Servizi Italia S p A : Directors' Explanatory Report on items 1, 2, 3 and 5 on the agenda of the ordinary session, as well as item 1 on the agenda of the extraordinary session of the Shareholders' Meeting

Directors' Explanatory Report

on items 1, 2, 3 and 5 on the agenda

of the ordinary session, as well as item 1 on the agenda of the extraordinary session of the Shareholders' Meeting

convened for 22 April 2024 (first call) and, if necessary, 23

April 2024 (second call)

Servizi Italia S.p.A.

Registered Office Via S. Pietro, 59/b - 43019 Castellina di Soragna (PR)

Fully paid-up share capital Euro 31,809,451.00

Tax code and registration number with the Companies Register of Parma 08531760158

www.servizitaliagroup.com

Dear Shareholders,

The Board of Directors of Servizi Italia S.p.A. (the "Company") hereby submits this Report to you drafted in accordance with Article 125-ter, paragraph 1 of Italian Legislative Decree No. 58/1998, as amended and supplemented ("CFA"), Articles 73 and 84-ter of the Regulations adopted by CONSOB with Resolution No. 11971/99, as subsequently amended and supplemented ("Issuer Regulations"), and in compliance with the provisions of Annex 3A, Schedules 3 and 4 of the Issuer Regulations, to provide information on items 1, 2, 3 and 5 on the agenda of the Ordinary Shareholders' Meeting convened at the registered office of the Company, in Via San Pietro 59/b, 43019, Castellina di Soragna (PR), on 22 April 2024 at 10:30 a.m. for the first call and, if necessary, the second call will take place on 23 April 2024, at the same time and place.

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With reference to the first item on the agenda of the ordinary part of the Shareholders' Meeting:

1. Separate financial statements as at 31 December 2023; Board of Directors' Report on Operations; Board of Statutory Auditors' Report and Independent Auditors' Report; allocation of the profit (loss) for the year; related and contingent resolutions; presentation of the consolidated financial statements as at 31 December 2023.

1. approval of the separate financial statements as at 31 December 2023 and of the Board of Directors' Report on Operations.
2. allocation of the profit (loss) for the year.

Dear Shareholders,

We wish to remind you that all comments relating to the first item on the agenda, including the related proposed resolutions, are included in the file "Annual Financial Report as at 31 December 2023", including the draft separate financial statements and the consolidated financial statements as at 31 December 2023, the Management Report of the Directors, the certification pursuant to Article 154-bis paragraph 5 of the CFA, the Reports of the Independent Auditors and of the Board of Statutory Auditors and the consolidated non-financial statement pursuant to Legislative Decree No. 254/16, which will be made available to the public on 28 March 2024 and, in any case, within the deadline set in Article 154-ter of the CFA of at least twenty-one days before the date of the Shareholders' Meeting on first call, i.e. by 1 April 2024, at the registered office, in the authorised storage mechanism eMarket Storage at the address www.emarkestorage.comand on the Company's website www.servizitaliagroup.com ( Corporate Governance >Shareholders' Meeting>2024). Within the same period and according to the same methods, the additional documentation required by the regulations in force will be made available to the public.

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With reference to the second item on the agenda of the Shareholders' Meeting:

2. Remuneration policy as per art. 123-ter of Italian Legislative Decree no. 58 of 24 February 1998; Report on the remuneration policy and remuneration paid pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998; resolutions pertaining thereto and resulting therefrom:

1. approval of the remuneration policy illustrated in the first section of the Report on the remuneration policy and remuneration paid;
2. advisory vote on the second section of the Report on the remuneration policy and on remuneration paid.

Dear Shareholders,

We wish to remind you that any comments relating to the second item on the agenda of the ordinary part are included in the Report on the remuneration policy and remuneration paid drafted by the Board of Directors pursuant to Article 123-ter of the CFA, which will be made available to the public at least twenty-one days before the date of the Shareholders' Meeting on first call, i.e. by 1 April 2024, at the Company's registered office, in the authorised eMarket Storage mechanism at www.emarkestorage.com and on the Company's website www.servizitaliagroup.comin the Corporate Governance>Shareholders' Meeting>2024 section.

