Technogym S.p.A.

TGYM

IT0005162406

Recreational Products

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Technogym S p A : Report on corporate governance and ownership structure

Published on 04/10/2026 at 03:30 am EDT

Publicnow

TECHNOGYM S.P.A.

+1.14%

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE PURSUANT TO ART. 123-BIS OF ITALIAN LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998

(Traditional Administration and Control Model) Issuer: Technogym S.p.A.

Website: https://corporate.technogym.com

Report reference year: 2025

Date of approval of the Report: 19 March 2026

CONTENTS GLOSSARY AND DEFINITIONS

ISSUER PROFILE 9
INFORMATION ON OWNERSHIP STRUCTURE AT THE DATE OF THIS REPORT 12
COMPLIANCE (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER A), PART ONE, OF THE CONSOLIDATED FINANCE LAW) 20
BOARD OF DIRECTORS 20
1. Role of the Board of Directors 20
2. Appointment and replacement (pursuant to Art. 123-bis, paragraph 1, letter l),
  part one, of the Consolidated Finance Law) 23
3. Composition (pursuant to Art. 123-bis, paragraph 2, letters d) and d-bis) of the Consolidated Finance Law) 27
4. Operation of the Board of Directors (pursuant to Art. 123-bis, paragraph 2, letter
  d) of the Consolidated Finance Law) 34
5. Role of the Chair of the Board of Directors 36
6. Delegated bodies 37
7. Other Executive Directors 43
8. Independent Directors 49
9. Lead Independent Director 50
PROCESSING OF COMPANY INFORMATION 51
COMMITTEES WITHIN THE BOARD OF DIRECTORS 54
SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - APPOINTMENT AND REMUNERATION COMMITTEE 55
APPOINTMENT AND REMUNERATION COMMITTEE 55
DIRECTORS' REMUNERATION 59
CONTROL, RISK AND SUSTAINABILITY COMMITTEE 60
1. Functions of the Control, Risk and Sustainability Committee 61
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 64
1. Director in charge of the Internal Control System 69
2. Head of the Internal Audit function 70
3. Coordination Measures 71
4. Organisational Model pursuant to Legislative Decree 231/2001 71
5. Independent Auditors 73
6. Financial Reporting Manager 74
INTERESTS OF DIRECTORS AND TRANSACTIONS WITH RELATED PARTIES 75
APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS 75
AUDITORS 78
RELATIONS WITH SHAREHOLDERS 81
SHAREHOLDERS' MEETINGS 82
OTHER CORPORATE GOVERNANCE PRACTICES 85
CHANGES AFTER THE END OF THE REFERENCE YEAR 85
CONSIDERATIONS ON THE LETTER DATED 18 DECEMBER 2025 OF THE CHAIR OF THE CORPORATE GOVERNANCE COMMITTEE 85

TABLES 87 TABLE 1 RELEVANT SHARE CAPITAL HOLDINGS 87 TABLE 2 BOARD OF DIRECTORS AND COMMITTEES STRUCTURE 88 TABLE 3 BOARD OF STATUTORY AUDITORS STRUCTURE 91 GLOSSARY AND DEFINITIONS

Shareholders' Meeting:			meeting of the shareholders of the Issuer.
Director in Charge:			the Director in charge of the Company's internal control and risk management system, appointed on 9 May 2024.
Judicial Authority:			any judicial, administrative, tax, ordinary and special authority in any procedure, at any level and in any court.
Borsa Italiana:			Borsa Italiana S.p.A., with registered office in Milan, Piazza degli Affari No. 6.
Chapter:			each chapter of this Report.
Self-Governance Code:			the Self-Governance Code for listed companies approved in March 2006 by the Corporate Governance Committee (and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria), most recently amended in July 2018, as replaced by the Corporate Governance Code.
Code/Corporate Governance Code:			the Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee (and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria), applicable from the first financial year commencing upon 31 December 2020.
Italian Civil Code/C.C.:			the Italian Civil Code.
Board of Statutory Auditors:			the Board of Statutory Auditors of the Issuer.
Control, Risk Committee:	and	Sustainability	the internal committee of the Board of Directors set up in compliance with Recommendations No. 16, 17 and 32, letter c), of the Corporate Governance Code.
Committee for Transactions with Related Parties:			the committee for transactions with related parties, established within the Board of Directors pursuant to the Related Party Regulations.
Appointment Committee:	and	Remuneration	the internal committee of the Board of Directors set up in compliance with Recommendations No. 16, 17, 19 and 20 of the Corporate Governance Code.
Board of Directors:			the board of directors of the Issuer.

CONSOB:	Commissione Nazionale per le Società e la Borsa (National Commission for Companies and the Stock Exchange) with registered office in Rome, Via G.B. Martini No. 3.
Subsidiaries or Subsidiary Companies:	the companies directly and indirectly controlled by the Issuer pursuant to Art. 2359 of the Italian Civil Code and Art. 93 of the Consolidated Finance Law (TUF).
Date of Admission to Trading or Trading Start Date:	first day of trading of Shares on the MTA, i.e., 3 May 2016.
Recipients:	all those who have access to Confidential or Insider Information as defined in Chapter 5 of this Report.
Information Document:	information document drafted pursuant to Art. 84-bis of the Issuers' Regulations and in compliance with Scheme No. 7 of Annex 3A to the same Issuers' Regulation.
Head of the Internal Audit function:	person in charge of the Internal Audit function of the Company, appointed on 11 May 2016.
Financial Reporting Manager:	executive in charge of drafting the company's financial reports, appointed by the Board of Directors in compliance with Art. 154-bis of the Consolidated Finance Law and Art. 25 of the Articles of Association.
Qualifying Right in Rem:	right in rem entitling to the vote (full title ownership with voting right, bare ownership with voting right or usufruct with voting right).
Italian Legislative Decree 231/2001:	Italian Legislative Decree of 8 June 2001 No. 231, as amended, containing "Regulations governing the administrative liability of legal entities, companies and associations with or without legal status, pursuant to Art. 11 of Italian Law No. 300 of 29 September 2000".
Special List:	special list established and regulated by Art. 7 of the Articles of Association.
Financial Year:	the financial year that ended on 31 December 2025.
ESRS	the sustainability reporting principles defined in Delegated Regulation (EU) 2023/2772 of the Commission of 31 July 2023.
EXM:	Euronext Milan organised and managed by Borsa Italiana
Flag Holding LLC:	Flag Holding LLC, with registered office at PO Box 43399, Abu Dhabi, UAE.
Glasenberg	Shareholder Ivan Glasenberg.

Group or Technogym Group:	jointly, the Company and the companies directly or indirectly controlled by it from time to time, pursuant to Art. 2359 of the Italian Civil Code and Art. 93 of the Consolidated Finance Law.
Investor Relator:	person managing and coordinating the relations with the shareholders.
Directions on Borsa Italiana Regulations:	directions on the regulations of the markets organised and managed by Borsa Italiana in force at the date of this Report.
Model:	the model of organisation, management and control provided for by Italian Legislative Decree 231/2001, adopted by the Board of Directors.
NIF Holding:	NIF Holding (Italy) S.r.l., with registered office at Via Paleocapa 1, Milan (MI), tax code and VAT no. 13206440961.
SB or Supervisory Board:	supervisory board established to monitor the operation and compliance of the Model, established by the Board of Directors pursuant to Italian Legislative Decree 231/2001.
Relevant Transactions:	transactions defined as such in Chapter 5 of this Report.
Paragraph:	each paragraph of this Report.
Relevant Period:	period of 24 months from inclusion in the Special List.
2023-2025 Performance Shares Plan:	the 2023-2025 Performance Shares Plan which, on 29 March 2023, the Board of Directors resolved to propose to the Shareholders' Meeting called for 5 May 2023.
2024-2026 Performance Shares Plan:	the 2024-2026 Performance Shares Plan which, on 25 March 2024, the Board of Directors resolved to propose to the Shareholders' Meeting called for 7 May 2024.
2025-2027 Performance Shares Plan:	the 2025-2027 Performance Shares Plan which, on 26 March 2025, the Board of Directors resolved to propose to the Shareholders' Meeting called for 7 May 2025.
2026-2028 Performance Shares Plan:	the 2026-2028 Performance Shares Plan which, on 19 March 2026, the Board of Directors resolved to propose to the Shareholders' Meeting called for 5 May 2026.
Procedure:	procedure regulating the internal management and external communication of documents and information on the Company, approved by the Board of Directors and in force at the time.
Internal Dealing Procedure:	procedure on internal dealing adopted by the Company pursuant to Art. 19 of MAR (Market Abuse Regulation),

	Delegated Regulation 522 and Delegated Regulation 523, as amended by the Board of Directors on 09 May 2024.
Procedure for Transactions with Related Parties:	procedure regulating transactions with related parties approved by the Board of Directors at the meeting on 11 May 2016, as last amended by the Board of Directors' meeting on 17 February 2023.
Register-Related Procedure:	procedure regulating the set-up, management and update of the Register.
Proposed Delegation for the 2026-2028 Performance Shares Plan:	the proposal to delegate to the Board of Directors the right to increase the share capital approved by the Board of Directors on 19 March 2026.
Listing:	the admission of Technogym ordinary shares to EXM (formerly MTA) listing, from Trading Start Date, pursuant to the order of admission to listing issued by Borsa Italiana.
Register:	register created pursuant to MAR, containing the list of the persons who, because of their working or professional activity or functions performed, have access to Insider Information, even with a delay.
Delegated Regulation 522:	Delegated Regulation of the European Commission No. 2016/522 dated 17 December 2015.
Delegated Regulation 523:	Delegated Regulation of the European Commission No. 2016/523 dated 10 March 2016.
Borsa Italiana Regulations:	regulations of the markets organised and managed by Borsa Italiana, approved by the Shareholders' Meeting of Borsa Italiana, as in force at the date of this Report.
Issuers' Regulation:	regulation on issuers, issued by Consob with Resolution No. 11971 of 14 May 1999, as amended and supplemented.
MAR:	Regulation (EU) No. 596/2014 on market abuse, as amended and supplemented.
Market Regulations:	regulations on markets, issued by CONSOB by Resolution No. 20249 of 28 December 2017, as amended and supplemented.
Related Party Regulations:	regulations on transactions with related parties, approved by Consob by Resolution No. 17221 of 12 March 2010, as amended and supplemented.
Report:	this Report on corporate governance and ownership structure, drafted pursuant to Art. 123-bis of the Consolidated Finance Law.
Remuneration Report:	report on the remuneration policy and compensation paid drafted pursuant to Art. 123-ter of the Consolidated

