Reply

AGM Information • Mar 24, 2025

Reply S.p.A.

Reports of the Board of Directors dated march 13, 2025

To the ordinary shareholders' meeting on april 23, 2025 (single call)

AGENDA OF THE ORDINARY SHAREHOLDERS' MEETING ON APRIL 23, 2025 (SINGLE CALL):

Dear Shareholders,

you have been convened to an Ordinary Shareholders' Meeting to take resolutions on the following

AGENDA:

1. FINANCIAL REPORT

• 1.a. Examination and Approval of the Financial Statements as at December 31, 2024; Annual management Report; Reports of the Board of Statutory Auditors and of Auditing Company.
• 1.b. Allocation of the year's result, proposal to distribute a dividend to shareholders and allocation of a profit share to directors provided with special assignments pursuant to Article 22 of the Articles of Association; related and consequent resolutions.
• 2. RESOLUTIONS ON THE PURCHASE AND SALE OF OWN SHARES, pursuant to Articles 2357, 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree No. 58/1998, as well as Article 144-bis of Consob Regulation No. 11971, subject to revocation of the resolution approved by the Shareholders' Meeting of 23 April 2024 to the extent not used.
• 3. REPORT ON REMUNERATION POLICY AND COMPENSATION PAID; resolutions regarding the Second Section pursuant to Article 123-ter, paragraph 6 of the TUF.

1. Financial report

• 1.a. Examination and Approval of the Financial Statements as at December 31, 2024; Annual management Report; Reports of the Board of Statutory Auditors and of Auditing Company.
• 1.b. Allocation of the year's result, proposal to distribute a dividend to shareholders and allocation of a profit share to directors provided with special assignments pursuant to Article 22 of the Articles of Association; related and consequent resolutions.

Dear Shareholders,

With reference to the first item on the agenda, we submit to your attention the Financial Statements (Separate Financial Statements) of Reply S.p.A. - consisting of the Statement of Financial Position, Income Statement, Statement of Comprehensive Income, Statement of Changes in Shareholders' Equity, Statement of Cash Flows and Notes to the Financial Statements - related to the year ended December 31, 2024 accompanied by the Group's Directors Report.

Noting that the Financial Statements (Separate Financial Statements) of Reply S.p.A. for the year ended December 31, 2024, show a net profit for the year of 50,644,327.00 Euro, we propose that the Shareholders' Meeting resolves:

• ȯ to approve the Financial Statements (Separate Financial Statements) of Reply S.p.A. which show a net profit for the year of 50,644,327.00 Euro, which already takes into account the provision of 3,400,000.00 Euro attributable to the remuneration of the Executive Directors for the short-term variable component for 2024, to be paid through profit sharing in accordance to article 22 of the Articles of Association and quantified, according to the procedures therein, in the amount that the Board of Directors, based on a proposal shared by the Remuneration Committee, considered to propose to the Shareholder;
• ȯ to approve the proposal to allocate the net profit for the year of Euro 50,644,327.00 as follows:

  • to the Shareholders, a dividend per share equal to Euro 1.15 for each outstanding ordinary share entitled, thus excluding treasury shares in portfolio, with dividend payment on May 21, 2025, ex-dividend date on May 19, 2025, and record date pursuant to Article 83-terdecies of TUF on May 20, 2025;

  • as to the residual amount, to be carried forward and allocated to the Extraordinary Reserve,

as no allocation to the Legal Reserve is necessary since it has reached the limit of one-fifth of the share capital required by Article 2430 of the Civil Code;

to approve, pursuant to Article 22 of the Articles of Association, also explicitly, the proposal to allocate to the Executive Directors, by means of a participation in the profits of the parent company, the short-term variable component of remuneration to be established in a total amount of Euro 3,400,000.00, corresponding to approximately 0.82% of the Consolidated Gross Operating Margin 2024 (before the allocation of profit sharing for the Executive Directors), which amounted to Euro 414,011,000, to be paid taking into account the relative allocation in the financial statements in accordance with the provisions of the IAS/IFRS Accounting Standards, ratifying the relative allocation in the financial statements as necessary.

We therefore submit the following draft of the resolution for your approval:

The Shareholders' Meeting of Reply S.p.A.

