Corporate Governance and Ownership Structure Report

pursuant to article 123 of the Consolidated Finance Act

(traditional administration and control model)

Issuer: Zignago Vetro S.p.A. Website: www.zignagovetro.com Financial Period of Report: year ended December 31, 2020 Date of approval of Report: March 12, 2021

Glossary	3
1.	Profile of the Issuer5
2.	Disclosures on shareholders (Article 123-bis, paragraph 1 of the CFA)8
3.	Compliance 14
4.	Board of Directors 14
4.1	Appointment and replacement (as per Article 123-bis, par. 1, letter l), CFA)14
4.2	Composition (as per Article 123-bis, paragraph 2, letter d), CFA) 18
4.3	Role of the Board of Directors (pursuant to Art. 123-bis, par. 2, letter d), CFA)20
4.4	Executive boards23
4.5	Other Executive Directors 32
4.6	Independent Directors32
4.7	Lead Independent Director 32
5.	Processing of corporate information33
6.	Internal committees to the board (as per Article 123-bis, par. 2, letter d) CFA)34
7.	Appointments and Remuneration Committee34
8.	Remuneration of Directors36
9.	Control and risks committee 36
10.	Internal control and risk management system 37
10.1	Director in charge of the internal control and risk management system41
10.2	Internal audit manager 42
10.3	Organisation Model pursuant to Legislative Decree 231/2001 43
10.4	Independent audit firm44
10.5	Executive officer for Financial Reporting 45
10.6	Coordination of the parties involved in the internal control and risk management system 45
11.	Related party transactions46
12.	Appointment of statutory auditors47
13.	Composition and operation of the board of statutory auditors (as per Article 123-bis,
	paragraph 2, letter d), CFA)49
14.	Subcommittees52
15.	Relations with shareholders53
16.	Shareholder meetings (as per Article 123-bis, paragraph 2, letter c), CFA)54
17.	Changes subsequent to year-end56
18.	Considerations on the letter of December 22, 2020 of the Chairman of the
	Corporate Governance Committee 56

Corporate governance and ownership structure report

GLOSSARY

Shareholders ' Meeting: the shareholders' meeting of the Issuer.

Italian Stock Exchange: Borsa Italiana S.p.A.

Code/Corporate Governance Code (formerly the Self-Governance Code): the Corporate Governance Code of listed companies approved in January 2020 (formerly Self-Governance Code of November 2011) by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria, available to the public on the Borsa Italiana website www.borsaitaliana.it.

Civil code: the civil code.

Board of Statutory Auditors: the Board of Statutory Auditors of the Issuer.

Control and Risks Committee: the committee for control and management of Issuer risks.

Appointments and Remuneration Committee: the committee for remuneration and appointments established within the Board of Directors.

The Related Party Transactions Committee: the committee for transactions with parties related to the Issuer.

Board or Board of Directors: the Board of Directors of the Issuer.

Issuer or Zignago Vetro or the Company: Zignago Vetro S.p.A.

Year: financial year 2020, to which the Report refers, therefore the year ending December 31, 2020.

Regulation Instructions: the Instructions to the Regulations for Markets organised and managed by Borsa Italiana S.p.A..

Supervisory Board: the Issuer Supervisory Board.

Stock Exchange Regulation: the Regulation for Markets organised and managed by Borsa Italiana S.p.A..

Issuers` Regulation: the Issuers' Regulation issued by Consob resolution No. 11971 of 1999 (as subsequently amended), concerning the governance of the issuer.

Market Regulations: the Market Regulations issued by Consob resolution No. 16191 of 2007 (as subsequently amended), concerning the governance of the markets.

Report: the corporate governance and ownership structure report which the company must prepare as per Art. 123-bis CFA.

Independent Auditors: the auditing company appointed to audit the Issuer's financial statements.

By-Laws: the By-Laws of the Company in force at the date of the Report.

CFA: Legislative Decree of February 24, 1998, No. 58 and subsequent amendments and additions.

1. PROFILE OF THE ISSUER

The present Report, (hereafter the "Report"), prepared in compliance with the obligations for listed companies on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A. (hereafter "Borsa Italiana"), illustrates the corporate governance system of Zignago Vetro S.p.A (hereafter "Zignago Vetro" or the "Company" or the "Issuer"), whose general guidelines are the subject of the present Section 1.

The corporate governance structure of Zignago Vetro is a traditional system comprising of a Board of Directors and a Board of Statutory Auditors; an audit is undertaken by an independent audit company in accordance with law. The Company, as far as possible in line with the recent regulations introduced and with the principles contained in the Corporate Governance Code, has adopted the following governance structure:

Shareholders' Meeting;
Board of Directors;
The Control and Risks Committee;
Appointments and Remuneration Committee;
The Related Parties Committee;
Lead Independent Director;
Board of Statutory Auditors;
Independent Auditors;
The Supervisory Board;
Executive Officer for Financial Reporting;
Internal Audit Manager;
Director in charge of the Internal Control and Risk Management System.

Shareholders' Meeting

The Shareholders' Meeting represents all of the shareholders and is called in accordance with the provisions of law and regulations for companies with listed shares to pass motions reserved for them by law or by the Company By-Laws.

Board of Directors

The central role in planning the strategy of the Company is attributed to the Board of Directors which, in accordance with article 15 of the By-Laws is composed of between 5 and 15 members. The Shareholders' Meeting decides the number of members on the Board of Directors, their appointments within the above-mentioned limits and the duration of office which cannot be more than 3 years. The offices held by the Directors appointed conclude on the date of the Shareholders' Meeting called for the approval of the financial statements of the final year of office and they may be re-elected.

The appointment of the Board of Directors must occur through the voting of slates, which allows the minority shareholders to elect at least one Director. The minimum shareholding required for the presentation of the slate of candidates is 2.5% of the ordinary shares, or where otherwise established by Consob with regulations taking into consideration the capitalisation of the share float and of the share ownership of listed companies. Each slate must indicate at least one independent candidate in possession of the necessary legal requisites, or 2 in the case of a Board of Directors which is composed of more than 7 members.

The Board of Directors, in accordance with Article 17 of the By-Laws, on March 22, 2007, set up a Control and Risks Committee (previously called the Internal Control Committee) and on March 15, 2018 set up an Appointments and Remuneration Committee (previously called the Remuneration Committee). On November 26, 2010, the Board of Directors established the Related Party Transactions Committee. This has a significant role in the evaluation of transactions with related parties.

Control and Risks Committee

The Control and Risks Committee is composed of three Non-Executive Directors, with sufficient accounting, financial and risk management experience, of which two are independent and have the duty, among others, to identify and evaluate the business issues and risks and carry out the consultative and prepositional functions required by the Corporate Governance Code.

Appointments and Remuneration Committee

The Appointments and Remuneration Committee comprises three Non-Executive Directors possessing adequate knowledge and experience of finance and remuneration policies, of whom two are independent and are responsible for formulating proposals regarding the identification of the professionalism and competences of the Directors, particularly on the appointment of the Board, in order to streamline and improve the functioning of the Board. In addition, as regards the remuneration of the Executive Directors and Senior Executives, it oversees the correct application of the relative criteria, taking account also of the information provided by the Chief Executive Officers and draws up for the Board of Directors' general recommendations in this regard.

The Related Parties Transactions Committee

The Related Party Transactions Committee is composed of three Non-Executive Directors, two of whom are considered independent, in accordance with the Corporate Governance Code.

Lead Independent Director

As per Article 2 of the Corporate Governance Code, the Company has designated a Lead Independent Director. The other Non-Executive Directors, and in particular the Independent Directors, report to the lead Independent Director, for a better contribution to the activities and the functioning of the Board of Directors.

Board of Statutory Auditors

The Board of the Statutory Auditors verifies, among other issues (i) compliance with law and the By-Laws, (ii) respect of the principles of correct administration and in particular on the adequacy of the organisational structure of the Company, of the internal control system as well as the administration and accounting structure and its ability to correctly represent the operational events and (iii) the method for establishing corporate governance regulations which the company declares it is in observance of.

The functions in accordance with law are reserved to the Statutory Auditors. In accordance with article 20 of the By-Laws, the Board of Statutory Auditors consists of three Statutory Auditors and two alternate auditors, shareholders or non-shareholders. Each of the members of the Board of Statutory Auditors must possess the honourability and professionalism requisites and be independent in accordance with law.

The appointment of a Statutory Auditor and an Alternate Auditor, in accordance with the By-laws (Article 20), is reserved for the minority slate of Shareholders with a minimum holding of at least 2.5% of ordinary shares or an alternative amount established by Consob, taking account of the capitalisation and Shareholder structure of listed companies. The statutory auditor elected by the minority slate is elected the Chairman of the Board of Statutory Auditors.

Independent Audit Firm

The legally-required audit is carried out by an independent audit firm in accordance with applicable regulations, appointed by the Shareholders` Meeting on the reasoned proposal of the Board of Statutory Auditors. The Independent Auditors of Zignago Vetro carry out the audit of the subsidiary companies.

Supervisory Board

The Supervisory Board, appointed by the Board of Directors, has the responsibility to ensure the Organisational, Management and Control Model pursuant to Legislative Decree 231/2001 is adequate and efficient, effective and updated.

Executive officer for financial reporting

The Executive Officer for financial reporting, among other matters, has the responsibility to implement adequate administrative and accounting procedures for the preparation of the parent company accounts, the consolidated financial statements and all other financial documents, certifying, together with the appointed boards, the adequacy and application of these procedures and that the accounting information including interim reports correspond to the underlying accounting documents, records and accounting entries.

Internal Audit Manager.

The Internal Audit Manager is charged with, among other issues, establishing that the Internal Control and Risk Management System is functional and adequate, in addition to verifying the functionality and appropriateness of the Internal Control and Risk Management System.

Director Appointed to oversee the Internal Control and Risk Management System previously called the Executive responsible to oversee the Internal Control System).

The Director in charge of the Internal Control and Risk Management System ensures the correct functioning of the internal control system, and among other matters, proposes to the Board of Directors the appointment and revocation of the Internal Audit Manager position, identifying the principal company risks and implementing the guidelines outlined by the Board of Directors. He/she may also request the Internal Audit Manager to carry out verifications on the specific operating areas and on compliance with the internal rules and procedures and reports promptly to the Control and Risks Committee (or the Board of Directors) in relation to problem issues emerging in the course of their activities or which they have however become aware of in carrying out their duties.

Code of Ethics

The Company adopts an Ethics Code in order to clearly define the values that it recognises and shares, and which it believes are fundamental to the Company's business and corporate activities. The Code binds the corporate Boards, management, personnel, outside collaborators, commercial partners, suppliers and all those with relationships with the Company.

This Report and all related documents may be downloaded from the Company website at www. zignagovetro.com, "Investors" section.

2. DISCLOSURES ON SHAREHOLDERS (ARTICLE 123, PARAGRAPH 1 OF THE CONSOLIDATED FINANCE ACT)

The present Section 2 is also prepared in accordance with article 123-bis of the Finance Act. We report that: (a) the disclosures required by Article 123-bis paragraph 1, letter i) of the CFA are illustrated in the section of the Report concerning Directors' remuneration (section 9); (b) the disclosures required by Article 123-bis paragraph 1, letter l) of the CFA are illustrated in the section concerning the Board of Directors (section 4.1); (c) the disclosure required by the above provision and not reported upon in the present Section 2 are not applicable to the Company.

a) Shareholders (as per Article 123-bis, paragraph 1, letter a), CFA)

The share capital is Euro 8,800,000, entirely subscribed and paid in, and is composed of 88,000,000 ordinary shares having a nominal value of 0.10 Euro each.

As illustrated in the following table, at the Reporting date no special classes of share had been issued, such as shares without voting rights or limited voting rights, nor other financial instruments which attribute the right to undertake newly issued shares.

SHARE CAPITAL STRUCTURE
	No. of shares	% of share capital	Listed	Rights and obligations
Ordinary shares	88,000,000	100%	35% MTA market - STAR	-
Shares with multiple votes	-	-	-	-
Shares with limited voting rights	-	-	-	-
Shares without voting rights	-	-	-	-
Other	-	-	-	-

No financial instruments allocating the right to subscribe to newly issued shares, such as convertible bonds and/or warrants have been issued.

At the date of this Report an incentive plan called the "2019-2021 Stock Option Plan" is in place. This is reserved for, among others, the Company's Chairperson and/or Chief Executive Officer as part of the Company's Internal Executive Committee. This is illustrated in further detail in the annual report on remuneration policy and compensation paid which can be found in the "Investors" section of the Company's website: www.zignagovetro.com

b) Restriction on the transfer of shares (as per article 123-bis, paragraph 1, letter b), CFA)

At the date of the present Report, the shares of the Company are freely transferable by a deed between individuals or by succession following death and are subject to the rules for shares issued by listed companies in Italy.

c) Significant holdings (as per article 123-bis, paragraph 1, letter c), CFA)

At the date of the present Report, and based on the results of the Shareholders' Register and communications received in accordance with Article 120 of the Finance Act, the following parties hold at least 5% of the share capital, directly or indirectly:

Shareholder	Direct shareholder	Number of ordinary shares held	% of share capital	% of voting capital
Zignago Holding S.p.A.	Zignago Holding S.p.A.	57,200,000	65.0%	65.0%

d) Shares which confer special rights (as per article 123-bis, paragraph 1, letter d), CFA)

At the date of the present Report, all of the Company's shares are nominative, freely transferable and indivisible and each - except where indicated below - has a right to one vote at the ordinary and extraordinary Shareholders' Meeting of the Company, as well as other equity and other administrative rights, in accordance with law and the applicable By-Laws.

On April 28, 2015, the Shareholders' Meeting of Zignago Vetro amended Article 7 of the Company's By-Laws in order to provide for shares with increased voting rights (loyalty shares), as established and governed by Article 20, first paragraph of Legislative Decree No. 91 of June 24, 2014, converted into Law No. 116 of August 11, 2014), whereby against enrolment of the shareholder in the register kept by the Company in relation to a certain number of shares, and following the conclusion of the maintenance of these shares for a period of 24 months, the shareholder has double voting rights for all such shares..

In the meeting of July 31, 2020, the Board of Directors approved the updated Regulation concerning shares with increased voting rights, which governs, among other matters, the manner of requesting enrolment in the special list established under Article 127-quinquies, paragraph 2 of the CFA. Further details are available on the Company website www.zignagovetro.it/Investors section/Increased Voting Rights.

At the Reporting date, there were 88,000,000 Zignago Vetro shares, corresponding therefore to 145,280,000 voting rights at Ordinary and Extraordinary Shareholders' Meetings of the Company.

In addition to that indicated above in relation to majority voting, the Company has also not issued shares with special rights, privileges or restrictions at the date of the present report and has not issued securities which confer special control rights.

e) Employee shareholdings: voting mechanism (as per Article 123-bis, paragraph 1, letter f), CFA)

At the date of the present Report, there are no shareholding agreements with employees in relation to the share capital of the company.

f) Voting restrictions (as per article 123-bis, paragraph 1, letter f), CFA)

At the date of the present report, there are no restrictions on voting rights.

g) Shareholder agreements (as per article 123-bis, paragraph 1, letter g), CFA)

At the date of the present Report, the share capital of Zignago Vetro is held 65% by Zignago Holding S.p.A. (hereafter "Zignago Holding"), with the current shareholders of Zignago Holding having signed a shareholder Agreement (the "Agreement").

The parties subject to the Agreement are the shareholders of Zignago Holding: GA.MA. S.r.l. ("GA.MA."), MARVIT S.r.l. ("MARVIT"), LIBRA S.r.l. ("LIBRA"), LUMAR S.r.l. ("LUMAR") and Koris Italia S.r.l. ("Koris") (jointly the "Zignago Holding shareholders"), in addition to Gaetano Marzotto, Stefano Marzotto, Nicolò Marzotto and Luca Marzotto (hereafter, together with the shareholders of Zignago Holding, the "Parties").

The financial instruments of Zignago Holding held by shareholders of Zignago Holding are as follows:

Shareholder	Quota
	Zignago Holding
GA.MA (1)	19.484%
MARVIT (2)	23.512%
LUMAR (3)	24.569%
LIBRA (4)	23.765%
Koris (5)	8.670%
TOTAL	100.00%

(1) The share capital of GA.MA. S.r.l. of Euro 10,383.36 is 49% held by Gaetano Marzotto and for the remaining 51%, jointly and in equal co-ownership, by Lavinia Marzotto, Matilde Marzotto and Giacomo Marzotto.

(2) The share capital of MARVIT S.r.l. of Euro 98,641.92 is held 25% by Stefano Marzotto and for the remaining 75% by Vittorio Emanuele Marzotto, Alessandro Marzotto and Sebastiano Marzotto, jointly and in equal shares.

(3) The share capital of LUMAR S.r.l. of Euro 10,400.00 is held for a nominal amount of Euro 10,296.00 by Luca Marzotto and for a nominal amount of Euro 104.00 by Nicolò Marzotto.

(4) The share capital of LIBRA S.r.l. of Euro 11,000.00 is held for a nominal amount of Euro 10,890.00 by Nicolò Marzotto and for a nominal amount of Euro 110.00 by Luca Marzotto.

(5) The share capital of Koris Italia S.r.l. of Euro 93,600.00 is held for a nominal Euro 31,200.00 by Cristina Marzotto, for a nominal Euro 31,200.00 by Margherita Marzotto and for a nominal Euro 31,200.00 by Maria Rosaria Marzotto.

The Agreement, originally signed on July 11, 2006 and subsequently amended on December 19, 2008 and renewed tacitly on July 11, 2009, July 11, 2012 and latterly renewed on July 11, 2015, was undertaken between, among others, FIMIZ S.r.l. ("FIMIZ") and the shareholders of FIMIZ and concerned, among other issues, the conduct rules and regulations which govern the transactions between the shareholders of FIMIZ, as well as the Corporate Governance regulations of FIMIZ, and through this company of Zignago Holding (whose share capital, at the date of first signing, was entirely held by FIMIZ).

On December 17, 2009, the reverse merger deed (the "Merger"), under which FIMIZ was incorporated into Zignago Holding, with effectiveness from December 31, 2009, whose share capital before the Merger was entirely held by FIMIZ (and which post Merger was held by the former shareholders of FIMIZ based on the shareholdings indicated in the table above).

Therefore on December 21, 2009, the shareholders of FIMIZ signed a private contract establishing that the shareholder agreements contained in the Agreement relating to the corporate governance of FIMIZ must concur with the corporate governance of Zignago Holding (due to the discontinuation of FIMIZ as a result of the Merger), for the entire duration of the Agreement. Except for that relating to the Merger, the Agreement remains in force and fully effective without amendment of any of the conditions contained therein.