	Finance Law and Art. 84-quater of the Issuers' Regulation and in compliance with Scheme No. 7-bis of Annex 3A to the same Issuers' Regulation.
Control and Risk Management System:	internal control and risk management system adopted by Technogym.
SPAC:	SPAC S.A., with registered office in Zurich (Switzerland), Bahnhofstrasse no. 16, tax code CHE-108.813.929
Technogym, Company or Issuer:	Technogym S.p.A., with registered office in Cesena, Via Calcinaro, 2861, listed in the Business Register of the Chamber of Commerce of Romagna-Forlì-Cesena and Rimini, VAT No. 06250230965.
Independent Auditors:	auditing firm listed in the Register of Independent Auditors held at the Italian Ministry of Economy and Finance, appointed to audit the accounts of the Issuer.
Articles of Association:	articles of association of the Company in force at the date of this Report.
Technogym Emirates:	Technogym Emirates LLC, with registered office in Al Fattan Executive Building Offices 1-6 /SH1, Jumeirah Road, P.O. Box 115158, Dubai, UAE.
Technogym Village:	headquarters of the group, located at Via Calcinaro 2861, Cesena (FC) and including factories, offices and green areas.
TGH:	TGH S.r.l., with registered office in Cesena (FC), Corte Don Giuliano Botticelli 51, tax code, VAT and Business Register of Forlì-Cesena and Rimini No. 0450879041.
Consolidated Finance Law (TUF):	Italian Legislative Decree No. 58 of 24 February 1998, as amended and supplemented.
Wellness Solutions:	Wellness Solutions LLC, with registered office in Dubai, UAE, P.O. BOX 115158.

Where not otherwise specified, the definitions in the Corporate Governance Code must be considered cited by reference: Directors, Executive Directors, Independent Directors, Significant Shareholder, Chief Executive Officer (CEO), Board of Directors Control Body, Business Plan, Company with Concentrated Ownership, Large Company, Sustainable Success and Top Management.

Moreover, where not otherwise specified, in the sections referring to the material content of the ESRS, the definitions set out in the ESRS must also be considered cited by reference. Specifically, the definitions referring to: Active and Passive Corruption, Administrative, Management and Supervisory Body, Affected Communities, Business Model, Consumers, Corporate Culture, Discrimination, Employee, End-User, Harassment, Impacts, Independent Members of the Board of Directors, Indigenous Peoples, Lobbying Activities, Management and Supervisory Body, Materiality, Metrics, Non-Employees, Objective, Opportunities, Own Workforce, Policy, Risks, Stakeholders, Suppliers, Sustainability Impacts, Sustainability Matters, Sustainability Opportunities, Sustainability Risks, Sustainability Statement, Value Chain and Workers in the Value Chain.

‌ISSUER PROFILE
Mission
The Technogym Group is one of the leading groups in the international fitness equipment market in terms of sales volumes and market share. The Technogym Group offers wellness solutions, in particular for physical exercise (fitness), athletic training (sport) and physical rehabilitation therapy (personal health), addressed to the main segments of the fitness equipment market and more in general to the more broadly defined wellness sector. These solutions are characterised by technological innovations and attention in the design and functionality of products and services. The range of products offered by the Technogym Group includes equipment that has received very good reviews by final users and professionals - as well as several international awards for industrial design - and that over time has contributed to positioning the Technogym brand in the top market range at the international level.
On 3 May 2016, the ordinary shares of Technogym were admitted to trading on Euronext Milan - EXM (formerly Mercato Telematico Azionario) organised and managed by Borsa Italiana.
Sustainability issues have always been integrated in a natural and organic way into the Company's business model. For years, in fact, wellness philosophy has guided action, strategies and business processes, from product development to production and logistics, to marketing and communication activities, up to the workplace wellness project dedicated to all our collaborators in the world. In line with these principles, on 25 February 2021, the Board of Directors, on 25 February 2021 approved the Company's Sustainability Policy, available on the Company's website at https://corporate.technogym.com/en/sustainability/documents, which defines the objectives to be achieved by 2025, as aligned with some United Nations "Sustainable Development Goals". In line with the commitments and responsibilities defined in previous years, on 11 February 2026, the Board of Directors verified and confirmed the new Sustainability Plan ("Sustainability Plan"), which defines the Group's targets up to 2030 and is available on the Company's website at https://corporate.technogym.com/en/sustainability. The Board of Directors, supported by the Control, Risk and Sustainability Committee, supervises the initiatives aimed at achieving the objectives defined in the Sustainability Plan, in order to pursue the sustainable success of the Company.
In 2025, Technogym moved forward - with determination - on the path taken in previous years, focusing on implementing actions on issues related, for example, to climate change, diversity and inclusion, and a responsible business approach, as well as monitoring the level of achievement of the targets set. As part of those actions, the 2024 Double Materiality Analysis (DMA) was updated, confirming the materiality of the matters previously identified and strengthening the consistency among strategic priorities, impacts, risks and opportunities generated and stakeholder expectations. The process included the structured involvement of the corporate functions and management, making
it possible to consolidate the oversight on material topics both at own operations level and along the entire value chain.
The implementation of these initiatives within the Company's business model is subject to constant monitoring by top management and reporting, up to 2023, within the Consolidated Non-Financial Statement, published by the Company pursuant to Italian Legislative Decree No. 254/2016. Starting in 2024, this is reported in the section of the Report on Operations in the Company's Financial Statements, called Sustainability Reporting (the "Sustainability Reporting") and prepared pursuant to Italian Legislative Decree no. 125 of 6 September 2024, which transposed EU Directive 2464/2022 ("Corporate Sustainability Reporting Directive" or "CSRD"). For more details, see the Sustainability Report, available on the Company's website, in the section https://corporate.technogym.com/it/investor-relations/results/reports-and-presentation, along with the Annual Report for the year 2025.
In addition, pursuant to the Corporate Governance Code, the Issuer qualifies as a "large company" (meaning companies whose capitalisation exceeded 1 billion Euro on the last trading day of the previous three calendar years), and "company with concentrated ownership" (meaning a company in which one or more shareholders who participate in a shareholder voting agreement have, directly or indirectly, a majority of the votes that can be exercised at a Shareholders' Meeting). By virtue of this double qualification, the Issuer made use of certain specific simplification options afforded by the Corporate Governance Code in compliance with the principle of proportionality introduced therein, with particular reference to the frequency of the Board's self-assessment and the formulation of guidelines on the quantitative and qualitative composition considered optimal for the administrative body in view of its renewal, as specified in Section 7 of this Report, below.
Business purpose
Pursuant to Art. 3 of the Articles of Association, as amended by the Extraordinary Shareholders' Meeting of 3 December 2024, the Company's purpose is to conceive, design, develop, produce, hire, grant for use, sale, wholesale or retail trade, import and export equipment, machines, accessories and, products and services intended for use, or usable, for physical exercise and in activities for the purpose of wellness, as well as the related installation, consultancy, assistance and repair, and services inherent to the same. The business purpose of the Company also includes the invention, design, development, production, lease, licensing, franchising, sale, wholesale and retail trading, import and export of software applications, also in the cloud, electronic devices to measure biometric or movement parameters, and hardware products, including the management of on-line platforms, and the related installation, advice, assistance and repair and other services, provided that these activities are functional, related or instrumental to physical activity and wellness. The Company can also provide management of gyms and physical therapy centres.
The Company may purchase, exchange, acquire in any other form, manage and sell stocks and bonds as well as equity investments and interests in other companies operating in the same sector, or in similar or related sectors. The Company may also provide technical, administrative and financial coordination and assistance, as well as cash pooling services, for the companies of the Group; it may also provide services of marketing, promotion, sales assistance and advice to these affiliated companies and take care of the publicity, promotion and use of the company brands.
Therefore, the Company may carry out all industrial, financial, commercial operations as well as those involving moveable and immoveable property, in order to achieve the company purpose or connected to it, either directly or indirectly, including providing consultancy activities in all sectors of the Company's operation, granting sureties also in the form of objective bank bonds and collateral securities for the benefit of third parties and acquiring and disposing of interests, quotas and shareholdings in other companies or businesses, either already established or being established, in Italy and abroad.
All these activities must be carried out within the limits and in compliance with the standards that regulate their exercise and with the legal and regulatory provisions on activities reserved to those registered with professional boards, orders, or registers in force at the time. Notably, financial activities must be carried out in compliance with the relevant legal and regulatory provisions in force at the time and in any case never with the public.
Company organisation
Technogym's governance model, as provided for in its Articles of Association, is the traditional form of administration and control consisting of the following bodies:
- Meeting of Shareholders;
- the Board of Directors, within which a chair and possibly a deputy chair, one or more Chief Executive Officers and an executive committee are appointed; and
- the Board of Statutory Auditors.
  The powers and operating procedures of the corporate bodies are governed by the law, the Articles of Association and the resolutions passed by the competent bodies, as appropriate.
  For a more complete description of the governance structure of Technogym, we note that at the date of this Report the following were in office:
- executive in charge of drafting the Company's financial reports, most recently appointed on 16 November 2022, pursuant to Art. 154-bis of the Consolidated Finance Law and Art. 25 of the Articles of Association ("Financial Reporting Manager");
- The Committee for Transactions with Related Parties ("Committee for Transactions with Related Parties"), most recently appointed on 9 May 2024 within the Board of Directors, pursuant to the Related Party Regulations;
- the committee for the internal control, risks and sustainability ("Control, Risk and Sustainability Committee"), most recently established within the Board of Directors on 9 May 2024, pursuant to Recommendations No. 16, 17 and 32, letter c) of the Corporate Governance Code;
- the appointment and remuneration committee ("Appointment and Remuneration Committee"), most recently established within the Board of Directors on 9 May 2024, pursuant to Recommendations No. 16, 17, 19 and 20 of the Corporate Governance Code;
- the director in charge of the internal control and risk management system, most recently
  appointed on 9 May 2024 (the "Director in Charge of the Internal Control System");
- the Head of the Internal Audit function, appointed on 11 May 2016, ("Head of Internal Audit");
- the supervisory board (the "SB"), most recently established by the Board of Directors on 9 May
2024, pursuant to Legislative Decree 231/2001.
On 07 May 2024, EY S.p.A. was appointed by the Ordinary Shareholders' Meeting to audit the accounts of Technogym, for the years from 2025 to 2033 included.
The Issuer does not fall within the definition of SME pursuant to Art. 1, paragraph 1, letter w-quater.1) of the Consolidated Finance Law and Art. 2-ter of the Issuers' Regulation.

