Sanlorenzo — AGM Information 2022

Mar 18, 2022

Sanlorenzo S.p.A.

Registered office in via Armezzone 3, Ameglia (SP) – Share capital € 34,594,172 fully paid-in Company Register Riviere di Liguria – Imperia La Spezia Savona and tax code: 00142240464 www.sanlorenzoyacht.com Traditional management and control

Explanatory report on the third item on the agenda of the ordinary shareholders' meeting

Appointment of the Board of Directors

Explanatory report on the third item on the agenda

• 3. Appointment of the Board of Directors. Related and consequent resolutions:
• 3.1. determination of the number of members of the Board of Directors;
• 3.2. determination of the term of office of the members of the Board of Directors;
• 3.3. appointment of the members of the Board of Directors;
• 3.4. determination of the remuneration of the members of the Board of Directors.

Dear Shareholders,

With the approval of the financial statements for the year ended 31 December 2021, the term of office of the Board of Directors of your Company expires.

The Board of Directors currently in office was appointed in two progressive stages: (i) on 24 June 2019, the Ordinary Shareholders' Meeting appointed a Board of Directors consisting of five members (Massimo Perotti, Marco Viti, Carla Demaria, Paolo Olivieri, Cecilia Maria Perotti and Cesare Perotti); (ii) on 24 October 2019, the Ordinary Shareholders' Meeting of the Company – with effect subject to the date of the start of trading, which took place on 10 December 2019 – extended the number of directors to nine and, having on the same date the director Cesare Perotti communicated his resignation from the position of director subject to the start of trading, integrated the composition of the Board of Directors, appointing – again with effect subject to the date of the start of trading – directors four new members (Pietro Gussalli Beretta, Silvia Merlo, Licia Mattioli and Leonardo Luca Etro).

It is therefore necessary to appoint the new administrative body, after having determined the number of members and their term of office, and to determine the related remuneration.

In this regard, please recall, in particular, the following.

Composition of the Board of Directors

Pursuant to Article 12 of the By-laws, the Company is managed by a Board of Directors consisting of between 7 and 15 members.

The number of members of the Board of Directors, within the limits specified above, is decided by the Shareholders' Meeting, which shall also decide the term (which may not exceed three financial years). If the Shareholders' Meeting does not establish the duration of the directors' term of office, it is understood to be 3 financial years. Directors will cease office at the date of the Shareholders'

Meeting convened to approve the financial statements relative to the final year of their office and they may be re-elected.

Directors shall meet the requirements of the law; failure to meet the requirements shall result in the disqualification of the director.

A minimum number of Directors corresponding to the minimum required by law must meet the independence requirements set out in Article 148, third paragraph, of Italian Legislative Decree no. 58 of 24 February 1998, as amended (the Italian Consolidated Law on Finance or "TUF"). The failure to meet the independence requirement must be immediately notified to the Board of Directors and, in any case, shall result in the forfeiture of office of the director, unless, and except otherwise required by law, the requirements are still met by a number of directors corresponding to the minimum number of directors required by law to meet the independence requirements. Please note that your Company's shares are admitted to trading on the STAR Segment of the Euronext Milan market, which is organised and managed by Borsa Italiana S.p.A. and that your Company adheres to the Corporate Governance Code of Listed Companies approved by the Corporate Governance Committee set up, in its current configuration, in June 2011 by the Business Associations (ABI, ANIA, Assonime, Confindustria), Borsa Italiana S.p.A. and the Association of Professional Investors (Assogestioni) (the "Corporate Governance Code"), whereby: (i) the independence criteria set forth in Recommendation 7 of the Corporate Governance Code shall also apply to the independent directors: in this regard, the outgoing Board of Directors, at the meeting held on 16 March 2021, after receiving the favourable opinion of the Nomination Committee and the Board of Statutory Auditors, identified as a parameter for the significance of the direct and indirect business relations and additional remuneration referred to, respectively, in letters c) and d) of the aforesaid Recommendation 7 of the Corporate Governance Code, the amount of € 30,000.00 per year; and (ii) the provisions of Article 2.2.3, paragraph 3, letter m) of the Rules of the Markets organised and managed by Borsa Italiana S.p.A. and of Article IA.2.10.6 of the Instructions accompanying the Rules of the Markets organised and managed by Borsa Italiana S.p.A., according to which the number of independent directors is considered adequate when there are (a) at least 2 independent directors for boards of directors composed of up to 8 members, (b) at least 3 independent directors for boards of directors composed of between 9 and 14 members and (c) at least 4 independent directors for boards of directors composed of more than 14 members, it being understood that for these purposes the independent directors must be different from the Chairperson.

The composition of the Board of Directors must also respect the gender balance, pursuant to Article 147-ter, paragraph 1-ter of the TUF and Article 13 of the By-laws. With reference to the new administrative body, at least two fifths (rounded up) of the Directors shall belong to the less represented gender.