The Agreement became effective on July 11, 2006 with an original duration of three years. Upon expiry, the Agreement renews automatically for three years with the exception of the case in which one of the Parties revokes the renewal through sending a written communication to the other Parties at least six months before the expiry of the relative term. On first expiry on July 11, 2009, the agreement was tacitly renewed for a period of three years; this period was then tacitly extended on July 11, 2012 for a further period of three years, on July 11, 2015 for a further 3 years and latterly on July 11, 2018 for a further 3 years.

h) Change of control clause (as per article 123-bis, paragraph 1, letter h), CFA)

The Company or its subsidiaries have not stipulated significant agreements that are effective or would be modified or discharged in the case of a change in control of the Issuer.

i) Power to increase the share capital and authorisation to purchase treasury shares (as per Article 123-bis, paragraph 1, letter a), CFA)

The Company By-Laws do not permit the Board of Directors to increase the share capital in accordance with Article 2443 of the civil code.

The Ordinary Shareholders' Meeting of April 28, 2020 authorised, following revocation of the motion passed by the Meeting of May 2, 2019 for the part not executed, the Board of Directors of the Issuer, and on its behalf the Chairman including proxies nominated by him, pursuant to Article 2357 of the Civil Code, to acquire treasury shares of the Company, for the amount, price and terms and conditions as illustrated below:

the purchases may be made on one or more occasions, within 18 months from the date of the shareholders' meeting resolution and within the limits of the available reserves and distributable profits from the last approved financial statements and will be accounted in accordance with the provisions of law and applicable accounting principles;
the purchase price of each share may not be 20% above or below the share price recorded on the Stock Exchange in the trading day prior to each operation;
the maximum number of shares purchased cannot have a nominal value, including any shares held by Subsidiary companies, exceeding one-tenth of the share capital;
the purchase of shares must be made in compliance with the current regulations for listed companies and thus in accordance with article 144-bis of Issuers' Regulation, Article 132 of the CFA and the Stock Exchange Regulations and any other regulation applicable including those of the EU Directive 2003/6 of January 28, 2003 and relative European Union and National legislation and EU Regulation No. 2273/2003 of December 22, 2003,

The same Shareholders' Meeting of Zignago Vetro, in ordinary session, also decided, among other matters, to:

a) authorise the Board of Directors, in accordance with article 2357-ter, first paragraph of the Civil Code, to utilise all or part, without time limits, of the shares acquired also before exhausting the purchases; the shares may be transferred in one or more tranches, including through a public offer and/or to the shareholders, on regulated markets and/or nonregulated markets, or outside of the stock exchange, also through a public offer and/or an offer to shareholders, on regulated and/or unregulated markets, or outside the stock exchange, on regulated and/or unregulated markets, institutional placement, placement of warrants, or as payment for acquisition or of public exchange offer, at a price not higher than 20% above the share price recorded on the trading day preceding each operation; however these price limits will not be applied where the sale of the shares is to employees, including management, Executive Directors, and consultants of Zignago Vetro and its subsidiaries in relation to Incentive Stock Option plans;
b) authorise the Board of Directors, in accordance with article 2357-ter, third paragraph of the Civil Code, to carry out all accounting registrations considered necessary or appropriate, in relation to the treasury shares operations, in accordance with that required by law and the applicable accounting principles; in addition to
c) confer to the Board of Directors, and on its behalf to the Chairman, all powers necessary to undertake the purchases and in any case to implement the above motions, including through attorneys where necessarily appointed, complying with any requests by the relevant authorities.

In accordance with Article 144-bis of the Issuers' regulation, the Company, on April 28, 2020, communicated to the public the details of its buy-back programme.

At December 31, 2020, the Company held in portfolio 308,975 ordinary shares for a total investment of Euro 1.09 million.

The Board of Directors, in the meeting of March 12, 2021, decided to propose to the Shareholders' Meeting the renewal of the authorisation to purchase and utilise the treasury shares at the same terms and conditions as that decided by the previous Shareholders' Meeting.

l) Direction and coordination activities (as per Article 2497 of the Civil Code)

Zignago Vetro is not subject to direction or control by Zignago Holding and operates autonomously and with entrepreneurial independence of its holding company Zignago Holding. Zignago Vetro avails of some services supplied by Zignago Holding and of its subsidiary companies, at market conditions and for reasons of technical, economic and commercial benefit.

The information required by Article 123-bis, first paragraph, letter i) of the CFA (indemnities of Directors in the case of dismissal and termination of employment following a public purchase offer) are set out in the section of the report concerning Director's remuneration.

The information required by article 123-bis, first paragraph, letter l) of the CFA (appointment and replacement of Directors and amendments to the by-laws) is illustrated in the section of the Report dedicated to the Board of Directors.

3. COMPLIANCE

The Company adopts the Corporate Governance Code in substantial compliance with the applicable regulations.

In the interest of completeness, however, it should be noted that the incentive plan called the "2019- 2021 Stock Option Plan" which is reserved for, among others, the Company's Chairperson and/or Chief Executive Officer (as part of the Company's Internal Executive Committee), as approved by the Shareholders' Meeting, does not follow the recommendation of the Corporate Governance Code set out in Criterion 6.C.2, letter c, taking account also of the long-term relationship between the company and the top management beneficiary of the plan. For further information see section 1 of the annual report on remuneration policy and compensation paid.

The sections below disclose procedures implemented by the Company or the amendments which the Company is currently implementing in relation to the Organisational Model outlined in the Corporate Governance Code, accessible on the website www.borsaitaliana.it or the reasons for which the Company has adopted differing solutions.

The present Report and all related documents may be downloaded from the internet site of the Company at www.zignagovetro.com, "Investors" section.

The Issuer and its strategic subsidiaries are not subject to laws in force outside Italy which affect the corporate governance structures of the Issuer.

4. BOARD OF DIRECTORS

4.1. APPOINTMENT AND REPLACEMENT (as per Article 123-bis, paragraph 1, letter l), CFA)

The Board of Directors, in accordance with Article 15 of the By-Laws is composed of between 5 and 15 members, including the Chairman, with the number of members of the under-represented gender matching at least the regulatory required minimum in force.

The Shareholders' Meeting decides the number of members on the Board of Directors, their appointments within the above-mentioned limits and the duration of office, which may not extend beyond 3 years. The offices held by the Directors appointed conclude on the date of the Shareholders' Meeting called for the approval of the financial statements of the final year of office and they may be re-elected. The Shareholders' Meeting can change the number of Directors during the course of its mandate, within the limits set out above and in the manner that is described as follows; the mandate of these Directors ceases with that of the other Directors previously appointed.

Article 15 of the By-Laws of the Issuer, in relation to the appointment and replacement of the Board, and/or its members, establishes that the election of members takes place on the basis of slates of candidates in the manner outlined below, in order to ensure that minority shareholders may elect at least one Director and in compliance with the applicable regulations in relation to gender balance. Shareholders who represent at least 2.5% of the paid-in and subscribed share capital at the date of the presentation of the slate can present a slate of candidates with no more candidates than those to be elected, progressively numbered. This quota is in line with that established by Article 144 quater of the Issuer Regulations. The call notice will indicate the holding required to present slates.

Each shareholder may present or be a candidate on only one slate; in case of breach, they are excluded from all slates. Shareholders belonging to the same shareholder agreement as per Article 122 of the CFA and subsequent modifications and additions, the parent company, subsidiary companies and those subject to the common control, also in the case in which they act through nominees or trust companies, may present and vote on only one slate. The votes in breach of this are not attributed to any slate. Each candidate can be presented only on one slate at the risk of being declared ineligible.

Together with each slate, within the terms indicated above, the following must be filed (i) information relating to the identity of the shareholders presenting the slate and their shareholding; (ii) declarations that the individual candidates accept their candidature and attest to the inexistence of causes of ineligibility and of incompatibility and the existence of the requisites required by regulations in force for the assumption of office, including any possible declarations of independence required in accordance with the Corporate Governance Code and regulations in force, and (iii) the curriculum vitae of each candidate, with indication of offices held.

Each slate must contain and expressly indicate the candidature of at least one party, or two in the case of a Board of Directors composed of more than seven members, being independent in accordance with article 148, paragraph 3, of the Finance Act and with article 147-ter, paragraph 4, of the Finance Act (hereafter "Independent Directors ex article 147-ter").

Each slate presenting a number of candidates equal to or above three must present a number of candidates from the underrepresented gender which ensures, within the slate itself, compliance with the regulatory gender quota in force.

The candidates elected shall be those on the two slates that have obtained the higher number of votes, with the following criteria:

a) From the slate which obtained the highest number of votes (hereafter the "Majority Slate") all of the members of the Board of Directors are elected except one, as established by the Shareholders' Meeting; the candidates are elected, up to the number required from the slate;
b) From the slate which obtained the second highest number of votes and not connected in any way, even indirectly, with the shareholders who presented or voted on the majority slate (hereafter the "Minority Slate"), one Director is elected, who is the candidate indicated in the first position on the same slate; however, when from the Majority Slate one or two Independent Directors in accordance with article 147-ter cannot be elected, the first person on the Minority Slate, (or the first two, in the case of a Board of Directors composed of more than seven members) is elected as an Independent Director in accordance with article 147-ter indicated in the Minority Slate.

The candidate listed in first position on the Majority Slate is elected as Chairperson of Board of Directors.

When two slates obtain an equal amount of votes, a new vote is taken by the Shareholders' Meeting, considering only the leading two slates. The same rule will apply in the case of parity between the slates with the second highest number of votes.

If under the above procedure the composition of the Board of Directors does not permit compliance with the gender balance regulation, the quota of votes to be attributed to each candidate which would result in election on the various slates, divided by the number of votes, must be calculated.

Obtained from each slate for the ordering of each of the above stated candidates. The results thus attained are listed in decreasing order. The candidate of the over-represented gender with the lowest quota among the candidates which will be elected is replaced by the first unelected candidate, belonging to the under-represented gender indicated on the same slate of the replaced candidate, in compliance with the minimum number of Independent Directors. In the case in which candidates from other slates have obtained the same quota, the candidate of the slate with the highest number of Directors is replaced. If the replacement of the candidate of the over-represented gender with the lower number of votes on the slate does not allow the reaching of the minimum threshold established by the Gender Balance Regulation, the replacement operation indicated above is carried out also in relation to the candidate of the over-represented gender with the penultimate number of votes and thereafter proceeding, where necessary, to the candidate above. In all cases in which the abovestated procedure is not applicable, the replacement is carried out by the Shareholders' Meeting based on statutory majority.

Should only one slate be presented, the Shareholders' Meeting shall vote on it and should this slate obtain the statutory majority, the candidates listed in progressive order up to the number fixed by the Shareholders' Meeting shall be elected as Directors, and however in compliance with the applicable regulation concerning gender balance and the required number of Independent Directors. The candidate listed in the first position is elected as the Chairman of the Board of Directors. For the inclusion of the Directors to be elected, consideration is not taken of the slates which have not obtained at least half of the votes required by the By-Laws for the presentation of the slates.

In the case of no slates being presented, the Shareholders' Meeting appoints the Board of Directors by statutory majority.

The Independent Directors in accordance with article 147-ter of the CFA who, after their appointment, are no longer independent, immediately must communicate such to the Board of Directors and, in every case, relinquish office.

In the case of the termination of office, for any reason, of one or more Directors, the replacement is made in accordance with law, without the necessity to appoint a Director from the slate of the Director that resigned from the majority slate or from the minority slate, ensuring the presence on the Board of Directors of the required number of members considered independent in accordance with the applicable regulations, in addition to compliance with that established and in force in relation to gender balance, considering that if the majority of the members of the Board of Directors for any reason is not in place, the entire Board is considered lapsed, the Shareholders' Meeting must be called without delay by the remaining Directors in office to reincorporate the Board.

The Board of Directors, in consideration of the structure and the size of the Group, at present has not adopted succession plans for Executive Directors, considering the methods for replacement adopted appropriate to ensure continuity and certainty in operational management. However, in view of the recommendations for 2021 by the Corporate Governance Committee of Borsa Italiana, the relevant Committee for the matter within the Board, as well as the Board of Directors, will carefully consider such plans in order to assess the degree of effective adherence of the Company to the Code, and consequently the existence of any gaps in the application of the recommendations or in the explanations provided and therefore to identify possible areas for improvement in its governance.

The table attached to the present Report sub 1 indicates the Independent Directors in accordance with article 147-ter of the CFA and those also considered independent in accordance with Article 3 of the Corporate Governance Code.

4.2. COMPOSITION (as per article 123-bis, paragraph 2, letter h), CFA)

Article 15 of the By-Laws establishes that the Company is governed by a Board of Directors composed of a minimum of 5 and a maximum of 15 members, including the Chairman, with members of the under-represented gender holding at least the minimum number required by applicable law and regulations. At least one of the members of the Board of Directors, or two if the Board of Directors comprises of more than seven members, must be considered independent in accordance with Article 148, paragraph 3 of the CFA.

The Shareholders' Meeting of April 28, 2020 appointed the Board of Directors, establishing the number of members at 13, who will remain in office until the approval of the financial statements at December 31, 2021. Of the aforementioned Directors, 12 were elected from the list submitted by the majority shareholder Zignago Holding S.p.A. and 1 from the minority list filed by the following minority shareholders, holding a total of 2,487,900 ordinary shares equal to 2.827% of the share capital: Interfund Sicav - Interfund Equity Italy; Generali Investment Luxembourg S.A. Gestore Dei Fondi Gsmart Pir Evolux Italia E Gsmart Pir Valore Italia; Mediolanum Gestione Fondi Sgr Spa: Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia; Mediolanum International Funds Limited - Challenge Funds - Challenge Italian Equity; Fideuram Asset Management (Ireland) Fonditalia Equity Italy; Fideuram Investimenti Sgr SpA gestore dei fondi Fideuram Italia, Pir Piano Azioni Italia; Pir Piano Bilanciato Italia 50, Pir Piano Bilanciato Italia 30; Eurizon Capital Sgr S.P.A. gestore di fondi Eurizon Progetto Italia 20, Eurizon Pir Italia 30, Eurizon Progetto Italia 70, Eurizon Azioni Italia, Eurizon Pir Italia Azioni, Eurizon Azioni Pmi Italiae, Eurizon Progetto Italia 40; Eurizon Capital SA gestore dei fondi: Eurizon Fund - Equity Smal Mid Cap Italy, Eurizon Fund - Equity Italy, Eurizon Fund - Equity Italy Smart Volatility; Amundi S.G.R. S.p.a. gestore dei fondi Amundi Dividendo Italia, Amundi Valore Italia Pir, Amundi Accumulazione Italian Pir 2023; Anima S.G.R. S.p.A. gestore dei fondi Anima Geo Italia, Anima Italia, Anima Crescita Italia, Anima Iniziativa Italia, Arca Fondi Sgr S.p.A. gestore dei fondi Arca Economia Reale Equity Italia, Arca Economina Reale Bilanciato Italia 30.

The slate included the following candidates:

Paolo Giacobbo, born in Vicenza on April 21, 1949;
Gaetano Marzotto, born in Valdagno (VI) on December 21, 1952;
Stefano Marzotto, born in Valdagno (VI) on April 24, 1955;
Nicolò Marzotto, born in Rome on September 28, 1968;
Luca Marzotto, born in Rome on January 9, 1971;
Ferdinando Businaro, born in Padova on February 26, 1965;
Alessia Antonelli, born in Rome on May 22, 1971;
Roberto Cardini, born in Livorno, on November 11, 1955;
Giorgia Gallo, born in Turin on April 2, 1960;
Daniela Manzoni, born in Udine on February 8, 1969;
Franco Moscetti, born in Tarquinia on October 9, 1951;
Manuela Romei, born in Ancona on February 15, 1943;
Marzotto Margherita, Born in Trissino on November 16, 1953

The minority slate included the following candidates:

Ravera Barbara, born in Cuneo, on January 21, 1975;
Zaccari Angelo, born in Naples, on July 25, 1953.

From the majority slate, 12 Directors were elected by a majority vote of those present. In particular, the candidates were elected with 114,407,000 favourable votes, comprising 92.64% of votes cast, with 174,283 opposing shares, comprising 0.14% of votes cast.

From the minority slate, 1 candidate was elected with 8,913,622 favourable shares, comprising 7.22% of votes cast, and 174,283 opposing shares, comprising 0.14% of votes cast.

The share capital present with voting rights totaled 85.01% of the entire share capital.

The following Directors were therefore elected:

Paolo Giacobbo, born in Vicenza on April 21, 1949;
Gaetano Marzotto, born in Valdagno (VI) on December 21, 1952;
Stefano Marzotto, born in Valdagno (VI) on April 24, 1955;
Nicolò Marzotto, born in Rome on September 28, 1968;
Luca Marzotto, born in Rome on January 9, 1971;
Ferdinando Businaro, born in Padova on February 26, 1965;
Alessia Antonelli, born in Rome on May 22, 1971;
Roberto Cardini, born in Livorno, on November 11, 1955;
Giorgia Gallo, born in Turin on April 2, 1960;
Daniela Manzoni, born in Udine on February 8, 1969;
Franco Moscetti, born in Tarquinia on October 9, 1951;
Manuela Romei, born in Ancona on February 15, 1943;
Ravera Barbara, born in Cuneo, on January 21, 1975.

Of the 13 Directors appointed, 6 are independent. The Board evaluates annually the independence of the Directors, based on the information provided by the parties. The presence of six Independent Directors has the objective of achieving the greatest possible "best governance" through debate and dialogue between all of the Directors. The contribution of the Independent Directors in addition permits the Board of Directors to verify whether adequate independent opinion exists in cases of potential conflicts of interest of the Company with the controlling shareholder.

The composition of the Board of Directors and of the Committees is reported in Table 1 at Attachment 1, along with the number of meetings and attendances, while Attachment 2 contains the profile of each Director. The offices held by each Director at December 31, 2020 on Boards of Directors or Boards of Statutory Auditors of listed and non-listed companies are reported in Attachment 2.

The Board of Directors has not defined the general criteria relating to the maximum number of offices of administration and control in other companies that may be considered compatible with the proper carrying out of their duties as Directors of the Issuer as no circumstances have arisen which necessitates such a requirement.

In order to remain fully briefed on the sector in which the company operates, the Board periodically receives information and updates from the Issuer, on the principles of correct management of the risks and on sector regulations also through material prepared by the company. In the meetings of the Board of Directors the Directors have undertaken detailed discussions on significant matters, such as performances on the various markets in which the Company and Group operates, including through meetings with the participation of some senior management.

The composition of the Board of Directors of the Company has not changed since year-end.

It should be noted that the company has not yet adopted specific diversity policies on the composition of the administrative and management bodies. The company considers that the Board of Directors' current composition broadly reflects criteria aimed at meeting diversity requirements, both in terms of gender and age, but also as regards Directors' professionalism.