• ȯ having taken note of the report of the Board of Directors on the Group's performance for the fiscal year 2024;
• ȯ having acknowledged the Financial Statements (Separate Financial Statements) of Reply S.p.A. for the year ended December 31, 2024 - consisting of the Statement of Financial Position, Income Statement, Statement of Comprehensive Income, Statement of Changes in Shareholders' Equity, Statement of Cash Flows and Notes to the Financial Statements - which shows a profit of 50,644,327.00 Euro that already takes into account the provision of 3,400,000.00, referring to the remuneration of Executive Directors for the short-term variable component for 2024, to be paid through profit-sharing pursuant to Article 22 of the Articles of Association and quantified, in accordance with the procedures set forth therein, in the amount that the Board of Directors, based on the proposal shared by the Remuneration Committee, deemed to propose to the Shareholders' Meeting;
• ȯ having acknowledged the report of the Board of Statutory Auditors and the report of the auditing firm PricewaterhouseCoopers S.p.A.

resolve

concerning agenda item 1.a.

I. to approve the Financial Statements (Separate Financial Statements) of Reply S.p.A. for the year ended December 31, 2024, which show a net income of 50,644,327.00 Euro that already takes into account the provision of 3,400,000.00, referable to the remuneration of the Executive Directors for the short-term variable component for 2024, to be paid through profit sharing referable to the remuneration of the Executive Directors, pursuant to article 22 of the Articles of Association and quantified, according to the modalities set forth therein, in the measure that the Board of Directors, based

on a proposal shared by the Remuneration Committee, deemed to propose to the Shareholders' Meeting;

regarding agenda item 1.b.

• II. To approve the proposal to allocate the net profit for the year of Euro 50,644,327.00 as follows:

  • to the shareholders, a dividend per share equal to Euro 1.15 for each outstanding ordinary share entitled, thus excluding treasury shares in portfolio, with dividend payment on May 21, 2025, ex-dividend date on May 19, 2025, and record date pursuant to Article 83-terdecies of TUF on May 20, 2025;

  • as to the residual amount, to be carried forward as an allocation to the Extraordinary Reserve,

as no allocation to the Legal Reserve is necessary since it has reached the limit of one-fifth of the share capital required by Article 2430 of the Civil Code;

• III. to approve, pursuant to Article 22 of the Articles of Association, also explicitly, the proposal to allocate the remuneration to the Executive Directors of the short-term variable component for 2024, by means of a participation in the parent company's profits, to be established in a total amount of Euro 3,400,000.00, corresponding to approximately 0.82% of Consolidated EBITDA 2024 (before the allocation of profitsharing for Executive Directors) amounting to Euro 414,611,000, which will be paid taking into account the relevant provision in the financial statements in accordance with IAS/ IFRS;
• IV. to grant the Board of Directors, upon the proposal of the Remuneration Committee, the mandate to allocate the amount of Euro 3,400,000.00 among the Executive Directors.

Turin, March 13, 2025 For the Board of Directors Chairman Dr. Mario Rizzante

2. Resolutions on the purchase and sale of own shares, pursuant to Articles 2357, 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree No. 58/1998, as well as Article 144-bis of Consob Regulation No. 11971, subject to revocation of the resolution approved by the Shareholders' Meeting of 23 April 2024 to the extent not used.

Dear Shareholders,

also pursuant to Article 73 of the Regulation adopted by Consob Resolution No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"), we hereby report the following. On April 23, 2024, in continuity with past resolutions adopted on the same subject, the Shareholders' Meeting authorised the purchase and disposal of treasury shares for a period of 18 months, i.e. from 23/04/2024 to 23/10/2025; by virtue of these authorisations, 133,192.00 treasury shares are held to date.

You are now asked to again authorise, within the limits and in the manner set out below, the purchase and disposal of treasury shares.

It should be noted that all transactions involving the purchase of treasury shares are subject to the provisions of Regulation (EU) No. 596/2014 ("MAR") and its implementing rules. This proposal serves multiple purposes.

First of all, the purchase of treasury shares is justified by corporate purposes, as it may allow for transactions such as the sale, contribution, assignment and exchange of treasury shares for the acquisition of shareholdings, the implementation of extraordinary finance transactions and/or the conclusion of agreements with strategic partners that all within the Group's expansion objectives and/or for the conclusion of agreements with individual directors, employees and/or collaborators of the Company or of its directly or indirectly controlled companies, which do not fall within the plans for the free assignment of shares governed by Article 114-bis of TUF.

