Recordati : 28 March 2024 - Directors' Report on item 1 on the agenda – Financial statements approval and allocation of profit

This is an English courtesy translation of the original documentation prepared in Italian language

DIRECTORS' REPORTS ON THE PROPOSALS ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

(22nd APRIL 2024 SINGLE CALL)

Report on item 1 on the agenda and related resolution proposal

Board of Directors' Review of Operations; Report of the Board of Statutory Auditors; Financial Statements as at and for the financial year ended 31st December 2023; related and consequent resolutions:

• a) Financial Statements as at 31st December 2023;

• b) allocation of the profit for the 2023 financial year.

To Our Shareholders,

We propose that you approve the following resolutions:

"The Ordinary General Meeting of the Shareholders of RECORDATI S.p.A.,

• - having read the Board of Directors' Review of Operations and the Report of the Board of Statutory Auditors, as well as the consolidated non-financial statement;

• - having acknowledged the certification reports of the auditing firm, one of which relating to the separate company financial statements, another to the consolidated financial statements and also the additional report of the auditing firm relating to the consolidated non-financial statement

resolves

• First resolution:

  • • to approve the Board of Directors' Review of Operations;

  • • to approve the separate company financial statements as at and for the year ended 31.12.2023;

• Second resolution:

  • • to distribute to shareholders a dividend of € 1.20 on each ordinary share (with account taken of the interim dividend for the financial year 2023 of € 0.57 per share, and therefore with a balance on that interim dividend of € 0.63 per share), an amount that will be applied to the number of ordinary shares outstanding on the ex-dividend date and therefore excluding treasury stock held in portfolio by the Company on that date and to be drawn (i) for € 224,016,736 from the profits resulting from the separate company financial statements as at and for the year ended 31.12.2023 and (ii) for the excess from the Extraordinary Reserve;

  • • to grant a mandate to the Chairman of the Board of Directors and to the Chief Executive Officer, each individually, to ascertain, in due time, the amount to be distributed, in relation to the final number of shares on which a dividend is paid;

  • • to pay the dividend from 22nd May 2024 on coupon No. 33 with ex-dividend date 20th May 2024 and record date 21st May 2024."

*

Milan, 19th March 2024

For the Board of Directors

The Chief Executive Officer

Robert Koremans