MARR S p A : 28 April 2023, Shareholders' Meeting. Reports and proposals by the Directors on items 1, 2, 5 and 6 of the agenda

Shareholders' Meeting

28 April 2023

Reports and proposals by the Directors on the items 1, 2, 5 and 6 of the agenda

MARR S.p.A.

Via Spagna, 20 - 47921 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 Company subject to the management and coordination of Cremonini S.p.A. - Castelvetro (MO)

1. ANNUAL FINANCIAL STATEMENTS AS AT 31 DECEMBER 2022, REPORT BY THE DIRECTORS, THE BOARD OF STATUTORY AUDITORS AND THE INDEPENDENT AUDITING FIRM; RELATED AND CONSEQUENT RESOLUTIONS. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2022.

Dear Shareholders,

The Board of Directors of the Company has convened this ordinary Shareholders' Meeting for the approval of the annual financial statements of MARR as at 31 December 2022.

The annual financial statements for the 2022 business year, approved by the Board of Directors on 14 March 2023, show a profit of 25,400,891 Euros.

On the same date, the Board of Directors also approved the Consolidated Financial Statements of the MARR Group as at 31 December 2022 and the Sustainability Report of the MARR Group as at 31 December 2022, which is the same as the non-financial declaration prepared in accordance with Legislative Decree 254/2016.

Please note that the documentation (Annual Financial Report 2022 and Sustainability Report of the MARR Group at 31 December 2022) is made available at the registered office, on the Company's website at www.marr.it, on the authorized storage mechanism "emarketstorage" (www.emarketstorage.com) as well as at the headquarter in Santarcangelo di Romagna, Via Pasquale Tosi 1300.

The above holding firm and taken into consideration, the Board of Directors therefore proposes that the following resolution proposal be approved:

"The Shareholders' Meeting, having examined:

• The Report on Operations by the Board of Directors;
• the Reports by the Board of Statutory Auditors and the independent auditing firm on the MARR S.p.A. financial statements as at 31 December 2022, the consolidated financial statements of the MARR Group as at 31 December 2022 and the relative reports;
• The Sustainability Report of the MARR Group as at 31 December 2022, which is the same as the non-financial declaration prepared in accordance with Legislative Decree 254/2016,

deliberates

to approve the MARR S.p.A. annual financial statements as at 31 December 2022, which show a business year profit of 25,400,891 Euros".

Rimini, 14 March 2023

For the Board of Directors

The Chairman

Ugo Ravanelli

2. ALLOCATION OF THE BUSINESS YEAR RESULT; RELATED AND CONSEQUENT RESOLUTIONS.

Dear Shareholders,

acknowledging that the 2022 Annual Financial Statements of MARR S.p.A. closed with a profit for the business year of

25,400,891 Euros, we propose that:

a) the profit of 25,400,891 Euros be allocated as follows:

• gross dividend of 0.38 Euros per ordinary share having right;
• allocation of the residual amount to the extraordinary reserve, the amount of which will be determined on the basis of the treasury shares in portfolio on the ex coupon date;

1. pay out the dividend on Wednesday 24 May 2023, with ex coupon (no. 18) on Monday 22 May 2023 and record date on Tuesday 23 May 2023, as per the regulations of Borsa Italiana.

The above holding firm and taken into consideration, the Board of Directors therefore proposes that the following resolution proposal be approved

"The Shareholders' Meeting

deliberates

• to allocate a gross dividend of 0.38 Euros per each ordinary share having right;
• to allocate the residual amount to the extraordinary reserve. the amount of which will be determined on the basis of the treasury shares in portfolio on the ex coupon date;
• to pay out the dividend on Wednesday 24 May 2023, with ex coupon (no. 18) on Monday 22 May 2023 and record date on Tuesday 23 May 2023, as per the regulations of Borsa Italiana."

Rimini, 14 March 2023

For the Board of Directors

The Chairman

Ugo Ravanelli

5. REPORT ON REMUNERATION POLICY AND REMUNERATION PAID; PRESENTATION OF THE FIRST SECTION OF THE REPORT AND NON-BINDING RESOLUTION REGARDING THE SECOND SECTION OF THE REPORT PURSUANT TO ART. 123 TER PARAGRAPH 6 LEGISLATIVE DECREE No. 58/1998.