4.3. ROLE OF THE BOARD OF DIRECTORS (as per article 123-bis, paragraph 2, letter d), CFA)

Article 16 of the By-Laws provides that the Board of Directors is convened in the place indicated on the convocation notice, even if a place differing from the registered office, but in Italy or in another European Union country, whenever the Chairman or the Vice-Chairman if nominated, or the Chief Executive Officer if nominated, considers it necessary or when it is requested in written form by at least three of its members. The Board of Directors can be convened by the Board of Statutory Auditors, also individually, in accordance with article 151 of the Finance Act.

In accordance with the same article, the convocation of the meetings can be through telegram, telefax, or electronic message sent to each member of the Board of Directors and each member of the Board of Statutory Auditors at least three calendar days before the meeting. In cases of urgency, the By-Laws establish that the convening can be carried out, in the same manner, with notice of at least one day. In any case, also if the above-stated formalities are not observed, the Board of Directors is considered validly constituted when all of the Directors and all of the Statutory Auditor.

The third paragraph of the same article provides moreover for the possibility that the meetings of the Board of Directors are held by teleconference or video-conference and is permitted on condition that all of the participants can be identified and that they can follow the discussions and intervene in real time in relation to the subject matters under discussion.

A meeting of the Board of Directors shall be validly constituted when the majority of its members in office are present. Resolutions shall be adopted by a majority of Directors present; in case of a tie, the vote of the person chairing the meeting shall be decisive.

The meetings are chaired by the Chairperson or, in his/her absence or impediment, by the Chief Executive Officer or, in his/her absence or impediment, by the Vice/Chairperson, if appointed. In the case of absence or impediment also of the Vice/Chairperson, the meetings are chaired by the most senior Director or by seniority established by age.

The minutes of the Board meetings are prepared by the secretary of the Board of Directors and signed by the Chairman of the meeting and by the secretary.

The Board of Directors must be convened at least four times during the year on the occasion of the preparation of the accounting results for the period. In 2020, the Board of Directors held 7 meetings with an average duration of one hour and fifty-five minutes.

Five meetings are scheduled for the current year.

In relation to the board meetings, the Chairman organises the duties of the Board of Directors. For this reason, the Board of Directors and Board of Statutory Auditors, in a timely and adequate manner, are provided the documentation and the information necessary to ensure a correct and full evaluation of the facts to be examined by the Board, to enable them to express with full disclosure and knowledge, opinions on the matters provided for their examination upon which decisions are made and ensures that the matters on the Agenda are allocated the time necessary for a constructive debate. For these reasons, the necessary information, as well as that relating to the principal regulatory and legislative developments and updates regarding the Company and the corporate boards, are issued to the Directors at least three days before the meeting, except in the case where other requirements limit the information provided (in particular urgent cases and for reasons of extreme confidentiality). During the year, information was provided in relation to all of the significant matters on the Agendas of the board meetings.

It is underlined that the Chief Executive Officer, in accordance with the consolidated practices of the Company, report extensively to the Board of Directors on the principal operations having a significant economic, equity and financial impact.

Parties other than board members may attend Board of Director meetings if invited. In particular, management of the Issuer and of the Group participate, whose presence assists greater understanding of the matters on the Agenda. A number of Executives of the Issuer and of Zignago Holding attended the meetings held in 2020.

In relation to the role of the Board of Directors, the powers of the Board of Directors, in accordance with Article 17 of the By-Laws and with the Corporate Governance Code, relate to the ordinary and extraordinary management of the Company, extending to all acts which the Board considers necessary to achieve corporate objectives, excluding only that which is reserved by law to the Shareholders' Meeting.

The matters at point 1.C.1 of the Corporate Governance Code, not having been delegated to the CEO, are reserved for consideration by the Board of Directors. In particular, in accordance with the Corporate Governance Code, the examination and approval of the strategic, industrial and financial

plans of the Issuer and of the Group, the nature and levels of risk compatible with the strategic objectives of the Group, the Corporate Governance System of the Issuer, the adequacy of the organisational structure of the Company and of the structure of the Group which the Issuer heads, are reserved to the Board of Directors.

In accordance with Article 17, the Board of Directors is attributed the powers to: (i) deliberate on mergers in accordance with Articles 2505 and 2505-bis of the Civil Code; (ii) the establishment and closing of secondary offices; (iii) the reduction of share capital in the case of a decrease in the number of shareholders; (iv) the amendment of the by-laws in accordance with regulations; (v) attributing the right of representation of the Company to Directors; (vi) the appointment of Executive Officer for Financial Reporting ; (vii) the transfer of the registered office within the national territory.

Wherever reasons of urgency exist in relation to transactions with related parties not within the ambit of the shareholders' meetings or which must not be authorised by the meeting, the Board of Directors may approve these transactions with related parties, which may be carried out also through subsidiary companies, in place of the normal procedures established in the internal procedure for transactions with related parties adopted by the company, although in compliance with and under the terms and conditions established by the same procedure.

The following areas are also reserved for the exclusive competence of the Board of Directors: (i) the appointment and revocation of office of the Executive Officer for Financial Reporting; and (ii) the verification that the Executive Officer for Financial Reporting may avail of sufficient powers and means for the exercise of duties attributed by law, as well as full conformity with the administrative and accounting procedures.

The Board of Directors, after examining the proposals by the relevant committee and the Board of Statutory Auditors, set the remuneration of the Chief Executive Officer.

In addition, the Board of Directors assesses the adequacy of the organisational, administration and general accounting system of the Issuer and of the subsidiaries with strategic relevance, prepared by the Chief Executive Officers, with particular reference to the internal control and risk management system and the management of conflicts of interest. In relation to the management of conflict of interests, the CEO, at least quarterly reports to the Board of Directors on operations in which the Directors are found to be in a situation of potential conflict of interest.

In accordance with Article 1 and the relative Corporate Governance Code criteria, the Board of Directors approved the governance system of the Company, resulting in, in particular, the delegation of powers and functions, including the establishment of internal and related committees to the Board, in addition to the internal procedural regulations relating to transactions with related parties and in which a Director has an interest.

The Board of Directors monitors the general performance of operations, taking into account, in particular, the information received from the Executive Directors, as well as periodically comparing the results with the budgets.

During the year no operations having significant strategic, economic and equity importance for the Issuer or its subsidiaries were undertaken.

The Board of Directors, as part of the self-assessment, considered the size and composition of the Board as adequate, considering its number appropriate in view of the operational structure of the company and in addition considered the expertise and availability of the Non-Executive Directors and of the Independent Directors as adequate.

The Directors are subject to the curtailment under Article 2390 of the civil code, except in the case where they are exonerated by the Shareholders' Meeting. At the date of the present report, the Shareholders' Meeting has not authorised exceptions to the competition prohibition.

4.4. EXECUTIVE BODIES

In accordance with Article 18 of the By-Laws, the representation of the Company in relation to judicial or administrative authorities and with third parties, as well as the corporate signature, lies with the Chairperson of the Board of Directors as well as the Chief Executive Officer, and the Vice/Chairperson, and in a residual manner, to the Directors and the legal representatives to which the Board of Directors has delegated powers, within the limits of those delegations.

The Vice-Chairman Nicolò Marzotto exercises the function of Chairman in the case of the absence or impediment of this latter (appointed in the person of Paolo Giacobbo).

In accordance with Article 17 of this By-Law, the Board of Directors' can delegate part of its responsibilities and powers, with the right of sub-delegation, including signature powers, to one or more of its members, determining the responsibilities and remuneration. The office of Chairman and Chief Executive Officer may be unified. The Board of Directors may also (i) institute an Executive Committee composed of members chosen from the Board including the Chairman, (ii) incorporate committees, comprised of members of the Board, of a consultative and/or propositional nature, (iii) appoint General Managers, agents, attorneys and proxies in general for certain deeds or category of deeds chosen from among the employees of the Company or third parties.

As set out above, the By-Laws provide that the Board of Directors can establish committees, from members of the same Board, of a consultative and/or proposing nature, determining the number of members of these committees and the functions attributed to them, in accordance with regulations in force in relation to companies with shares listed on the regular markets.

The Board of Directors has set up a Control and Risks Committee, an Appointments and Remuneration Committee and a Related Party Transactions Committee.

The Board of Directors' meeting of October 23, 2020 conferred to the Chairman Mr. Paolo Giacobbo the following duties and responsibilities:

to call the meetings of the Board of Directors and ensure that the members are provided, within a reasonable period in advance of the meeting (except in the cases of necessity and urgency), the necessary documentation and information to discuss the matters submitted for examination and approval;
to coordinate the activities of the Board of Directors and direct the meetings of the board;
to express to the Board of Directors his opinion in relation to the objectives, policies and strategic organisational decisions (key roles and positions) of the Companies of the Group;
within the strategies approved, to implement and supervise the introduction of new development initiatives of the Group, utilising for these purposes the organisational structures of the Company and external organisations within an approved budget;
to represent the Company, where this power has not been conferred by the Board of Directors, at the Industry Confederation, with the Industrial Unions and the Chambers of Commerce and with local interest groups and organisations, participating at meetings and with the power to sign agreements;
to oversee the implementation of the resolutions approved by the Board of Directors;
to co-ordinate the financial communication activities of the Company;

The Chairman Paolo Giacobbo was independently allocated the following powers:

purchase, sell or exchange, utilising the annual budget, by individual investment, approved by the Board of Directors, machinery and other mobile vehicles in general, purchase and sell vehicles establishing the conditions and the prices;
purchase, sell or exchange, for investments not within the annual budget approved by the Board of Directors, machinery and other mobile vehicles in general, purchase and sell vehicles establishing the conditions and the prices for values not exceeding Euro 1.5 million for each investment project, and with subsequent disclosure to the Board of Directors;
- sign agreements and orders for the supply of energy and other utilities, and agreeing upon prices and purchasing terms and conditions;
implement, within the scope and limits of the approved annual budget, all the company's real estate interventions by entering into and concluding the necessary contracts;
implement all the company's real estate interventions by entering into and concluding all the necessary contracts, even if not expressly provided for in the annual budget approved by the Board of Directors. However, each investment project will not exceed values of Euro 5 million and with subsequent disclosure to the Board of Directors;
acquire, sale or exchange shares, holdings, bonds as well as holdings in Consortiums in companies and/or non-commercial entities, with exclusion of holdings in subsidiary or associated companies, comprising fixed assets, for amounts not above Euro 500 thousand;
to issue letters of patronage or other forms of guarantee in favour of its subsidiaries and/or associate companies, within the limits of a maximum of Euro 5 million;
sign sureties or other forms of guarantee in favour of third parties, for amounts not exceeding Euro 1 million;
represent, with power to sub-delegate, the Company at the Shareholders' Meetings of the

subsidiary Vetri Speciali S.p.A., including the exercise of all relative rights, powers or faculties of the Company, informing the Board of Directors of such at the first possible meeting;

deposit and withdraw amounts from banks, credit issuing institutions, also through third party cheques for liquidity and related needs and utilisation of credit lines granted to the Company, acquire or sell currencies relating to significant import or export operations, with total value not above Euro 2,500,000 thousand for each operation or a set of similar operations;
sign and transfer amounts, receipts and transfers to banks for deposit in current accounts of the Company;
disburse cash advances and short-term loans, including non-interest bearing loans, directly or indirectly to associate companies and subsidiaries, with the right to revoke them, for individual operations not above Euro 1 million;
sign loan agreements, including non-interest bearing loans, directly or indirectly with associate and subsidiary companies, for an individual principal amount not exceeding Euro 1 million;
confer and revoke by single act or category including those above, procure from third parties also from non-employees of the company.

The Chairman of the Board of Directors, Mr. Paolo Giacobbo, is also vested with the following powers, under joint signature:

purchase, sell or exchange shares, quotas, bonds and financial instruments in general, not comprising fixed assets, with joint signature of the Chief Executive Officer Mr. Roberto Cardini or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;
purchase, sell or exchange shares, quotas, bonds as well as holdings in Consortium companies and/or non-commercial Entities, with the exclusion of shareholdings in subsidiary and associated companies, including fixed assets, in the case in which prior approval is given by the Corporate Boards, for values above Euro 500 thousand, with joint signature with the Chief Executive Officer Mr. Roberto Cardini or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;
constitute easement rights in favour of third parties with the joint signature of the Chief Executive Officer Mr. Roberto Cardini or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;
deposit and withdraw amounts from banks, credit issuing institutions, also through third party cheques for liquidity and related needs and utilisation of credit lines granted to the Company, acquire or sell currencies relating to significant import or export operations, with total value above Euro 2,500,000 thousand for each operation or a set of similar operations, with joint signature of the Chief Executive Officer Mr. Roberto Cardini or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;
request from banking institutes and sign current accounts and loans of any type, also bills for any amount, with joint signature of the Chief Executive Officer Mr. Roberto Cardini or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;
grant cash advances and short-term loans, including non-interest-bearing loans, with the right of revocation, to associated companies and subsidiaries, directly or indirectly, for operations not above Euro 1 million, with the Chief Executive Officer Mr. Roberto Cardini or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;
sign loan agreements, including non-interest bearing loans, with associated companies and subsidiaries, directly or indirectly, for individual capital line not above Euro 1 million, with the Chief Executive Officer Mr. Roberto Cardini or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;

The same Board of Directors' meeting of October 23, 2020 conferred to Mr. Paolo Giacobbo, as Chief Executive Officer, the following duties and responsibilities:

to report to the Board of Directors on the management, operations and development of the Company and of the Group. Specifically, he is responsible for the results based on the objectives, strategies and policies approved;
to ensure the timely and valid drawing up, for the purposes of the decisions of the Board of Directors, of strategic objectives (of portfolio, business etc.) and policies (human resources, financial resources etc.) for the management, operations and development of the Group;

The Chief Executive Officer Mr. Roberto Cardini was independently allocated the following powers:

purchase, sell or exchange, utilising the annual budget, by individual investment, approved by the Board of Directors, machinery and other mobile vehicles in general, purchase and sell vehicles establishing the conditions and the prices;
purchase, sell or exchange, for investments not within the annual budget approved by the Board of Directors, machinery and other mobile vehicles in general, purchase and sell vehicles establishing the conditions and the prices for values not exceeding Euro 1.5 million for each investment project, and with subsequent disclosure to the Board of Directors;
purchase of raw materials, services and stock, agreeing prices and purchase conditions and within the annual budget approved;
sign agreements and orders for the supply of energy and other utilities, and agreeing upon prices and purchasing terms and conditions;
implement, within the scope and limits of the approved annual budget, all the company's real estate interventions by entering into and concluding the necessary contracts;
implement all the company's real estate interventions by entering into and concluding all the necessary contracts, even if not expressly provided for in the annual budget approved by the Board of Directors. However, each investment project will not exceed values of Euro 5 million and with subsequent disclosure to the Board of Directors;
sell company products, establishing the prices and sales conditions;
acquire, sale or exchange shares, holdings, bonds as well as holdings in Consortiums in companies and/or non-commercial entities, with exclusion of holdings in subsidiary or associated companies, comprising fixed assets, for amounts not above Euro 500 thousand;
cancel judicial and/or voluntary mortgages registered or to be registered in favour of the

Company, against creditor positions of the same Company;

to issue letters of patronage or other forms of guarantee in favour of its subsidiaries and/or associate companies, within the limits of a maximum of Euro 5 million;
sign sureties or other forms of guarantee in favour of third parties, for amounts not exceeding Euro 1 million;
represent, with power to sub-delegate, the Company at the Shareholders' Meetings of the subsidiary Vetreco Srl, including the exercise of all relative rights, powers or faculties of the Company, informing the Board of Directors of such at the first possible meeting;
represent, with power to sub-delegate, the Company at the Shareholders' Meetings of the subsidiary Vetro Revet Srl, including the exercise of all relative rights, powers or faculties of the Company, informing the Board of Directors of such at the first possible meeting;
represent, with power to sub-delegate, the Company at the Shareholders' Meetings of the subsidiary Julia Vitrum S.p.A., including the exercise of all relative rights, powers or faculties of the Company, informing the Board of Directors of such at the first possible meeting;
represent, with power to sub-delegate, the Company in the Shareholders' Meetings of companies in which a holding exists, with power to exercise all the Company's rights and faculties, with prior approval of the Board of Directors;
represent the Company at civil authorities or entities, administrative or legal of any level, as well as at the Revenue Office and every other Tax Office and in front of the Tax and Administrative Commissions of any type or level, presenting petitions, records, proceedings, declarations; propose and accept transactions (however within a limit of Euro 500 thousand per individual transaction), initiate proceedings, convened or appealed, proposing all of the deeds deemed necessary and represent the Company at creditor meetings, make proposals or approve debts in bankruptcies, approve agreements and request relative amounts, settle any amount or claim (although within a limit of Euro 500 thousand for individual transaction or claim), compromising arbitration (although within the limit of Euro 500 thousand for individual arbitration), also friendly, also in a non-appealable manner, administer the execution of rulings, defer, refer, accept legal decisions, petition seizures or sequestrations or other acts from debtors or third parties and the revocation, appointment of attorneys, lawyers and experts, and revoking, substituting and electing such persons;
to represent the Company at the Regional Tax Offices and the central and local offices of the Cassa Depositi e Prestiti;
sign ordinary correspondence;
sign with all appropriate clauses, including arbitration clauses, amend or settle contracts for the rental, transport, tender, granting of a loan, administration, or operation and concerning the presentation of services in general, mediation, commission, sending, agency and concession of sale and filing with the State administration, with public and private entities and in particular with the Railway Administration;
undertake the necessary deeds for trade patents such as, for example purposes, the corrections, amendments, extension of confidentiality, divisions, proposed or resisted by opposing administrations, interferences, appeals and to complete any other necessary deed useful to seek, obtain or maintain trademarks, sign all necessary deeds for fulfilling that

conferred above, appoint trade patent agents in Italy and abroad, conferring their relative powers;

