Directors' explanatory report on the sole item on the agenda of the Ordinary Shareholders' Meeting of 9.12.2021

Registered office at Milano, Viale Isonzo n. 25

Share capital Euro 140.000.000 fully paid up

Milan Companies Register and Fiscal Code n. 00883670150

DIRECTORS' EXPLANATORY REPORT ON THE SOLE ITEM ON THE AGENDA OF THE SHAREHOLDERS' MEETING CONVENED IN ORDINARY SESSION FOR 9 DECEMBER 2021, ON FIRST CALL, AND FOR 10 DECEMBER 2021, ON SECOND CALL

Prepared pursuant to Article 125-ter of Legislative Decree 58/1998 as amended

Board of Directors

Eric Laflamme

Michele Bianchi

Giulio Antonello

Laura Guazzoni

Mark Evan Becker

Monta Ozolina

Jordan Saint John Lubkeman

Board of Statutory Auditors

Diana Rizzo

Giancarlo Russo Corvace

Tiziana Masolini

Auditors

PwC S.p.A.

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Dear Shareholders,

the Board of Directors of Reno De Medici S.p.A. (hereinafter, the "Company") wishes to inform you that the agenda for the Ordinary Shareholders' Meeting convened at Studio ZNR NOTAI in Milan, via Metastasio no. 5, on 9 December 2021, at 1.00 pm. 30, on first call, and for 10 December 2021, same time and place, on second call, by means of a notice published on the Company's website at www.rdmgroup.com, in the Governance/Shareholders' Meeting section, on 27 October 2021, as well as, on the same date, by extract in the daily newspaper "MF", is as follows:

1. Appointment of the Board of Directors.

1. Determination of the number and term of office of the Directors.
2. Appointment of members of the Board of Directors.
3. Appointment of the Chairman of the Board of Directors.
4. Determination of the Directors' remuneration

The purpose of this report is to illustrate the reasons for the proposal contained in the sole item on the agenda of the Ordinary Shareholders' Meeting, pursuant to Article 125-ter of Legislative Decree no. 58 of 24 February 1998, as subsequently amended (hereinafter, the "TUF").

* * * *

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1. 1. APPOINTMENT OF THE BOARD OF DIRECTORS.

2. DETERMINATION OF THE NUMBER AND TERM OF OFFICE OF THE DIRECTORS.
3. APPOINTMENT OF MEMBERS OF THE BOARD OF DIRECTORS.
4. APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS.
5. DETERMINATION OF THE DIRECTORS' REMUNERATION.

Dear Shareholders,

Following the completion of the acquisition by Rimini BidCo S.p.A., a company controlled by the Apollo fund, of a majority stake in Reno De Medici S.p.A. (hereinafter also the "Company") of 66.68% of the share capital from the Company's two largest shareholders, i.e. Cascades Inc. and Caisse de dépot et placement du Québec, on 26 October 2021 the Board of Directors of Reno De Medici S.p.A. received the resignation of the directors Ms Gloria Marino, Mr Sara Rizzon and Mr Alan Hogg, motivated by the change in corporate control. The Board of Directors then met on the same date and appointed by co-optation, in replacement of the resigning directors, the directors Mark Evan Becker, Monta Ozolina, Jordan Saint John Lubkeman

The current members of the Board of Directors are: Eric Laflamme, Michele Bianchi, Giulio Antonello (independent), Laura Guazzoni (independent), Mark Evan Becker, Monta Ozolina and Jordan Saint John Lubkeman.

At the end of the meeting of the aforementioned Board of Directors, the Chairman of the Board, Mr Eric Laflamme, also tendered his resignation with effect deferred to the earliest date between (i) 45 (forty-five) calendar days from today's date, and (ii) the end of the day preceding the date on which the next ordinary general meeting of the Company is to be held.

Consequently, the entire Board of Directors shall be deemed to have lapsed on the effective date of the resignation submitted by the Chairman of the Board of Directors, in accordance with the provisions of Article 12 of the Company's Articles of Association, the majority of the directors appointed by the Shareholders' Meeting ceasing to hold office..

Therefore, the Board resolved to convene the Ordinary Shareholders' Meeting for the appointment of the new Board of Directors, pursuant to Article 12 of the Company's Articles of Association, on 9 December 2021, at 1.30 p.m., at Studio ZNR NOTAI in Milan, via Metastasio no. 5 on first call and, if necessary, on second call on 10 December 2021, at the same time and place.

The Shareholders' Meeting is therefore invited to appoint the Board of Directors, in accordance with the terms and provisions of article 12 of the Company's Articles of Association.

The Board of Directors consists of a minimum of five and a maximum of fifteen Directors, according to the decision taken by the Shareholders' Meeting, for a term - determined at the time of appointment by the Shareholders' Meeting - that cannot exceed three

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financial years; the term of office of the Directors thus appointed expires on the date of the Shareholders' Meeting called to approve the financial statements for the last financial year of their office.

The Directors are appointed by the Shareholders' Meeting on the basis of lists submitted by the Shareholders, in which the candidates must be listed by a progressive number.

Candidates must meet the requirements of the law, the Articles of Association and other applicable provisions.

Furthermore, the composition of the Board of Directors must comply with the criteria indicated in the provisions concerning (i) the minimum number of directors meeting the independence requirements set forth in Article 148, paragraph 3, of the Consolidated Law on Finance, and (ii) gender balance. In this regard, it should be noted that lists presenting a number of candidates equal to or greater than three must ensure that, in the composition of the list, at least two-fifths of the candidates belong to the less represented gender. If the application of the gender balance criterion does not result in a whole number of members belonging to the least represented gender, such number shall be rounded up to the nearest whole number.

With regard to the entitlement to submit lists, it should be noted that Shareholders who, alone or with other Shareholders, hold a total of shares representing at least 2.5% of the share capital with voting rights at the Shareholders' Meeting, as established by Consob Executive Determination No. 28 of 30 January 2020 and Article 12 of the Company's Articles of Association, are entitled to submit lists. It should be noted that the ownership of the aforementioned minimum shareholding required for the submission of lists is determined by taking into account the shares that are registered in favor of the shareholder on the day on which the lists are deposited at the Company's registered office (i.e., at least twenty-five days before the date set for the Shareholders' Meeting in first call).

Each Shareholder may submit or take part in the submission of one list only, and each candidate may appear on one list only, under penalty of ineligibility. Each Shareholder, Shareholders participating in a Shareholders' agreement pursuant to Article 122 of the Consolidated Law on Finance, the parent company, subsidiaries and joint ventures pursuant to Article 93 of the Consolidated Law on Finance, may not submit or participate in the submission of more than one list, not even through a third party or trust company.

The lists must be accompanied by:

1. the appropriate certificate issued by an intermediary authorized by law proving ownership, at the time the list is filed with the Company, of the number of shares required for the presentation of the list itself;
2. declarations in which each candidate accepts his/her candidacy and certifies, under his/her own responsibility, the non-existence of causes of ineligibility and incompatibility provided for by the law and by the Articles of Association, as well as the existence of the requirements prescribed for the respective offices;

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