‌INFORMATION ON OWNERSHIP STRUCTURE AT THE DATE OF THIS REPORT

Structure of the share capital (pursuant to Art. 123-bis, paragraph 1, letter a) of the Consolidated Finance Law)

The Issuer's share capital, fully subscribed and paid-in, is equal to Euro 10,066,375.00, divided in 201,327,500 ordinary shares without specification of a nominal value. There are no other share categories. Each Share gives the right to one vote, apart from what will be said below on special voting rights.

Pursuant to Art. 7 of the Articles of Association, a shareholder will have right to two votes for each share, if the following conditions are both met:

the same party is entitled to exercise voting rights (or, in the case where the same parties are entitled to joint ownership of the Qualifying Right in Rem (as defined further below)) under a qualifying right in rem (full ownership with voting rights, ownership of remainder title with voting rights or ownership of life interest with voting rights) (the "Qualifying Right in Rem") for a continuous period of at least 24 (twenty-four) months;
the condition set out in point (a) is certified (i) by continuous registration, for a period of at least 24 (twenty four) months, in special list specifically established and governed by this Article (the "Special List"").

Article 7 of the Articles of Association, as amended by the Extraordinary Shareholders' Meeting of 3 December 2024, also provides that parties entitled to double votes based on the above also have the right to one additional vote per share at the expiry of each 12 (twelve) month period commencing (i) from the acquisition of the double vote referred to above or, if subsequent to the acquisition, (ii) from the date of registration in the Companies' Register of the resolution of the Shareholders' Meeting to amend the Articles of Association passed on 3 December 2024. The additional voting increase may in no case exceed a maximum of 10 (ten) votes per share.

For the acquisition of each additional voting increment, it is necessary:

that the voting right has been held by the same person (or, in the case where the same parties are entitled to joint ownership of the Qualifying Right in Rem) by virtue of Qualifying Right in Rem for a continuous period of at least 12 (twelve) months;
that the condition set out in point (a) be certified by continuous registration, for a period of at least 12 (twelve) months, in the Special List.

The increase in voting rights shall be effectively acquired as of the fifth trading day of the calendar month subsequent to that of completion of the Relevant Period from the registration on the Special List.

In derogation to the above provisions, for the purposes of participation in the Shareholders' Meeting, the increase in voting rights accruing by virtue of the completion of the Relevant Period from the registration on the Special List will have effect on the so-called record date provided for under the laws and regulations in force for the time being in relation to the right to participate and vote in the Shareholders' Meeting, even if preceding the fifth trading day of the calendar month subsequent to

that of completion of the Relevant Period from the registration on the Special List. Where the conditions described above have been satisfied, the right holder will be entitled to exercise increased voting rights in the manner laid down in the laws and regulations in force for the time being.

At the date of this Report, the Company's share capital amounted to Euro 10,066,375.00, composed of 201,327,500 ordinary shares: (i) ordinary shares with voting rights amount to 133,318,957, out of a total of 201,327,500 ordinary shares; (ii) ordinary shares with the right to two votes amount to 0 out of a total of 201,327,500 ordinary shares; and (iii) ordinary shares with the right to three votes amount to 68,008,543 out of a total of 201,327,500 ordinary shares. At the date of this Report, the Company holds 2,036,145 treasury shares. The table below shows the share capital structure of Technogym

S.p.A. on the date of this Report.

SHARE CAPITAL STRUCTURE
	No. shares	% on share capital	Voting rights	% of total voting rights	Listin g	Rights and obligations
Total ordinary shares	201,327,500	100%	337,344,586	100%	EXM	Pursuant to the law and the Articles of Association
- of which, entitled to regular dividends	133,318,957	66.22%	133,318,957	39.52%	EXM	Pursuant to the law and the Articles of Association
- of which with special voting rights (2 votes per share)	-	-	-	-	EXM	Pursuant to the law and the Articles of Association
- of which with special voting rights (3 votes per share)	68,008,543	33.78%	204,025,629	60.48%	EXM	Pursuant to the law and the Articles of Association

Apart from the provisions concerning increased voting rights, all ordinary shares of Technogym give to holders the same rights, which may be exercised without restrictions.

On 5 May 2023, the Company's Extraordinary Shareholders' Meeting resolved to grant the Board of Directors, pursuant to Art. 2443 of the Civil Code, the power to increase the share capital, for a period of five years from 5 May 2023, up to a maximum amount of Euro 35,000 (thirty-five thousand/00), without consideration, in one or more tranches, issuing up to a maximum of 700,000 (seven hundred thousand/00) new ordinary shares with no indication of nominal value, with the same characteristics as those in circulation, entitled to regular dividends, at an issue value equal to the book value of

Technogym shares at the date of execution of the delegation by allocating the corresponding maximum amount of profits and/or profit reserves resulting from the latest financial statements approved from time to time pursuant to Art. 2349 of the Italian Civil Code, issuing Company Shares to employees of the Company or Subsidiaries, to ensure the implementation of the incentive plan for Technogym employed management known as "2023-2025 Performance Shares Plan" (the "2023-2025 Performance Shares Plan"), according to the terms, conditions and methods set forth therein (the "Delegation for the 2023-2025 Performance Shares Plan"). The 2023-2025 Performance Shares Plan, approved by the Board of Directors on 29 March 2023, provides for the allocation without consideration of a given number of shares of the Company when specific conditions are met and specific prerequisites are maintained. The Shares must be allocated within the 60th calendar day after the approval of the IFRS consolidated financial statements of the Group for the year ended as at 31 December 2025. For more information concerning the 2023-2025 Performance Shares Plan, please refer to the Remuneration Report drafted pursuant to Art. 123-ter of the Consolidated Finance Law, available at the registered office and on the website of the Company at https://corporate.technogym.com/en/governance/shareholders-meetings.

On 7 May 2024, the Company's Extraordinary Shareholders' Meeting resolved to grant the Board of Directors, pursuant to Art. 2443 of the Civil Code, the power to increase the share capital, for a period of five years from 7 May 2024, up to a maximum amount of Euro 35,000 (thirty-five thousand and 00/100), without consideration, in one or more tranches, issuing up to a maximum of 700,000 (seven hundred thousand 00/100) new ordinary shares with no indication of nominal value, with the same characteristics as those in circulation, entitled to regular dividends, at an issue value equal to the book value of Technogym shares at the date of execution of the delegation by allocating the corresponding maximum amount of profits and/or profit reserves resulting from the latest financial statements approved from time to time pursuant to Art. 2349 of the Italian Civil Code, issuing Company Shares to employees of the Company or Subsidiaries, to ensure the implementation of the incentive plan for Technogym employed management known as "2024-2026 Performance Shares Plan" (the "2024-2026 Performance Shares Plan"), according to the terms, conditions and methods set forth therein (the "Delegation for the 2024-2026 Performance Shares Plan"). The 2024-2026 Performance Shares Plan, approved by the Board of Directors on 25 March 2024, provides for the allocation without consideration of a given number of shares of the Company when specific conditions are met and specific prerequisites are maintained. The Shares must be allocated within the 60th calendar day after the approval of the IFRS consolidated financial statements of the Group for the year ended as at 31 December 2026. For more information concerning the 2024-2026 Performance Shares Plan, please refer to the Remuneration Report drafted pursuant to Art. 123-ter of the Consolidated Finance Law, available at the registered office and on the website of the Company at https://corporate.technogym.com/en/governance/shareholders-meetings.

On 7 May 2025, the Company's Extraordinary Shareholders' Meeting resolved to grant the Board of Directors, pursuant to Art. 2443 of the Civil Code, the power to increase the share capital, for a period of five years from 7 May 2024, up to a maximum amount of Euro 35,000 (thirty-five thousand and 00/100), without consideration, in one or more tranches, issuing up to a maximum of 700,000 (seven hundred thousand 00/100) new ordinary shares with no indication of nominal value, with the same characteristics as those in circulation, entitled to regular dividends, at an issue value equal to the book value of Technogym shares at the date of execution of the delegation by allocating the corresponding maximum amount of profits and/or profit reserves resulting from the latest financial statements approved from time to time pursuant to Art. 2349 of the Italian Civil Code, issuing Company Shares to employees of the Company or Subsidiaries, to ensure the implementation of the incentive plan for Technogym employed management known as "2025-2027 Performance Shares Plan" (the "2025-2027 Performance Shares Plan"), according to the terms, conditions and methods set forth therein (the "Delegation for the 2025-2027 Performance Shares Plan"). The 2025-2027 Performance Shares Plan, approved by the Board of Directors on 26 March 2025, provides for the allocation without consideration of a given number of shares of the Company when specific conditions are met and specific prerequisites are maintained. The Shares must be allocated within the 60th calendar day after the approval of the IFRS consolidated financial statements of the Group for the year ended as at 31 December 2027. For more information concerning the 2025-2027 Performance Shares Plan, please

refer to the Remuneration Report drafted pursuant to Art. 123-ter of the Consolidated Finance Law, available at the registered office and on the website of the Company at https://corporate.technogym.com/en/governance/shareholders-meetings.

