all in accordance with article 2365, paragraph 2, of the Italian Civil Code. The granting of these powers to the Board of Directors does not exclude the concurrent competence of the Shareholders' Meeting in the same matters.

Pursuant to art. 21.1 of the Articles of Association, the Board of Directors, after mandatory opinion of the Board of Statutory Auditors, appoints the manager responsible for preparing the corporate accounting documents, pursuant to art.154 bis of the TUF, determines the remuneration and resolves on the revocation thereof (see Section 9.6).

Also pursuant to the provisions of the GC Code, the Board of Directors:

(a) examines and approves the Company's and the Group's business plan, also on the basis of the analysis of the issues relevant to the generation of long-term value;

(b) periodically monitors the implementation of the business plan and assesses the overall management performance, periodically comparing the results achieved with those planned;

(c) defines the nature and level of risk compatible with the Company's strategic objectives, including in its assessments all the elements that may be relevant to the Company's sustainable success;

(d) defines the corporate governance system of the Company and the structure of the Group and assesses the adequacy of the organisational, administrative and accounting structure of the Company and of the subsidiaries of strategic importance, with particular reference to the internal control and risk management system (see Section 9);

(e) resolves on the operations of the Company and its subsidiaries that have significant strategic, economic, equity or financial importance for the Company itself;

(f) in order to ensure the proper management of corporate information, adopts, on

the proposal of the Chairman in agreement with the Chief Executive Officer, a procedure for the internal management and external communication of documents and information concerning the Company, with particular reference to privileged information (see Section 5).

The Board of Directors is also responsible for the internal control and risk management system (for which reference is made to Paragraph 9).

At its meeting of 16 March 2023, the Board of Directors assessed the adequacy of the organisational, administrative and accounting structure of the Issuer and of the subsidiaries of strategic importance prepared by the managing directors, with particular reference to the internal control and risk management system. As part of this activity, the Board has made use, as appropriate, of the support of the Risk Control Committee, the Internal Audit Manager, the Manager responsible for preparing the corporate accounting documents, as well as the procedures and verifications implemented also pursuant to Law no. 262/2005.

During the 2021 financial year, the Board of Directors also evaluated the general performance of operations, taking into account, in particular, the information received from the delegated bodies, as well as periodically comparing the results achieved with those planned.

In this regard, it should be noted that pursuant to art. 16.5 of the Articles of Association, the Board of Directors and the Board of Statutory Auditors are informed, at the time of meetings or in writing, at least quarterly, also by the delegated bodies, on the activity carried out by the Company and its subsidiaries, on its foreseeable evolution, on the most important economic, financial and equity transactions, with particular regard to transactions in which the directors have their own interest or that of third parties or that are influenced by any person who exercises management and coordination activities.

At the Report Date, the Board of Directors, taking into account the current shareholding and organisational structure of PHN, did not consider adopting a policy for the management of the dialogue with the generality of shareholders. Please refer to paragraph 12 of the Report for an illustration of the related reasons.

The Issuer's Shareholders' Meeting did not authorise, in general and in advance, exceptions to the prohibition of competition provided for by art. 2390 of the Italian Civil Code and there were no critical issues that gave rise to contrary needs.

For more information: (i) to the composition, operation, appointment and selfassessment of the Board of Directors, please refer respectively to Sections 4.3 and 4.4 and 7 of the Report; (ii) to the internal control and risk management system, please refer to Section 9 of the Report.

For a description of the remuneration policy of the Issuer, please refer to Section I of the Remuneration Report available on the Issuer's website at www.pharmanutra.it, Section "Governance/Shareholders' Meeting".

4.2 Appointment and replacement (under art. 123bis, paragraph 1, letter l),

TUF)

Pursuant to art. 13 of the Articles of Association, the Company is managed by a Board of Directors composed of a number of directors not less than 5 (five) and not more than 11 (eleven). The members of the Board of Directors are appointed by the Ordinary Shareholders' Meeting, which also determines their number. A minimum number of Directors not less than that established by the pro tempore regulations in force shall meet the independence requirements prescribed by the provisions also regulatory from time to time applicable.

Pursuant to the Articles of Association, the Directors – who must meet the requirements of electability, professionalism and integrity required by the laws and regulations that apply to the Company for the time being – are elected for a term of 3 (three) years or for a period of not more than 3 (three) years, as determined by the Shareholders' Meeting upon election, and can be re-elected. The Directors' terms of office expire on the date of the Shareholders' Meeting called to approve the financial statements for the last year of their term of office, without prejudice to the causes of termination or forfeiture provided for by law and the Articles of Association.

Pursuant to art. 14.1 of the Articles of Association, the Board of Directors is appointed by the Shareholders' Meeting on the basis of lists in which the candidates must be listed in numerical order and in compliance with the pro tempore regulations in force concerning directors who meet the requirements of independence and gender balance.