It should be noted that the Report on remuneration policy and remuneration paid consists of two sections: (i) the first providing a clear and comprehensible description of the remuneration policy for the members of the Board of Directors and executives with strategic responsibilities with reference to the 2024-2026 financial years and, without prejudice to the provisions of Article 2402 of the Italian Civil Code, for the members of the control body, as well as of the procedures pertaining to the adoption and implementation of this policy; (ii) the second is aimed at providing, in a clear and comprehensible manner, an adequate representation of the items that make up the remuneration of the management and control bodies and executives with strategic responsibilities, and providing information on the remuneration paid in the 2023 financial year.

It should be noted that, pursuant to the current Article 123-ter of the CFA (as amended by Italian Legislative Decree no. 49 of 10 May 2019), the Shareholders' Meeting is required to express its vote on the remuneration policy detailed in both "Section One" and "Section Two" of the Report on remuneration policy and remuneration paid.

Pursuant to art. 123-ter, paragraph 3-ter of the Consolidated Finance Act, the resolution on the remuneration policy illustrated in Section One of the Report will be binding. The resolution on Section Two of the Report, in compliance with the provisions of Article 123-ter, paragraph 6 of the CFA, shall not be binding.

Proposal for Board of Directors resolution

If you agree with the contents of the Report on remuneration policy and remuneration paid, we propose that you approve:

1. the following remuneration policy resolution proposal illustrated in Section One of the Report on the remuneration policy and remuneration paid;
   "The Shareholders' Meeting:

• having regard to Articles 123-ter of Italian Legislative Decree No. 58 of 24 February 1998 and 84-quater of the Regulation adopted with CONSOB Resolution No. 11971/99;
  having acknowledged the Remuneration Policy illustrated in the first section of the Remuneration Policy Report and remuneration paid drawn up by the Board of Directors pursuant to Article 123-ter of Legislative Decree No 58 of 24 February 1998;
• considering that, pursuant to Article 123-ter, paragraph 3-ter of Legislative Decree No 58 of 24 February 1998, this resolution shall be binding for the Board of Directors;

resolves

to approve the Remuneration Policy of Servizi Italia S.p.A. illustrated in the first section of the Remuneration Policy Report and remuneration paid drawn up by the Board of Directors pursuant to Article 123-ter of Legislative Decree No 58 of 24 February 1998 ";

1. the following resolution proposal on Section Two of the Report on remuneration policy and remuneration paid:

"The Shareholders' Meeting:

- having regard to Articles 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 and 84- quater of the Regulation adopted by Consob resolution no. 11971/99;

• having acknowledged the second section of the Report on remuneration policy and remuneration paid prepared by the Board of Directors pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998;
• considering that, pursuant to Article 123-ter, paragraph 6, of Italian Legislative Decree No. 58 of 24

February 1998, this resolution shall not be binding for the Board of Directors;

resolves

to express favourable opinion on the second section of the Report on remuneration policy and remuneration paid prepared by the Board of Directors of Servizi Italia S.p.A. pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998."

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With reference to the third item on the agenda of the ordinary part of the Shareholders' Meeting:

3. Authorisation to purchase and to dispose of treasury shares and to execute all related transactions, subject to revocation of the previous resolution, to the extent not used; resolutions pertaining thereto and resulting therefrom:

Dear Shareholders,

We wish to remind you that, by a resolution passed on 20 April 2023, you have authorised the purchase of treasury shares up to a maximum limit of 20% of the share capital at the time and for a maximum period of 18 months from the date of the recalled resolution. The effects of this resolution shall expire during the financial year 2024, namely on 20 October 2024.

The reasons for asking the Shareholders' Meeting, in April 2023, to authorise the purchase and disposal of treasury shares are still valid today. We therefore deem it useful that, at the next Shareholders' Meeting, we shall propose to issue a new Authorisation to purchase and dispose of treasury shares for a period of 18 months from the date of the relevant resolution, subject to the

revocation of the Authorisation granted by the resolution passed by the Shareholders' Meeting on 20 April 2023, to the extent not used.

Below are the reasons, methods and terms that we wish to submit for renewal, to the Shareholders' Meeting, the Authorisation to purchase and dispose of treasury shares.

