MARR S p A : 28 April 2022, Shareholders' Meeting. Annual Report on Corporate Governance and ownership structure

Annual Report on Corporate Governance and

ownership structure

pursuant to art. 123 bis of Legislative Decree 58/1998

(traditional administration and control model)

2021 business year

Approved on 15 March 2022

MARR S.p.A.

Via Spagna, 20 - 47900 Rimini (Italy) Share capital € 33,262,560 fully paid-up

Tax Code and registration number in the Register of Enterprises of the Chamber of Commerce of Romagna - Forlì - Cesena and Rimini 01836980365 Subject to the management and coordination of Cremonini S.p.A. - Castelvetro (MO)

www.marr.it

CONTENTS

2GLOSSARY 4

1. COMPANY PROFILE 5

2. INFORMATION ON THE OWNERSHIP STRUCTURE AS AT 31 DECEMBER 2021 6

3. COMPLIANCE 9

4. BOARD OF DIRECTORS 9

4.1 Role of the Board of Directors 10

4.2 Appointment and replacement 11

4.3 Composition 14

4.4 Functioning 16

4.5 Role of the Chairman 17

4.6 Executive bodies 19

4.7 Independent Directors and Lead Independent Director 20

5. PROCESSING OF CORPORATE INFORMATION 21

6. INTERNAL COMMITTEES OF THE BOARD 22

7. SELF-ASSESSMENT AND SUCCESSION OF THE DIRECTORS - NOMINATION

COMMITTEE 23

7.1 Self-assessment and succession of the directors 23

7.2 Nomination Committee 24

8. REMUNERATION OF DIRECTORS - REMUNERATION COMMITTEE 25

8.1 Remuneration of Directors 25

8.2 Remuneration Committee 27

9. INTERNAL AUDIT AND RISK MANAGEMENT SYSTEM - CONTROL AND RISK

COMMITTEE 28

Information concerning the system of risk management and internal auditing in relation to the

process of financial information 30

9.1 Chief Executive Officer (CEO) 32

9.2 Control and Risk Committee 32

9.3 Manager responsible for the internal audit department 34

9.4 Organisational Model ex Legislative Decree 231/2001 35

9.5 Independent Auditing Firm 37

9.6 Manager responsible for preparing the company's financial reports 37

9.7 Coordination between the subjects involved in the internal auditing and risk management

system 38

10. INTERESTS OF DIRECTORS AND TRANSACTIONS WITH RELATED PARTIES 38

11. BOARD OF STATUTORY AUDITORS 39

11.1 Appointment and replacement 39

11.2. Composition and functioning 41

12. RELATIONS WITH SHAREHOLDERS 43

13. SHAREHOLDERS' MEETINGS 44

14. FURTHER CORPORATE GOVERNANCE PRACTICES 46

15. CHANGES SINCE THE CLOSURE OF THE REFERENCE BUSINESS YEAR 46

16. CONSIDERATIONS ON THE LETTER BY THE CHAIRMAN OF THE CORPORATE

GOVERNANCE COMMITTEE 46

ANNEX A - STRUCTURE OF THE BOARD OF DIRECTORS AT THE END OF THE BUSINESS YEAR

ANNEX B - STRUCTURE OF THE INTERNAL COMMITTEES OF THE BOARD AT THE END OF THE BUSINESS YEAR

ANNEX C - STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AT THE END OF THE BUSINESS YEAR

GLOSSARY

Directors: the members of the Board of Directors of MARR S.p.A..

Chief Executive Officer or CEO: the Chief Executive Officer of MARR S.p.A..

Independent director Code: Director in possession of the requirements of independence provided in the Code of Corporate Governance for listed companies.

Independent director CLF: Director in possession of the requirements of independence provided in art. 148 of Legislative Decree 58 of 24 February 1998 for members of the Board of Statutory Auditors.

Shareholders' Meeting: Meeting of the shareholders of MARR S.p.A..

Code: the Code of Corporate Governance for listed companies approved in January 2020 by the Corporate Governance Committee .