The right to submit lists is held by the Board of Directors in office and by shareholders who, at the time the list is submitted, alone or together with others own shares representing at least the minimum percentage of the share capital with voting rights at the Ordinary Shareholders' Meeting as established by Consob, which will in any case be indicated in the notice of call. In this regard, it should be noted that, as at the Reporting Date, Consob has set at 2.5% of the share capital the shareholding percentage required for the submission of lists for the election of the Company's Management Body (see Executive Resolution of the Head of the Corporate Governance Division no. 76 of 30 January 2023).

Each shareholder, the shareholders who are parties to a shareholders' agreement pursuant to article 122 of the TUF, the controlling shareholder, subsidiaries and companies under joint control, as well as other parties who are connected, directly or indirectly, pursuant to applicable laws and regulations in force from time to time, may not file or contribute to the filing of more than one list, including through a third party or trust company, and may not vote for more than one list.

Each candidate may appear on only one list, under penalty of ineligibility.

For the period of application of the legislation, including regulations, pro tempore in force on gender balance, each list that presents a number of candidates equal to or greater than 3 (three) shall also include candidates belonging to both genders, so that they belong to the least represented gender at least the share of the members of the Board of Directors established by art.147-ter, paragraph 1-ter, of the TUF, and other provisions in force on the matter, with rounding, in the case of fractional number,

according to the criterion specified by the same provisions.

The submitted lists must be filed at the Company registered office, even by remote means of communication as specified in the notice of call, in accordance with the procedures provided for by the applicable laws and regulations in force at the time, within the following time limits: (i) if submitted by shareholders, at least 25 (twentyfive) days before the date of the single or first call of the Shareholders' Meeting convened to resolve on the appointment of Directors; (ii) if submitted by the Board of Directors, they must be filed and made public in the same manner as the lists submitted by shareholders, at least 30 (thirty) days before the date of the single or first call of the Shareholders' Meeting convened to resolve on the appointment of Directors.

The lists thus submitted must be accompanied by: (a) information regarding the identity of the shareholders who have submitted the lists, with an indication of the total percentage of shareholdings with voting rights at the Company's Ordinary Shareholders' Meeting, with a certification showing ownership of said shareholding issued by an intermediary authorised by law. It being understood that this certification may also be produced after the filing of the lists, provided that it is within the deadline set for the publication of the lists by the Company; (b) a statement by the shareholders other than those who hold, even jointly, a controlling interest or a relative majority, certifying the absence of any relationship of connection, even indirect, pursuant to applicable laws and regulations in force at the time, with the latter; (c) exhaustive information on the personal and professional characteristics of the candidates, with an indication of their eligibility to qualify as Directors who meet the independence requirements, as well as a statement by the candidates themselves that they meet the requirements provided for by the laws and regulations in force at the time and under the Articles of Association, including those of integrity and, where applicable, the independence requirements, and their acceptance of the nomination and of the office, if elected; (d) any other or different statement, information and/or document provided for by the laws and regulations in force at the time.

Lists submitted without complying with the above provisions shall be considered as not submitted. However, the lack of documentation relating to individual candidates on a list does not automatically lead to the exclusion of the entire list, but only of the candidates to whom the irregularities relate.

The election of the Board of Directors shall be conducted as set forth below:

a) the Directors to be elected, except for 1 (one), shall be taken from the list that received the majority of the votes cast, in the consecutive order in which they are indicated on the list;
b) the remaining Director will be taken from the second list that will have obtained the highest number of votes in the Shareholders' Meeting after the one referred to in letter a) above that has not been presented by the Board of Directors and that is not connected in any way, even indirectly, with those who have presented or voted on the list that resulted first by number of votes, in the person of the first candidate, based on the progressive order in which the candidates are indicated in the list.

In any case, any lists that do not obtain a percentage of votes equal to at least half of that required for the submission of the lists themselves will not be taken into account.

In the event of a tie between lists: (i) if there is one list submitted by the Board of Directors, a run-off vote will be held; (ii) otherwise, the list submitted by shareholders owning the largest shareholding or, subordinately, by the largest number of shareholders will prevail.

If, at the end of the vote, a sufficient number of Directors meeting the independence requirements are not elected, the candidate who does not meet these requirements, elected as the last in numerical order from the list obtaining the highest number of votes, will be excluded and will be replaced by the first unelected candidate on the same list meeting the independence requirements, in numerical order. This procedure, if necessary, shall be repeated until the number of Directors meeting the independence requirements to be elected is complete. If, at the end of this replacement procedure, the composition of the Board of Directors does not make it possible to comply with the minimum number of Directors who meet the independence requirements, the replacement will take place by resolution passed by the Shareholders' Meeting by a majority of the votes represented therein, subject to the submission of candidates who meet the independence requirements.