On 19 March 2026, the Board of Directors also resolved to propose to the Company's Shareholders' Meeting to grant the Board of Directors, pursuant to Art. 2443 of the Italian Civil Code, for a period of five years from the date of the resolution, the powers to increase the share capital, without consideration, in one or multiple tranches, pursuant to Art. 2349 of the Italian Civil Code, by a maximum of Euro 35,000 by issuing up to a maximum of 700,000 ordinary shares, at an issue value equal to the book value of Technogym shares at the date of execution, to be fully recognised as an equity item and awarded to the beneficiaries of the 2026-2028 Performance Shares Plan ("Proposed Delegation for the 2026-2028 Performance Shares Plan").

Restrictions on the transfer of securities (pursuant to Art. 123-bis, paragraph 1, letter b), of the Consolidated Finance Law)
There are no restrictions on the transfer or possession of securities, nor clauses requiring approval to become a shareholder of the Company.
Relevant holdings in the capital (pursuant to Art. 123-bis, paragraph 1, letter c), of the Consolidated Finance Law)
The relevant holdings in the share capital of Technogym, direct or indirect, according to the communications received by the Company, pursuant to Art. 120 of the Consolidated Finance Law, on the date of this Report, are listed in Table 1 of the Annex.
Securities which confer special rights (pursuant to Art. 123-bis, paragraph 1, letter d), of the Consolidated Finance Law)
There are no securities conferring special control rights, nor parties entitled to special rights pursuant to the articles of association and the legal provisions in force.
For special voting rights, we refer to that which was said in Paragraph 2 a) above.
Equity investments of employees: mechanism for the exercise of voting rights (pursuant to Art. 123-bis, paragraph 1, letter e) of the Consolidated Finance Law)
There is no mechanism that excludes or limits the direct exercise of the right to vote by the beneficiaries of the 2023-2025 Performance Shares Plan, the beneficiaries of the 2024-2026 Performance Shares Plan or the beneficiaries of the 2026-2028 Performance Shares Plan (the latter, if approved by the Shareholders' Meeting).
Restrictions to the right to vote (pursuant to Art. 123-bis, paragraph 1, letter f) of the Consolidated Finance Law)
There are no mechanisms to restrict the voting rights of Shareholders, apart from the terms and conditions for the exercise of the right to take part and vote in Shareholders' Meeting described in Chapter 16 of this Report.
Agreements between Shareholders (pursuant to Art. 123-bis, paragraph 1, letter g) of the Consolidated Finance Law)
The Company is not aware of any agreement between Shareholders pursuant to Art. 122 of the Consolidated Finance Law.
Change of control clauses and provisions of the Articles of Association on takeover bids Change of control clauses (pursuant to Art. 123-bis, paragraph 1, letter h) of the Consolidated Finance Law)
The Company and its Subsidiaries, within their sales activity, have concluded sales agreements (for example, distribution or joint venture, supply, etc.) that, as it is common practice on international markets, include clauses that give each party the power to rescind the agreement if there is a direct and/or indirect change in the control of the other party outside of some explicit exceptions. Similar clauses are found in some lending agreements. We describe below the terms of the main agreements that include clauses of this type.
Joint venture agreements for the establishment of Technogym Emirates LLC
On 1 June 2007, Technogym and Wellness Solutions LLC ("Wellness Solutions") signed an agreement known as joint venture company formation agreement for the establishment of Technogym Emirates LLC ("Technogym Emirates"), a limited liability company for the distribution of Technogym equipment and services in the UAE, established under UAE law, of which 51% is held by Wellness Solutions and 49% by Technogym.
On the same day, Wellness Solutions, Technogym and Technogym Emirates signed a shareholders' agreement setting conditions and terms for the operation of Technogym Emirates; a later deed (contract of establishment) of Technogym Emirates, was signed on 19 September 2007 by Technogym and Wellness Solutions. On 22 July 2012, Flag Holding LLC ("Flag Holding") acquired the entire equity investment held by Wellness Solutions in Technogym Emirates: therefore, on the same day, Flag Holding signed a deed of acceptance of the shareholders' agreement of Technogym Emirates, taking over from Wellness Solutions the rights and obligations deriving from the shareholders' agreement, the contract of establishment and the joint venture company formation agreement.
The shareholders' agreement contains, inter alia, a clause of change of control, pursuant to which, in the case of a change of control in Flag Holding or Technogym (including the persons that respectively control them), the other party will have right to buy the equity investment of the party which has undergone the change of control, at a price to be agreed among the parties or, in the absence of an agreement, set by a third independent party according to the market value of the Technogym Emirates shares. The listing or the admission to the trading of Technogym shares on any regulated market is expressly excluded as a case of change of control pursuant to the shareholders' agreement.
In April 2017, Alaslab International Investment LLC ("Alaslab") acquired the entire equity investment held by Flag Holding in Technogym Emirates: on the same day, Alaslab signed a deed to accept the shareholders' agreement of Technogym Emirates, taking over from Flag Holding the rights and obligations deriving from the Shareholders' agreement, the contract of establishment and the joint venture company formation agreement.
Crédit Agricole Italia loan
On 28 April 2023, 2 May 2023 and 11 September 2023, Crédit Agricole Italia and Technogym signed separate long-term loan agreements for a total of Euro 25 million each, with fixed maturity for both agreements of 36 months from the date of signing (with term-out option to extend the maturity by a further 12 months only for that signed on 28 April 2023), which can be used by the Issuer to support liquidity needs related to the Group's business operations.
Both loans envisage, inter alia, mandatory early repayment of the loan, payment of accrued interest and all other amounts due pursuant to the financial documents within thirty days of a change of control (i.e. the circumstance in which the reference shareholder ceases to hold the office of Chair of the Board of Directors of the beneficiary and/or ceases to have direct or indirect significant influence over the beneficiary pursuant to the Regulation on related party transactions adopted by CONSOB with
Resolution No. 1722 of 12 March 2010, as amended and supplemented), without prejudice to the loan maturity date which cannot be exceeded.
Cassa Depositi e Prestiti loan
On 15 June 2023, Cassa Depositi e Prestiti and Technogym signed an agreement for a medium/long-term loan for a total of Euro 25 million, which can be used by the Issuer to support liquidity requirements related to the Group's business operations, with maturity on 15 June 2028.
The loan in question envisages, inter alia, mandatory full early repayment in the event of a change of control (i.e. in even one only of the following circumstances: (i) any event that determines the acquisition of direct and/or indirect control of the loan beneficiary by one or more parties other than the significant shareholders (as defined in the agreement); as well as (ii) the loss by the significant shareholders (as defined in the agreement), for any reason and despite holding direct or indirect control of the beneficiary, of the power to designate the majority of members of the administrative body of the beneficiary.
Banco BPM loan
On 25 July 2023 and 11 September 2023, Banco BPM and Technogym signed two separate unsecured "revolving" loan agreements for a total amount of Euro 15 million each, maturing 24 July 2026 and 11 September 2026, respectively, which can be used by the Issuer to support liquidity needs related to the Group's business operations.
Both loans envisage, inter alia, mandatory full early repayment of the loan - without penalties payable to the lending bank and within twenty business days of the date on which the related event occurs -when there is a change of control (i.e. the circumstance in which the reference shareholder ceases to hold the office of Chair of the Board of Directors of the beneficiary and/or ceases to have direct or indirect significant influence over the beneficiary pursuant to the Regulation on related party transactions adopted by CONSOB with Resolution No. 1722 of 12 March 2010, as amended and supplemented).
Deutsche Bank loan
On 4 August 2023, Deutsche Bank and Technogym signed an agreement for a medium/long-term loan for a total of Euro 15 million, maturing on 4 August 2027, which can be used by the Issuer to support liquidity requirements related to the Group's business activities.
The loan in question envisages, inter alia, the mandatory full early repayment of the loan - without penalties available to the lending bank and within twenty business days from the date on which the related events occur - when there is a change of control (i.e. the circumstance in which the reference shareholders directly or indirectly jointly cease: (i) to hold a share of at least 50.1% of the voting rights at ordinary and extraordinary shareholders' meeting of the financed company, (ii) to have the power to designate the majority of members of the control body of the financed company).
Intesa Sanpaolo loan
On 30 July 2024, Intesa Sanpaolo and Technogym signed a loan agreement for a revolving credit line for a maximum total of Euro 15 million, maturing in 3 years from the date of entering into the contract (i.e. on 30 July 2027), which can be used by the Issuer to support liquidity requirements related to the Group's business activities. The loan in question provides, inter alia, that the bank may withdraw from the contract and shall have the right to obtain the satisfaction of any credit claims deriving from the contract if the reference shareholder, Nerio Alessandri, ceases to hold the office of Chair of the Board of Directors of Technogym and/or ceases to have direct or indirect dominant influence over the Issuer pursuant to the CONSOB Regulation on transactions with related parties.
Statutory provisions relating to takeover bids (pursuant to Articles 104, paragraph 1-ter, and 104-bis, paragraph 1)
With reference to the current provisions on takeover bids, the Articles of Association contains an explicit derogation to the authority of the Shareholders' Meeting on defences at the time of public offers for purchase or exchange on the Shares of the Company (known as "passivity rule"), as set forth in Art. 104, paragraph 1, of the Consolidated Finance Law.
Pursuant to Art. 23.3 of the Articles of Association of the Company, the Board of Directors, and any representative of this, without the need for authorisation by the Shareholders' Meeting, may:
1. carry out all actions and operations coming under their competence which may conflict with the objectives of an Initial Public Offering for acquisition or exchange, from the communication by which the decision or the obligation to make the offer arises are made public, to the closure or expiry of the offer concerned;
2. implement decisions coming under their competence which are not yet implemented in whole or in part and do not come within the Company's normal course of business, taken prior to the communication referred to above and whose implementation may conflict with the achievement of the objectives of the offer.
In addition, we note that the Articles of Association of Technogym do not expressly provide for the application of the neutralisation rules considered by Art. 104-bis, paragraphs 2 and 3 of the Consolidated Finance Law.
Powers to increase share capital and authorisations to purchase of treasury shares (pursuant to Art. 123-bis, paragraph 1, letter m) of the Consolidated Finance Law)
With reference to the Delegation for the 2023-2025 Performance Shares Plan, the Delegation for the 2024-2026 Performance Shares Plan, the Delegation for the 2025-2027 Performance Shares Plan and for the Proposed Delegation for the 2026-2028 Performance Shares Plan, please refer to Paragraph
2.a) above.
On 19 March 2026, the Board of Directors also resolved to propose to the Company's Shareholders' Meeting called for 5 May 2026 to authorise the same Board of Directors, subject to revocation of the authorisation to purchase treasury shares granted by the Shareholders' Meeting of 7 May 2025 for the remaining period, to purchase ordinary Technogym shares without nominal value, in one or more tranches, also on a revolving basis, up to the maximum number of (treasury) shares of 20,000,000 and in any case within the maximum limit set by Art. 2357, paragraph 3 of the Italian Civil Code, for a period of 18 months from the date of the shareholders' meeting resolution, using any of the procedures specified by the joint provisions of Art. 132 of the Consolidated Finance Law and 144-bis of the Issuers' Regulation and, in any case, with any other procedures allowed by the legal and regulatory provisions in force at the time on this issue, both Italian and EU, and in compliance with all applicable laws and regulations, including Italian and EU legal and regulatory provisions on market abuse, with the sole exception of the purchase procedures specified in Art. 144-bis, letter c) of the Issuers' Regulation. According to the proposal submitted to the Shareholders' Meeting, the purchase transactions must be carried out at price conditions that comply with the provisions of Art. 3, paragraph 2, of Delegated Regulation No. 2016/1052/EU and, in any case the purchases must be at a price per share that cannot be more than 20% (twenty per cent) higher or lower than the reference price recorded by the share in the stock market session preceding each individual transaction or in the market session prior to the date of announcement of the transaction, in accordance with the technical methods identified by the Board of Directors.
With the exception of the above, at the date of this Report, no powers have been granted to the directors to increase share capital for a consideration, in one or multiple tranches, nor have the directors been granted the power to issue obligations convertible in either ordinary or saving shares or with warrants valid for the underwriting of shares.
Activity of management and coordination (pursuant to Art. 2497 et seq. of the Italian Civil Code)
At the date of this Report, TGH (company resulting from the demerger of Wellness Holding S.r.l.) holds 33.78% of the share capital and 60.47% of the Company's voting rights and, therefore, controls the Issuer pursuant to Art. 93 of the Consolidated Finance Law. TGH is in turn indirectly controlled by Nerio Alessandri, Chair of the Board of Directors and Chief Executive Officer of the Company, through Oiren S.r.l. (which holds 75% of the share capital of TGH). However, pursuant to Art. 2497 et seq. of the Italian Civil Code, the Issuer is not subject to direction and coordination by TGH or by any other company or entity in the control chain through which Nerio Alessandri controls TGH, as acknowledged most recently in the meeting of the Board of Directors of the Company held on 11 February 2026. In particular, after reviewing the factual circumstances, the Board of Directors of Technogym concluded that none of the activities which usually constitute direction and coordination, pursuant to Art. 2497 et seq. of the Italian Civil Code, was carried out by TGH or by another company or entity. By way of example but not limited to the following, the Board of Directors has acknowledged that:
- management decisions are not centralised at the parent companies;
- Technogym has full negotiating autonomy in its relations with customers and suppliers, without any external interference by TGH or other company or entity in the latter's control chain;
- there are no intra-group loans, nor common financial plans or cash pooling systems involving TGH or other company or entity that is part of the latter's control chain;
- there are no ongoing transactions or projects based on activities or resources shared between Technogym and TGH or other company or entity that is part of the latter's control chain for the purposes of achieving economies of scale;
- the Company's and the Group's strategic, business, financial and/or budgetary plans are prepared and executed independently by Technogym and there are no joint business, financial or strategic plans in place with TGH or with another company or entity that is part of the latter's control chain;
- the review and approval of the organisational structure of the Group and the assessment of the suitability of the organisational, administrative and accounting structure of the Company and the Group pertains to the Board of Directors of Technogym;
- no policies, procedures or directives have been issued by TGH or by another company or entity
  that is part of the latter's control chain;
- no business, organisational or financial act, guideline or deed related to Technogym or to the Group had been promoted or authorised by TGH or other company or entity that is part of the latter's control chain.
  * * *
  Lastly, we note that:
- the information required by Art. 123-bis, paragraph 1, letter i) of the Consolidated Finance Law (on "the agreements between the companies and the directors [...] that provide for indemnities in the case of resignation or dismissal without just cause or if their employment relationship is terminated after a bid") is provided in the Remuneration Report, available at the registered
  office and on the website of the Company (https://corporate.technogym.com/en/governance/shareholders-meetings);
- the information required by Art. 123-bis, paragraph 1, letter l) of the Consolidated Finance Law (on "the provisions that apply to the appointment and replacement of directors [...] as well as to the amendment of the articles of association, if different from the legal and regulatory provisions applicable in a supplementary capacity") is described in the section of this Report devoted to the Board of Directors (Paragraph 4.2 below) and the section dedicated to Shareholders' Meetings (Chapter 16), respectively.