List voting mechanism for appointing the Board of Directors

The procedures for the appointment of the Board of Directors are governed by Article 147-ter of the TUF, by Article 144-quater of the Regulation on Issuers adopted by Consob with Resolution no. 11971 of 14 May 1999, as subsequently amended (the "Issuers' Regulation") and by Articles 12 and 13 of the By-laws.

Directors are appointed by the Shareholders' Meeting on the basis of lists of candidates, listed by sequential number, presented by the shareholders and in any case in compliance with the provisions of the law and the By-laws in force over time, including with regard to gender balance and the appointment of independent directors.

Lists that present a number of candidates equal to or greater than three must be composed of candidates belonging to both genders, so that at least two fifth (rounded up in any case) of the candidates belong to the least represented gender and must indicate which candidates meet the independence requirements established by the regulations occasionally in force.

The lists must be signed by each shareholder submitting them and filed, by the shareholder(s), at least 25 calendar days prior to the date set for the Meeting (i.e. by 3 April 2022), in one of the following ways:

• (i) by hand delivery at the registered office in Via Armezzone 3, Ameglia (SP), during normal office hours (every day from 09:00 to 18:00 CET), or
• (ii) by certified e-mail (PEC) to: corporate.affairs@cert.sanlorenzoyacht.com. If submitting lists by certified e-mail (PEC), a copy of a valid form of ID of the submitters, must also be sent.

The lists are in any case also subject to the further forms of advertising and filing prescribed by law. In particular, at least twenty-one days prior to the date of the Shareholders' Meeting (i.e. on 7 April 2022) the lists shall be made available to the public at the registered office, on the Company's website (in the "Corporate Governance/Shareholders' Meeting" section) and according to the other procedures set out by Consob.

Each shareholder, shareholders who are parties to a shareholders' agreement relevant pursuant to Article 122 of the TUF and the holding company, subsidiaries and those subject to joint control pursuant to Article 93 of the TUF, may not submit or participate in the submission, not even through a third party or trust company, of more than one list; each candidate may appear on only one list under penalty of ineligibility.

Only those shareholders who, alone or together with other shareholders, hold shares representing at least 1% (one percent) of the share capital are entitled to submit lists, as established by Consob, in compliance with the provisions of Article 144-septies, paragraph 1 of the Issuers' Regulations, with Executive Resolution no. 60 of 28 January 2022 of the Head of the Corporate Governance Division.

We would also remind you that Shareholders submitting a "minority list" are subject to the recommendations given by Consob in Communication no. DEM/9017893 dated 26 February 2009. We would also like to remind you that, pursuant to Article 6.14 of the By-laws, the increase in voting rights has no effect, inter alia, for the determination of the capital ratios required for the presentation of lists for the election of corporate bodies.

The lists must be accompanied by (i) information relating to the identity of the shareholders who have submitted the lists, with an indication of the percentage of the total shareholding held; (ii) a declaration by which each candidate accepts their candidacy and certifies, under their own responsibility, that there are no grounds for ineligibility and incompatibility, as well as the existence of the requisites prescribed for the office; (iii) the curriculum vitae of each candidate containing exhaustive information on their personal and professional characteristics, with an indication, if applicable, of their suitability to qualify as independent.

The ownership of the minimum percentage necessary for the submission of lists, in the amount specified above, is determined considering the shares registered in the Shareholder's favour on the date on which the lists are filed at the Company. The relevant certification may also be produced subsequent to the filing of the list, provided that it is within the deadline set for the publication of the lists by the Company (i.e., by 7 April 2022), by means of the intermediary authorised to maintain the accounts sending to the Company the communication provided for in Article 43 of the Single Measure on Post-trading by Consob and the Bank of Italy of 13 August 2018 ("Rules governing central counterparties, central securities depositories and central depository services").

Failure to comply with the above provisions shall result in the list being considered as not having been submitted.

Methods of appointing the Board of Directors

Each person entitled to vote may only vote for one list. Each shareholder, shareholders who are parties to a shareholders' agreement relevant pursuant to Article 122 of the TUF and the holding company, subsidiaries and those subject to joint control pursuant to Article 93 of the TUF may not vote for different lists.

At the end of the vote: (i) all the Directors to be elected, except one, are taken from the list that obtained the highest number of votes and are elected in the order in which they are listed; (ii) the remaining Director is taken from the minority list that is not connected in any way, directly or indirectly, with those who submitted or voted for the list that obtained the second highest number of votes, and is the first candidate on that list. If the minority list referred to in point (ii) has not obtained a percentage of votes equal to at least half of the percentage required by the By-laws for the presentation of lists, all the directors to be elected shall be taken from the list with the highest number of votes referred to in point (i).

If two or more lists have received the same number of votes, a new vote shall be taken. In the event of further parity between the lists put to the vote, the list submitted by shareholders with the largest shareholding or, alternatively in the event of parity of ownership, by the largest number of shareholders, shall prevail and be considered as the list with the highest number of votes.