Moreover, at the end of the vote and any application of the above provisions, if the elected candidates do not ensure that the composition of the Board of Directors complies with the rules on gender balance, under art. 147-ter, paragraph 1-ter, of the TUF, and with the other provisions in force on the matter, rounding off, in the case of decimals, according to the criterion specified by the same provisions, the candidate of the most represented gender elected as the last one in progressive order from the list obtaining the highest number of votes will be excluded and this candidate will be replaced by the first unelected candidate from the same list of the under-represented gender, in progressive order. This replacement procedure will be carried out until the composition of the Board of Directors complies with the above-mentioned rules on gender balance, it being understood that if, even at the end of this replacement procedure, the composition of the Board of Directors does not comply with these rules, the replacement will take place by resolution passed by the Shareholders' Meeting by a majority of the votes represented therein, subject to the submission of candidates belonging to the under-represented gender.

If the number of candidates elected on the basis of the lists submitted is less than the number of Directors to be elected, the remaining Directors are elected by the Shareholders' Meeting, which resolves with the majority of the votes represented therein and, in any case, in such a way as to ensure compliance with the provisions of the Articles of Association concerning (i) the presence of the minimum number of Directors who meet the independence requirements, and (ii) compliance with the gender balance. In case of a tie vote between several candidates, there shall be ballot between these candidates by means of another vote at the Meeting, resulting mainly the candidate who gets the most votes.

If only one list is submitted, the Shareholders' Meeting shall vote it and, if it obtains a majority of the votes represented therein, all members of the Board of Directors

shall be drawn from that list, in compliance with the provisions of the Articles of Association concerning Directors who meet the requirements of independence and gender balance.

If no list is submitted or if only one list is submitted and that one does not obtain a majority of the votes represented at the Shareholders' Meeting, or if the entire Board of Directors does not need to be reappointed, or if it is not possible for any reason to proceed with the election of the Board of Directors in the manner described above, the members of the Board of Directors are appointed by the Shareholders' Meeting in the ordinary manner with a majority of the votes represented at the Shareholders' Meeting, without applying the list vote mechanism, and in any case in such a way as to ensure that the provisions of the Articles of Association concerning Directors who meet the requirements of independence and gender balance are complied with.

Article 14.9 of the Articles of Association also provides that, if during the year one or more Directors cease to hold office for any reason, the Board of Directors shall replace them by co-opting the first non-elected candidate (if available) from the same list to which the ceased Director belonged. If it is not possible to complete the Board of Directors in this way, the Board of Directors shall co-opt the replacement persons with the majorities required by law, without any list constraints. In any case, the Board of Directors and the Shareholders' Meeting will proceed respectively with the coopting and appointment as described above, so as to ensure that the provisions of the Articles of Association concerning Directors who meet the requirements of independence and gender balance are complied with. The Directors thus co-opted by the Board of Directors shall remain in office until the next Shareholders' Meeting and those appointed by the Shareholders' Meeting shall remain in office for the period of time that the Directors they replaced should have remained in office.

This is without prejudice to the power of the Shareholders' Meeting to resolve to reduce the number of members of the Board of Directors instead of replacing the Director who has ceased to hold office.

Pursuant to art. 14.10 of the Articles of Association, if, for any reason, the majority of the Directors appointed by resolution of the Shareholders' Meeting should cease to hold office, the entire Board of Directors shall be deemed to have ceased to hold office, with effect from the subsequent new appointment of the members of that body. In this case, the Directors remaining in office must urgently convene the Shareholders' Meeting to appoint the new Board of Directors in accordance with the provisions of Article 14 of the Articles of Association.

For information on the role of the Board of Directors and board committees in the processes of self-assessment, appointment and succession of directors, please refer to Section 7.

4.3 Composition (pursuant to art.123-bis, paragraph 2, lett. d) and d-bis), TUF)

The Board of Directors of the Issuer in office on the Report Date is composed of 7 members, was appointed by the Issuer's Ordinary Shareholders' Meeting on 27 April

2020, as supplemented by the Issuer's Ordinary Shareholders' Meeting of 13 October 2020 (based on the statutory provisions in force on the date of its appointment and therefore before the Start Date of the Negotiations, without application of the list vote¹ ), and will remain in office for three financial years and, therefore, until the date of approval of the financial statements as at 31 December 2022.

The Board of Directors is composed of executive and non-executive Directors, all with professionalism and skills appropriate to the tasks entrusted to them. In addition, since there are three (out of seven) non-executive and independent directors pursuant to art. 148, paragraph 3, TUF (as referred to in art.147-ter, paragraph 4, TUF), as well as pursuant to art. 2 of the GC Code, it is believed that (i) the number and skills of nonexecutive members, is such as to ensure them a significant weight in the assumption of board resolutions and to ensure effective management monitoring, and that (ii) a significant component of non-executive directors is independent.

First and last name Position Andrea Lacorte Chair and Executive Director Roberto Lacorte Vice-chairman and Executive Director Carlo Volpi Executive Director Germano Tarantino Executive Director Alessandro Calzolari (**) Independent director pursuant to the TUF and the GC Code Marida Zaffaroni (*) Independent director pursuant to the TUF and the GC Code Giovanna Zanotti (*) Independent director pursuant to the TUF and the GC Code

More specifically, on the Report Date, the Board of Directors is composed of the following members:

(*) Director co-opted by the Board of Directors on 25 September 2020 and subsequently confirmed by the Shareholders' Meeting of 13 October 2020, following the resignation of Directors Simone Strocchi and Giovanni Bucarelli on 25 September 2020 in order to facilitate the entry of directors with the independence requirements and compliance with the gender quota requirements required by the legislation applicable to listed companies (Euronext Star Milan).