1. Reasons for requesting Authorisation to purchase and dispose of treasury shares

The Authorisation to purchase and dispose of treasury shares, is requested in order to meet strategic and operational flexibility requirements, which allows for the following:

• providing the Company with the necessary funds for payment in the context of corporate and/or financial transactions of an extraordinary nature, so that treasury shares in the portfolio can be used as a means of payment (or possibly as a guarantee) in transactions of an extraordinary nature such as, by way of example but not limited to, mergers and divestments, to receive the necessary funds for acquisition projects, and/or in the context of transactions of exchange and/or sale of share packages and/or for the conclusion of commercial and/or strategic alliances or for other uses deemed to be of financial and/or management interest for the Company;
• using treasury shares, either purchased or already in the portfolio, for the exercise of rights, including conversion rights, deriving from financial instruments issued by the Company;
• disposing of treasury shares in relation to compensation plans based on financial instruments pursuant to Article 114-bis of the TUF as approved by the Shareholders' Meeting, and/or to plans for the free assignment of shares to Shareholders;
• intervening in the market, directly or through intermediaries, in compliance with the provisions in force, in an attempt to improve the liquidity of the security by carrying out activities to support it, without prejudice to the equal treatment of Shareholders, especially in the presence of excessive volatility;
• investing, directly or through intermediaries, in an optimal form and with a medium- and long-term view, the company's liquid assets, also for the purpose of establishing long-term shareholdings and regularising the performance of the share price in accordance with the provisions in force.

1. Maximum number, category and nominal value of the shares to which the Authorisation refersAs of today, the Company's share capital consists of 31,809,451 ordinary shares, all with a nominal value of Euro 1 each.
   In this regard, it is proposed that the Shareholders' Meeting authorises, pursuant to Article 2357 et seq. of the Italian Civil Code, the purchase, in one or more instalments of a number of ordinary shares not exceeding one fifth of the share capital, taking into account the treasury shares already held in portfolio. Considering that 20% of the share capital is represented by 6,361,890 ordinary shares and that, as at the date of approval of this Report, the Company already holds no. 2,580,102 treasury shares, equal to approximately 8,11% of the share capital, the Company has the right to purchase an additional maximum number of 3,781,788 ordinary shares corresponding to approximately 11,89% of the share capital.
   The Authorisation submitted to the Shareholders' Meeting also includes the power to subsequently dispose of all or part of the treasury shares in portfolio, including in several instalments, even before the maximum number of shares that may be purchased has been reached.
2. Additional information useful for a full assessment of compliance with the provision set forth in Article 2357, paragraph 3 of the Italian Civil Code.
   It should be noted that none of the Company's subsidiaries owns Servizi Italia S.p.A. shares and that in any case, at any time, the maximum number of treasury shares held, also taking into account any shares

that may be held by subsidiaries, shall never exceed one fifth of the share capital. This limit refers to all treasury shares held by the Company in its portfolio including, therefore, purchases made under previous resolutions and the Company's shares held by its subsidiaries.

In this regard, subsidiaries will be given specific instructions to promptly report any acquisition of treasury shares, pursuant to Article 2359-bis of the Italian Civil Code.

The number of treasury shares that can be purchased within the limits set in Article 2357, paragraphs 1 and 3 of the Italian Civil Code will also be based on the purchase price, to the extent that the same can be found in the distributable profits and in the available reserves resulting from the last duly approved financial statements.

The Board of Directors shall verify compliance with the provisions of Article 2357, paragraphs 1 and 3 of the Civil Code when making each authorised purchase.

The Board of Directors highlights the need to create, at the same time as the purchase, an unavailable reserve in an amount equal to the own shares recorded in the assets of the balance sheet, pursuant to Article 2357-ter, paragraph 3 of the Italian Civil Code (the "Reserve for Treasury Shares in Portfolio"), taking this amount from the available extraordinary reserve. In the event of a subsequent transfer, exchange, contribution, cancellation or write-down of the carrying value of treasury shares being acquired, the Reserve for Treasury Shares in Portfolio shall revert to the available extraordinary reserve, for a value equal to the carrying value of the treasury shares being transferred, exchanged, contributed, cancelled or written down.

1. Requested duration of the Authorisation

The Authorisation to purchase is requested for the maximum duration permitted by Article 2357, paragraph 2 of the Civil Code, i.e. for a period of 18 months from the date on which the Shareholders' Meeting adopts the relevant Authorisation resolution.

As regards the disposal of treasury shares already in the portfolio and those that will be purchased in accordance with the purposes described above, it is hereby proposed that the Shareholders' Meeting does not set a time limit, in light of the fact that there are currently no regulatory constraints in this regard and in light of an advised maximum flexibility, including in terms of time, for the disposal of such shares, leaving the Board of Directors free to carry out authorised transactions once or more at any time.