If only one list is submitted, the Shareholders' Meeting shall vote on it and, if it obtains the favourable vote of the majority required by law for the resolutions of the Shareholders' Meeting, all the members of the Board of Directors shall be taken from that list, subject to compliance with the provisions of the law and the By-laws regarding the balance between genders and the provisions of the law and the By-laws regarding the appointment of independent directors.

If, at the end of the vote, the minimum number of directors meeting the independence requirements provided for by the By-laws and the law is not appointed, the non-independent candidate elected last in numerical order from the list that received the highest number of votes is excluded and the next non-elected candidate in numerical order who meets the independence requirements taken from the same list as the excluded candidate is appointed to replace them, or, failing that, the first candidate meeting the independence requirements in numerical order not elected from the other lists, according to the number of votes obtained by each list. This replacement procedure takes place until the Board of Directors is made up of the minimum number of directors who meet the independence requirements established by the By-laws and the law. Finally, if this procedure does not ensure the result indicated

above, the replacement is made by a resolution passed by the Shareholders' Meeting by relative majority, after the submission of candidates who meet the independence requirements.

If, at the end of the vote, the composition of the Board of Directors is not ensured in accordance with the provisions of law and the By-laws with regard to gender balance, the candidate of the most represented gender elected last in numerical order on the list that received the highest number of votes is excluded and the first candidate of the less represented gender elected in numerical order drawn from the same list as the excluded candidate is appointed in its place, or, failing this, the first candidate of the less represented gender elected in numerical order drawn from the other lists, according to the number of votes obtained by each list. This replacement procedure takes place until such time as the composition of the Board of Directors complies with the provisions of the law and the By-laws with regard to gender balance. Finally, if this procedure does not ensure the result indicated above, the replacement is made by a resolution passed by the Shareholders' Meeting by relative majority, after the submission of candidates belonging to the less represented gender.

If no list is presented, or if the only list presented does not obtain the favourable vote of the majority required by law for the resolutions of the Shareholders' Meeting, or if the result of the list vote is that the number of directors elected is lower than that established by the Shareholders' Meeting, the Shareholders' Meeting resolves to appoint the missing directors with the majorities required by law, without observing the list voting procedure, without prejudice to compliance with the provisions of the law and the By-laws regarding gender balance and the appointment of independent directors.

Finally, it should be noted that the Board of Directors of the Company at its meeting of 10 March 2022, with the support of the Nomination Committee formed within it, defined, in accordance with Recommendation 23 of the Corporate Governance Code, applied even though your Company is a company with concentrated ownership according to the definition of the Corporate Governance Code itself, its orientation regarding the quantitative and qualitative composition of the Board of Directors itself considered optimal in view of the renewal of the administrative body (the "Guidelines"), which considers: (i) that the current numerical composition of the Board of Directors (9 members) can be increased, albeit to a limited extent, in the light of Sanlorenzo's increased size, with a consequent increase also in the current number (4) of independent directors; (ii) that the current qualitative composition of the Board of Directors is fully adequate, also with regard to the profiles of the gender, age and professional experience of the directors and (iii) that it is necessary for the shareholders to pay adequate attention to the need to comply with the gender criteria set out in Sanlorenzo's By-laws, which the Board of Directors deems appropriate to ensure a representation of the less represented

gender in compliance with the provisions of the law and of the Corporate Governance Code, and in any case adequate, in compliance with the priority objective of ensuring adequate expertise and professionalism of its members.

Pursuant to Recommendation 23 of the Corporate Governance Code, the Board of Directors invites those who submit a list containing a number of candidates for the office of director of Sanlorenzo of more than half the members to be elected to provide adequate information on the compliance of the list with these Guidelines, including as regards the diversity criteria set out in Sanlorenzo's By-laws, and to indicate, in compliance with the provisions of the Corporate Governance Code, their candidate for the office of Chairman of the Board of Directors, it being understood that pursuant to the By-laws the candidate will be elected by the Board of Directors.

Term of office and determination of the remuneration of the members of the Board of Directors

We would also remind you that the Ordinary Shareholders' Meeting will be called to determine the term of office of the new Board of Directors, which shall in any case not exceed three financial years, in accordance with Article 12 of the By-laws, and to determine the remuneration for the members of the Administrative Body. In this latter regard, it is recalled that in accordance with Article 16 of the By-laws, the Shareholders' Meeting may determine a total amount for the remuneration of all directors, including those holding special offices, and may grant directors the right to receive an indemnity at the end of their term of office, to be established by means of annual provisions and also, if necessary, by means of insurance policies or other similar instruments. The Board of Directors recommends that non-executive Directors' remuneration is consistent with the competences, professionalism and commitment required by the tasks assigned to them within the Board of Directors and in the Board's Committees and that the remuneration of non-executive directors is not linked to financial performance objectives and also that the shareholders' proposals are presented (where appropriate also pursuant to Article 126-bis of the TUF) so that they can be communicated to the public well in advance of the Shareholders' Meeting.

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La Spezia, 18 March 2022

For the Board of Directors

The Chairman, Mr. Massimo Perotti