(**) Lead Independent Director.

It should be noted that, with the exception of the Directors co-opted and confirmed by the Shareholders' Meeting of 13 October 2020, the Board of Directors was

¹The provisions on list voting contained in the Articles of Association – which reserve the appointment of a member to be elected to the list that has been second by number of votes after the majority list and is not connected in any way, even indirectly, with the shareholders who have presented or voted the majority list – will only apply from the first renewal of the Board of Directors after the Start Date of the Negotiations.

appointed by the Shareholders' Meeting of 27 April 2020 by virtue of the provisions of a para-shareholder nature that bound the shareholders of PHN in force on that date (see paragraph 2.G above).

It should also be noted that the rules relating to gender requirements pursuant to the provisions of article 147-ter, paragraph 1-ter, of the TUF will be applicable to the Issuer starting from the first renewal of corporate bodies following the Trading Start Date.

Moreover, as of the Report Date, the Board of Directors of the Company is already made up of Directors of both genders. In particular, since there are two Directors out of seven belonging to the under-represented gender (Marida Zaffaroni and Giovanna Zanotti), the Issuer has already voluntarily complied with the gender balance rules pursuant to the provisions for newly listed companies² . Since this adjustment was made on a voluntary basis, it will be taken into account for the purposes of calculating the six consecutive mandates envisaged as the period of application of the discipline on gender balance.

For more information on the structure of the Board of Directors and its committees, please refer to Table 1 in the appendix to this Report.

It should be noted that as of the end of the 2022 financial year and until the Report Date, there have been no changes in the composition of the Board.

As of the Report Date, taking into account that the administrative and control bodies were appointed prior to the Negotiations Commencement Date, the Issuer has not adopted a diversity policy in relation to the composition of the Board of Directors in office regarding aspects such as age, gender composition and training and professional path.

However, it is believed that the qualitative and quantitative composition of the Board of Directors in office ensures sufficient diversification in terms of skills, age, experience and gender. In fact, with regard to the composition of the Board of Directors in office, it is specified that (i) there are 2 Directors in the Board of Directors of the Company belonging to the least represented gender; (ii) the Board is characterized by the registry diversity of its members, taking into account that the age of the Directors is between 62 and 42 years; (iii) the training and professional path of the Directors currently in office guarantees a balanced combination of profiles and experiences within the administrative body suitable to ensure the correct performance of the functions due to it.

In this regard, the Board decided to formulate the following indications, to be included in the explanatory report prepared pursuant to art. 125-ter of the TUF relating to the appointment of the Board of Directors by the Shareholders' Meeting called to approve the financial statements as at 31 December 2022:

²Pursuant to Article 1 of Law no. 160 of 27 December 2019, "the criterion of allocation of at least one fifth provided for by Article 2 of Law no. 120 of 12 July 2011, for the first renewal after the start date of the negotiations" remains unaffected.

taking into account the size and activity of the Company, a number of Directors equal to the current number of 7 Directors is considered adequate;
the Board recommends an adequate valuation of the members who meet the independence requirements pursuant to art. 148, paragraph 3, TUF and the Corporate Governance Code, taking into account that pursuant to art. IA.2.10.6 of the Instructions to the Stock Exchange Regulations, in Boards of Directors composed of up to 8 members, there must be at least 2 Independent Directors and in Boards of Directors composed of 9 to 14 members, there must be at least 3 Independent Directors;
in compliance with the legislation on gender balance, at least one fifth of the Directors must belong to the less represented gender (rounded up to the next whole unit);
as regards diversity policies (art. 123-bis, letter d-bis, TUF), the Board recommends that the new composition, in continuity with the past, adequately represents, in relation to the activity carried out by the Company, the various components (executive, non-executive, independent) and the professional and managerial skills and experience necessary for good company management. In particular, also in order to promote understanding of the Company's organization and its activities, as well as the development of efficient governance of the same, the Board deems it appropriate that, without prejudice to the legal requirement on gender balance : (a) the Board is characterized by the diversity of its members; (b) the training and professional background of the Directors guarantees a balanced combination of profiles and experiences suitable for ensuring the correct performance of the functions assigned to them;
lastly, it is deemed necessary that each candidate respects the Accumulation Limits, so that adequate time availability is ensured for the diligent performance of the office.

The curricula vitae of the Directors illustrating their professional and personal characteristics can be consulted on the Issuer's website at www.pharmanutra.it, section "Governance/Board of Directors".