C.C.: the Italian Civil Code.

Corporate Governance Committee: the Italian Corporate Governance Committee for listed companies, promoted, in addition to Borsa Italiana S.p.A., by ABI, Ania, Assogestioni, Assonime and Confindustria.

Board: the Board of Directors of MARR S.p.A..

Business Year: the business year covered by the Report, in other words 2021.

Consob Issuer Regulation: the Regulation issued by Consob in resolution no. 11971 of 1999 (as subsequently amended) concerning issuers.

Consob Market Regulation: the Regulation issued by Consob in resolution no. 20249 of 2017 concerning markets.

Consob Related Parties Regulation: the Regulation issued by Consob in resolution no. 17221 of 12 March 2020 (as subsequently amended) concerning related party transactions.

Report: the report on corporate governance and ownership structure that companies are bound to produce and publish pursuant to art. 123-bis of the CLF, in other words this report.

Remuneration report: the report on remuneration policy and payments made that companies are bound to produce and publish pursuant to art. 123-ter of the CLF and 84-quater of the Consob Issuer Regulation.

Company: MARR S.p.A. or MARR.

Consolidated Law on Finance/CLF: Legislative Decree 58 of 24 February 1998.

Where not otherwise specified, the following definitions are to be intended as included in the Code: directors, executive directors, independent directors, significant shareholder, chief executive officer (CEO), administration body, control body, industrial plan, concentrated ownership company, large company, sustainable success and top management.

1. COMPANY PROFILE

The Company has adopted the traditional administration and control body, characterised by the presence of a management body, the Board of Directors, and a control body, the Board of Statutory Auditors.

The Board of Directors has the widest ranging powers for the ordinary and extraordinary management of the Company and has the objective of pursuing sustainable success, which is based on the creation of long-term value to the benefit of the shareholders, taking into account the interests of the other relevant stakeholders.

This Report illustrates the methods in which the Board of Directors pursues the objective of sustainable success, integrating it into the strategic plans (Section 4.1), in the Remuneration policy (Section 8) and in the internal audit and risk management system (Section 9).

The Board of Statutory Auditors is responsible for supervising:

• a) the observance of the law and the Corporate By-Laws ("By-Laws")

• b) the respect of the principles of correct administration;

• c) the adequacy of the organizational structure of the company for aspects of its competence, the internal audit system and the administration and accounting system, and also the reliability of the latter in correctly representing management events;

• d) the methods of concrete implementation of the corporate governance rules in the Code; d) the adequacy of the instructions given by the company to its subsidiaries in terms of insider information. The functioning of the corporate bodies is governed, in addition to the laws in force on the matter and the By-Laws, by the Code and, as regards the Board of Directors, by the relevant regulation (Section 4.4).

Since 2020 (regarding the 2019 business year), the Company has published, pursuant to Legislative Decree 254/2016, a consolidated non-financial declaration ("NFD") as an integral part of the Directors' Report in the Annual Financial Report.

In preparing the NFD, the Company has used as reference framework the "Sustainability Reporting Standards" published in October 2016 by the Global Reporting Initiative ("GRI") and subsequent updates, using the "GRI-Referenced" approach.

During the course of 2021, the Company also published the first Sustainability Report for the 2020 business year, also in order to show the data and information contained in the NFD in a different and more immediate representation so as to enable the stakeholders to benefit more from it.

On 15 March 2022, the Company approved the Sustainability Report for the Business Year also containing the information required by the regulation for the NFD, which will be published in a separate report form the Directors' Report.

The Sustainability Report can be consulted on the company's websitewww.marr.it/sostenibilita/bilancio-di-sostenibilita.

The Company is included in the definitions in the Code of:

• - Large Company - given that MARR's capitalisation was in excess of 1 billion Euros on the last trading day of each of the three previous solar years;

• - Concentrated Ownership Company - given that Cremonini S.p.A. directly holds the majority of the shares bearing voting rights for the ordinary shareholders' meeting.