complete with the public administration, entities and public offices, all of the deeds and necessary operations to obtain concessions, licences and authorisations in general, signing, and settling as far as possible based on the applicable regulations, conventions, deeds and any other preliminary deeds of the above-mentioned provisions;
fulfil obligations, including those related to production and consumption taxes and revenue and monopoly duties;
sign all documentation relating to import and export operations;
receive from post, telegraph, custom, rail, transport and shipping companies, and in general any public office, or any company or factory, money orders, packages, letters, including registered, and insured with declarations of value, goods, money, etc., issuing acknowledgments for that received;
pay or receive sums, receivables, interests, dividends, cheques and payment mandates from whoever issues them in favour of the Company;
receive any types of grants from Ministries, Regions, Provinces and other national public bodies and European Union bodies;
authorise persons to use vehicles owned by the company in Italy and abroad and in any European State, in compliance also with applicable laws;
administrate the property of the Company signing and settling rental contracts;
sign and settle contracts concerning the rental of property, within the operational requirements of the Company;
deposit and withdraw amounts from banks, credit issuing institutions, also through third party cheques for liquidity and related needs and utilisation of credit lines granted to the Company, acquire or sell currencies relating to significant import or export operations, with total value not above Euro 2,500,000 thousand for each operation or a set of similar operations;
sign and transfer amounts, receipts and transfers to banks for deposit in current accounts of the Company;
disburse cash advances and short-term loans, including non-interest bearing loans, directly or indirectly to associate companies and subsidiaries, with the right to revoke them, for individual operations not above Euro 1 million;
sign loan agreements, including non-interest bearing loans, directly or indirectly with associate and subsidiary companies, for an individual principal amount not exceeding Euro 1 million;
disburse and accept bills of exchange, in Euro or in foreign currency to suppliers for payment of raw materials, machinery, inventories and auxiliary materials in general to satisfy company requirements;
make any types of deposits and withdrawals from post offices, banks, credit institutions, Regional Tax Offices, at the central and local offices of the Cassa Depositi e Prestiti, customs, transport and shipping companies etc.;
stipulate and resolve insurance contracts of any type, signing the relative policies with power also to settle and request, in the case of a claim, the relative indemnity, issuing acknowledgments to the competent authorities, settling any other indemnity due to third

parties for any type of claim;

agree, within the budget, outsourcing contracts;
agree, within the budget, temporary and fixed term contracts;
sign agreements with the trade union representatives and the workers' unions, as well as agreements with trade union management;
provide for the recruitment and dismissal of Executives, managers, employees and workers with indefinite or fixed-term contracts;
source staff and maintain relations with the district employment division;
ensure the constant and rigorous observance of the laws and, in general, of regulations relating to labour relations, the recruitment and dismissal of workers and to implement any requirements imposed on such matters by the responsible institutions;
ensure the constant and rigorous observance of the laws and, in general, of regulations on social insurance and compulsory social security for workers;
as a withholding agent, ensure the accuracy of all payments to which the company is liable for social security and tax purposes in respect of employees;
sign the company's correspondence concerning relations with staff, sales agents and with all social security, welfare and trade union organisations or, in any case, connected to staff issues;
represent the company with labour offices, trade unions, trade union representatives and any other trade bodies;
represent the company in conciliation and arbitration proceedings concerning employment relations or other relations referred to in Art. 409 of the Code of Civil Procedure, both before Conciliation and Arbitration Committees set up at the Provincial Labour Offices and in trade union offices or before colleges provided for by collective agreements or economic agreements, with the right to examine the related documents, to settle and reconcile, waive rights and accept the waiver in these cases, however, within the limits of Euro 250,000 (two hundred and fifty thousand) for each transaction or waiver;
limited to the judgments referred to in Art. 409 of the Code of Civil Procedure, to examine the case file pertaining to legal action by and against the company, to respond to informal or formal questioning, to give, administer and refer oaths of any kind and nature, to settle and reconcile disputes, to waive the right of action and ascertain the waiver (in any case, within the limits of Euro 250,000 (two hundred and fifty thousand) for each transaction or waiver), to assist in the procurement of evidence and the hearings of the case and represent the company before any Judicial Authority of the Italian Republic in any state and degree of judgment, to appoint attorneys-of-record, lawyers and experts, and to revoke them, replace them and elect domicile;
place and withdraw sums from banks, issuing and credit institutions, including by means of cheques to the order of third parties to be financed through cash and overdraft credit facilities granted to the companies to be used for staff commitments or for institutions and entities howsoever relating to the employment relationship;
confer and revoke by single act or category including those above, procure from third parties also from non-employees of the company.

The Chief Executive Officer Mr. Roberto Cardini also has the following powers, to be exercised with joint signature:

purchase, sell or exchange shares, quotas, bonds and financial instruments in general, not comprising fixed assets, with joint signature of the Chairman Paolo Giacobbo, or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;
purchase, sell or exchange shares, quotas, bonds as well as holdings in Consortium companies and/or non-commercial Entities, with the exclusion of shareholdings in subsidiary and associated companies, including fixed assets, in the case in which prior approval is given by the Corporate Boards, for values above Euro 500 thousand, with joint signature of the Chairman Mr. Paolo Giacobbo, or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;
represent the Company at civil authorities or entities, administrative or legal of any level, as well as at the Revenue Office and every other Tax Office and in front of the Tax and Administrative Commissions of any type or level, presenting petitions, records, proceedings, declarations; propose and accept transactions, for amounts above Euro 500 thousand, per individual transaction, with joint signature of the Chief Financial Officer Mr. Roberto Celot or the legal representative Mr. Alberto Faggion, initiate proceedings, convened or appealed, proposing all of the deeds deemed necessary and represent the Company at creditor meetings, make proposals or approve debts in bankruptcies, approve agreements and request relative amounts, settle any amount or claim, for amounts above Euro 500 thousand, per individual transaction or case, with joint signature of the Chief Financial Officer Mr. Roberto Celot or the legal representative Mr. Alberto Faggion, compromising arbitration, for amounts above Euro 500 thousand, per individual transaction, with joint signature of the Chief Financial Officer Mr. Roberto Celot or the legal representative Mr. Alberto Faggion, also friendly, also in a non-appealable manner, administer the execution of rulings, defer, refer, accept legal decisions, petition seizures or sequestrations or other acts from debtors or third parties and the revocation, appointment of attorneys, lawyers and experts, and revoking, substituting and electing domicile relating to the operations above with joint signature of the Chief Financial Officer Mr. Roberto Celot or the legal representative Mr. Alberto Faggion;
constitute easement rights in favour of third parties with the joint signature of the Chairman Mr. Paolo Giacobbo with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;
deposit and withdraw amounts from banks, credit issuing institutions, also through third party cheques for liquidity and related needs and utilisation of credit lines granted to the Company, acquire or sell currencies relating to significant import or export operations, with total value above Euro 2,500,000 for each operation or a set of similar operations, with joint signature of the Chairman Mr. Paolo Giacobbo, or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;
request from banking institutes and sign current accounts and loans of any type, also bills for any amount, with joint signature of the Chairman Mr. Paolo Giacobbo, or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;
grant cash advances and short-term loans, including non-interest-bearing loans, with the right

of revocation, to associated companies and subsidiaries, directly or indirectly, for operations not above Euro 1 million, with the Chairman Paolo Giacobbo, or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;

sign loan agreements, including non-interest bearing loans, with associated companies and subsidiaries, directly or indirectly, for individual capital lines not above Euro 1 million, with the Chairman Mr. Paolo Giacobbo, or with the Legal Representative Mr. Alberto Faggion, or with the Chief Financial Officer Mr. Roberto Celot;

The Chairman Mr. Paolo Giacobbo and the Chief Executive Officer Mr. Roberto Cardini may, in exercising the above stated powers, utilise qualified partners, whom however he must oversee.

Considering the powers delegated by the Board of Directors, the Chief Executive Officer, Mr. Roberto Cardini, qualifies as the person in charge of Company operations. Mr. Paolo Giacobbo is not subjected to any interlocking situations.

The Board has also delegated to the Chief Executive Officer the functions of:

manage, address and organise security aspects and workplace health, in all of the productive units and in the other work areas of the Company, and to attribute him the position of employer in accordance with Legislative Decree 81/2008 and subsequent amendments and additions, with mandate to put in place every act and function necessary to comply with applicable regulations;
manage, address and organise all aspects in relation to environmental protection, with mandate to carry out every necessary act for the compliance with applicable regulations;
manage, address and organise all aspects in relation to the protection of personal data held by the Company, with mandate to carry out every necessary act for the compliance with applicable regulations.

Information provided to the Board of Directors and Board of Statutory Auditors

The Chief Executive Officer reports to the Board of Directors on the activities performed in the exercise of the powers delegated to him/her at least once per quarter.

The Directors report to the Board of Statutory Auditors in a timely manner, and at least quarterly at the meetings of the Board of Directors, or also through written communication to the Chairman of the Board of Statutory Auditors on the activities carried out and on the most significant economic, financial and balance sheet operations carried out by the Company and by the subsidiary companies, in order to enable the Board of Statutory Auditors to evaluate if the operations decided upon and implemented conform with law and the By-Laws and are not broadly imprudent or in conflict with the motions undertaken by the Shareholders' Meeting or such as to compromise the value of the company. In particular, the Directors report on operations in which they have an interest, either on their own behalf or on behalf of third parties, or that are affected by any individual who directs and coordinates the operation.

At the date of the present Report, the Company has not set up an Executive Committee.

4.5. OTHER EXECUTIVE DIRECTORS

On April 28, 2020, the Board of Directors conferred to Mr. Stefano Marzotto the power to represent, with faculty to sub-delegate, the Company at the Shareholders' Meetings of the subsidiary Vetri Speciali S.p.A., including all related powers exercised by the Company, with prior approval of the Board of Directors.

4.6. INDEPENDENT DIRECTORS

During its meeting of March 13, 2020, the Board of Directors considered, based on the available information and taking account of the parameters established by the Corporate Governance Code and the Stock Exchange Instruction Regulation, the Directors Alessia Antonelli, Giorgina Gallo, Daniela Manzoni, Franco Moscetti, Barbara Ravera and Manuela Romei as independent. The number of Independent Directors in comparison with the total number of Board members is in line with that established by the CFA and the Stock Market Regulation Instructions (Article 1.A.2.10.6). The review of independent standing was announced in the press release of March 13, 2020.

The Board of Statutory Auditors also verified the correct application of the assessment criteria and procedures adopted by the Board to evaluate the independence of its members.

During the year the Independent Directors held one meeting in the absence of the other directors. The subjects of this meeting were "i) update regarding progress on Corporate Governance issues, with specific focus on the functioning of the Board and the committees; ii) risk management". As far as the Issuer is aware, the Independent Directors, which within the slates for their appointment to the Board of Directors indicated their independence, are committed to maintain such independence throughout the Board mandate.

4.7. LEAD INDEPENDENT DIRECTOR

As per Article 2 of the Corporate Governance Code, the Board of Directors appointed Mr. Franco Moscetti on April 28, 2016 as the Lead Independent Director, who represents the Independent Directors, which allows a greater contribution to the activities and the functioning of the Board of Directors.

The Board of Directors considered it beneficial to maintain the role of Lead Independent Director also on the renewal on the Corporate Boards (which occurred with approval of the 2018 Annual Accounts), in line therefore with the recommendations of the Corporate Governance Code. In fact, the Corporate Governance Code recommends establishing this figure to ensure balance within the Board: the Lead Independent Director will be called upon to collaborate with the Chairperson to ensure that Directors receive complete and timely flows of information. The Lead Independent Director consults with the Non-Executive Directors, and particularly the Independent Directors for a better contribution to the activities and the functioning of the Board.

The Lead Independent Director provides a point of reference and coordination for the petitions and contributions of Non-Executive Directors, improving the functioning of the Board of Directors, working together with the Chairman of the Board of Directors in order to ensure that Directors receive complete and timely information and has the power to call meetings of the Independent Directors to discuss issues considered of interest in relation to the functioning of the Board and the management of the company.

During the year the Lead Independent Director, Mr. Franco Moscetti, coordinated where necessary and also opportune, the requests and the contributions of the non-Executive Directors and in particular the Independent Directors.

5. PROCESSING OF CORPORATE INFORMATION

In accordance with the principles contained in the Corporate Governance Code, the Board of Directors of the Company has adopted regulations for the handling of corporate information and the setting up of the relative register (so-called Insider Register and RIL), which regulates internal management procedures and the manner for the external communication documents and disclosure relating to the Company and its subsidiaries, with particular regard to confidential information. This regulation concerns: (i) preserve the secrecy of the confidential information, ensuring at the same time that the information provided to the market of the corporate data is correct, complete, adequate, timely and non-selective; and (ii) regulate, as per Regulation (EC) No. 569/2014, the enacting and execution Regulations, and also in light of the Consob Guidelines 1/2017 - October 2017, a procedure for the management of the registers or information reported to anyone who, for working or professional reasons or in the ambit of the functions carried out by the Company, regularly or occasionally accesses inside information or relevant information.

The Board of Directors on December 22, 2006 appointed Mr. Roberto Celot as the person responsible for the above-mentioned register. With regards to this, the person responsible reports to the Chairman of the Board of Directors with regard to the updating of the register and the criteria adopted for the management and research of the data which it contains.

In accordance with the Corporate Governance Code, the Board of Directors of the Company has adopted a regulation (the Internal Dealing Code), which governs the information to be made public relating to the operations undertaken and the financial instruments issued by the Company by relevant parties and parties connected to them in accordance with Article 19 of Regulation (EU) 596/2014. This regulation provides for the so-called "black out period". The company also adopted a regulation governing disclosure to be announced to the market for parties controlling the company or possessing more than 10% of the share capital, as set out under Article 114, paragraph 7 of the Consolidated Finance Act and Article 152-sexies of the Consob Issuers' Regulation.

We report that, in accordance with the provisions of Executive Regulation (EU) 2016/347 of the Commission of March 10, 2016, which enacted (EU) Regulation 596/2014 of the European Parliament and Council of April 16, 2014 relating to market abuse, the company enacted the provisions introduced by the above-mentioned regulation, with prior illustration to the Board of the principal provisions introduced. The Board of Directors, on March 15, 2018, updated and supplemented the procedure in view of new issues emerging, in particular, the Consob Guidelines for the management of Inside Information.

During the year, the company published 52 press releases in relation to internal dealing, available on the Company's website www.zignagovetro.com, section "Investors", having received such communications in accordance with due procedure on the significant operations pursuant to Article 19 of Regulation (EU) 596/2014.

6. INTERNAL COMMITTEES TO THE BOARD (as per Article 123-bis, paragraph 2, letter d) CFA)

The Board of Directors, in accordance with Article 17 of the By-Laws, on March 22, 2007, incorporated a Control and Risks Committee (previously the Internal Control Committee), which has the duty, among others, of identifying and evaluating business problems and risks and carrying out the consultative and proposal functions required by the Corporate Governance Code, and a Appointments and Remuneration Committee, with the duty of formulating proposals regarding the remuneration of Executive Directors and Senior Directors.

For further information in relation to the Appointments and Remuneration Committee and the Control and Risks Committee, reference is made to the subsequent sections 7 and 9.

The Board of Directors of the Company, in the meeting of November 26, 2010, created a Committee for Transactions with Related Parties, with a significant role in the evaluation of the Transactions with Related Parties and in compliance with the above-stated procedure. This Committee has the duty to guarantee substantial correctness of the transactions with related parties, through the issue of an opinion on the interest of the company served through the specific transaction as well as the suitability and correctness of the conditions. For further information on the Committee for Transactions with Related Parties, reference should be made to section 11.

No further committees were constituted or committees which carry out the functions of 2 or more committees.

7. APPOINTMENTS AND REMUNERATION COMMITTEE

It should be noted that the disclosures in the present section relating to the functions of the Remuneration Committee are made in Section 1, paragraph "Remuneration Committee" of the Remuneration Report published in accordance with Article 123-ter of the Finance Act. As already described in the previous paragraph, on March 15, 2018 the Remuneration Committee now includes also the functions of the Appointments Committee.

The Committee was appointed with Board motion of March 22, 2007. Since March 15, 2018, the Remuneration Committee has also taken on the role of the Appointments Committee, and has thus assumed the name "Appointments and Remuneration Committee". The Board of Directors' meeting of May 2, 2019 re-elected the members of the Appointments and Remuneration Committee, whose mandate expired, in the persons of Franco Modcetti (Non-Executive and Independent Director), Stefano Marzotto (Non-Executive Director) and Daniela Manzoni (Non-Executive and Independent Director). The Appointments and Remuneration Committee appointed Mr. Franco Moscetti as the Chairman of the Committee. The Board of Directors, at the time of appointments, evaluated and considered adequate the financial and accounting qualifications of the members of the Committee, in addition to their knowledge and experience in terms of remuneration policies.

As regards appointments, the Appointments and Remuneration Committee plays a consultative role in identifying Directors of appropriate professional standing and expertise, above all on appointment of the Board of Directors, in order to improve the efficiency and functioning of the Board. It also has an investigative and consultative role with regards to matters presenting an increased risk of conflicts of interest.

More specifically, the Appointments Committee: (i) proposes to the Board candidates for the position of Director in the case of co-option, when it is necessary to replace Independent Directors; (ii) illustrates the main activities carried out by the Committee during the year, with reference to each function assigned; (iii) in carrying out its functions the Committee has the possibility to access corporate information and departments necessary to carry out its duties, as well as to avail of external consultants, according to the terms set out by the Board.

As regards remuneration, the Appointments and Remuneration Committee has the duty, in particular, to formulate proposals regarding the remuneration of the Chief Executive Officers and Senior Directors.

The Directors abstained from participating at the Committee meetings where the proposals to the Board relative to their remuneration are drawn up.

The Appointments and Remuneration Committee periodically evaluates the criteria adopted for the remuneration of Senior Executives, supervises their application on the basis of the information provided by the Chief Executive Officers and formulates general recommendations on the matter to the Board of Directors.

During the Year, the Committee met three times. The average duration of meetings was approximately one and a half hours.

In table 1 attached to the present Report the number of meetings of the Committee in 2020 is reported along with the relative attendances.

Considering the type of activities carried out by the Committee, the Company did not consider it necessary to provide the above stated Committee with a pre-established budget, establishing periodically the funding requirements necessary.

At least three Appointments and Remuneration Committee meetings are scheduled for 2021 and at the date of the present Report the Committee has met once. The Chairman of the Committee informed the next Board of Directors' Meeting held.

8. REMUNERATION OF DIRECTORS

It should be noted that the disclosures in the present section relating to the general remuneration policy, the share-based incentive plans, the remuneration of Executive Directors, of the Senior Executives and Non-Executive Directors, are reported through reference to Section I of the Remuneration Report issued in accordance with Article 123-ter of the Finance Act.

No agreements have been signed between the Parent Company and the Directors which provide indemnity in the case of resignation or dismissal/revocation of office without just cause or termination of employment following a public purchase offer.

9. CONTROL AND RISKS COMMITTEE

The Control and Risks Committee was appointed by Board of Directors' Motion on March 22, 2007 and confirmed subsequently with Board of Directors' Motion which provides for the change in name and duties attributable, in line with the amendments to the Corporate Governance Code. At the date of this Report, the Control and Risks Committee is composed of Ms. Giorgina Gallo (Independent Non-Executive Director), Luca Marzotto (Non-Executive Director pursuant to Article 2 of the Corporate Governance Code) and Alessia Antonelli (Independent Non-Executive Director). These Directors, all non-executive and two of whom are independent, were conferred the task of identifying and evaluating the problems and risks concerning company operations. At the date of the present Report the Director Alessia Antonelli is also the Chair of the Committee.