Accumulation of positions held in other companies

Each member of the Board of Directors is obliged to take decisions with full knowledge of the facts and independently, pursuing the objective of creating value for the shareholders, and is committed to devoting the time necessary to ensure diligent performance of their duties, regardless of the positions held outside the Pharmanutra Group, with full awareness of the responsibilities inherent in the position held.

For this purpose, each candidate for the position of Director shall evaluate in advance, at the time of accepting the position in the Company and regardless of the limits

established by the law provisions and regulations that may be applicable on the limits on the number of positions that may be held, his or her ability to carry out the tasks assigned to him or her with due care and effectiveness, taking into particular consideration the overall commitment required by the positions held outside the Group.

Each member of the Board of Directors is also required to inform the Board of any position of director or statutory auditor they hold in other companies, in order to allow fulfilment of the disclosure obligations under applicable laws and regulations.

The Board has not considered defining general criteria regarding the maximum number of administrative and control positions in other companies that can be considered compatible with an effective performance of the role of director of the Issuer, without prejudice to the duty of each director to assess the compatibility of the positions of director and auditor, held in other companies listed on regulated markets (including foreign), in financial, banking, insurance or large companies, with the diligent performance of the tasks assumed as director of the Company, also taking into account the participation in the committees established within the board, as indicated in Recommendation 15 of the Corporate Governance Code.

In view of the positions held by its members in other companies, the Company's Board of Directors believes that the number and quality of the positions held does not interfere and is, therefore, compatible with the effective performance of the office of director of the Company. The Board of Directors has the right to carry out a different and reasoned assessment, which will be made public in the context of the Annual Report on Corporate Governance and Ownership Structures and in this context duly motivated.

The table below lists the director and auditor positions held by the members of the Board of Directors, as at 31 December 2022, in other companies listed on regulated markets, including foreign markets, in financial, banking, insurance companies or companies of significant size.

First and last name	Company	Administration and control tasks
Andrea Lacorte	Junia Pharma S.r.l.	Vice-chairman of the Board of Directors
	Alesco S.r.l.	Chief Executive Officer
	Nutristar S.p.A.	Chair of the Board of Directors
	Solida S.r.l.	Chair of the Board of Directors
	ALH S.r.l.	Sole Director
Roberto Lacorte	Junia Pharma S.r.l.	Chair of the Board of Directors
	Alesco S.r.l.	Board member
	Nutristar S.p.A.	Board member
	Solida S.r.l.	Vice-chairman of the Board of Directors
	Cala D'Arno S.r.l.	Vice-chairman of the Board of Directors
	RLH S.r.l.	Sole Director
Carlo Volpi	Junia Pharma S.r.l.	Board member
	Alesco S.r.l.	Chair of the Board of Directors
	Solida S.r.l.	Board member
	Beda S.r.l.	Sole Director
	Grenade Srl	Board member
Germano Tarantino	Junia Pharma S.r.l.	Board member
Alessandro Calzolari	Iredeem S.p.A.	Board member
	BIMA Consulting S.r.l.	Sole Director
	Espansione Marketing S.p.A.	Standing Auditor
	FAAC S.p.A. single member company	Chairman of the Board of Statutory Auditors
	FAAC Partecipazioni Industriali S.r.l.	Chair of the Board of Statutory Auditors
	Piccinini S.p.A.	Chairman of the Board of Statutory Auditors
	Nutristar S.p.A.	Chairman of the Board of Statutory Auditors
	Firbimatic S.p.A.	Chairman of the Board of Statutory Auditors
	HUB Italia S.r.l.	Sole Auditor
	F.X.T. S.p.A.	Standing Auditor

First and last name Company		Administration and control tasks
	CoMETA S.p.A.	Chairman of the Board of Statutory Auditors
	ARB S.p.A.	Chairman of the Board of Statutory Auditors
Marida Zaffaroni
Giovanna Zanotti	Banco BPM S.p.A.	Board member
	Sesa S.p.A.	Board member

Induction Programme

In line with the provisions of the Corporate Governance Code on the effective and informed performance of their role by each Director, the Chairman, with the help of the Secretary of the Board, promotes the continuous updating of the Directors and Statutory Auditors on the company and market reality, as well as on the main legislative and regulatory changes concerning the Issuer and its Group.

In particular, during the 2022 financial year, the Chairman took care, also through the meeting between the top management of the Company and the Directors, that the latter obtained insights and clarifications on the activities and projects of the group to which the Issuer is in charge, as well as on the regulatory and self-regulatory framework of reference.

During the 2022 financial year, the Directors and Statutory Auditors also had the opportunity to deepen their knowledge (i) of the pharmaceutical and nutraceutical sector through participation in board meetings in which issues related to company dynamics and their evolutions, such as those in which capital expenditures have been approved; (ii) of the normative, regulatory and self-regulatory framework of reference.

The management of the Company has also been in constant contact with the corporate bodies for the appropriate flows of information and/or updates on issues of interest.