‌COMPLIANCE (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER A), PART ONE, OF THE CONSOLIDATED FINANCE LAW)
With regard to the Financial Year, Technogym adheres to the Corporate Governance Code in force at the date of the Report, applying its contents, as specified below, during the same year. The applicable version of the Code is updated to 1 January 2021 and accessible to the public on the website of the Corporate Governance Committee at the following page: https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020eng.en.pdf.
The corporate governance system of the Company is completed by the provisions of the Articles of Association and the Regulations of the Shareholders' Meeting. The Company's corporate governance system is based on the principles set forth in the Corporate Governance Code (formerly the Self-Governance Code) and, more in general, on best practices, adapted to take into account the Company's specific characteristics and of the activities carried out.
This Report was drafted also on the basis of the instructions provided by Borsa Italiana on the format of corporate governance reports (10th edition, December 2024).
Neither the Company nor its Subsidiaries are subject to non-Italian legal provisions with an influence on the corporate governance structure of Technogym.
‌BOARD OF DIRECTORS
1. ‌Role of the Board of Directors
  Pursuant to existing legislation for companies with shares listed on regulated markets, and in accordance with the recommendations of the Corporate Governance Code, the Board of Directors plays a central role in the company's governance system.
  Pursuant to Art. 23 of the Articles of Association, the management of the Company is the exclusive authority of the Board of Directors. The Board will be vested with the widest powers for the ordinary and extraordinary management of the Company and, will be entitled to exercise all powers necessary for the implementation of the Company Object which are not reserved, by law or these Articles on a compulsory basis, to the Shareholders' Meeting.
  Without prejudice to the concurrent competence of the Shareholders' Meeting, Art. 23.2 of the Articles of Association also provides for the Board of Directors to resolve on:
  1. the merger of companies fully owned under the terms as set forth in Art. 2505 of the Italian Civil Code or those in which at least a 90% interest is held pursuant to Art. 2505-bis of the Italian Civil Code;
  2. the opening or closing of branches;
  3. the specification of which Directors have the power to represent the Company;
  4. the reduction in share capital in the case of withdrawal of a shareholder;
  5. the amendments to the Articles of Association to ensure compliance with legal provisions;
  6. the move of the registered office to another location in Italy. Article 2436 of the Italian Civil Code will apply in any case.
    The Board of Directors, and any representative of this, have also the power, without the need to request authorisation by the shareholders' meeting, to:
    1. carry out all actions and operations coming under their competence which may conflict with the objectives of an Initial Public Offering for acquisition or exchange, from the communication by which the decision or the obligation to make the offer arises are made public, to the closure or expiry of the offer concerned;
    2. implement decisions coming under their competence which are not yet implemented in whole or in part and do not come within the Company's normal course of business, taken prior to the communication referred to above and whose implementation may conflict with the achievement of the objectives of the offer.
    The following tasks are expressly reserved to the Board of Directors: (i) the definition of the corporate governance system of the Issuer; (ii) the approval of guidelines for the preparation of the strategic, business and financial plans; (iii) the approval of the operating plan and the annual budget.
    The Board has assessed the general operating performance, taking into account, in particular, the information received from the delegated bodies and comparing on a regular basis, at least quarterly, the results obtained with those planned, according to the recommendations of the Corporate Governance Code. At the meeting of 03 March 2025 and, most recently, at the meeting of 25 February 2026, the Board of Directors also approved the Company's annual budget with reference to 2025 and 2026, respectively.
    As further detailed in the previous Paragraph 1 of this Report, the issues of sustainability have always been integrated in a natural and organic way into the Company's business model, constituting the philosophy of wellness as the guiding criterion for the action, strategies and business processes of the Company and of the group. The Board of Directors, assisted by the Control, Risks and Sustainability Committee, supervises the initiatives aimed at pursuing the sustainable success of the company, including those designed to achieve the objectives of the Sustainability Plan, the implementation of which is scrupulously monitored. The Board of Directors is responsible for monitoring the impacts, risks and opportunities related to sustainability issues, with the support of the Control, Risks and Sustainability Committee. In that regard, sharing the results of the Double Materiality Analysis (DMA) with the Control, Risks and Sustainability Committee and the Board of Directors ensures that the main corporate bodies are suitably informed about the sustainability aspects that are material for the Group, ensuring that these topics are fully integrated into defining company strategy, decisions relating to significant operations and the process of risk management and control (GOV-1 22a; GOV-2 26a). In support of that responsibility, in addition to the skills and knowledge of the members of Technogym's Board of Directors in the sector, and in the financial, economic and legal fields, they boast a wide range of skills and knowledge in the ESG (Environmental, Social, and Governance) field, also developed thanks to their participation in specific courses and webinars on the subject. Some of them have also explored ESG issues through subscriptions to specialist publications and documents issued by their professional association. Others integrate these topics into their university teaching and professional activities as Statutory Auditors and Directors. This combination of academic, professional and practical experience ensures that Technogym's administrative and control bodies possess the necessary expertise to effectively address and manage sustainability issues, ensuring compliance with regulations and reducing the likelihood of regulatory violations.
    For more details on the responsibilities and capacities of the administration, direction and control bodies on sustainability issues, refer to the Sustainability Reporting 2025 ("Governance bodies" section of the "General Information" chapter) of the Company's Report on Operations.
    Furthermore, meetings of the Control, Risk and Sustainability Committee and the Board of Directors are planned, to which managers responsible for ESG issues and the reporting process are periodically invited to inform the Directors about the development of projects and initiatives in the ESG area and the implementation of the provisions of the Sustainability Plan approved by the Board.
    In this area, since the first year of non-financial reporting, the Group has identified the sustainability aspects on which to focus, starting a process of materiality analysis that has evolved over time, with the aim of continuous improvement. Until 2023, the materiality analysis carried out by Technogym had focused exclusively on impacts (inside-out perspective). For its 2024 reporting, in accordance with current regulations, a more structured update of the materiality analysis was carried out in line with the principle of Double Materiality, referred to in the ESRS 1 "General Requirements" standard.
    The final results of the 2024 Double Materiality analysis were shared with the members of the Control, Risks and Sustainability Committee, the Board of Statutory Auditors and, subsequently, the Double Materiality analysis was approved by the Board of Directors of Technogym.
    In 2025, the process was strengthened further by a review of the analysis, which added an additional dedicated step, carried out with the main corporate functions to validate the results arising and confirm the materiality of the topics identified in the previous year. In order to identify the relevant impacts, risks and opportunities, a threshold mechanism was adopted that provided for the positioning of all IROS (impacts, risks and opportunities) within a matrix. For reasons of consistency, the latter was the same as that used for Enterprise Risk Management (ERM).
    Following the checks conducted during the year, the Double Materiality Analysis was confirmed, most recently by the Board of Directors on 11 February 2026, keeping the material topics unchanged on the previous year.
    For further information, see Sustainability Reporting 2025 (Section "Sustainability Governance") of the Report on Operations in the Company's Financial Statements.
    The Board of Directors defines the practical guidelines for the internal control and risk management system. The Risks, Control and Sustainability Committee continuously monitors the activities designed to manage the main risk components of the company's business, by analysing the risk analysis and mapping processes in order to obtain a broader and more integrated risk management model. In addition, making use of the documents produced and the analysis carried out on the management control system, also with the support of external consultants, and the subsequent updates provided on the issue by the internal audit function and the Control, Risk and Sustainability Committee, the Board of Directors has verified the operation and the effectiveness of the management control system of the Group, without identifying major difficulties according to the provisions of the guidelines and the standards set by Borsa Italiana.
    The Board of Directors constantly monitors the entry into force of regulatory updates on governance, evaluating all appropriate actions to adapt its governance model to the laws and regulations in force from time to time.
    The Board of Directors, after preliminary investigation by the Control, Risk and Sustainability Committee, periodically assesses the adequacy of the organisational and accounting structure of the Company and its subsidiaries. These assessments were conducted by the Board of Directors on 26 March 2025 and, most recently, on 19 March 2026. In particular, during the various meetings in the Financial Year, the Board of Directors has reviewed the Company's organisation, also in relation to the executive reorganisation, considering it to be appropriate, in terms of its size and complexity and its specific characteristics.
    The Board of Directors is involved in the decisions regarding operations of the Company and/or its subsidiaries that are of strategic, economic, equity or financial importance for the Company, resolving the related terms and conditions. On 6 March 2017, the Board of Directors set general criteria, unchanged at the date of this Report, to identify the transactions that have a significant strategic, economic, capital or financial relevance for the Issuer, identifying as such all transactions involving the assumption of commitments and the execution of payments up to Euro 25,000,000 (twenty-five million), or its equivalent in another currency, for each individual transaction. The Board of Directors resolves on the adoption of a procedure for the internal management and external communication of documents and information concerning the Company, with particular reference to privileged information. On 16 March 2016, the Board of Directors approved the Company's procedure for the treatment of inside information, subsequently amended by the Board itself on 4 August 2016 and on 28 March 2018, following the entry into force of EU Regulation No. 596/2014 on market abuse. The aforementioned procedure is available on the Company's website at https://corporate.technogym.com/en/governance/reports-and-documents. For additional information regarding the processing of corporate information, please refer to Section 5 of this Report.
    Concerning the policy for managing dialogue with shareholders and investors approved by the Board of Directors on 27 October 2021 (available on the Company's website at https://corporate.technogym.com/en/governance/reports and documents#2021), please refer to Section 15 of this Report.
    In line with the recommendations of the Corporate Governance Committee for 2026, the Company started the necessary actions to adopt a policy for dialogue with relevant stakeholders other than shareholders by the end of the year. That policy will be submitted for the approval of the Board of Directors and will define the criteria and procedures for interacting with the categories of stakeholders identified, assign internal responsibilities and guarantee suitable reporting to the Board on the outcome of the dialogue. The goal is to ensure a structured, transparent approach, promoting the contributions of stakeholders in defining company strategies and in reporting on sustainability. The Company will provide updates on the progress in the next Corporate Governance Report.
    During the year, the Board of Directors did not deem it necessary to suitable to draw up justified proposals to submit to the Shareholders' Meeting to define a corporate governance system for suitable to the needs of the company, as the current system was deemed adequate.
    * * *
    Lastly, it should be noted that pursuant to Art. 16.3 of the Articles of Association, until otherwise resolved by the Shareholders' Meeting, the directors are not bound by the non-competition obligation under Art. 2390 of the Italian Civil Code.
2. ‌Appointment and replacement (pursuant to Art. 123-bis, paragraph 1, letter l), part one, of the Consolidated Finance Law)
  Pursuant to Art. 16 of the Articles of Association, the Company is managed by a Board of Directors elected by the Shareholders' Meeting and consisting of a number of members set by the Shareholders' Meeting before the appointment, between seven and fifteen.
  The Directors elected are in office three years or for the period set at the time of the appointment by the Shareholders' Meeting, which in any case shall not exceed three years. They shall be eligible for re-election.
  All Directors must meet the requirements of eligibility, professionalism and integrity set by legal and regulatory provisions.
  Pursuant to Art. 147-ter of the Consolidated Finance Law, at least two directors must also meet the independence requirements there specified.