The Control and Risks Committee, in compliance with the Corporate Governance Code, in relation to identification and evaluation of risks substantially carries out a consultative and proposing a role for the Board of Directors, working together with the existing Committees. The proposal duties which the Committee is required to discharge concern certain matters identified by the Corporate Governance Code, though these are not considered compulsory.

The Board of Directors, at the time of the appointment, evaluated and considered adequate the financial, accounting and risk management expertise of the members of the Control and Risks Committee.

The Control and Risks Committee meets at least quarterly and outlines its activities at least halfyearly.

In 2020, the Control and Risks Committee met three times. Minutes are kept of the Committee meetings. The Chairman of the Control and Risks Committee informed the next Board of Directors' Meeting held. The average duration of meetings was approximately one hour and forty minutes.

At least six Control and Risks Committee meetings are scheduled for 2021 and at the date of the present Report the Committee has met twice.

The Chairman of the Statutory Auditors or another standing statutory auditor designated by him/her attends the meetings.

In table 1 attached to the present Report at Attachment 1 the number of meetings of the Committee in 2020 is reported along with the relative attendances.

The Control and Risks Committee has the consultative and proposal functions listed in Article 7 of the Corporate Governance Code.

In the undertaking of their functions, the Control and Risks Committee may access all information and departments necessary for the undertaking of their duties, as well as utilising external consultants, within the terms established by the Board of Directors.

Considering the type of activities carried out by the Control and Risks Committee, the Company did not consider it necessary to provide the above stated Committee with a pre-established budget, establishing periodically the funding requirements necessary.

10. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

The internal control and risk management system concerns the set of rules, procedures and organisational structures which enable the identification, measurement, management and monitoring of the principal risks.

Zignago Vetro S.p.A. has adopted an Internal Control and Risk Management System (hereafter "ICRMS") which ensures an adequate management of the company's risk exposure, not just ensuring correct management of the business, but also the achievement of the strategic objectives identified.

In particular the ICRMS, integrated into the more general organisational and corporate governance structures adopted by the Company, oversees the propriety of corporate operations, promoting efficiency and efficacy of processes, the reliability of financial information, compliance with law and regulations, in addition to the by-laws and the internal procedures, and guarantees and safeguards the capital base and the value generated by operations.

On the basis of these principles, the Board of Directors, also to incorporate the amendments introduced by the 2011 Corporate Governance Code and to update its model to changing operating conditions and to the altered external environment, approved, with the support of the Control and Risks Committee and the Director in charge of the Internal Control and Risk Management System, the ICRMS Guidelines.

In relation to the various actors involved in the controls mechanism, the ICRMS guidelines describe in detail the respective duties and responsibilities. In particular, the set of skills and relative functions is based on the profiling of the following bodies/parties:

The Board of Directors, which directs and assesses of the System's adequacy;
The Director in charge of the Internal Control and Risk Management System, who oversees the functioning and adequacy of the System, identifies and manages the principal corporate risks and taking account of the characteristics of the activities carried out by the Company implements guidelines drawn up by the Board of Directors, overseeing the design, implementation and management of the SCI and verifying its adequacy and efficacy on an ongoing basis;
The Control and Risks Committee, with the duty to support the assessments and the decisions of the Board of Directors concerning the Internal Control and Risk Management System;
The Internal Audit Manager, appointed to verify that the Internal Control and Risk Management System is adequate and operational;
the Board of Statutory Auditors, which oversees the efficacy of the Internal Control and Risk Management System;
The Supervisory Board, which guarantees the adequacy of the Organisation and Management Model as per Legislative Decree 231/2001, oversees its observance, promotes initiatives for the formation and circulation of the model and periodically informs the Control and Risks Committee and the Board of Directors upon any issues encountered, identifying the corrective actions to be undertaken.

In relation to the involvement of the boards and employees in the organisation of the ICRMS, duties and responsibilities are segregated among the separate organisational units or within them, with a distinct separation between the roles of risk management, allocated to the Risk Owners of the various departmental units, and those of risk controllers. In particular, the monitoring of the correct and effective functioning of the internal control system and the follow up actions required is based on three levels of control:

first level controls: directed to ensure the correct management of corporate processes. In this regard, the operating units identify and evaluate risks and define specific mitigation actions. - second-level controls: directed to verify that the first level controls are operative and appropriate to prevent risks. In relation to these categories, the functions proposed for the control of risks define methods and instruments for the management of risks (recording, assessment and monitoring of risks); - third-level controls: comprises verifications carried out on the design and functioning of the internal control and risk management system and on the monitoring of the execution of the improvement plans drawn up by

management. This category of controls was undertaken by an independent corporate department.

The "ICRMS" structure defined through these guidelines is structured on the major international models, in particular those established in accordance with Enterprise Risk Management (ERM) and according to a structured analysis and prioritisation of principal risks in the areas of greatest exposure, identified as the strategic, operative, financial and regulatory compliance level and seeks to ensure a unified approach and in line with the operating strategies.

This approach, which further identifies and evaluates risks, the control measures and the relative action plans, was undertaken on the basis of the professional experience developed over the years by individuals involved in corporate risk management and however considering the following aspects:

the nature and level of risk compatible with the strategic objectives of the Company;
the organisational structure in place;
the mapping of the risk areas as per Legislative Decree 231/2001;
The analysis of significant processes in relation to control risks and objectives related to administrative-financial disclosure in accordance with Law 262/2005.

In relation to the method to identify and measure risks, the process was developed considering the organisational structure and the businesses of the company and classifying the risks relating to each, thereafter assessing them through combining the parameters concerning frequency/probability and the gravity of consequences.

The risk evaluation analysis and the relative measurement was preliminarily focused on the potential exposure to risk in the absence of any mitigation action and subsequently focused on the level of "residual" risk, considering the existing controls to subsequently draw up any improvement actions.

The principal elements upon which the internal control system of the Company is based are as follows:

The Ethics Code – in February 2008, the Company adopted an Ethics Code, in line with best international practice, which sets out the principles and founding ethical values of the company, as well as the conduct regulations and legislation. The Ethics Code, which is an integral part of the organisational, management and control model as per Legislative Decree 231/01, is binding for the conduct of Directors, employees and all collaborators of the company. A specific procedure for the recording of potential violations of the Ethics Code and Model 231 was set up.

Organisational structure – The general organisational structure and the appointment of senior managers and of their principal operating roles was drawn up by the Chief Executive Officer. The Board of Directors is systematically informed in relation to principal organisational amendments.

Powers and delegations – on October 23, 2020, (and through subsequent amendments and additions) the Board of Directors attributed powers to management.

The principal conditions adopted for achieving the strategic and operational objectives, as well as the monitoring of the efficacy and efficiency of the activities and the safeguarding of the company's assets, are as follows:

Drawing up of objectives, budgets, reporting and management control – the Company operates a structured system for the definition of corporate objectives (strategic and operational), for the development of annual budgets, of their interim review, of the monitoring and analysis of the variance between objectives and performance, through a structured system of management control and reporting.

Internal communication – A system of internal communication which is structured to facilitate and promote the communication of significant information to specific parties within the Company and the Group is operational.

System of operational procedures – For the correct application of corporate directives and the reduction of risks related to the reaching of corporate objectives, the Company has put in place an ISO procedure which regulates internal processes, governing both the activities carried out within departments and relations with other entities.

Information Systems – Almost all of the corporate information processes, both operational and accounting and financial, are facilitated by an IT system, based on highly integrated software packages.

The use of the systems is governed by internal procedures which guarantee security, privacy and correct utilisation by users.

The availability of data when required is guaranteed by an abundant hardware and software infrastructure.

Confidentiality of data and information is guaranteed principally through a system of segregation, principally based on user authorisation profile.

Security is guaranteed by a hardware and software infrastructure designed with the necessary remit in mind and subject to constant maintenance and undergoing periodic tests.

The platforms and the applications utilised are integrated in order to minimise the introduction of multiple data sets and to render automatic the process flows. The services are supplied by outsourcers.

The principal guides for the achievement of conformity with law and applicable regulations (compliance) and for correct and transparent disclosure to the market are the following:

Organisational model as per Legislative Decree 231/01 – in March 2008 the Company approved the Organisational model in accordance with legislative decree 231/01, in order to avoid the possibility of the commission of significant offences under the decree and consequently by the administrative of the Company. The Model adopted provides for an organisational structure, a system of procedures and delegations, general principles, rules of conduct, instruments of control and organisational procedure, as well as training activity and information and a disciplinary system, drawn up in order to ensure the prevention of the commission of offences. The Board of Directors appointed a Supervisory Board, which was entrusted with the duties of monitoring the correct functioning of the Model and its development and reports to the Board of Directors, the Control and Risks Committee and the Board of Statutory Auditors on a half-yearly basis.

The model is continually updated, with the most recent version 6.0 of March 11, 2016, 2016 approved by the Board of Directors on March 11, 2016. For further information, reference should be made to section 10.3.

Model of accounting control as per law 262/2005 in relation to financial disclosure – In compliance with the above-stated law on the protection of savings, the Company adopted a model for the management of administrative and accounting procedures, for the drawing up of financial and accounting control communications, as well as management regulations, periodic verification and the declaration of adequacy of the model, attributing the responsibility within the organisation in particular to the Executive Officer for Financial Reporting. In particular, the model seeks to provide the reasonable certainty that accounting disclosure is provided to users with a true and correct representation of the facts, and corresponding to the documented results, the books and accounting entries and communications of the company provided to the market.

Security, environment and quality – the Company has adopted a system of organisational structures and procedures dedicated to the management of security of data (which also fulfils the Privacy regulation), the protection of the environment, security of plant and personnel and the quality of service provided. The Evaluation Document of Risks is constantly monitored and updated.

Confidential information – The Company has adopted a procedural system for internal management and external communication of confidential information, in conformity with the requirements introduced by the EU directive in relation to market abuse. For further information, reference should be made to section5.

The Board approves, at least on an annual basis, the work plan drawn up by the Internal Audit Department manager, after consultation with the Board of Statutory Auditors and the Director in charge of the internal control and risk management system;

Considering the activities carried out by the Control and Risks Committee, by the Supervisory Board, the contribution of the Board of Statutory Auditors, management, the Executive Director appointed to oversee the internal control system, the Internal Audit Manager and the Executive appointed for the preparation of the accounting and corporate documents, the Board of Directors considers the system of internal control adequate and effective.

10.1. DIRECTOR IN CHARGE OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

In order to implement a rigorous internal control system, the Board of Directors, on the proposal of the Chair of the Control and Risks Committee, Ms. Antonelli, appointed the Chief Executive Officer Mr. Roberto Cardini as Executive Director to oversee the functioning of the control system. The

Board of Directors has assigned functions indicated by the Corporate Governance Code to the Executive Director in charge of the Internal Control and Risk Management System.

The Executive Director in charge of the Internal Control and Risk Management System: (a) identifies the principal corporate risks, considering the principal features of the activities carried out by the Issuer and its subsidiary, and periodically submits them for the review of the Board of Directors; (b) implements the guidelines established by the Board of Directors, designing, implementing and managing the Internal Control and Risk Management System and verifying its adequacy and efficacy on an ongoing basis; (c) adapts the system to operating conditions and the legislative and regulatory framework; (d) may request the Internal Audit department to carry out checks on specific operating areas and compliance with the internal rules and the procedures in the execution of company operations, contemporaneously communicating to the Chairperson of the Board of Directors, the Chairperson of the Control and Risks Committee and the Chairperson of the Board of Statutory Auditors; (e) reports in a timely manner to the Control and Risks Committee (or to the Board of Directors) in relation to problems and issues which have emerged during the course of their activity or of which they have become aware, so that the Committee (or the Board) can take necessary action.

10.2.INTERNAL AUDIT MANAGER

Since December 2014, the Internal Audit Department has outsourced to Mr. Alessandro Bentsik, previously Chairman of the Supervisory Board, the verification, on an ongoing basis and in relation to the specific requirements, the operational viability and suitability of the internal control and risk management system, through an audit plan, approved by the Board of Directors, with the prior approval of the Control and Risks Committee and the Board of Statutory Auditors.

The audit plan constitutes a defined though not rigid operating instrument, verifying that the Internal Control and Risk Management System of the Company is functional and adequate, in accordance with application criteria 7.C.5 of the Corporate Governance Code. Its flexibility guarantees the appropriateness of the Plan to quickly incorporate any amendments considered necessary during the year.

The appointment was made on the proposal of the Executive Director in charge of the Internal Control and Risk Management System, with the prior approval of the Control and Risks Committee and the Board of Statutory Auditors.

The Internal Audit Manager reports to the Control and Risks Committee, the Board of Statutory Auditors and to the Executive Director in charge of supervising the Internal Control and Risk Management System.

He is not responsible for any operational area of the Issuer. In carrying out his/her duties, he/she has direct access to all useful information for the discharge of office and reports exclusively to the Control and Risks Committee.

In 2020, the previously appointed Internal Audit Manager reported periodically on activities to the Control and Risks Committee, to the Chairperson of the Board of Statutory Auditors, to the Chairperson of the Board of Directors and to the Executive Director in charge of the Internal Control and Risk Management System.

During the year, the Internal Audit Manager supported the activities of the Control and Risks Committee.

The Board, having received the favourable opinion of the Control and Risks Committee and having consulted the Board of Statutory Auditors, delegated the power to set the remuneration and incentives for the internal audit department to the Chief Executive Officer, in line with company policies. It also ensures that he/she has access to the adequate resources for the execution of his/her role.

10.3.ORGANISATION MODEL pursuant to legislative decree 231/2001

The Board of Directors of the Company, in the meeting of March 14, 2008, in relation to Legislative Decree No. 231 of June 8, 2001 (and successive modifications and integrations), which introduced a specific code of responsibility for companies for any type of offence established by the regulations of Borsa Italiana for listing on the STAR segment, adopted the "Model of organisation, management and control in accordance with Legislative Decree 231/2001", addressing the requirements of the same Legislative Decree and prepared in accordance with the guidelines issued by Confindustria. At the reporting date, the Board of Directors have not considered the allocation of supervisory board duties to the Board of Statutory Auditors.

The adoption and efficient implementation of the organisational, management and control model is appropriate to prevent offences under the Legislative Decree; the Company may be exonerated from the responsibility consequent of offences made by "applicable" parties and by persons subject to their supervision and direction.

The Model provides for a series of regulations on conduct, procedures and control activities, as well as a system of powers and delegations, in order to prevent the above responsibility arising. Moreover a disciplinary system was introduced which is applied in the cases in which the above model is not complied with.

To implement the model set out by Legislative Decree 231/2001, a Supervisory Board, appointed by the Board of Directors, was created, which has the responsibility to ensure the Organisational, Management and Control Model pursuant to Legislative Decree 231/2001 is adequate and efficient, effective and updated.

The Supervisory Board is currently comprised of:
Office	Name
Chairman of the Supervisory Board	Alessandro Bentsik
Member	Massimiliano Agnetti
Member	Nicola Campana

For the carrying out of the duties, the Supervisory Board is allocated its own budget.

Also at the meeting of March 14, 2008, the Board of Directors approved the By-Laws of the Supervisory Board, establishing the method for its appointment and composition, as well as its functions and powers.

The Supervisory Board in the year carried out monitoring of the functioning, efficacy and compliance with the model as well as the recording of significant updates of the model and of the corporate procedures and protocols. In this remit, the Supervisory Board coordinated with the Control and Risks Committee, reporting on the results of the verification and the modifications to the model following changes in the internal organisation, in the corporate activities and in the relevant regulatory provisions, particularly in relation to the updates to Legislative Decree 231/201, with the addition of new types of offences.

The Supervisory Board, through the Control and Risks Committee, communicates to the Board of Directors, half-yearly, a written report on the Organisational, Management and Control Model. The implementation of the detailed aspects of the activities contained in the Model has been substantially completed. The Model has been communicated to all personnel and third party consultants, clients, suppliers and partners, where deemed suitable and necessary.

Also in relation to the activities carried out and implemented by the Organisational and Management Model in accordance with Legislative Decree 231/2001, the Board of Directors on March 14, 2008 adopted the Ethics Code of the Company. In fact, as evidenced in the Guidelines for the construction of the models in accordance with Legislative Decree 231/2001, issued by Confindustria, the adoption of the relative ethics principles in order to prevent offences constitute an essential element of the preventative control system. In particular, the Ethics Code identifies the corporate values, together with the rights and the responsibilities of its subject, and applies sanctions in the case of breaches of the principles expressed in the same Code.

In 2020, the Supervisory Board met seven times.

10.4.INDEPENDENT AUDIT COMPANY

The legally-required audit is carried out by an independent audit company in accordance with applicable regulations. The Independent Audit Firm is appointed by the Shareholders' Meeting, with prior consultation of the Board of Statutory Auditors

The auditor of the consolidated and separate financial statements of Zignago Vetro for the years 2016-2024, of the limited audit of the half-year consolidated reports for the same period, as well as the verification and control of the accounting and the correct recording of the operational events in the accounting records of the above-mentioned years was conferred, in accordance with article 159 of the Finance Act, to KPMG SpA by the ordinary Shareholders' Meeting of April 28, 2016, in accordance with the modifications introduced by Legislative Decree 303/2006 published in the Official Gazette on January 10, 2007.

The independent auditors who carry out the audit of Zignago Vetro also carry out the audit of the subsidiary companies.

10.5.EXECUTIVE OFFICER FOR FINANCIAL REPORTING AND OTHER CORPORATE ROLES AND FUNCTIONS

The Executive Officer for financial reporting has the responsibility to implement adequate administrative and accounting procedures for the preparation of the parent company accounts, the consolidated financial statements and all other financial documents, certifying their application, and that accounting information including interim reports correspond to the underlying accounting documents, records and accounting entries.

In accordance with article 23 of the By-Laws and in conformity with the regulations currently in force, the Board of Directors, in the meeting of July 30, 2007, appointed Mr. Roberto Celot, Administration, Finance and Control Director of the Issuer, as Executive Officer for Financial Reporting in accordance with article 154 bis of the Finance Act, considering satisfactory his appointment criteria and in particular his proven accounting and financial experience.

10.6. COORDINATION OF THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM.

In accordance with Principle 7.P.3 of the Corporate Governance Code and in order to ensure a responsive system, the guidelines also established the means for co-ordination and collaboration between parties involved in the "ICRMS".

In order to ensure an efficient Corporate Governance structure, the re-consideration of the functional and operating connections between the various parties involved in the "ICRMS" allows, on the one hand, informational synergies and on the other ensures these risk areas are appropriately overseen and that there is no duplication of controls in the activities of the various control bodies.