4.4 Operation of the Board of Directors (ie. Art. 123-bis, paragraph 2, letter d), TUF)

In application of the provisions of the CG Code, on 16 March 2023, the Board approved its own regulation, which governs the composition, duties, rules and procedures for the functioning of the administrative body of the Company (the "Board of Director's Regulation").

For information on the regulation for the functioning of the Control and Risk Committee, please refer to Section 6 of the Report.

Pursuant to article 16 of the Articles of Association, the Board of Directors meets, even outside the registered office as long as it is within the European Union, whenever the Chair or Vice-chairman (if appointed) deems it appropriate, as well as when requested by a Director with delegated powers, by the Executive Committee (if

appointed), or by at least two other Directors in office and without prejudice to the powers to convene meetings attributed to other parties by law.

The Board of Directors is convened by the Chair or, in his/her absence or impediment, by the Vice-chairman (if appointed), by means of a notice – containing the items on the agenda – sent by mail or e-mail at least 3 days before the meeting, or, in case of urgency, at least 24 hours before the meeting. Even in the absence of notice of call in the form and manner provided for above, a meeting of the Board of Directors is validly constituted if all the Directors in office and all the members of the Board of Statutory Auditors are present, or if the majority of both Directors and Statutory Auditors in office are present and the absent members have been adequately informed in advance of the meeting and have not objected to the discussion of the items on the agenda.

Meetings of the Board of Directors may also be held by audio or video conference, provided that: (a) the Chair and the Secretary of the meeting, if appointed, are present in the same place, and will be responsible for drafting and signing the minutes, the meeting being deemed to have been held in that place; (b) the Chair of the meeting is able to ascertain the identity of those present, regulate the development of the meeting, and ascertain and state the voting results; (c) the person taking the minutes is able to adequately perceive the events of the meeting being minuted; (d) those present are able to take part in the discussion and vote simultaneously on the items on the agenda, as well as view, receive or transmit documents.

All resolutions of the Board of Directors shall require the actual presence of a majority of the Directors in office and the favourable vote of a majority of the Directors present.

The Chairman of the Board of Directors, with the help of the Secretary of the Board, shall ensure that adequate information on the items on the agenda is provided to all Directors. In particular, this information is always provided in such a way as to allow the Directors to express themselves being fully aware of the matters under discussion, providing them with the drafts of the documents to be approved well in advance, with the sole exception of cases of particular and proven urgency. In particular, the notice generally considered appropriate for sending the documentation is at least 5 (five) days prior to the meeting and this term was normally respected during the 2022 financial year. The Chairman shall also ensure that each item on the agenda is discussed in sufficient time to allow for a constructive dialogue.

The members of the Board of Directors are required to maintain the confidentiality of documents, news, information and data acquired in the exercise of their duties even after the expiry of their mandate, without prejudice to the obligations imposed by law, by judicial and/or vigilance. The members of the Board of Directors refrain from seeking and using confidential information for purposes that do not comply with their duties and are required to comply with the market abuse legislation and with the procedures adopted by the Company for internal management and external communication of such documents and relevant and privileged information as defined in the aforementioned procedures.

Resolutions are recorded in minutes signed by the Chairman of the meeting and by

the Secretary of the same.

In implementation of the art. 3, Recommendation 18 of the CG Code, the BoD Regulation also defines the professional requirements and the duties of the Secretary to the Board (see Section 4.5 below).

During the year ended 31 December 2022, the Board of Directors met 9 (nine) times. The meetings of the Board of Directors lasted an average of 2 (two) hours.

In addition to the members of the Board of Statutory Auditors, the Board of Statutory Auditors was attended by the Manager responsible for preparing the company's accounting documents to provide appropriate insights into the internal control and risk management system, the Head of Legal Dept., Mrs. Eleonora Casarosa, and the Secretary of the Board, Mr. Giovanni Bucarelli.

For information on the participation of each Director in the meetings held during the 2022 financial year, please refer to Table 1 attached to the Report.

In the current year and until the Report Date, the Board of Directors met 3 (three) times and a total of at least 5 (five) meetings are scheduled in this year 2023. In addition to the meetings held on 27 January 2023, 21 February 2023 and 16 March 2023 (approval of the draft Financial Statements as at 31 December 2022), the calendar of the main corporate events 2023 provides for another 3 (three) meetings on the following dates:

08 May 2023: approval of the Interim Report on Operations as at 31 March 2023;
11 September 2023: approval of the first half financial report as at 30 June 2023;
6 November 2023: approval of the Interim Report on Operations as at 30 September 2023.

4.5 Role of the Chairman and Secretary of the Board of Directors

Chair of the Board of Directors

Pursuant to art. 15.1 of the Articles of Association, the Board of Directors, if the Shareholders' Meeting has not done so, elects a Chairman from among its members and may elect a Vice-Chairman, who replaces the Chairman in cases of absence or impediment. In the absence of the latter, the meetings of the Board of Directors are chaired by the Director appointed by those present.

The Chairman performs the functions provided for by the law and pro tempore regulations in force and by the Articles of Association.