  In compliance with the legal and regulatory provisions applicable to listed companies, Art. 16 of the Articles of Association provides for the appointment of the Board of Directors to be made by the Shareholders' Meeting on the basis of lists presented by shareholders, according to the procedure set forth in Art. 17 of the Articles of Association and described below.
  The Board of Directors holding office and shareholders who, alone or together with others, are, at the moment of the presentation of the list, owners of a total percentage shareholding of at least the size laid down by CONSOB by regulation pursuant to Article 147-ter of the Consolidated Finance Law, will have the right to present lists. In this regard, note that, with reference to the year, with CONSOB executive decision No. 155 of 27 January 2026, the percentage equity investment required, pursuant to Art. 144-quater of the Issuers' Regulation, to present a list of the candidates for the election of the administration and control bodies of Technogym was set at 1%.
  Each shareholder, shareholders being parties to a Shareholders' Agreement relating to the Company of relevance pursuant to Article 122 of the Consolidated Finance Law, the controlling party, subsidiary companies and those subject to common control and other parties between whom there is a relationship (including an indirect relationship) of connection pursuant to the laws and regulations in force for the time being, may not present or contribute to the presentation of, including by intermediary or trust company, more than one list nor may they vote for different lists. Each candidate may appear only on one list, being otherwise deemed ineligible. Each list carries the names of the candidates, with a sequential number; the number of candidates cannot exceed the number of members to be elected.
  Any list with a number of candidates equal or below 7 must include and identify at least 1 candidate with the independence requirements set according to the legal and regulatory provisions in force at the time for independent directors. Any list with a number of candidates above 7 must include and identify at least 2 candidates with the independence requirements set according to the legal and regulatory provisions in force at the time for independent directors. If those obligations are not fulfilled, the list is deemed as not presented.
  In addition, for the period of application of the legal and regulatory provisions in force at the time on gender balance, any list presenting at least 3 candidates must also include candidates of both genders, so that at least two-fifths (rounded up) of candidates belong to the less represented gender. If those obligations are not fulfilled, the list is deemed as not presented.
  The lists must be filed at the offices of the Company, also remotely, following the procedures specified in the call notice, and made available to the public in the terms and with the procedures specified by legal and regulatory provisions in force at the time.
  The lists must be accompanied by the following:
  1. the information relating to the identity of the shareholders presenting the lists with an indication of the total percentage shareholding owned, without prejudice to the fact that the certification showing the ownership of such shareholding may be produced subsequently to the lodging of the lists, so long as within the time limit laid down for the publication of the lists by the Company;
  2. a declaration of shareholders other than those owning, including jointly, a controlling or relative majority shareholding, attesting to the absence of relationships of connection, including indirect relationships, pursuant to the laws and regulations in force for the time being, with the latter;
  3. exhaustive information on the personal and professional characteristics of the candidates with a possible indication of their suitability and qualifications to act as independent directors pursuant to the law in force for the time being (and/or pursuant to the Ethical Codes relating to company governance promoted by companies managing regulated markets that may have been adopted by the Company), together with a declaration by the same candidates confirming their satisfaction of the pre-requisites laid down by the laws and regulations in force for the time being and by the Articles including those concerning propriety and, where applicable, independence and their acceptance of the candidacy and the office if elected;
  4. any other additional or different statement, information and/or document required by the legal and regulatory provisions in force at the time.
    If these obligations are not fulfilled, the list is deemed as not presented.
    The vote of each shareholder is given to a list and therefore, automatically, to all candidates on the list, without changes, additions or exclusions.
    The election of the Board of Directors takes place as follows:
    1. the lists that have obtained a percentage of votes less than the half of the percentage required for their presentation are not taken into account;
    2. all Directors to be elected but one are taken, in the progressive order with which they are indicated in the list, from the list that obtained the highest number of votes;
    3. the remaining Director to be elected is taken from the list that obtained the second highest number of votes after the one in (b), votes given by shareholders who are not related in any way, not even indirectly, pursuant to the legal and regulatory provisions in force at the time with the shareholders who have presented or voted the list as set forth in (b) above.
    In case of parity between lists, priority is given to the list presented by the shareholders with the largest equity investment or, subordinately, by the largest number of shareholders.
    If, at the end of the voting, a sufficient number of directors satisfying the pre-requisites of independence laid down by the law in force for the time being has not been elected, the candidate not satisfying such pre-requisites elected as the last on the basis of the numerical order on the list receiving the most votes will be excluded, and such candidate will be replaced by the first candidate not elected on the same list satisfying such pre-requisites of independence according to the numerical order of the same. The above procedure, if necessary, will be repeated until reaching the number of independent directors to be elected. If, on the completion of such replacement procedure, the composition of the Board of Directors does not comply with the minimum number of directors satisfying the pre-requisites of independence laid down by the law in force for the time being, the replacement will be made by means of resolution passed by the Shareholders' Meeting by a relative majority of the votes represented therein following the presentation of candidacies of persons satisfying the pre-requisites of independence laid down by the law in force for the time being.
    Furthermore, if, at the end of the voting and the possible application of the previous paragraph, the composition of the Board of Directors does not comply with the laws and regulations in force for the time being concerning gender equality, the candidate of the gender with highest representation being the last to be elected according to the numerical order of the list receiving the most votes will be excluded and replaced by the first candidate not elected from the same list of the less represented gender according to the related numerical order. This replacement process is repeated until the
    composition of the Board of Directors complies with the legal and regulatory provisions in force at the time on gender balance. If, on the completion of such replacement procedure, the composition of the Board of Directors does not comply with the laws and regulations in force for the time being concerned with gender equality, the replacement will be carried out by resolution passed by the Shareholders' Meeting by a majority relative to the votes represented therein following the presentation of candidacies of persons belonging to the less represented gender.
    If the number of candidates elected on the basis of the lists presented is fewer than the number of directors to be elected, the remaining directors will be elected by the Shareholders' Meeting which will vote by the relative majority of the votes represented therein and in any case in such a way as to ensure the presence of the minimum number of independent directors laid down by the law in force for the time being and to comply with the laws and regulations in force for the time being concerned with gender equality. In the case of a parity of votes between candidates there will be a second ballot between them by means of a further vote of the Shareholders' Meeting, the candidate receiving the most votes being the winner.
    If only one list has been presented, the Shareholders' Meeting will vote on it and, if it receives a relative majority of those represented at the meeting, all members of the Board of Directors will be taken from such list in compliance with the laws and regulations in force for the time being including those concerning independent directors and gender equality.
    If no list is presented or if a single list is presented and this does not obtain the relative majority of the votes represented in shareholders' meeting or if the entire Board of Directors does not need reappointing or if it is not possible for any reason to appoint the Board of Directors with the procedures described above, the members of the Board of Directors are appointed by the Shareholders' Meeting with the ordinary procedures and the relative majority of the votes there represented, without application of the list vote mechanism, and in any case in a way to ensure the presence of the minimum number of independent directors required by legal and regulatory provisions as well as compliance with the legal and regulatory provisions on gender balance in force at the time.
    With regard to the replacement of Directors, if one or more directors leave office, for any reason, Art. 19 of the Articles of Association requires their replacement to take place as follows.
    If the director ceasing to hold office comes from a list other than that which received the most votes, so long as the majority of directors remain those appointed by the Shareholders' Meeting, the Board of Directors will appoint the replacement by means of co-option pursuant to Article 2386 of the Italian Civil Code from the candidates belonging to the same list as the director ceasing to hold office if satisfying the necessary pre-requisites.
    If, for any reason, there are no names available and eligible or in circumstances where the director ceasing to hold office had been taken from the list receiving the most votes, the Board of Directors will appoint the replacement or replacements by co-option pursuant to Article 2386 of the Italian Civil Code without restrictions in the choice between members of the lists presented at the time.
    If the law requires the shareholders' meeting to appoint the directors needed to integrate the Board of Directors after the departure of directors, it will proceed in compliance with the provisions that follow.
    1. When it is necessary to replace one or more members of the Board of Directors taken from the list receiving the most votes, the replacement will be made by decision of the Ordinary Shareholders' Meeting, which will pass resolutions receiving the relative majority of the votes represented therein without restrictions in the choice from the members of the lists presented at the time.
    2. If, however, it is necessary to replace a member of the Board of Directors taken from a list other than that receiving the most number of votes, the General Meeting will decide, by votes cast representing the relative majority of the votes represented therein, where possible, between the candidates indicated in the list to which the director to be replaced belongs, who must have confirmed their candidacy in writing at least 10 (ten) days prior to the date scheduled for the Shareholders' Meeting, combined with the declarations relating to the non-existence of causes of ineligibility or disqualification together with the satisfaction of the pre-requisites laid down by the laws and regulations in force for the time being or by the Articles of Association for the office. Where such replacement procedure is not possible, the replacement of the member of the Board of Directors will be carried out by resolution to be passed with the relative majority of the votes represented in the Shareholders' Meeting in compliance, where possible, with rules on the representation of minorities.
    The replacements described above must, in any case, be carried out in compliance with the legal and regulatory provisions in force at the time on gender balance and the minimum number of directors meeting the independence requirements required by legal and regulatory provisions in force at the time.
    The term of office of the directors appointed by the shareholders' meeting to replace the directors who leave ends at the same time as the directors already in office at the time of their appointment.
    If the majority of the directors appointed by the shareholders' meeting leaves, for any reason, the entire board of directors is understood to have left and the meeting to appoint the new Board of Directors must be called urgently by the directors still in office.
    The board regularly verifies that its members continue to meet the requirements made by the legal and regulatory provisions in force at the time and by the Articles of Association, including the independence and honourableness requirements, and that there are no causes of ineligibility and forfeiture.
    Any director who, after the appointment, ceases to satisfy the necessary or previously declared prerequisites must inform the Board of Directors immediately of the same. The loss of independence prerequisites laid down by the law in force applicable to independent directors will result in disqualification from the office, save where such pre-requisites remain satisfied by the minimum number of directors who, according to the law in force for the time being, must satisfy such prerequisites. Without prejudice to these provisions, if a director does not meet or no longer meets the independence requirements (if this involves the forfeiture according to the provisions above) or integrity stated and required, or there are cause of ineligibility or forfeiture, the Board of Directors declares the forfeiture of the director and carries out their replacement in compliance with the legal and regulatory provisions applicable and that is described above.
    ‌With reference to the role of the Board of Directors and of the board committees in the self-assessment, appointment and succession processes of directors, please refer to what is described in Section 7 of this Report.
3. Composition (pursuant to Art. 123-bis, paragraph 2, letters d) and d-bis) of the Consolidated Finance Law)