In particular, communication flows and processes are provided for, in addition to periodic meetings, to be held jointly, between the various bodies involved in internal control and risk management (Control and Risks Committee, the Board of Statutory Auditors, the Supervisory Board and the Internal Audit department). Specifically:

The meetings of the Control and Risks Committee are attended also by the Director in charge of the "ICRMS", by the Chairman of the Board of Statutory Auditors and, upon their unavailability, by a statutory auditor nominated by this latter, while the other statutory auditors may also attend, in addition to the Internal Audit Manager in order to ensure they are fully informed.
The appointed Director and the Internal Audit Manager meet on a monthly basis to review their respective activities in progress and to establish any lesser significant actions, in relation to which it is not considered appropriate to inform the Board of Directors upon.
The appointed Director and the Internal Audit Manager compare, before approval by the Board of Directors, their annual activity plans in order that inappropriate overlapping does not occur between the development and assessment actions.

It is in addition established that the Internal Audit Manager must communicate periodically prepared reports or respond to specific requests of the Chairman of the Board of Statutory Auditors, of the Control and Risks Committee and of the Board of Directors, in addition to the Director in charge of the Internal Control and Risk Management System and, where required in relation to events subject to review, also the Supervisory Board.

The Supervisory Board, in its oversight on the effectiveness and implementation of the Model on its suitability to prevent crimes pursuant to Legislative Decree No. 231/2001, shall verify that the behaviour adopted in the corporate activities undertaken comply with the principles set out in the Ethics Code and respect the protocols foreseen by the aforementioned Model. The review is conducted on an annual basis and the results are reported to the Control and Risks Committee.

The Supervisory Board also monitors on an ongoing basis any reports of violations of both the 231 Model and the Ethics Code.

Finally it is established that at least annually the Independent Audit Company meets jointly with the Control and Risks Committee, the Board of Statutory Auditors and the Executive Officer for Financial Reporting in order to, among other issues, assess the correct use of the accounting policies and their consistency in the preparation of the consolidated financial statements.

11. TRANSACTIONS WITH RELATED PARTIES

In accordance with the Corporate Governance Code, in addition to the regulation issued by Consob with Resolution No. 17221 of March 12, 2010 and subsequent interpretations, the Board of Directors of the Company in the meeting of November 26, 2010 approved a procedure for transactions with related parties, in compliance with the regulatory provisions introduced by the Commission with the above-stated Consob regulation and in line with the recommendations of the Commission in relation to Interpretative Communication DEM/10078683 of September 24, 2010.

The most significant aspects of the new procedure include:

(i) "transactions with related parties" are classified as transactions of significant value (concerning transactions exceeding thresholds established by Consob), of insignificant value (those of a value which prima facia do not pose significant risk for investor interests and therefore excluded from the application of the new procedure) and those of intermediate value (a residual category comprising transactions with related parties not covered by the first two categories);
(ii) the transparency and market communication regulations are more stringent in relation to transactions of significant value, requiring publication of a disclosure document;
(iii) the procedural regulations which establish the involvement of the Committee for Transactions with Related Parties for the transaction approval procedure.

The Board of Directors of the Company, in the meeting of November 26, 2010, created a Committee for Transactions with Related Parties, with a significant role in the evaluation of the Transactions with Related Parties and in compliance with the above-stated procedure. This Committee in fact has the duty to guarantee substantial correctness of the transactions with related parties, through the issue of an opinion on the interest of the company served through the specific transaction as well as the suitability and correctness of the conditions.

The Committee comprises three Non-Executive Directors, two of which considered independent, in accordance with the Corporate Governance Code.

As established by Consob regulation No. 17221 of March 12, 2010 and subsequent interpretations, the Committee for Transactions with Related Parties preliminarily approved the procedure for transactions with related parties, establishing compliance with the regulatory provisions.

At the date of the present Report, the Committee is composed of three Directors in the persons of Ms. Manuela Romei (Independent Non-Executive Director), Mr. Ferdinando Businaro (Non-Executive Director) and Ms. Barbara Ravera (Independent Non-Executive Director).

Considering that from adoption of the procedure which governs transactions with related parties, no significant events or changes to the shareholder structure took place and that the procedure has been demonstrated as effective, no changes have been made by the Company to the procedure.

12. APPOINTMENT OF STATUTORY AUDITORS

The appointment of the Statutory Auditors is carried out based on slates presented to the shareholders according to the procedure set out by article 20 of the By-Laws, reported below, in order to ensure that the minority slate appoints a Statutory Auditor holding the position of the Chairman and an alternate Auditor.

In relation to this, slates are presented in which the candidates are listed by progressive numbering. The slates comprise two sections: one for candidates for the office of Standing Auditor and the other for candidates for the office of Alternate Auditor.

Only shareholders who together or with others represent at least 2.5% of the subscribed and paid-in share capital at the moment of presentation of the slate or another limit established by Consob with regulations taking account of the floating capital and the ownership of the listed companies have the right to present slates. The call notice indicates the holding required to present slates.

Each shareholder may present only one slate; in case of breach, they are excluded from all slates. Shareholders belonging to the same shareholder agreement as per Article 122 of the CFA and subsequent modifications and additions, the parent company, the subsidiary companies and those subject to the common control, may present and vote on only one slate. The votes in breach of this are not attributed to any slate.

The slates shall be filed at the Company's registered office at least 25 (twenty five) days prior to the date established for the Shareholders' Meeting in first call or within a differing minimum time frame established by applicable laws or regulations. The call notice will indicate at least one means of distance communication of the filing of slates which enables the identification of those presenting or involved in the presentation of slates. Each slate presenting a number of candidates equal to or above three must present a number of candidates from the underrepresented gender which ensures, within the slate itself, compliance with the regulatory gender quota in force. Ownership of the minimum shareholding necessary to present a slate must be declared in the manner and under the terms and conditions established by the existing law and regulations. In the case where only one slate is filed at the expiry date of the term for presentation of the slates, or slates are only presented by related shareholders pursuant to the applicable directives, slates can be presented up to the third day subsequent to such date. In this case, the threshold established for the presentation of the slate is reduced by half.

Together with each slate, within the terms indicated above, the following must be filed (i) information relating to the identity of the shareholders presenting the slate and their shareholding; (ii) declarations that the individual candidates accept their candidature and declare to the inexistence of causes of ineligibility and of incompatibility and the existence of the requisites required by regulations in force for the assumption of office, (iii) the curriculum vitae of each candidate, with indication of offices held. In addition to that established by the previous points, in the case of the presentation of a slate by shareholders other than those who hold, also jointly, a controlling or majority holding of the share capital of the Company, such slates must be accompanied by a declaration of the shareholders presenting, declaring the absence of association with one or more of the main shareholders, as defined by existing regulations.

Slates presented that do not comply with all of the above formalities are considered as not presented.

All those entitled to vote shall vote for only one slate. The selection of the Statutory Auditor is as follows: (a) from the slate that has obtained the higher number of votes, based on the progressive order with which they are shown on the slate, two statutory auditors and an alternate auditor (hereafter the "Majority slate") are elected; (b) from the slate that has obtained the second highest number of votes and that is not associated, even indirectly, with the shareholders who have presented

or voted on the Majority slate, based on the progressive order with which they are shown on the slate, the remaining statutory auditor and other alternate auditor are elected (the "Minority slate").

When the first two slates obtain an equal amount of votes, a new vote is taken by the Shareholders' Meeting, putting only the first two slates concerned to the meeting. The same rule will apply in the case of parity between the slates with the second highest number of votes.

The Chairman of the Board of Statutory Auditors shall be the first candidate on the Minority Slate. In the case in which the minimum established requirement for the underrepresented gender of Standing or Alternate Auditors is not elected, within the slate which attracted the highest number of votes the necessary substitutions of candidates elected to the roles of Standing or Alternate Auditor is made, according to the progressive order in which the candidates were elected. In the absence of candidates from the underrepresented gender within the relevant section of the majority slate of a sufficient number to proceed with replacement, the Shareholders' Meeting appoints the Standing or Alternate Members required through statutory majority, ensuring compliance with the requirements. Where his/her legal requisites no longer exist, the Statutory Auditor must leave office.

In the case of the substitution of a Statutory Auditor until the next Shareholders' Meeting, the Alternate Auditor is taken from the same list as the auditor vacating office. If the replacement as indicated above does not allow compliance with the applicable Gender Balance Regulation, the Shareholders' Meetings must be called at the earliest opportunity to ensure compliance with the regulation.

When a Statutory Auditor vacates office, including the chairman of the Board of Statutory Auditors, the chair is assumed until the next Shareholders' Meeting by the alternate member of the same slate from which the Chairman was elected.

If the alternate auditor cannot complete the Board of Statutory Auditors, a Shareholders' Meeting is convened to elect the Statutory Auditors and chose, where the statutory auditors may still be elected, from among the candidates on the slate from which the vacating statutory auditor was a member. In all of the cases in which it is not possible to form the Board of Statutory Auditors by that set out above, the provisions of law are applied.

In the case in which only one slate is presented or in the case in which no slate is presented, the Shareholders' Meeting votes by statutory majority and in compliance with the regulation concerning gender balance.

13. COMPOSITION AND OPERATION OF THE BOARD OF STATUTORY AUDITORS (as per Article 123-bis, paragraph 2, letter d) CFA)

The Board of the Statutory Auditors verifies compliance with law and the By-Laws, in respect of the principles of correct administration and in particular the adequacy of the internal control system, as well as of the organisation, administration and accounting structure and its functioning, in addition to the method for establishing corporate governance regulations which the company declares it is in observance of.

In accordance with Article 20 of the By-laws, the Board of Statutory Auditors is composed of three Standing Members and two Ultimate Members, Shareholders and Non-Shareholders,

with the underrepresented gender complying with the applicable regulation, and appointed by the Shareholders' Meeting, which determines their annual remuneration and the duration of office. The attributes, duties and duration of the Board of Statutory Auditors are based on that required by law. In accordance with law, the outgoing statutory auditors may be re-elected.

Each of the members of the Board of Statutory Auditors must possess the honourability requisites and be independent in accordance with law.

Name	Office
Alberta Gervasio	Chairperson
Andrea Manetti	Statutory Auditor
Carlo Pesce	Statutory Auditor
Chiara Bedei	Alternate Auditor
Cesare Conti	Alternate Auditor

The Board of Statutory Auditors was appointed by the Shareholders' Meeting of May 2, 2019 and will remain in office until the approval of the 2021 Annual Accounts.

The Chairman of the Board of Statutory Auditors and an Alternate Auditor were appointed by a slate presented jointly by the minority shareholders Interfund Sicav - Interfund Equity Italy; Generali Investment Luxembourg S.A. gestore dei fondi Gsmart Pir Evolux Italia and Gsmart Pir Valore Italia; Mediolanum gestione fondi Sgr Sp: Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia; Mediolanum International Funds Limited - Challenge Funds - Challenge Italian Equity; Fideuram Asset Management (Ireland) Fonditalia Equity Italy; Fideuram Investimenti Sgr SpA gestore dei fondi Fideuram Italia, Pir Piano Azioni Italia; Pir Piano Bilanciato Italia 50, Pir Piano Bilanciato Italia 30; Eurizon Capital Sgr S.P.A. gestore di fondi Eurizon Progetto Italia 20, Eurizon Pir Italia 30, Eurizon Progetto Italia 70, Eurizon Azioni Italia, Eurizon Pir Italia Azioni, Eurizon Azioni Pmi Italiae, Eurizon Progetto Italia 40; Eurizon Capital SA gestore dei fondi: Eurizon Fund - Equity Smal Mid Cap Italy, Eurizon Fund - Equity Italy, Eurizon Fund - Equity Italy Smart Volatility; Amundi S.G.R. S.p.a. gestore dei fondi Amundi Dividendo Italia, Amundi Valore Italia Pir, Amundi Accumulazione Italian Pir 2023; Anima S.G.R. S.p.A. gestore dei fondi Anima Geo Italia, Anima Italia, Anima Crescita Italia, Anima Iniziativa Italia, Arca Fondi Sgr S.p.A. gestore dei fondi Arca Economia Reale Equity Italia, Arca Economina Reale Bilanciato Italia 30. All of the members were elected from the slate presented by the majority shareholder Zignago Holding S.p.A..

The slate presented by the majority shareholder included the following candidates: Statutory Auditors:

– Carlo Pesce, born in San Martin (Argentina) on March 8, 1951;

– Andrea Manetti, born in Vicenza on September 6, 1979;

– Carmen Pezzuto, born in Sacile (PN) on November 22, 1967;

Alternate Auditors:

Chiara Bedei, born in Padova on February 8, 1969;
Massimiliano Agnetti, born in Venice on March 16, 1973.

The slate presented by the minority shareholder included the following candidates:

Statutory Auditors:

– Alberta Gervasio, born in Udine on September 13, 1965;

Alternate Auditors:

– Cesare Conti, born at Bergamo on March 16, 1963.

The candidates of the slate presented by the majority shareholder were elected with the favourable votes of 114,557,000, while the candidates of the slate presented jointly by the minority shareholders were elected by the favourable vote of 8,913,622 shares. With reference to the slates proposed a total of 24,283 votes were unfavourable. The share capital present with voting rights totaled 85.01% of the entire share capital.

In table 2 attached to the present report sub 2 the number of meetings of the Board of Statutory Auditors during the year is reported along with the relative attendances.

In Attachment 2 a brief description of the personal profiles and professional characteristics of each of the members of the Board of Statutory Auditors is provided, while the offices held at December 31, 2020 by each statutory auditor are reported as an attachment to the Report in accordance with Article 148-bis of the CFA.

The composition of the Board of Statutory Auditors has not changed since the beginning of the year.

During the year the Statutory Auditors met at least quarterly for a total of nine meetings, whose average duration was approx. two and a half hours. The Board of Statutory Auditors also regularly attended the meetings of the Control and Risks Committee, the Related Party Committee and the Appointments and Remunerations Committee.

Four meetings are scheduled for the current year.

The statutory auditor who, on his/her own behalf or that of third parties, has an interest in a determined transaction of the issuer informs the other statutory auditors and the chairman of the Board, in a timely and comprehensive manner, regarding the nature, terms, origin and extent of his/her interest.

The Board of Statutory Auditors reviewed the independence of the independent audit firm, ensuring compliance with regulatory provisions, and the nature and extent of the various services provided to the Company and its subsidiaries by the independent audit firm and its network of firms.

The remuneration of the statutory auditors takes account of the commitment required, the importance of the role, in addition to the size and business sector.

The Board of Statutory Auditors, in discharging its duties, coordinated with the Control and Risks Committee, the Supervisory Board, the Internal Audit department and the DPO.

In compliance with the conduct rules for Boards of Statutory Auditors of listed companies published by the National Council of Certified Public Accountants and Bookkeepers (CNDCEC), the Board of Statutory Auditors has carried out an assessment of:

The suitability of its members and the correct composition of the body, considering the standards of professionalism, competence, integrity and independence that the law demands;
The availability of time and resources appropriate to the complexity of the task.

The Board of Statutory Auditors established the criteria and procedures for self-assessment with regard to the functioning, composition and size of the Board for 2020. Specifically, the selfassessment process was supported by the Chairman of the Board of Statutory Auditors and carried using a questionnaire completed by each Statutory Auditor. The results were communicated to the Board of Statutory Auditors during the meeting held on March 5, 2021.

The questions in the questionnaire aimed to analyse:

I. the size and composition of the Board of Statutory Auditors, with reference also to the characteristics and professional experience of the Statutory Auditors;
II. knowledge of the sector's regulations and the participation of the Statutory Auditors in meetings and the decision-making process.

The questionnaire was completed by each individual Statutory Auditor. Specifically, each Statutory Auditor completed the self-assessment questionnaire, certification of professional requirements and skills, and their curriculum vitae.

Analysis of the results of the questionnaire found that the Board of Statutory Auditors considered its size, composition, operating rules, information flows between itself and other corporate bodies, and the role attributed to the Chairman to be adequate.

The self-assessment document, having been prepared and approved by the Board of Statutory Auditors, was subsequently shared with the Board of Directors.

14. SUBCOMMITTEES:

1. INTERNAL EXECUTIVE COMMITTEE

The Company has set up an executive subcommittee, known as the Internal Executive Committee, whose members include the Group's top Executives, one of whose main tasks is to direct and monitor the operating performance of Group companies.

It also supports the Chief Executive Officer with regard to the most important decisions and ensures a prompt and direct transmission of the same for immediate and effective operations.

This Committee meets at least once a month.

2. ESG COMMITTEE

In order to make sustainability an integral part of the organisation, the Company has established an internal ESG Committee comprising some of the Group's most senior Executives, who are members of the Internal Executive Committee, so as to ensure that all key corporate functions are represented.

At its meeting of May 2, 2019, the Board of Directors of Zignago Vetro formally established this Committee, which meets at least once a month. This organisational model is considered the most appropriate to ensure efficient and effective action with regard to ESG issues.

The ESG Committee is responsible for identifying the Group's ESG policies and strategy. Therefore, it defines the material degree of ESG factors that may have an impact on Zignago Vetro Group's business, investments and stakeholders.

The ESG Committee is also assigned the function of monitoring, analysing and directing all processes, activities, results and initiatives that directly or indirectly concern sustainability issues in Group companies.

The Committee is also responsible for identifying and monitoring the corporate sustainability objectives formally assigned to each corporate function.

The ESG Committee reports to Zignago Vetro's Internal Executive Committee.

15. RELATIONS WITH SHAREHOLDERS

In order to maintain a constant dialogue with the shareholders and the financial world in general, the Company has created an "Investors" function.

On December 22, 2006, the Board of Directors appointed an Investor Relator, in the person of Mr. Roberto Celot, responsible for the relations with the institutional investors and other shareholders; the Investor Relator also maintains the Insider register.

During the year, the Company regularly held meetings with the financial community, some of which were open to all operators within the sector, and the financial press.

For the publication of information to the public, the Company adheres to the principles contained in the "Market Information Guide" and the Regulations and Communications of Consob.

Particular attention is paid to the Company Internet site (www.zignagovetro.com), in which in the "Investors" section, it is possible to view the corporate accounting documents (financial statements, half-yearly statements and quarterly reports etc.), in both Italian and English, as well as other corporate documents addressed to the market (presentations, press releases, financial notices etc.).

16. SHAREHOLDER MEETINGS (as per Article 123-bis, paragraph 2, letter c), CFA)

The Shareholders' Meetings' provide periodic opportunities to meet and communicate with the shareholders. The Ordinary and Extraordinary Shareholders' Meetings are validly constituted through statutory majority.

In the case in which the Shareholders' Meeting is called to approve matters in accordance with law, or to authorise in accordance with the By-Law, a transaction with related parties qualifying as significant in accordance with the internal procedure for transactions with related parties adopted by the Company and the committee for transactions with related parties has expressed a negative opinion in relation to the proposal submitted for approval to the Shareholders' Meeting, the Shareholders' Meeting may approve or authorise this transaction resolving, in addition to the statutory majority required by law, also the favourable vote of the majority of non-related shareholders attending the Shareholders' Meeting, if at the time of the vote such shareholders represent at least 10% of the share capital with voting rights of the Company. Where the non-related shareholders present at the Shareholders' Meeting do not represent the voting capital percentage required, for the approval of the transaction, the reaching of statutory majority will be sufficient. A relevant motion by the Company in accordance with the preceding provisions will also be necessary in the case of significant transactions with related parties approved by the Shareholders' Meeting in relation to which the Committee for Transactions with Related Parties has expressed a negative opinion.