The authorisation to purchase treasury shares, if granted, will also allow the Company to make investments on the stock market involving its own securities, also in consideration of the low volumes of securities generally traded, and thus defend the investment of minor shareholders as well as, should it prove necessary in relation to contingent market situations, to offer the opportunity to carry out trading, hedging and arbitrage transactions. The purchase of treasury shares may also be used for the constitution of the securities necessary to concretely implement share incentive plans that may be approved pursuant to Article 114-bis of TUF.

It should be noted that the authorisation will, in any event, be exercised within the limits provided for by the laws in force and, where applicable, in compliance with the market practices permitted by Consob, pro tempore, in accordance with Article 13 of the MAR and the relevant implementing rules.

In order to achieve the above purposes, we propose that you authorise the Board of Directors to purchase, also in several tranches, considering the treasury shares already held

by the Company to date, a maximum of 3,607,950 ordinary shares with a nominal value of Euro 0.13, corresponding to 9.64398% of the current share capital of Euro 4,863,485.64 within the limit of a maximum expenditure commitment of Euro 550,000,000, a percentage and amount that, as detailed below, fully comply with the provisions of Article 2357 of the Italian Civil Code. Such limits also include treasury shares that Reply S.p.A. was legitimated to buy back in accordance to lock-up agreements entered into by Reply S.p.A. itself. At the same time, we ask you to authorise, pursuant to Article 2357-ter of the Italian Civil Code, the Board of Directors to dispose of the treasury shares that may be acquired, also in several tranches and in accordance with the purposes for which the authorisation is requested, for a consideration and free of charge, also through subsequent purchase and sale transactions, in accordance with the procedures indicated below.

For the purposes of compliance with the third paragraph of Article 2357 of the Italian Civil Code, it should be noted that the Company's share capital of Euro 4,863,485.64 is currently divided into 37,411,428 ordinary shares with a nominal value of Euro 0.13 each. It should also be noted that the Company currently holds 133,192 treasury shares in its

portfolio, with a nominal value of Euro 0.13 each, corresponding to 0.35602% of the share capital.

The authorisation for the purchase is requested for a period of 18 months, i.e. from April 23, 2025 to October 23, 2026 and, in the event of authorisation, replaces that granted by the shareholders' resolution of April 23, 2024: it shall, therefore, be considered correspondingly revoked, for the unused portion, the authorisation to purchase treasury shares and the use thereof adopted by the shareholders' meeting of April 23, 2024.

The Board proposes that the minimum purchase price per share be not less than the nominal value of the REPLY S.p.A. ordinary share (currently Euro 0.13) and that the maximum consideration may not exceed the official trading price recorded on the MTA Market on the day before the purchase increased by 20%. The maximum financial commitment is envisaged within the limit of Euros 550,000,000 (five hundred and fifty million).

With reference to the maximum spending limit, the Board recalls that, pursuant to Article 2357 of the Italian Civil Code, the purchase of treasury shares is allowed within the limits of distributable profits and available reserves resulting from the latest approved financial statements. In this regard, we point out that in the Company's financial statements as of December 31, 2024, submitted for your approval, the total amount of profits and reserves that can be used by the Company to purchase treasury shares, without taking into account the Reserves established following the application of the IAS/IFRS accounting standards, is equal to Euro 686,900,359, broken down as follows:

Reserve for the purchase of treasury shares	Euro	432,877,511
Extraordinary reserve	Euro	244,852,182
Retained earnings reserve	Euro	2,822,701
Merger surplus reserve	Euro	6,347,964

Therefore, it is clear that, taking into account the above-mentioned maximum consideration, any purchase of treasury shares is adequately covered by the available reserves in the balance sheet.

With regard to the modalities of treasury share purchase transactions, which can be carried out once or more than once, the Board proposes that they be carried out:

• ȯ in accordance with the combined provisions of Article 132 of Legislative Decree 58/98, as amended, Article 144-bis of the Regulation on Issuers of Regulated Markets and, where applicable, Article 13 of the MAR;
• ȯ in accordance with the technical forms set forth in Article 144-bis, paragraph 1(b) of the Issuers' Regulation, as well as in Delegated Regulation (EU) 2016/1052;
• ȯ with operating procedures established in the market organization and management regulations, that ensure equal treatment among shareholders and do not allow the direct matching of purchase proposals with predetermined sale proposals, with the exception of transactions related to Reply S. p.A. own shares that Reply S.p.A. is legitimated to repurchase by virtue of the provisions of the lock-up agreements; cases in relation to which the provisions of article 132 of TUF and article 144-bis of the Issuers Regulation do not apply;
• ȯ where applicable, under the conditions set out in Article 5 of MAR.