At the date of this Report, the Board of Directors of the Company is made up of the following members: Nerio Alessandri, as Chair and Chief Executive Officer, Pierluigi Alessandri, as Deputy Chair, Erica Alessandri, Carlo Capelli, Maurizio Cereda, Francesco Umile Chiappetta, Chiara Dorigotti, Melissa Ferretti Peretti, Vincenzo Giannelli, Maria Cecilia La Manna.

The Board of Directors of the Issuer in office, consisting of 10 members, all with skills, abilities and professionalism appropriate to the tasks entrusted to them, was appointed by the Ordinary Shareholders' Meeting on 7 May 2024 for a period of three years, i.e. until the approval of the Financial Statements for the year ending as at 31 December 2026.

In particular, it should be noted that the majority list (presented by the shareholder TGH S.r.l., at the time holder of 68,000,000 (sixty eight million) shares of the Company corresponding to 33.78% of the share capital) was voted by 70.94% of the share capital with voting rights and all the Directors were selected from it, with the exception of Francesco Umile Chiappetta who was selected from the minority list (submitted by Studio Legale Trevisan & Associati on behalf of a group of investors holding a total of 9,966,667 (nine million nine hundred and sixty six thousand six hundred and sixty seven ordinary shares of the Company, equal to 4.95% of the share capital), which was voted by 28.91% of the share capital with voting rights.

A significant component of non-executive directors (5 of 7) possesses the independence requirements pursuant to the combined provisions of Articles 147-ter, paragraph 4 and 148, paragraph 3, of the Consolidated Finance Law, as well as the Corporate Governance Code.

At the date of this Report, the Chief Executive Officer Nerio Alessandri, the Deputy Chair Pierluigi Alessandri and the Director Carlo Capelli are executive directors. The following directors qualify as non-executive directors: Erica Alessandri, Maurizio Cereda, Francesco Umile Chiappetta, Chiara Dorigotti, Melissa Ferretti Peretti, Vincenzo Giannelli and Maria Cecilia La Manna. Non-executive directors have personal and professional skills capable of ensuring a significant weight in the adoption of board resolutions and ensuring effective management monitoring.

Table 2 in the Annex provides the relevant information on each member of the Board of Directors in office at the date of this Report.

***

We provide below a short curriculum vitae for each member of the Board of Directors, which show their competencies and experience in the corporate management area.

Nerio Alessandri

After training and working as industrial designer, in 1983 he started Technogym, leading its development for more than 30 years, until today (see Chapter 5, paragraph 5.1.5, of the Registration Document). After approximately 20 years of experience in the fitness and the wellness sectors, in 2002, Nerio Alessandri sets up the Wellness Foundation, a non-profit organisation that promotes wellness as a social opportunity for governments, companies and individuals; one of the key projects of the Foundation is the Wellness Valley, which aims at turning the Romagna region into an important district for competencies on wellness and quality of life. He received an honorary degree (laurea honoris causa) from the Faculty of Motor Sciences at the University of Urbino, in April 2004, and an honorary degree (laurea ad honorem) from the Faculty of Biomedical Engineering at the University of Bologna. Lastly, in February of 2014, he received a Master's Degree honoris causa in Business Administration from the CUOA Foundation. His capacities as entrepreneur were recognised also with several awards and accolades at the Italian and international level, among which the appointment as "Cavaliere del Lavoro" [Knight of Labour] in 2001, the "Premio Leonardo Qualità Italia" [Leonardo Award for Italian Quality] in 2004 as well as, in 2010, the Guido Carli Award for corporate social responsibility. In addition, in November 2007, the US Chamber of Commerce named Nerio Alessandri as entrepreneur of the year in the economics category.