1. Minimum and maximum price and market valuation on the basis of which they were determined5.1) The purchase of treasury shares must be carried out on the market, in compliance with the applicable laws and regulations:
   • at a minimum purchase price not lower than 20% of the weighted average of the official prices of the shares recorded by Euronext Milan in the three days preceding each individual transaction (or the announcement of the transaction, depending on the technical procedures identified by the Board of Directors);
   • at a maximum purchase price not exceeding 20% of the weighted average of the official prices of the shares recorded by Euronext Milan in the three days preceding each individual transaction (or the announcement of the transaction, depending on the technical procedures identified by the Board of Directors).
   For purchases made on the market, however, the additional conditions set out in Article 3 of the Delegated Regulation (EU) 2016/1052 shall apply in terms of purchase prices. In particular, with regard to the definition of volumes and unit prices, purchases will be made, in accordance with the conditions laid down in the aforementioned article, namely:

• shares shall not be purchased at a price exceeding the higher price between the last independent transaction and the price of the highest current independent purchase offer on the purchase market;
• the daily purchase quantities shall not exceed 25% of the average daily trading volume of Servizi Italia S.p.A.'s shares. The daily volume shall be calculated on the basis of the average daily trading volume during one of the following periods:

1. during the month preceding the month in which the market is notified of the average daily volume of shares to be purchased. This volume will be fixed and shall apply throughout the duration of the plan;
2. in the 20 trading days preceding the date of purchase, when the volume is not indicated in the plan; Treasury shares in the portfolio may be disposed of as follows:

1. by sale on the stock exchange or in blocks, including in accordance with private negotiations. In such cases, the following limits will be observed:
2. • the minimum sale price shall not be lower than 20% of the weighted average of the official prices of the shares recorded on the market of Euronext Milan in the three days preceding each individual transaction and, in any case, in compliance with the laws and regulations in force;
   • the maximum sale price may not exceed 20% of the weighted average of the official prices of the shares recorded by Euronext Milan in the three days preceding each individual transaction and, in any case, in compliance with the laws and regulations in force;
3. in terms of the price for the purchase of shareholdings or companies; in such cases, these disposals may be carried out at a consideration which may not be less than 15% of the arithmetical average of the official price recorded by the security during the 90 days preceding the date of disposal;
4. the price of the disposal, if the sale is carried out for a cash consideration, may not be less than 90% of the weighted average purchase price and, in any event, may not be less than the lower of the purchase prices.
   These price limits may be waived both in the case of exchanges or transfers of treasury shares (or the provision of guarantees on them) as part of the implementation of transactions concerning business and/or commercial projects and/or in any case of interest to the Issuer or the Group, and in the case of the assignment and/or transfer, for consideration or free of charge, of shares or options on them in relation to (i) compensation plans based on financial instruments pursuant to Article 114-bis of the Consolidated Law on Finance TUF (in favour, inter alia, of directors, employees, collaborators, agents and consultants of the Company), and/or (ii) the issue of financial instruments convertible into shares and/or (iii) programmes for the free assignment of shares to Shareholders and/or (iv) a public sale or exchange offer.
   Disposal transactions shall be accounted for in accordance with the applicable legal provisions and accounting principles.

1. Methods applied to purchases and disposals

Purchase transactions shall, in any case, be carried out in compliance with Articles 2357 et seq. of the Italian Civil Code, Article 5 of EU Regulation No. 596/2014 ("Market Abuse Regulation", hereinafter "MAR"), Article 132 of the CFA, Article 144-bis of the Issuer Regulation, accepted market practices and the guidelines adopted by the Supervisory Authority from time to time, and therefore, inter alia:

1. by means of a public purchase or exchange offer, or (ii) on the market or, where applicable, on multilateral trading systems, in accordance with the operating procedures established by the market management company that do not allow the direct matching of trading proposals for purchase with predetermined trading proposals for sale, or (iii) by the purchase and sale, in compliance with current regulatory provisions, of derivative instruments traded on regulated markets or, where applicable, on multilateral trading systems that provide for the physical delivery of the underlying shares, or (iv) by

the allocation to Shareholders, in proportion to the shares they hold, of a put option to be exercised under the terms identified by the Board of Directors within a maximum period of 18 (eighteen) months from the date on which the Shareholders' Meeting adopts the corresponding resolution, or (v) in the manner established by market practices permitted by CONSOB pursuant to Article 13 of the MAR and/or by the guidelines adopted by the Supervisory Authority applicable from time to time, and in any case in such a way as to ensure equal treatment between Shareholders and compliance with all applicable rules, including European rules (and, in particular, the regulatory technical standards adopted in implementation of the MAR).