In accordance with law and Article 11 of the By-Laws, the Shareholders' Meetings, both Ordinary and Extraordinary, of the Company are called by the Board of Directors, and may be called in a place other than the registered office although in Italy or in another member state of the European Union, through a notice to be published on the internet site of the Company as well as through the other means established by law and applicable regulations.

The Shareholders' Meeting can be called by the Board of Directors on the request of shareholders holding at least one-twentieth of the share capital, within that provided by Article 2367, final paragraph, of the civil code, or by the Board of Statutory Auditors or by at least 2 of its members. The shareholders which, including jointly, represent at least one-fortieth of the share capital may request supplementation of the matters on the Agenda, or present proposals on matters already on the Agenda, within the limits and manner established by law. The addition of the matters to the Agenda is not permitted for those matters on which the Shareholders' Meeting passes motions, as prescribed by law, on proposals of the Board of Directors or in relation to a project or report prepared by the Board, other than the Report on the Agenda as per Article 125-ter, paragraph 1 of the CFA. The call notice must indicate the day, hour and place for the meeting, the agenda of the meeting and any other information required by current legislation and regulations.

Article 13 of the By-Laws states: all those with voting rights may attend the Shareholders' Meeting, on the provision that such right is declared according to the manner and within the time periods established by the legislation and regulations in force. Each shareholder who has the right to attend the Shareholders' AGM may be represented by others, through written proxy, in accordance with law. Proxy may be granted through a computer-generated document signed in electronic form in accordance with Article 21, paragraph 2 of Legislative Decree No. 82 of March 7, 2005. Electronic notification of proxy to the company may be carried out through e-mail to the certified e-mail address of the company indicated in the call notice. The Company does not appoint an agent for the conferment of proxy by the shareholders. The Chairman of the meeting shall verify the propriety of the proxies and announce the results of the voting.

Those with voting rights may draw up questions on the matters on the agenda, in accordance with the law. The Company has not adopted a shareholders' meeting regulation as it is considered that the statutory powers attributed to the Chairman of the Shareholders' Meeting, who oversees the workings of the meeting, including the determination of the agenda and the voting system, allows them to undertake a correct functioning of the shareholders' meeting, avoiding therefore the risks and the inconvenience which could derive from non-compliance, by the Shareholders' Meeting, of the regulatory provisions.

The Board of Directors reported to the Shareholders' Meeting on the activities carried out and planned at the Shareholders' Meetings and endeavour to ensure shareholders had all necessary information so that they could take, with sufficient knowledge, the decisions within the authority of a Shareholders' Meeting. The Shareholders' Meeting held on April 28, 2020 was attended by 11 out of 13 Directors and 2 out of 3 Statutory Auditors.

During the year, the majority Shareholder did not submit to the Shareholders' Meeting any further matters than those proposed by the Board of Directors.

The Chairman of the Appointments and Remuneration Committee reported to the shareholders on the work of the Committee.

In the year there were no significant changes in the market capitalisation of the shares of Zignago Vetro or in the composition of its shareholders, and therefore the Board does not consider it necessary to evaluate the possibility to propose to the Shareholders' Meeting changes to the by-laws in relation to the percentages established for the exercise of the shares and of the protection of minority shareholders.

17. CHANGES SUBSEQUENT TO THE YEAR-END

In accordance with the new Corporate Governance Code, the Company's Board of Directors meeting of March 12, 2021 introduced a specific Regulation that defines the operating rules of the Board of Directors and its committees. It also appointed a Secretary to the Board of Directors and introduced new Rules of Stakeholder Engagement Regulations.

In addition, during the first half of the year, the Company will introduce the new Related Party Transactions Regulations.

Finally, Zignago Vetro, in order to accept as far as possible the proposals of the Corporate Governance Committee expressed in the letter of the Committee Chairman containing the recommendations for 2021 and published on December 22, 2020, will reserve careful consideration of them (both within each relevant Committee and within the Board), in order not only to assess the degree of effective adherence of the Company to the Code, but also to identify any gaps in the application of the recommendations or in the explanations provided or, in any case, possible areas for improvement in its governance.

18. CONSIDERATIONS ON THE LETTER OF DECEMBER 22, 2020 OF THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

It should be noted that the recommendations formulated in the aforementioned letter were brought to the attention of the members of the Board of Directors and of the Board of Statutory Auditors in relation to their remit and, also on the same date, to the attention of the Appointments and Remuneration Committee, the Control and Risks Committee, the Appointments Committee and the Lead Independent Director.

The recommendations drawn up in the stated letter were examined by the Control and Risks Committee at the meeting of February 1, 2021 and by the Appointments and Remunerations Committee at the meeting of February 1, 2021, within their respective remits.

On March 12, 2021, the same recommendations were considered, even during the self-assessment, in order to identify possible governance developments.

TABLE 1: STRUCTURE OF THE BOARD OF DIRECTORS AND COMMITTEES Control and Risks Committee Appointments and Remuneration Committee Related Party Transactions Committee Office Members Year of birth In office from In office until Date of first appointment Slate (M/m) (A) Exec. Non Exec. Ind. as per Code Ind CFA % (B) No. of other offices (C) (D) (B) (D) (B) (D) (B) Chairman & Chief Executive Officer Paolo Giacobbo ¹⁹⁴⁹ 02/05/2019 Approv. 2021 Accounts 29/04/2010 ^M ^X 100% 2 of which: 2 Chief Executive Officer Roberto Cardini ¹⁹⁵⁵ 01/11/2020 Approv. 2021 Accounts 02/05/2019 M X 100% 2 of which: 2 Vice Chairman Nicolò Marzotto ¹⁹⁶⁸ 02/05/2019 Approv. 2021 Accounts 30/09/2005 ^M ^X 100% 4 of which: 4 Director Alessia Antonelli ¹⁹⁷¹ 02/05/2019 Approv. 2021 Accounts 28/04/2016 M X X X 100% X 100% Director Ferdinando Businaro ¹⁹⁶⁵ 02/05/2019 Approv. 2021 Accounts 22/03/2007 ^M ^X 100% 2 of which: 2 X 100% Director Giorgina Gallo ¹⁹⁶⁰ 02/05/2019 Approv. 2021 Accounts 28/04/2016 M X X X 100% X 100% Director Daniela Manzoni ¹⁹⁶⁹ 02/05/2019 Approv. 2021 Accounts 29/04/2013 ^M ^X ^X ^X 100% ^X 100% Director Gaetano Marzotto ¹⁹⁵² 02/05/2019 Approv. 2021 Accounts 22/03/2007 ^M ^X 100% 4 of which: 2 Director Luca Marzotto ¹⁹⁷¹ 02/05/2019 Approv. 2021 Accounts 22/03/2007 ^M ^X 100% ⁶ of which: 5 X 100% Director Stefano Marzotto ¹⁹⁵⁵ 02/05/2019 Approv. 2021 Accounts 22/03/2007 ^M ^X 100% ⁷ of which: 7 ^X 100% Director Lead Independent Director Franco Moscetti ¹⁹⁵¹ 02/05/2019 Approv. 2021 Accounts 28/04/2016 M X X X 100% 4 X 100% Director Barbara Ravera ¹⁹⁷⁵ 02/05/2019 Approv. 2021 Accounts 02/05/2019 m X X X 100% X 100% Director Manuela Romei ¹⁹⁴³ 02/05/2019 Approv. 2021 Accounts 29/04/2013 M X X X 100% 0 X 100%

DIRECTORS RESIGNING DURING THE YEAR

													Control and Remuneration Risks Committee Committee			Related parties committee
Office	Members	Year of birth	In office from	In office until	Date of first appointment	Slate (M/m) (A)	Exec.	Non Exec.	Ind. as per Code	Ind CFA	% (B)	No. of other offices (C)	(D)	(B)	(D)	(B)	(D)	(B)
		Quorum required for the presentation of slates for last appointment: 2.5%
		Number of meetings held in the year:								BOD: 7		CRC: 3	ARC:3			RPTC: 2

NOTE

(A) In this column M/m is indicated according to whether the Director was elected by the majority (M) or minority (m) slate.
(B) This column indicates the attendance of Directors respectively at Board of Directors and Committee meetings (no. of attendances/no. of meetings held during the effective term of office).
(C) This column indicates the number of offices a Director or Statutory Auditor holds in other companies listed on regulated markets, including foreign markets, in holding, banking or insurance companies or large enterprises, indicating whether the company in which the office is held is part of a Group containing the Issuer (also as Parent Company). This is stated after "of which:".
(D) This column indicates with an "X" whether the member of the BoD is a member of the Committee.

TABLE 2: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS

BOARD OF STATUTORY AUDITORS
Office	Year of Date of first birth appointment		Members	In office from		Slate (M/m) (*)	Ind. as per Code	% (**)	No. Oth. Off. (***)
Chairperson, Board of Statutory Auditors	1965	28/04/2016	Alberta Gervasio	02/05/2019	Approv. 2021 Accounts	m	X	100%	1
Statutory Auditor	1951	16/04/2002	Carlo Pesce	02/05/2019	Approv. 2021 Accounts	M	X	100%	2
Statutory Auditor	1979	02/05/2019	Andrea Manetti	02/05/2019	Approv. 2021 Accounts	M	X	100%
Alternate Auditor	1969	29/04/2013	Chiara Bedei	02/05/2019	Approv. 2021 Accounts	M	X		1
Alternate Auditor	1963	28/04/2016	Cesare Conti	02/05/2019	Approv. 2021 Accounts	m	X		2
STATUTORY AUDITORS RESIGNING DURING THE YEAR
	Quorum required for the presentation of slates for last appointment: 2.5%
	Number of meetings held during the year 9

NOTE

* In this column M/m is indicated according to whether the Director was elected by the majority (M) or minority (m) slate.
** In this column the attendance percentage of the statutory auditors at the meetings of the Board is indicated (No. of attendances/No. of meetings carried out during the effective period of office of the statutory auditor).
*** This column indicates the number of offices of Director or statutory auditor in accordance with article 148-bis of the CFA. The complete list of offices held is published by Consob on its website pursuant to Article 144- quinquiesdecies of the Consob Issuers' Regulations.

Attachment 1 - Summary of the curriculum vitae of the members of the Board of Directors

A brief curriculum vitae of the members of the Board of Directors is provided:

Paolo Giacobbo. He graduated in Engineering from the University of Padua in 1972, completing his military service as an officer in the Alpine division and began working in the hollow glass industry in 1974 (Vetrerie Italiane) as a production engineer. Subsequently he became a production manager and factory director, and as part of the St. Gobain Group carried out roles in general management, direction, coordination and company restructuring in various countries. His last role with this company was as Senior Corporate Executive VP for investment, production, quality, technology, engineering and R&D. Between June 2009 and June 2014 he was president of the European Glass Industry Confederation, Glass Alliance Europe, in Brussels, of which he is still a Director. He is also Chairman of Zignago Vetro Polska and member of the Board of Directors of Zignago Vetro Brosse SAS.

Nicolò Marzotto. Graduated in Economics and Commerce and gained experience, in the following sectors: commercial policies and structures, asset management and trading on currencies and securities, valuation of credit risk, financial and tax product studies, financial consultancy and economic-financial analysis of businesses and groups in specific sectors and marketing techniques. Since 2000, he has been a member of the Board of Directors of various companies controlled by the Marzotto family. He is a member of the Board of Directors of Zignago Vetro Brosse SAS and of Zignago Vetro Polska S.A. He is also directly involved in entrepreneurial initiatives in the catering area.

Roberto Cardini. After graduating in Electronic Engineering from the University of Pisa in 1980, he started his career as a researcher in Selenia S.p.A. - CNR, before becoming of the Electronic Laboratory manager at Sclavo S.p.A., Plant Manager and Technical Director in Calp S.p.A. and later in Seves S.p.A. where he held the position of Operations Director for the Vetromattone sector.

He joined Zignago Vetro S.p.A. in 2010 and from 2011 to 2017 he held the role of General Manager at Huta Skla Czechy S.A. (now Zignago Vetro Polska SA), from 2017 to 2019 he held the position of Operations Director Italy, from 2019 he held the position of General Manager of Zignago Vetro SpA, and since November 2020 he has been the Chief Executive Officer of Zignago Vetro SpA.

He is Chairman of the Management Board of Zignago Vetro Polska and a member of the Board of Directors of Zignago Vetro Brosse SAS.

Alessia Antonelli. Graduated in Law at the Bologna University in 1995.

In 1998 passed the bar exams at the Ancona Appeals Court. In the following year she was appointed Senior Associate in the law firm Grimaldi & Clifford Chance in Milan, initially in the Project Financing sector and subsequently in M&A.

Since 2000 she has gained significant experience in corporate governance and corporate law at Tod's S.p.A., company listed on the Milan Stock Exchange, where she is currently the head of the Corporate Affairs and Governance Office. This activity includes, among others, the coordination and assistance for the corporate boards in setting the governance structure and regarding compliance problems from the preparation and updating of procedures and regulations (internal dealing, inside information, related party transactions etc.), the preparation and maintenance of inter-company contracts. It supports, in addition, the company in dealings with the oversight authorities, preparing the documentation required by the applicable regulation (corporate governance report, remuneration reports, disclosure documents, 120 models, filing models etc.).

Between 1995 and 2000 she collaborated in Commercial and Civil Law, firstly as the Chair of Civil Rights at the Bologna University, and subsequently as the Chair of Private Law at the State University and at the Bocconi University in Milan. Ferdinando Businaro. Graduated in Political Science, following which he completed a Masters in International Economics and Management from the SDA Bocconi of Milan. He has worked in major Italian and foreign businesses, principally in the area of management and market development. He is member of the Board of Directors of various companies including Zignago Holding SpA, Zignago Immobiliare Srl, Santa Margherita SpA, Santex Rimar Group Srl, Santex Rimar A.G. CH, M31 SpA, M31 Srl, and Chairman of Smit Srl, Sole Director of Koris Italia Srl and CEO of Associazione Progetto Marzotto and Fondazione Progetto Marzotto.

Giorgina Gallo. Graduated in Company Administration at Turin University, and completed her managerial training at Cedep de l'Insead at Fontainebleau (Paris). She pursued her career in the multinational company L'Oréal where she covered increasingly important managerial roles until becoming CEO and General Manager of L'Oréal Saipo in 2001, head of two of the largest business units and of the production facilities. From 2008 to 2013 she was Chair and CEO of L'Oréal Italia, sector leader in Italy, which covers all the Group business in the country. She has held various roles in association bodies, including Vice-Chair of Cosmetica Italia, Vice Chair of CentroMarca, member of the boards and councils of Federchimica, Assolombarda, Unione Industriale Torino, GS1-ECR, Upa and Auditel. She has received important institutional recognition for her achievements obtaining, in 2015, the title of "Grande Officiale della Repubblicia Itaaliana" and in 2006 "Chevalier de l'Ordre National du Mérite della Repubblica Francese" and in 2012, the "Premio Bellisario". Since 2014 she has provided strategic consultancy for businesses and retail and is a shareholder in a number of digital start-ups. From 2014 to 2017 she was an Independent Director of Telecom Italia and Autogrill and from 2016 to 2019 of Intesa-S. Paolo. Since 2020 she has been an Independent Director of Cellularline S.p.A.

Daniela Manzoni Suppiej She graduated in Corporate Economics from the Cà Foscari University in 1995.

Between 1995 and 1996 she carried out her Accountancy and Corporate Consultancy apprenticeship at the Michelutti firm of Udine, undertaking a masters at IAL FVG of Pordenone on the international expansion of SME's.

Between 1997 and 2012, she worked for the Coin S.p.A. Group as store manager, buyer and finally product manager, coordinating Fragrances and Cosmetics purchasing and positioning.

Since 2012 she carries out strategic, marketing and development consultancy for companies within the cosmetics and accessories sector.

Gaetano Marzotto. Graduated in Business Economics from the Bocconi University of Milan and carried out professional duties in various companies (Deloitte, Olivetti and Necchi), developing a great deal of experience in the sectors of business finance, management and control. In 1980, he joined the Mazotto Group, where he remained until becoming Vice-Chairman. He was the Chairman of Pitti Immagine and a board member of GGDB Holding SpA.

Between 2000 and the current date he has been Vice-Chairman of J.Hirsch & Co Management & Consulting S.r.l., Chairman of Gruppo Vini Santa Margherita and a Director of Zignago Holding S.p.A., Hugo Boss AG., and Tipo S.p.A. Since 2016 he has been Chairman of Style Capital Sgr S.p.A.

Luca Marzotto. In 1995 he graduated in Law from the "La Sapienza" University in Rome, in the same year he started working at the Marzotto Group.

In 1997, he assumed responsibility for sales in Asian markets for the Marzotto Textile Division, after a training course that spanned the entire production process of the textile-clothing supply chain: from production to management control, to marketing.

In 1998, he was Assistant to the Chief Executive Officer of Guabello S.p.A., a company specialised in the production of the highest quality wool and cashmere fabrics.

In 2000, he was in Tokyo as a Director of Marzotto Japan.

In 2002, he was appointed General Manager of Marzotto Trading Hong Kong, with control over all Marzotto S.p.A.'s activities in Asian markets.

From 2007 to 2012 he was a Director of Banca Popolare Friuladria S.p.A.

In June 2003 he was appointed Director of Marlboro Classics Division, the sportswear division of Valentino Fashion Group S.p.A., and was then a member of the Board of Directors of Valentino Fashion Group until November 2012.

Since December 22, 2006 he has been Chief Executive Officer of ZI.FI S.r.l. now Zignago Holding S.p.A, a holding company providing services and co-ordination for its subsidiaries. He is also Sole Director of Zignago Servizi S.r.l. and director of Multitecno S.r.l. In 2007 he became Director of Zignago Vetro S.p.A., a company listed in the STAR segment. He is also a Director of Vetri Speciali S.p.A., an investee company. On September 30, 2005 he took office at Santa Margherita S.p.A. as Chief Executive Officer and Vice-Chairman, a position he still holds today. In the Wine Group he is Chairman of SM Tenimenti Pile e Lamole and Vistarenni e San Disdagio, Chief Executive Officer of Ca' del Bosco S.r.l. società agricola and Ca' del Bosco Hospitality S.r.l.

He also holds the position of Chairman of the Board of Directors of Zignago Power S.r.l., a company producing electricity from renewable sources, and of the companies Villanova Energia S.r.l. and Villanova Servizi S.r.l.