As to the manner of disposition, it is proposed:

• ȯ that the Shareholders' Meeting authorise the Board of Directors, pursuant to and for the purposes of Article 2357-ter of the Italian Civil Code, to dispose - at any time, in whole or in part, in one or more tranches and even before having exhausted the purchases - of the treasury shares purchased and those already in the portfolio, either through sale on the Stock Exchange or in blocks, or through public offering,
• ȯ that treasury shares already held in the portfolio and those purchased pursuant to this resolution may be sold, transferred, exchanged, assigned, exchanged as consideration for the purchase of equity investments, the implementation of extraordinary finance transactions and/or the conclusion of agreements with strategic partners and/or the conclusion of agreements with individual directors, employees and/or collaborators of the Company or of the companies directly or indirectly controlled by it that do not fall within the plans for the free assignment of shares governed by Article 114-bis of Legislative Decree No. 58/1998,
• ȯ that, in implementation of the pro-tempore stock grant plans launched by the Board of Directors and approved by the Ordinary Shareholders' Meeting pursuant to Article 114-bis of TUF, the treasury shares already held in the portfolio and those purchased pursuant to this resolution may be granted free of charge in accordance with and within the limits of the implementation provisions of the plans.

It is therefore requested, with regard to acts of disposition, that the Shareholders' Meeting grant the Board of Directors the power to establish, on a case-by-case basis, in compliance

with legal and regulatory provisions, the most appropriate applicable terms, modalities and conditions that best serve the interests of the Company.

The Board of Directors shall act in compliance with the disclosure obligations pursuant to Article 144-bis, paragraph 3 of the Regulation on Issuers.

The transaction is not instrumental in reducing the share capital by cancelling the treasury shares purchased.

Pursuant to Art. 2357-ter, para. 1 of the Civil Code, within the above-mentioned limits, successive purchase, sale and assignment transactions may be carried out free of charge within the scope of the Share Incentive Plans.

To this end, we propose to establish that, in the event of the sale for consideration or free assignment under the Stock Incentive Plans of treasury shares in portfolio or of those that have been acquired and/or subscribed to on the basis of this proposal the "Reserve for treasury shares in portfolio" is reclassified for an amount equal to the book value of the treasury shares sold to the "Reserve for treasury shares to be purchased" so that it can be used for further purchases within the limits and under the conditions set forth above and that, also in the event of write-downs or revaluations of treasury shares in portfolio, the aforesaid reserves are adjusted accordingly.

Turin, 13 March 2025 For the Board of Directors Chairman Dr. Mario Rizzante

3. Report on remuneration policy and compensation paid; resolutions regarding the Second Section pursuant to Article 123-ter, paragraph 6 of the TUF.

Dear Shareholders,

In view of the Shareholders' Meeting, the Report on Remuneration Policy and Remuneration Paid was prepared.

The document is divided into two sections:

• ȯ the first illustrates the Company's policy on the remuneration of Directors, Statutory Auditors and key management personnel, as well as the procedures used for the adoption and implementation of such policy, and is subject to binding resolution by the Shareholders' Meeting at the intervals required by the duration of the policy itself and, in any case, at least every three years or when the policy is amended;
• ȯ the second provides a representation of the items that make up the remuneration of the aforementioned persons, with an analytical illustration of the remuneration paid in the fiscal year 2024 and is subject to annual non-binding resolution of the Shareholders' Meeting.

The Remuneration Policy adopted by Reply for the period 2023-2026 following its review concluded with the Board of Directors' resolution of 1 August 2023 did not change during the year.

In light of the foregoing, the Company intends to submit to the Shareholders' Meeting the Second Section of the Report on the Remuneration Policy and Compensation Paid to the Members of the Board of Directors, General Managers and Other Executives with Strategic Responsibilities, drafted pursuant to Article 123-ter of Legislative Decree No. 58/1998.

Please note that pursuant to Article 123-ter, paragraph 6 of Legislative Decree No. 58/1998, the Shareholders' Meeting casts a non-binding vote on the Second Section of the Report.

Turin, March 13, 2025 For the Board of Directors Chairman Dr. Mario Rizzante

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