The Chair convenes the Board of Directors pursuant to art. 16 of the Articles of Association.

According to the provisions of art. 19 of the Articles of Association, the legal representation of the Company, before third parties and in court, is the responsibility of the Chair of the Board of Directors and, in the event of his/her absence or impediment, of the Vice-chairman (if appointed). It is also the responsibility of the

Managing Director(s) (if appointed), within the limits of their powers.

On 27 April 2020, the Board of Directors appointed (i) Mr Andrea Lacorte as Chairman, and (ii) Mr Roberto Lacorte as Vice-chairmanman.

Furthermore, pursuant to the BoD Regulations and in line with the provisions of the CG Code, the Chairman of the Board plays a liaison role between the executive Directors and the non-executive Directors and takes care of the effective functioning of the Board's work. The Chairman, with the help of the Secretary of the Board of Directors, takes care of:

a) that the pre-meeting information and the complementary information provided during the meetings are suitable to allow the Directors to act in an informed manner in carrying out their role;

b) that the activity of the board committees with investigative, proposal and consultative functions referred to in the following art. 10 is coordinated with the activity of the administrative body;

c) in agreement with the Chief Executive Officer (where different from the Chairman), that the executives of the Company and those of the companies of the group it heads, responsible for the competent corporate functions according to the matter, attend board meetings, also on request from individual Directors, to provide appropriate insights into the topics on the agenda;

d) that all members of the administrative and control bodies can participate, after their appointment and during their mandate, in initiatives aimed at providing them with adequate knowledge of the business sectors in which the Company operates, of the company dynamics and their evolution also with a view to the sustainable success of the Company itself, as well as the principles of correct risk management and the regulatory and self-regulatory framework of reference, with the collaboration of the lead independent director;

e) the adequacy and transparency of the self-assessment process of the administrative body, with the support of the Remuneration and Appointments Committee.

Secretary of the Board of Directors

Pursuant to art. 15 of the Articles of Association and art. 6 of the Board Regulations, the Board appoints a Secretary, who may not be part of the Company.

The Secretary must possess adequate requisites of professionalism and experience gained, preferably, in the legal and corporate sphere. The Secretary also has the requisites of independent judgment and is not in situations of conflict of interest.

The Secretary supports the activity of the Chairman and provides assistance and advice to the board of directors with impartial judgment on every aspect relevant to the correct functioning of the corporate governance system.

In the event of his impediment or absence, his duties are entrusted to another person designated from time to time by the Chairman of the individual meetings.

On 16 March 2023, the Board appointed Dr. Giovanni Bucarelli as Secretary of the Board.

Delegated bodies

At the Reporting Date, the Directors Andrea Lacorte, who also holds the position of Chair, Roberto Lacorte, who also holds the position of Vice-chairman, Carlo Volpi and Germano Tarantino, as specified below, hold the position of Executive Directors of the Company.

On 27 April 2020, the Board of Directors of the Company granted the following powers and duties to the Directors:

The Chairman of the Board of Directors, Dr. Andrea Lacorte, and the Vice-chairmanman of the Board of Directors, Dr. Roberto Lacorte, are granted, with a single signature, all the broadest powers necessary or appropriate for the exercise of the following powers and activities:

Correspondence:

open, write and sign the Company's correspondence;

Contracts in general and urgent instruments:

enter into, amend and terminate contracts, provided that their unit value does not exceed Euro 1,000,000.00 (Euro one million/00), both with third parties and within the Group, concerning the sale of goods and/or services forming part of the business activity;
enter into, amend and terminate contracts, provided that their unit value does not exceed Euro 1,000,000.00 (Euro one million/00), both with third parties and within the Group, concerning the purchase of goods and/or services forming part of the business activity;
enter into, amend and terminate contracts for the purchase, sale, exchange, contribution and any other act of acquisition or disposal of goods, rights or services, with the exception of those that regulate the general conditions of sale and purchase of goods and/or services within the scope of the company's activity, as well as the undertaking in general of obligations, commitments and responsibilities of any nature, the amount of which is, individually or jointly with other related transactions, less than Euro 1,000,000.00 (Euro one million/00), as well as modify such agreements, contracts, transactions, obligations, commitments or assumptions of responsibility that involve economic effects of an amount not greater than that indicated above;
carry out urgent acts/execute urgent instruments that are necessary for the management, preservation and protection of the Company assets, promptly reporting to the Board of Directors on the activities carried out;
demand and collect any amount due to the Company from anyone for any reason whatsoever (Government, public and private bodies, companies and natural and/or legal persons), issuing the relevant receipts and quittances;

Employment and labour relationships:

hire and fire executives, clerks and workers, and enter into, amend and terminate

the related employment contracts, provided that such contracts do not entail a cost to the Company, for each individual contract and for each year, in excess of Euro 150,000.00 (Euro one hundred and fifty thousand/00);

enter into, amend and terminate coordinated and continuous collaboration contracts and consultancy contracts, provided that they do not entail the payment by the Company of gross amounts, for each individual contract and per year, in excess of Euro 350,000.00 (Euro three hundred and fifty thousand/00);