Pierluigi Alessandri

He co-founded Technogym in 1983 together with Nerio Alessandri, overseeing the development of its manufacturing and property activities for more than 30 years until today (see Chapter 5, paragraph 5.1.5, of the Registration Document). Member of the Board of Directors of the Issuer since 1986. He is also the Chair of the Board of Directors and Chief Executive Officer of TGB S.r.l. (formerly Technogym Building S.r.l.), a role in which, since 2000, he has been supervising and completing the project for the construction of the Technogym Village (see Chapter 6, Paragraph 6.1.4, of the

Registration Document). In 2006, he also managed the start and completion of the plant of the Technogym Group in Slovakia (see Chapter 6, paragraph 6.1.4, of the Registration Document).

Erica Alessandri

She graduated in Business Management from the Queen Mary University of London in July 2012. After completing a series of international work and volunteering experiences, she worked for the Luxottica Group from September 2014, first as Global Brand Manager Assistant and then as Junior Product Manager until August 2016. After a short period of experience at Technogym, in January 2018 she started the Master's in Business Administration (MBA) at the INSEAD Business School in France and Singapore, completed in December 2018. Since May 2019 she has been a member of the Board of Directors of TGB S.r.l. and since December 2019 she has also been Director of Wellness Foundation, in which she has served as Vice President since 2025. In 2021, she was appointed Young Global Leader by the World Economic Forum. She lends her support to the Family Office of the family as Business Developer and as Director with oversight responsibilities for ESG matters at Technogym.

Carlo Capelli

He graduated in Economics and Commerce from the University of Bologna in 1985. In 1982, he worked at the Credito Romagnolo (now Unicredit) in Ravenna. In 1985, he worked at Barclays Intermediazioni in the asset management sector. In 1986, he joined Arthur Young (now Ernst & Young) as Senior Partner, in charge of the service to customers of budget audits and of the organizational analysis for administrative procedures and management controls. From 1990 to 1994, he worked at the parent company of the Ferruzzi Group/Montedison, with gradually increasing responsibilities, among which Manager in charge of the preparation of the consolidated financial statements of the Ferruzzi and Montedison Group, becoming Manager in charge of the execution of the restructuring plan of the Ferruzzi Group in support of Mediobanca. In 1994, he joined the Trombini Group as Head of Administration, Finance and Control. In 2002, he worked at the Issuer, as Head of Business Development. In 2008, he joined the Board of Directors of the Issuer, as Executive Director. He is also a director of Alfin S.r.l. and from 2006 to 2023 of Enervit S.p.A., a company listed on the MTA of Borsa Italiana. Until May 2019 he was the Chief Financial Officer of Wellness Holding (now Alfin S.r.l.); currently he is Chief Corporate Officer at Alfin S.r.l. (former Wellness Holding S.r.l.).

Maurizio Cereda

He graduated in Business Economics at the Bocconi Business University in Milan in 1989. From October 1989 to January 1992, he worked with RASFIN at the primary market desk. On 1 February 1992, he joined the Financial Service of Mediobanca, of which he became an executive in July 1999, before moving on to the position of Central Co-Director and Head of the Equity Capital Markets area on 1 April 2000. In November 2003, he was appointed as a Co-Head of the Coverage and Corporate Finance area, then since March 2006, Central Director and since June, sole director of the Corporate Finance and Coverage Large Corporation area. Appointed Deputy General Manager in May 2007, he was also appointed as a member of the Board of Directors of Mediobanca from 2007 until October 2014. He left his Mediobanca positions at the end of March 2015. He is currently a consultant to entrepreneurs, family offices, companies and financial institutions as well as a promoter and partner of FIEE, the Italian Energy Efficiency Fund. He also holds the role of director of Enervit S.p.A., FIEE SGR S.p.A., Wealthness S.r.l. and Nutramis S.r.l.

Francesco Umile Chiappetta

Graduated in Law, with the highest grades and honours, at the La Sapienza University of Rome, he began his professional career in 1983 at CONSOB, holding various positions, including that of head of the Regulatory Office. He was Deputy General Manager of Assonime with responsibility for the corporate law and securities market sector, and subsequently Secretary of the Board of Directors and General Counsel of Telecom Italia S.p.A. and General Counsel and Director of General and Institutional Affairs of Pirelli & C. S.p.A. From 2001 to 2020 he was Chair of the "Company Law

Working Group" of Business Europe - The Confederation of European Business. Since 2014, he has sat on the Board of Directors of Armònia SGR S.p.A., of which he became Chair in April 2024. He has been on the Board of Directors of Webuild since April 2024. Over the years he has been a member of the Board of Directors of listed companies such as Pirelli Real Estate, Autogrill and Reply as well as unlisted companies such as Monte Titoli, Camfin and IEO (European Institute of Oncology). Since 1989, he has held courses and seminars on corporate law and corporate governance at leading Italian universities, including Luiss University in Rome, Bocconi University in Milan and Sacred Heart University in Milan. He has published numerous essays on company law and the securities market and, in particular, he is the author of the volume "Diritto del Governo Societario" (Corporate Governance Law), in its sixth edition in 2024.

Chiara Dorigotti

After graduating in Business Economics at the Bocconi University in 1993, she worked in London and Paris with Paribas Capital Markets (BNP Paribas Group), dealing with stock market flotations and share and bond issues, becoming head of the Italian market segment. In 2000, she joined the Fininvest Group, reporting directly to the chief executive officer of the holding, working on the development activities of the group and its investees. In 2003, she joined Tiscali S.p.A. as Investor Relations and Corporate Finance Manager, with responsibility for communications with investors, analysts and market authorities, and for overseas funding and development of the company.

In 2011 she joined SEA S.p.A., the second largest airport operator in Italy, carrying out corporate and business development activities; in 2014 she became General Manager and in 2019 Chief Executive Officer of SEA Prime S.p.A., leader in business and general aviation in Italy and the rest of Europe, where she oversaw the re-branding and infrastructural development process at the Linate and Malpensa airport, and a director of Vega SpA, a company specialising in Urban Air Mobility.

She has been an independent director of Enervit S.p.A. since 2017, Chair of the Related Parties Committee and, since 2023, independent director of Brunello Cucinelli S.p.A., Chair of the Appointment and Remuneration Committee and a member of the Control and Risk Committee.

Melissa Ferretti Peretti

She graduated in Economics and Commerce from La Sapienza University of Rome in 1997 with full marks. In the same year she began working at Accenture following several strategic projects, including the acquisition of IP by Agip Petroli. Three years later she joined the dot.com division where she dealt with the launch of various digital start-ups, M&As and MOUs for sales purposes. In 2001 she returned to school, earning an MBA from Bocconi University in Milan and then joining Vodafone as Product Manager. In 2003 she began her career at American Express where she held, over the years, roles of increasing responsibility: in 2009 she was appointed Vice President of Products and Communications, later heading the partnership and CRM. In 2013 she became head of the Small Business segment and in September 2014 she was appointed Vice President, Head of Proprietary Card Services Italy, dealing with the development of the consumer and small business market, also through the launch of co-branded products in Italy. Shortly thereafter, in March 2015, she became CEO of American Express Italia, bringing the market to double-digit growth and greatly accelerating its digital transformation. In 2018 she further expanded her responsibilities by becoming Head of Consumer Business for Germany and Austria and since 2021, following the promotion to Senior Vice President, she has also been responsible for the Swiss, Middle East and Saudi Arabia markets. She was the main sponsor of American Express' Inclusion & Diversity initiatives and of the Group's projects aimed at increasing female leadership and promoting the presence of women in the company: a commitment that, in 2016, led to her winning the Bellisario Award. In September 2022, she left American Express after 18 years and became the Chief Executive Officer of Google Italy.

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Technogym S.p.A. published this content on April 10, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 10, 2026 at 07:29 UTC.

Latest news about Technogym S.p.A.

May. 07	European markets lack momentum; focus on PMI and US data	AN
May. 06	MIB hits record high; Amplifon and Lottomatica lead the rally	AN
May. 06	Technogym Q1 revenues climb 10.1% to 237 million	RE
May. 06	Technogym Q1 revenue EUR 237 mln	RE
May. 06	Technogym closes first quarter with revenue growth	AN
Apr. 14	Technogym and Google Cloud Enter Multi-Year Collaboration to Integrate Generative Ai Technologies	CI
Apr. 14	Google Cloud, Technogym Collaborate on AI-Powered Wellness Platform	MT
Mar. 31	Mib trends higher at 43,900; Nexi takes the lead	AN
Mar. 20	Milan stands alone in the green in Europe; Inwit trails	AN
Mar. 20	Buying returns to the MIB, Mediobanca and MPS perform well	AN
Mar. 20	European markets lack momentum, Brent falls below USD110	AN
Mar. 19	Bearish sentiment grips markets; TIM deal sends Inwit tumbling	AN
Mar. 19	Technogym closes 2025 with revenue growth	AN
Mar. 19	Technogym FY adjusted net profit EUR 120 mln	RE
Mar. 19	Technogym ends 2025 with revenue growth; dividend halved	AN

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Company Profile

Technogym SpA is an Italy-based company engaged in the recreational products industry. The Company manufactures fitness equipment. It designs and manufactures fitness equipment for private individuals, corporations, fitness centres, hotels and spas and medical centres. The Company's products offer include treadmills, exercise bikes, cross trainers, circuit training, core exercises equipment, fitness accessories, gym benches, kinesis, legs exercises equipment, multi gyms, plate loaded equipment, software and hardware, steppers, stretching machines, upper body equipment and weights, dumbbells and bars for cardiovascular training, group fitness, resistance and functional training and strength training, among others.

Employees

2,579

Sector

Recreational Products

Calendar

May. 18 - Ex-dividend date - 0.38 EUR

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