Dear Shareholders,

The Board of Directors is presenting and submitting for your attention the "Report on remuneration policy and remuneration paid " (hereinafter also the "Report"), approved by the Board itself on 14 March 2023, and prepared with the aim of providing the shareholders of MARR and the market with wide-ranging and detailed information on the Remuneration Policy and remuneration paid with regard to the members of the administration and control bodies and the directors with strategic responsibilities pursuant to art. 1 23-ter of Legislative Decree 58/1998 and in compliance with the schemes recalled in art. 84.4 of the Issuer Regulation adopted by Consob in resolution no. 11971/1999.

The Report is in two sections;

• the First Section illustrates the Company's Remuneration Policy effective from 2023 and the procedures envisaged for the adoption and implementation of this Policy;
• the Second Section illustrates nominatively the remuneration of the administration and control bodies paid out to each of the members during the 2022 business year.

It should be noted that the "First Section" was approved by the Shareholders' Meeting of 28 April 2022, therefore it will not be subject to further approval by the Shareholders' Meeting.

The above holding firm, the Board of Directors intends to submit for binding vote by the Shareholders' Meeting the "Second Section" of the Report, that is the following resolution proposal:

"The Shareholders' Meeting

deliberates

- to approve the "Second Section" of the Report on remuneration policy and remuneration paid."

Rimini, 14 March 2023

For the Board of Directors

The Chairman

Ugo Ravanelli

6. AUTHORISATION TO PURCHASE, ALIENATE AND DISPOSAL TREASURY SHARES; AFTER WITHDRAWAL OF THE AUTHORIZATION CONFERRED BY THE SHAREHOLDERS' MEETING OF 28 APRIL 2022 FOR THE PART NOT CARRIED OUT, RELATED AND CONSEQUENT RESOLUTIONS.

Dear Shareholders,

this report illustrates the proposal that the Board of Directors of MARR intends to submit for your approval in relation to the authorisation to purchase, alienate and disposal of treasury shares.

The Board of Directors first recalls that the Shareholders' Meeting of 28 April 2022 authorized the purchase, in one or more tranches, of ordinary shares up to a maximum number that does not exceed 5% of the share capital, or within the limits pursuant to art. 2357 paragraph 3 of the Civil Code.

At the date of approval of this report, MARR's subscribed and paid-up share capital amounts to Euro 33,262,560 and is divided into no. 66,525,120 ordinary shares with a nominal value of Euro 0.50 and the total amount of treasury shares held is equal to 462,360 (representing 0.70% of the share capital).

The Board of Directors believes that the reasons which led to the request to the Shareholders' Meeting for authorization to proceed with the purchase and disposal of treasury shares are to be considered still valid. Given the above, in consideration of the expiry (October 28, 2023) of the resolution authorizing the purchase and disposal of treasury shares, and in order to allow the Company to retain the right to purchase and dispose of treasury shares, the Board of Directors deems it appropriate propose to the Shareholders' Meeting to issue a new authorization, for a similar period of 18 months, starting from the date of the related resolution, subject to revocation of the previous authorization resolution passed for the part not implemented.

The terms and methods for the purchase and disposal of the Company's treasury shares are indicated below, which the Board of Directors is submitting to you for the purpose of issuing - by the Ordinary Shareholders' Meeting convened for 28 April 2023 - the relative authorisation.

1. Reasons for which the authorization for the purchase, sale and disposal of treasury shares is requested.

As noted above, the authorization period for the purchase and sale of treasury shares resolved by the Shareholders' Meeting of 28 April 2022 will end within a few months; therefore the Board of Directors deems it useful and appropriate to propose to the Shareholders to proceed with the issue of a new authorization for the purchase and disposal of treasury shares, in compliance with current legislation, as better specified below, subject to revocation of the aforementioned authorization resolution taken on 28 April 2022 for the unexecuted part. Pursuant to the provisions of articles 2357 and

2357-ter code civ., as well as those pursuant to art. 132 TUF, this authorization is aimed, in the interest of the Company:

1. to carry out, directly or through intermediaries, any investment transactions also to contain anomalous movements in listing, to regularize the trend of trading and prices and to support the liquidity of the security on the market, so as to favor the regular conduct of trading outside of the normal variations linked to market trends, without prejudice in any case to compliance with current provisions;
2. to carry out, in line with the Company's strategic guidelines, capital transactions or other transactions in relation to which it is necessary or advisable to proceed with the exchange or sale of share packages to be carried out by means of exchange, transfer or other act of disposal.