From 2014 to 2017 he was an Independent Director of Telecom Italia. He also served as Chief Executive Officer of Centervue S.p.A, a manufacturer of medical diagnostic equipment, from March 2017 until 2019.

Always interested in the world of fashion, he has held the position of Director in Golden Goose S.p.A. and GGDB Holding S.p.A. and is currently a member of the Board of Directors, as well as a member of the Working Committee and of the Personnel Committee, of Hugo Boss AG and of the Board of Directors of Forte_Forte S.r.l.

Since May 2018, he has been a member of the Boards of Directors of Santex Rimar Group Srl, Isotex Engineering S.r.l., Sperotto Rimar S.r.l., Solwa S.r.l. and Smit S.r.l., companies producing machinery for the textile industry.

Stefano Marzotto. Graduated in Business Economics at the Ca' Foscari University of Venice and has held many professional positions or management roles with Italian businesses. Since 1980 he has been Responsible for Marketing at Gresicotto S.p.A., a company operating in the construction sector; from 1984 to 1991 he was the Purchasing Office Manager and Director of the Hotel Supply Centre of Jolly Hotel S.p.A.

He was the Chief Executive Officer of Margraf Industria Marmi Vicentini S.p.A. between 1992 and 1996. Since 1988, he has held, and holds, the office of Director in some of the companies belonging to the Marzotto family, among which: Marzotto S.p.A., Gresicotto S.p.A., Zignago Vetro S.p.A., Santa Margherita S.p.A., Cà del Bosco S.r.l. – Società Agricola, Ca' del Bosco Hospitality S.r.l., S.M. Tenimenti Pile e Lamole e Vistarenni e San Disdagio S.r.l. – Società Agricola, Zignago Power S.r.l. and Villanova Servizi S.r.l. Since 2005 he has been the Chairman of Zignago Holding SpA and of Zignago Immobiliare Srl.

Since 2020 he has been Vice-Chairman of Vetri Speciali S.p.A., having held the position of Chairman from April 24, 2017. In November 2020 he was appointed Vice Chairman of Tre-Ve S.r.l.

He is currently also Chairman of Tenute Santa Margherita Srl – Società Agricola, of Cantina Mesa Srl – Società Agricola, Chairman and since January 2019 of Cà Maiol Srl – Società Agricola.

Since September 2017, he has been the Chairman of Gest Hotel Immobiliare Srl and since November of the same year Chief Executive Officer.

Since May 2019, he has been Chairman of the Board of Directors of Tabaf S.r.l. and since December 2020 he has been a Director of HPT S.r.l.

Franco Moscetti. Born in Tarquinia (VT) in 1951, he began his career at the Air Liquide Group in 1973. After various experiences, in 1989 he was appointed General Manager of Vitalaire Italia. In 1995 he was appointed General Manager and CEO of Air Liquide Sanità. In 1999, he was appointed CEO of the parent company Air Liquide Italia. While maintaining his responsibilities in Italy, in 2001 he transferred to Paris where he was head of the Hospital Division at international level and simultaneously, Président-Directeur Général of Air Liquide Santé France. He is a member of the Board of Directors of the most important international branches of the Group.

He received the "Oscar di Bilancio" (non-listed business category) in December 2000 by the then Treasury Minister Vincenzo Visco. In 2002, he was also honoured with the "Stella al merito del Lavoro" and the title "Maestro del lavoro" by the President of the Italian Republic Azeglio Ciampi. In June 2003, he received the "Ambrogino d'Oro" from the Mayor of Milan Gabriele Albertini. On June 2, 2012, he was awarded the "Cavaliere del Lavoro" by President Giorgio Napolitano, and on December 5, 2013 by French Republic Presidential Decree was appointed "Officier de l'Ordre National du Mérite".

From December 2004 until October 2015 he was General Manager and CEO of the Amplifon Group, listed on the Milan Stock Exchange and global leader in the "personal hearing solutions" sector and between November 2016 and June 2018 Chief Executive Officer of 24 Ore Group. He holds a Doctorate Diploma in Economic - Commercial Industrial Sciences from the Akademie Herisau AR (CH).

Barbara Ravera. After graduating in Engineering Management from the Polytechnic of Turin, she has extensive experience in the management of complex business projects thanks to almost 20 years in the role of Senior Project Leader. From April 2001 to November 2007 she worked as Senior Program Manager at H3G SpA, and from December 2007 to December 2008 was Head of Program Management and Internal Audit, as well as Executive Assistant to the Chief Executive Officer of that Company.

From November 2009 to February 2016 she worked at Expo 2015 SpA, first as Manager of the General Plan to prepare Expo 2015 Milan, and then as Director of the Partner Management Office (Private Companies).

Since March 2016 she has been Senior Advisor on large project management and integration operations with risk analysis and critical processes at Business Integration Partners.

Manuela Romei Pasetti she Graduated in Jurisprudence from the University of Padova in 1965.

Between 1965 and 1969 she worked as a lawyer in relation to arbitration, tenders and public works; between 1970 and 1978 she was a Magistrate in Bassano del Grappa and between 1978 and 1987 she was a Magistrate in Venice.

She sat on the Court of Appeal of Venice until 1990, handling many processes, a number of which with important consequences in relation to the issues of drugs and kidnapping.

Between 1990 and 1998 she was the Vice General Prosecutor of Venice, handling preventative measures for the seizure of assets and collaborating – as a member of the commission of Prof. Gallo – on the Law Reform Bill.

Between 1998 and 2002 she acted as a member of the High Court, subsequently from 2002 to 2008 as a General Lawyer of the Milan Prosecutors Office.

Between March 2008 and February 2012 she was the first woman to act as the Chair of the Venice Court of Appeal.

On February 2, 2012, she was appointed as Head of the Department of Juvenile Justice of the Ministry of Justice, with the duty to re-organise the Department, a role which she held until March 31, 2012.

In June 2009 she was awarded the Marisa Bellisario Award "Women for Real Justice";

Between April 1, 2012 and February 25, 2013 (resignation) she was a member of the Supervisory Board of Finmeccanica. Since October 1, 2012 she has been a member of Board of Directors of Banca Nuova. She resigned on December 2, 2016. Since April 29, 2013 she has been a member of the Board of Directors of Zignago Vetro S.p.A.

Attachment 2 – List of offices held by each Director in other listed companies including overseas, in financial, banking and insurance companies or of significant size.

In the table below, the offices held on Board of Directors' or Board of Statutory Auditors' in quoted or non-quoted Statutory Auditor companies by members of the Board of Directors of the Company at December 31, 2020 are reported:

Name	Company	Office
Paolo Giacobbo	Zigango Vetro Brosse SAS	*	Director	**
	Zignago Vetro Polska S.A.	*	Chairman	**
Nicolò Marzotto	Zignago Holding SpA	*	Director	**
	Santa Margherita SpA	*	Director	**
	Zignago Vetro Brosse SAS	*	Director	**
	Zignago Vetro Polska S.A.	*	Director	**
	Retail Food Srl		Chairman & Chief Executive Officer
	Phigi Work	Chairman
Roberto Cardini	Zignago Vetro Polska S.A	*	Chairman	**
	Zignago Vetro Brosse SAS	*	Director	**
Alessia Antonelli	--		--
Ferdinando Businaro	Santex Rimar Group Srl		Chairman
	Santex Rimar A.G. CH		Director
	Zignago Holding SpA	*	Director	**
	M31 SpA		Director
	Koris Italia Srl		Sole Director
	Santa Margherita SpA	*	Director	**
	Zignago Immobiliare Srl	*	Director
	Adant Srl		Director
	M31 Italia Srl		Director
	Associazione Progetto Marzotto		Executive Director
	Fondazione Progetto Marzotto		Executive Director
	Smit Srl		Chairman
	Isotex Engeneering Srl	Director
Giorgina Gallo	Giga 14 Sas		Sole Director
	Cellularline S.p.A.		Independent Director
Daniela Manzoni	--
Gaetano Marzotto	J. Hirsch & Co. Management		Vice-Chairman
	& Consulting Srl
	Zignago Holding SpA	*	Director	**
	Santa Margherita SpA	*	Chairman	**
	Hugo Boss AG		Director on Supervisory Board	**
	Tipo SpA		Director
	Style Capital sgr SpA		Chairman	**
Luca Marzotto	Zignago Holding SpA	*	Chief Executive Officer	**
	Santa Margherita SpA	*	Vice chairman	**
	Ca' del Bosco Srl - Società Agricola *		Chief Executive Officer	**
	Ca' del Bosco Hospitality S.r.l.	*	Chief Executive Officer	**

	S.M. Tenimenti Pile e Lamole	*	Chairman
	e Vistarenni e San Disdagio Srl -
	Società Agricola
	Vetri Speciali SpA	*	Director	**
	Zignago Power Srl	*	Chairman
	Zignago Servizi Srl	*	Sole Director
	Multitecno Srl	*	Director
	Villanova Servizi Srl	*	Chairman
	Villanova Energia S.r.l.	*	Chairman
	Hugo Boss AG		Director and member Working	**
			Personnel Committee
	Forte_Forte Srl		Director
	Isotex Engineering Srl		Director
	Sperotto Rimar Srl		Director
	Solwa Srl		Director
	Santex Rimar Group Srl		Director
	Smit Srl		Director
Stefano Marzotto	Zignago Holding SpA	*	Chairman	**
	Santa Margherita SpA	*	Director	**
	Ca' del Bosco Srl. - Società Agricola *		Director	**
	Ca' del Bosco Hospitality S.r.l.	*	Director	**
	S.M. Tenimenti Pile e Lamole	*	Vice Chairman
	e Vistarenni e San Disdagio Srl -
	Società Agricola
	Tenute Santa Margherita Srl –	*	Chairman
	Società Agricola
	Cantina Mesa Srl – Società Agricola *		Chairman
	Cà Maiol Srl – Società Agricola	*	Vice Chairman
	Vetri Speciali SpA	*	Chairman	**
	Zignago Vetro Polska SA	*	Director	**
	Zignago Power Srl	*	Director
	Zignago Immobiliare Srl	*	Chairman
	Multitecno Srl	*	Chairman
	Villanova Servizi Srl	*	Director
	Gest Hotel Immobiliare S.r.l.	Chairman and Chief Executive Officer
	Tre-Ve S.r.l.		Vice-Chairman
	HPY S.r.l.		Director
	Tabaf S.r.l.	Chairman
Franco Moscetti	Axel Glocal Business Srl		Sole Director
	Diasorin SpA	Director **
	Gruppo Pellegrini SpA		Director
	Fideuram Investimenti Sgr		Director (Vice Chairman)	**
	ASTM Group		Vice-Chairman	**
	Gruppo OVS SpA		Chairman	**
	Clessidra Capital Credit SGR		Director
Barbara Ravera	Business Integration Partners SpA		Senior Manager

Romei Manuela --

* related company

** disclosure pursuant to Article 144-duodecies and thereafter of the Consob Issuer's Regulation (SAIVIC regulation)

Attachment 3 – curriculum vitae of the members of the Board of Statutory Auditors

Alberta Gervasio. She graduated in Economic Sciences and Banking at Udine University and received an Executive Master for Board of Directors and Statutory Auditors of public and private companies at the Business School Il Sole24Ore. Enrolled is in the Auditors' Register since 1999.

She has been a member of Nedcommunity, an association of Non-Executive and Independent Directors, since 2015. After a decade of experience in the auditing sector within the Group Ernst & Young she was appointed Administration and Finance Director of Snaidero Rino Spa.

In 2012, she joined the Bluenergy Group Spa where she is the Chief Executive Officer.

She is the Chairman of the Board of Statutory Auditors of Zignago Vetro Spa since April 28, 2016.

Andrea Manetti. Having graduated in Economics and Business, he has worked as an accountant since 2009. He is currently a partner at Giacobbo e Associati of Vicenza, and previously worked for an international firm of independent auditors.

Giacobbo e Associati carries out consulting activities in the tax, business and corporate sector, and is specialised in extraordinary transactions (acquisitions, disposals, mergers, demergers).

He is the Sole Director of an Independent Audit firm, member of the Boards of Statutory Auditors of listed and unlisted companies, and Sole Director of unlisted companies.

He has been a statutory auditor with Zignago Vetro SpA since May 2019.

Carlo Pesce. Carlo Pesce. Graduated in Economics and Commerce from the University of Studies of Venice "Ca' Foscari".

He is a member of the Accountants' Register of Venice and of the Auditors' Register. He is involved in tax, corporate and financial statements consultancy with businesses.

He is a founding partner of Studio Grimani & Pesce, Certified Accountants, with head offices in Venice Mestre.

He is a member of the Board of Statutory Auditors of various Italian companies, Chairman of the Board of Statutory Auditors of the co-operative credit institution, a member of the Supervisory Board of foreign companies and member of the Credit Union Audit Board. He is an expert in business and corporate evaluations.

He has been a statutory auditor with Zignago Vetro SpA since March 22, 2007.

Chiara Bedei. Graduated in Economics and Commerce from the University of Studies of Venice "Ca' Foscari" in 1994. Member of the Accountants Register of Padova since 1998 and of the Auditors Register since 1999. In 1996 she became a Professional Consultant at the Studio Associato di Consulenza Tributaria of Padova, becoming an Associate in 2007. He has been a Partner of the firm since January 2012.

He has been an alternate auditor with Zignago Vetro SpA since April 29, 2013.

Cesare Conti. He is Director of the Master's degree in Finance at the Bocconi University in Milan, where he is also professor of Business Finance. He teaches "Business Finance", "Financial Management & Markets" and "Financial Risk Management in Companies", for undergraduate, graduate and Master courses in Italian and in English. He is author of numerous publications in: 1) corporate finance, business evaluation and finance; 2) management of business risk and financial risks; 3) governance, management, reporting, valuations and reporting in financial statements of derivative products; 4) enterprise risk management.

He is an independent financial advisor to companies, banks, private equity funds, public bodies and legal/professional firms on issues relating to company valuations and extraordinary corporate finance and financial risk management transactions, focusing particularly on M&A, new indebtedness, refinancing, debt restructuring and the settlementrestructuring-closure of derivatives.

Court-Appointed Technical Consultant (CTC) and Party-Appointed Technical Consultant (PTC) for companies, banks and public entities, focusing on litigation on issues related to corporate valuations, corporate financing, corporate risk management and the use of derivative financial instruments in companies.

He is enrolled in the Register of Chartered Accountants of Milan and the Register of Auditors and Technical Consultants of the Court of Milan.

He has been an alternate auditor with Zignago Vetro SpA since April 28, 2016.

ZIGNAGO VETRO S.p.A. Registered office: Fossalta di Portogruaro (VE), Via Ita Marzotto 8

AI assistant

Zignago Vetro — Governance Information 2021

4402_rns_2021-03-30_d743a030-e5a1-4618-ba63-3c15714ae841.pdf

Corporate Governance and Ownership Structure Report

CONTENTS

GLOSSARY

1. PROFILE OF THE ISSUER

Shareholders' Meeting

Board of Directors

Control and Risks Committee

Appointments and Remuneration Committee

The Related Parties Transactions Committee

Lead Independent Director

Board of Statutory Auditors

Independent Audit Firm

Supervisory Board

Executive officer for financial reporting

Internal Audit Manager.

Code of Ethics

2. DISCLOSURES ON SHAREHOLDERS (ARTICLE 123, PARAGRAPH 1 OF THE CONSOLIDATED FINANCE ACT)

a) Shareholders (as per Article 123-bis, paragraph 1, letter a), CFA)

b) Restriction on the transfer of shares (as per article 123-bis, paragraph 1, letter b), CFA)

c) Significant holdings (as per article 123-bis, paragraph 1, letter c), CFA)

d) Shares which confer special rights (as per article 123-bis, paragraph 1, letter d), CFA)

e) Employee shareholdings: voting mechanism (as per Article 123-bis, paragraph 1, letter f), CFA)

f) Voting restrictions (as per article 123-bis, paragraph 1, letter f), CFA)

g) Shareholder agreements (as per article 123-bis, paragraph 1, letter g), CFA)

h) Change of control clause (as per article 123-bis, paragraph 1, letter h), CFA)

i) Power to increase the share capital and authorisation to purchase treasury shares (as per Article 123-bis, paragraph 1, letter a), CFA)

l) Direction and coordination activities (as per Article 2497 of the Civil Code)

3. COMPLIANCE

4. BOARD OF DIRECTORS

4.1. APPOINTMENT AND REPLACEMENT (as per Article 123-bis, paragraph 1, letter l), CFA)

4.2. COMPOSITION (as per article 123-bis, paragraph 2, letter h), CFA)

4.3. ROLE OF THE BOARD OF DIRECTORS (as per article 123-bis, paragraph 2, letter d), CFA)

4.4. EXECUTIVE BODIES

Information provided to the Board of Directors and Board of Statutory Auditors

4.5. OTHER EXECUTIVE DIRECTORS

4.6. INDEPENDENT DIRECTORS

4.7. LEAD INDEPENDENT DIRECTOR

5. PROCESSING OF CORPORATE INFORMATION

6. INTERNAL COMMITTEES TO THE BOARD (as per Article 123-bis, paragraph 2, letter d) CFA)

7. APPOINTMENTS AND REMUNERATION COMMITTEE

8. REMUNERATION OF DIRECTORS

9. CONTROL AND RISKS COMMITTEE

10. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

10.1. DIRECTOR IN CHARGE OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

10.2.INTERNAL AUDIT MANAGER

10.3.ORGANISATION MODEL pursuant to legislative decree 231/2001

10.4.INDEPENDENT AUDIT COMPANY

10.5.EXECUTIVE OFFICER FOR FINANCIAL REPORTING AND OTHER CORPORATE ROLES AND FUNCTIONS

10.6. COORDINATION OF THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM.

11. TRANSACTIONS WITH RELATED PARTIES

12. APPOINTMENT OF STATUTORY AUDITORS

13. COMPOSITION AND OPERATION OF THE BOARD OF STATUTORY AUDITORS (as per Article 123-bis, paragraph 2, letter d) CFA)

14. SUBCOMMITTEES:

1. INTERNAL EXECUTIVE COMMITTEE

2. ESG COMMITTEE

15. RELATIONS WITH SHAREHOLDERS

16. SHAREHOLDER MEETINGS (as per Article 123-bis, paragraph 2, letter c), CFA)

17. CHANGES SUBSEQUENT TO THE YEAR-END

18. CONSIDERATIONS ON THE LETTER OF DECEMBER 22, 2020 OF THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

NOTE

TABLE 2: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS

NOTE

Attachment 1 - Summary of the curriculum vitae of the members of the Board of Directors

Attachment 2 – List of offices held by each Director in other listed companies including overseas, in financial, banking and insurance companies or of significant size.

Attachment 3 – curriculum vitae of the members of the Board of Statutory Auditors

More from Zignago Vetro

Zignago Vetro Governance Information 2021