Representation:

represent the Company, actively and passively, in all relations and dealings with the tax, financial, administrative, political, military, trade union and judicial offices of the government and of local or semipublic entities, social security, insurance entities or health institutes, with the power to agree on income, issue documentary evidence and certificates, lodge claims with all administrative and judicial authorities of the Italian Republic; file complaints, lawsuits, make claims against any measure of the above authorities and entities and sign the corresponding documents and/or consequent instruments;
represent the Company in legal proceedings before all authorities of the Italian Republic and foreign states, as well as supranational authorities, appoint lawyers and attorneys, including for arbitration, appeals, revocation, cassation and before the Constitutional Court;
settle and mediate any pending matter or dispute of the Company with third parties, including pending matters or disputes with managers, executives, employees and workers; appoint arbitrators, including amicable compounders, and sign the relative settlement instruments, provided that such instruments refer to disputes or pending matters that have arisen or are to arise with a unit value not exceeding Euro 500,000.00 (Euro five hundred thousand/00);
represent the Company in any bankruptcy proceedings with all the necessary powers; promote and/or request bankruptcy statements, attend meetings of creditors, accept and carry out the role of member of the creditors' committee, if the Company is appointed; state claims for receivables, asserting their reality and existence; accept and reject proposals for composition and do anything else necessary and/or useful for the proceedings themselves;

Collection, payment and receipts:

receive from post and telegraph offices, shipping companies and any other freight company, letters and parcels, both ordinary and registered and/or insured; collect postal and telegraphic money orders, vouchers and cheques of any kind and any amount; request and receive amounts of money, securities, goods and documents, signing the corresponding receipts, releases and waivers, from any public and/or private entity, inter alia, from any public and/or private treasury office, including the State Treasury, the Cassa Depositi e Prestiti, the Public Debt Office, customs offices and State-owned and private railways, both at their central and regional and/or peripheral offices, and including the regional revenue offices and their local

branches; perform any other act and transaction with the above offices/entities;

sign drafts as drawer payable by the Company's customers, receipt bills of exchange and securities to order, endorse cheques, drafts and bills of exchange, but at any rate in order to collect and transfer them to the Company's current accounts or protest them, offer for discount bills of exchange issued by the Company's customers payable to the Company and drafts issued by the Company payable by its customers;
receive, set up and release deposits, including as security and allow encumbrances of any kind, provided that their unit value does not exceed Euro 500,000.00 (Euro five hundred thousand/00);

Banking and financial transactions:

enter into, amend and terminate bank and loan contracts in any form, with the exception of the renewal of existing contracts, (in particular, opening of credit facilities, mortgages, safety deposit boxes, advances on securities, invoices and goods, discounts) provided that such contracts do not entail obligations for the Company, for each individual contract and on an annual basis, in excess of Euro 1,000,000.00 (Euro one million/00); carry out all financial transactions for the ordinary administration of the Company, open bank current accounts and a current account in the name of the Company at the post office current account department; make withdrawals, give payment instructions, sign cheques for these current accounts, including with no funds, within the limits of the credit lines granted, verify these current accounts and approve their statements; as far as signing payment instructions and cheques is concerned, the delegation is granted up to a maximum amount, for each individual cheque or payment instruction, of Euro 750,000.00 (Euro seven hundred and fifty thousand/00);

Environmental Matters:

carry out any and all activities concerning the compliance with safety and environmental protection regulations, and represent the Company before any and all public or private entities and bodies being competent for these matters;

Special powers of attorney:

delegate, and revoke, part of the powers listed above to/from directors, executives, managers or employees of the Company or third parties, provided that the delegated powers are not such as to give rise to a preposizione institoria (appointment of a sort of agent) pursuant to articles 2203 et seq. of the Italian Civil Code;

Other:

perform any other act other than those included in the above categories provided that the unit value does not exceed Euro 500,000.00 (Euro five hundred thousand/00).

The Vice-chairman of the Board of Directors, Roberto Lacorte, has also been attributed the qualification of employer pursuant to Italian Legislative Decree no. 81/08 and Person

in charge of the fulfilment of the obligations regarding the protection and respect of the environment. The appointed employer is granted full functional and managerial autonomy, with full decision-making and spending power for the interventions that are necessary to comply with the regulations on environmental protection and safety at the workplace, as well as for the correct and timely compliance with all the obligations provided for in terms of health and safety at the workplace, which can be delegated and sub-delegated, within the limits of art. 17 of Italian Legislative Decree no. 81/08 as subsequently amended and integrated.

The Vice-chairmanman of the Board of Directors, Mr. Roberto Lacorte, is also assigned the role of Chief Executive Officer pursuant to the GC Code (see paragraph 9.1 of the Report).

Mr. Carlo Volpi, Director of the Board of Directors, is granted, with a single signature, all the broadest powers necessary or appropriate for the exercise of the following powers and activities: