Cembre S p A : REPORTS BY THE BOARD OF STATUTORY AUDITORS 2023

REPORT BY THE BOARD OF STATUTORY AUDITORS

ON THE CONSOLIDATED FINANCIAL STATEMENTS OF THE CEMBRE GROUP AT

31 DECEMBER 2023

To our Shareholders:

The Consolidated Financial Statements for the 2023 financial year delivered to the Board of Statutory Auditors within the required deadline - consisting of the Consolidated Statement of Financial Position, Consolidated Statement of Comprehensive Income, Statement of Changes in the Consolidated Shareholders' Equity and of the Notes to the Consolidated Financial Statements and the schedules prepared in accordance with the European Single Electronic Format (ESEF) - were prepared under the International Financial Reporting Standards (IFRS) adopted by the European Union and in compliance with regulations issued to implement Article 9 of Italian Legislative Decree 38/2005.

The international accounting standards, amendments and interpretations issued by IASB applicable from 1 January 2023 and described in the Notes to the Consolidated Financial Statements, were employed in the preparation of the Consolidated Financial Statements. The amendments to IFRS 9 and 17 and IFRS Practice Statement 2, IAS 1, 8 and 12 which came into force were applied in the consolidated financial statements of the Cembre Group, entailing no changes.

Items in the consolidated financial statements were recorded at historical cost, with the exception of those items for which the accounting standards provide for a different valuation method.

Pursuant to Article 4(7) of the Transparency Directive 2004/109/EC, as amended by Directive 2013/50/EU, the consolidated and separate annual financial report was also prepared in a single electronic reporting format in compliance with the regulatory technical standards for this format, developed by the European Securities and Markets Authority

(ESMA), and contained in Delegated Regulation (EU) 2018/815 of 17 December 2018 (Regulatory technical standards 3 relating to the specification of the European Single Electronic Format "ESEF").

The Consolidated Financial Statements show a profit attributable to the Cembre Group of €40,828 thousand, as compared with a profit of €31,918 thousand in the previous year.

The Company appointed to perform the legal audit of the accounts, EY S.p.A., in its report drawn up in accordance with Article 14 of Italian Legislative Decree 39/2010 and Article 10 of Regulation (EU) No. 537/2014 issued on 29 March 2024, attested:

• • "that the Consolidated Financial Statements provide a true and fair view of the Group's assets and liabilities and financial position as at 31 December 2023, of its results of operations and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union, as well as with the measures issued in implementation of Article 9 of Legislative Decree 38 of 28 February 2005";

• • "that the Report on Operations and certain specific information contained in the Report on Corporate Governance and on the Company's Ownership Structure referred to above are consistent with the Consolidated Financial Statements of the Cembre Group at 31 December 2023 and have been prepared in compliance with the law".

• • "with reference to the certification pursuant to Article 14(2)(e) of Italian Legislative Decree 39 of 27 January 2010, issued on the basis of the knowledge and understanding of the company and the related context acquired during the audit, we have nothing to report".

In application of the provisions of Delegated Regulation (EU) 2019/815 of the European Commission on regulatory technical standards relating to the specification of the European Single Electronic Format (ESEF) (Delegated Regulation) to the consolidated financial statements, to be included in the annual financial report, the independent auditors have also certified, after carrying out the procedures indicated in Auditing Standard (ISA Italy) no. 700B, that "the Consolidated Financial Statements as at 31 December 2023 have been prepared in XHTML format and have been marked, in all significant aspects, in accordance with the provisions of the Delegated Regulation".

In a specific paragraph of the report, the Independent Auditors also stated that, based on the procedures performed, it appeared that some information contained in the notes to the consolidated financial statements, when extracted from XHTML format in an XBRL instance, might not be reproduced identically, due to certain technical limits, with respect to the corresponding information that may be viewed in the consolidated financial statements in XHTML format.

In compliance with Article 41(3) of Italian Legislative Decree 127/91, with the exception of the issues specified below, the Consolidated Financial Statements were therefore not audited by the Board of Statutory Auditors.

The Notes to the Consolidated Financial Statements provide detailed information on form and content and on items in the Balance Sheet and Income Statement and illustrate accounting policies and measurement bases, segment reporting and notes to the Consolidated Financial

Statements.

Determination of the consolidation area, the choice of consolidation principles in application of the line-by-line method and the procedures adopted are consistent with IFRS. The scope of consolidation is unchanged from 31 December 2022.

The Report on Operations illustrates, in an appropriate manner, the economic and financial situation, operating performance and an analysis of the Group's results in 2023, investments, the results of the parent company, alternative performance indicators, shareholders' equity, the main risks and uncertainties, particularly focusing on the risks and effects linked to climate change, environmental management, health and safety in the workplace, performance indicators, research, development and technological innovation activities, related party transactions, companies governed by the laws of non-EU countries, treasury shares or shares in parent companies, the report on corporate governance and ownership structure, an indication that the consolidated non-financial declaration was drafted as a separate report, significant events occurring after the end of the year, including the performance of both the parent company and the group of consolidated companies, and lastly the proposed allocation of profit for the year.

With regard to the key audit matters (KAMs), EY S.p.A. identified and focused its attention on assessment of the recoverability of goodwill in relation to the "Germany" Cash Generating Unit. These aspects were covered in the audit and in forming an opinion on the overall consolidated financial statements, and they are not subject to a separate opinion.

Based on the checks and assessments carried out, we confirm that:

• • the scope of consolidation was determined correctly;

• • the consolidation procedures adopted are compliant with the legal provisions and were applied correctly;

• • the examination of the Report on Operations highlighted its consistency with the consolidated financial statements;

• • all of the information used for the purposes of consolidation refers to the entire administrative period of the year 2023;

• • the measurement criteria are consistent with those used in the previous year.

Brescia, 29 March 2024

For the Board of Statutory Auditors

The Chair

Mr Fabio Longhi

REPORT BY THE BOARD OF STATUTORY AUDITORS

TO THE SHAREHOLDERS' MEETING OF CEMBRE S.P.A. DRAFTED PURSUANT TO ARTICLE 153 OF LEGISLATIVE DECREE 58/98 ("CONSOLIDATED LAW ON FINANCE")

AND OF ARTICLE 2429(2), CIVIL CODE

To our Shareholders:

Pursuant to Article 2429(2) of the Italian Civil Code and Article 153 of Italian Legislative Decree 58/98, the Board of Statutory Auditors reports to the Shareholders' Meeting called to approve the annual financial statements on the supervisory activity performed and on any omissions and reprehensible facts observed, in addition to expressing a recommendation on the financial statements, the approval thereof and other pertinent issues.

The Board of Statutory Auditors currently in office was appointed by the Shareholders' Meeting of 27 April 2021 in accordance with legal, regulatory and statutory provisions and its term of office will end with the Shareholders' Meeting called to approve the financial statements as at 31 December 2023. We confirm that all the members of the Board of Statutory Auditors have complied with the limit on the number of appointments that may be held by members, set by Article 144-terdecies of the Issuers' Regulations, and that the Board's composition complies with the provisions on gender equality set out in Article 148(1-bis) of Italian Legislative Decree 58/1998, as amended by Article 1(303) of Law 160/2019, and applied pursuant to Article 1(304) of the same law, as well as in accordance with the provisions of Consob Communication no. 1/20 of 30 January 2020.

The statutory audit assignment pursuant to Legislative Decree 58/1998 and Italian Legislative Decree 39/2010 was entrusted to the company EY S.p.A. as resolved by the shareholders' meeting of 26 April 2018 and to whose reports reference should be made. The original auditing engagement has a duration of nine years and will end with the Shareholders' Meeting called to approve the Financial Statements at 31 December 2026.

During the year under review, in compliance with the responsibilities assigned by Article 149 of Italian Legislative Decree 58/98, the Board of Statutory Auditors: attended the Ordinary Shareholders' Meeting of 27 April 2023 - which was carried out by means of remote connections as set forth in Decree Law no. 18 of 17 March 2020, converted with amendments by Law no. 27 of 24 April 2020, as amended by Article 3 of Decree Law no. 228 of 30 December 2021 (converted, with amendments, by Law no. 15 of 25 February 2022), and as most recently extended by Article 3(10-undecies) of DecreeLaw no. 198 of 29 December 2022 (converted with amendments by Law no. 14 of 24 February 2023) and in compliance with Resolution no. 187/2020 of the Milan Notary Council - and at the meetings of the Board of Directors, obtaining from the Directors adequate information on the general performance of operations and the business outlook, as well as on the most significant transactions, in terms of size and characteristics, carried out by the Company and its subsidiaries;

• - acquired knowledge necessary to verify compliance with the law, the by-laws, correct management principles and the adequacy of the Company's organizational structure, through the acquisition of documents and information from the managers of the departments involved and from the periodic exchange of information with the Independent Auditors;

• - attended, at least through its Chair, the meetings of the Control and Risk Committee, the Appointments and Remuneration Committee, the Related Parties Committee and the Supervisory Board;

• - monitored the functioning and effectiveness of internal control systems, in addition to the adequacy of the administrative and accounting system, with particular attention to the ability of the latter to portray the operations of the Company;

• - promptly exchanged with the managers of the Independent Auditors the data and information relevant to the performance of their respective duties pursuant to Article 150 of Italian Legislative Decree 58/98, including by examining the results of the work carried out and receiving the reports provided for in Article 14 of Italian Legislative Decree 39/2010 and Article 11 of Regulation (EU) No 537/2014;

• - examined the contents of the Additional Report pursuant to Article 11 of Regulation (EU) No 537/2014, which was transmitted to the Board of Directors pursuant to Article 19(1)(a) of Italian Legislative Decree 39/10, from which no aspects emerged that should be highlighted in this report;

• - monitored the functioning of the control system on subsidiaries and the adequacy of instructions imparted to subsidiaries pursuant to Article 114(2) of Italian Legislative Decree 58/98;

• - having acknowledged the preparation of the Report on Remuneration Policy and Compensation Paid pursuant to Article 123-ter of Italian Legislative Decree 58/98 and Article 84-quater of the Consob Regulation adopted by resolution no. 11971/1999, specifying that it is also, as resolved by the Board of Directors on 14 March 2023, in line with Consob Resolution no. 21263 of 10 December 2020 entailing amendments to Article

84-quater of the Issuers' Regulation and Schedule 7-bis of Annex 3A thereto. There are no particular observations to make, except for the introduction of an ESG-related objective component within the medium-long term incentive system for the Chief Executive Officer;

• - ascertained compliance of the statutory provisions with the legal and regulatory provisions;

• - monitored the concrete implementation of the corporate governance rules adopted by the Company in compliance with the Corporate Governance Code of listed companies promoted by Borsa Italiana S.p.A.;

• - monitored the compliance of the internal procedure concerning Related-Party Transactions with the principles indicated in the regulation approved by Consob with resolution no. 17221 of 12 March 2010 and last amended in the meeting of the Board of Directors of 24 June 2021 in order to adapt its contents to the provisions of Consob resolution no. 21624 of 10 December 2020, as well as its compliance, pursuant to Article 4(6) thereof, taking into account the indications and guidelines contained in Communication no. DEM/10078683 of 24 September 2010;

• - monitored on the financial reporting process, verifying compliance by the Directors with norms inherent to the preparation, approval and publication of the accounts of Cembre S.p.A. and the consolidated financial statements;

• - ascertained the adequacy, in terms of method, of the impairment process implemented to determine the appropriateness of the value of goodwill recorded in the balance sheet assets;

• - verified that the Report by the Board of Directors on Operations for the 2023 financial year complied with applicable legislation and was consistent with resolutions adopted by the Board of Directors and events represented in the accounts of Cembre S.p.A. and the consolidated financial statements;

• - acknowledged the content of the consolidated half-yearly financial report, without it being necessary to make any comments, and ascertained that it was made public in the manner prescribed by law;

• - verified that the Report on Operations for the 2023 financial year was in compliance with regulations in force and conformed with the facts represented in the statutory and consolidated financial statements;

• - acknowledged that the Company has continued to publish Interim Reports on the Operations for the first and third quarters within the deadlines set by the previous regulations;

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supervised compliance with the provisions set out in Italian Legislative Decree 254/2016 and examined the Consolidated Non-financial Declaration (NFD) and ascertained its compliance with the provisions governing its preparation pursuant to the aforementioned decree and other applicable legislation, also in light of the indications provided by the European Securities and Markets Authority (ESMA) in its document of 25 October 2023 on common European supervisory priorities.

In its role as Internal Audit Committee, it also carried out the following activities pursuant to Article 19(1) of Italian Legislative Decree 39/2010 as amended by Legislative Decree 135/2016, the specific information, monitoring, control and verification functions provided therein, fulfilling the duties and tasks indicated by the aforementioned legislation.

Based on the information and data acquired during the monitoring activity carried out by the Board of Statutory Auditors as described above, no fact from which to infer the lack of compliance with the law or the Company's By-laws or such as to justify its reporting to the Supervisory Authority or worth mentioning in the present Report emerged.

With regard to the Covid-19 pandemic emergency, the Board of Statutory Auditors continued to supervise the adoption of the necessary measures to prevent and contain contagion in the workplace, in accordance with the indications given by the competent authorities to allow the Company's business to continue, and acquired the necessary information not only during its own meetings but also during those of the Board of Directors and the Supervisory Board. Considering that the World Health Organisation officially declared the end of the pandemic emergency on 5 May 2023, these measures remained in effect and were gradually eased until November 2023.

° ° ° °

With reference to the activities carried out during the year - also in compliance with the indications provided by Consob, with Communication DEM/1025564 of 6 April 2001 and subsequent amendments and additions ("Communication on the contents of the report of the Board of Statutory Auditors to the Shareholders' Meeting pursuant to Article 2429(3) of the Italian Civil Code and Article 153(1) of Italian Legislative Decree 58/98 - Summary of the control activities carried out by the Board of Statutory Auditors") we report the following.

1. With regard to the financial year that is the object of the present report, there do not emerge transactions carried out by the Company or its subsidiaries that may be considered significant or having a relevant economic or financial impact. In any case, the Board ofStatutory Auditors monitored and verified - based on information in its possession - that operations carried out were in compliance with the law, the Company's By-laws and correct management principles, were not manifestly imprudent, did not constitute a potential conflict of interest, were not in contrast with Shareholders' resolutions taken or were such as to compromise the integrity of the company's assets. The Board also verified compliance with the law and the deed of incorporation and the proper execution of the resolutions passed by the Shareholders' Meeting.

2. In the course of its audits, the Board of Statutory Auditors did not identify any atypical and/or unusual transactions, nor any significant non-recurring transactions, including those between group companies or with related parties as defined in Consob Communication no. DEM/6064293 of 28 July 2006.We acknowledge that information provided in the Financial

Report on such transactions, is adequate.

3. The characteristics of transactions with subsidiaries and related parties carried out by the Company and its subsidiaries in 2023, entities involved and the related economic effects, are reported in the "Related party transactions" paragraph of the Report on Operations and the chapter on "Related Party disclosure" of the financial statements, to which we refer.

Related-Party Transactions, identified on the basis of international accounting standards and the provisions issued by Consob, are regulated by an internal procedure (the "Procedure"), adopted by the Company's Board of Directors on 11 November 2010 in compliance with the provisions of Article 2391-bis of the Italian Civil Code and the regulations issued by Consob with resolution no. 17221 of 12 March 2010. Following the amendments to the said

Regulation by Consob resolution no. 21624 of 10 December 2020, the Board of Directors, by resolution of 24 June 2021, approved its update in accordance with the amendments made. At its meeting on 12 September 2023, the Board of Directors, with the approval of the Related Parties Committee, approved the signing of a private agreement to terminate a lease agreement and simultaneously entering into a new one for a property located in Bologna, with Tha Immobiliare S.p.A. At its meetings on 11 July and 12 September 2023, the Related Parties Committee had expressed a favourable opinion on this transaction, recognising the company's interest in its completion, as well as its cost effectiveness and fairness, also in substance.

The Board of Statutory Auditors monitored the conformity of the Procedure with the provisions of the Regulation and the correct application thereof.

4. It is hereby acknowledged that on 29 March 2024 the auditing firm EY S.p.A. issued the Reports pursuant to Article 14 of Legislative Decree no. 39/2010 and Article 10 of Regulation (EU) no. 537/2014, in which it certified that:

• - "the Financial Statements give a true and fair view of the financial position of the Company as at 31 December 2023, of its results of operations and of its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, as well as with the measures issued in implementation of Article 9 of Italian Legislative Decree 38 of 28 February 2005";

• - "the Report on Operations and some specific information contained in the Report on Corporate Governance and Ownership Structure are consistent with the Financial Statements of Cembre S.p.A. for the financial year closed 31 December 2023 and are prepared in compliance with the law";

• - "the opinion on the Financial Statements expressed in the aforementioned report is in line with that indicated in the Additional Report for the Board of Statutory Auditors, in its capacity as Internal Control and Audit Committee, prepared pursuant to Article 11 of the aforementioned Regulation".

• - "the financial statements have been prepared in XHTML format in accordance with the provisions of Delegated Regulation" (EU) 2019/815.

In its Report on the audit of the financial statements, the Independent Auditors also stated that they had verified approval by the directors of Cembre S.p.A. of the Consolidated Non-financial Declaration pursuant to Italian Legislative Decree 254/2016 concerning the financial year 2023.

The audit report of the financial statements sets out the key audit matters (KAMs) that in the auditors' professional judgement are of most significance in auditing the individual financial statements for the year under review. In particular, for the financial statements of Cembre S.p.A. at 31 December 2023, EY S.p.A. did not identify any key aspects worthy of mention in this report.

In its Reports, the Independent Auditors did not highlight any findings or requests for information, nor did they make any statements pursuant to Article 14(2)(e) of Italian Legislative Decree 39/2010.

On 29 March 2024, the Independent Auditors also:

- transmitted to the Board of Statutory Auditors in its capacity as Internal Control and Audit

Committee, the Additional Report provided for in Article 11 of Regulation (EU) No 537/2014 issued on the same date;