Treasury shares may be purchased in other ways than those indicated above where permitted in accordance with the regulations in force from time to time and/or the guidelines of the Supervisory Authority, taking into account the need to comply with the principle of equal treatment of shareholders in all cases.

The shares to be acquired in execution of the shareholders' Authorisation may be subject to disposal and, in this context, may also be sold, even before having reached the maximum number of purchases covered by this authorisation, on one or more occasions, without time limits, in the manner deemed most appropriate by the Company, including, by way of example, a sale on the stock exchange and/or over the counter and/or on the block market, by means of an institutional placement, as consideration for equity investments and/or companies, as well as based on the execution of agreements with strategic partners and in any case under any other form of disposal permitted by the relevant regulations in force, including the public offer for sale or exchange and the assignment and/or transfer, for consideration or free of charge, of shares or related options in accordance with (i) the compensation plans based on financial instruments pursuant to Article 114-bis of the TUF, (ii) the issue of financial instruments convertible into shares and (iii) the plans for the free assignment of shares to Shareholders.

1. Involvement of the purchase of treasury shares in the reduction of the share capital

It should be noted that the request for Authorisation to purchase treasury shares is not, at present, aimed at operations to reduce the share capital by cancelling treasury shares purchased in accordance with the purposes of paragraph 2 of Article 5 of the MAR.

Trading in treasury shares, in the context of buyback plans, shall comply with the conditions set out in Article 5 of the MAR, Delegated Regulation (EU) 2016/1052 and/or be carried out in accordance with the market practices permitted by Consob pursuant to Article 13 of the MAR and/or the guidelines of the Supervisory Authority, so as to benefit, where applicable, from the protection provided by MAR or the permitted market practices.

The treasury share buyback plan shall be coordinated by an investment entity that will make the negotiation decisions on when to purchase Servizi Italia S.p.A. in full independence from the latter, within the limits granted by the authorisation submitted for approval by the Shareholders' Meeting.

Proposal for Board of Directors resolutions

In light of the above, if you agree with the proposal of the Board of Directors, we hereby ask you to approve the following resolutions:

"The Shareholders' Meeting:

• having acknowledged and approved the Board of Directors' Explanatory Report;
• having regard to the provisions of Articles 2357 and 2357-ter of the Italian Civil Code, Article 132 of Italian Legislative Decree no. 58 of 24 February 1998, Article 144-bis of the Consob Regulation adopted by Resolution no. 11971/99, as amended, as well as Article 5 of EU Regulation no. 596/2014 and Chapter II of the Delegated Regulation 2016/1052;
• having regard to the financial statements for the year ended 31 December 2023;

resolves

1. to revoke the previous Authorisation to repurchase treasury shares that was granted on 20 April 2023, to the extent not used;
2. to authorise the Board of Directors to purchase treasury shares with a unit value of Euro 1 within the maximum limit foreseen by Article 2357 of the Italian Civil Code, corresponding to 20% of the pro-tempore share capital and therefore, as of today, for a maximum of 6,361,890 ordinary shares taking into account the shares held from time to time by the Company and its subsidiaries and within the limits of the distributable profits and available reserves resulting from the last duly approved financial statements, while specifying that:
3. • purchases may be made at any time, in one or more tranches, within 18 months of today's Shareholders' Meeting;
   • the share buyback plan may be coordinated by an investment entity that will make the negotiation decisions on when to purchase Servizi Italia S.p.A. in full independence from the latter;
   • purchases may be made in accordance with the provisions of Article 5 of EU Regulation No. 596/2014, Article 132 of Italian Legislative Decree No. 58 of 24 February 1998, Article 144-bis of the Regulation adopted by CONSOB resolution No. 11971/99, with accepted market practices and/or with the guidelines adopted by the Supervisory Authority applicable from time to time, and therefore, inter alia:
   • 1. by means of a public purchase or exchange offer, (ii) on the market or, where applicable, on multilateral trading systems, in accordance with the operating procedures established by the market management company, (iii) by means of the purchase and sale, in accordance with the regulatory provisions, in force from time to time, of derivative instruments traded on regulated markets or, where applicable, on multilateral trading systems that provide for the physical delivery of the underlying shares; (iv) by means of the allotment to the Shareholders, in proportion to the shares held by them; of a put option to be exercised under the terms identified by the Board of Directors within the maximum term of 18 (eighteen) months from today's date; (v) through the various methods established by market practices accepted by CONSOB pursuant to Article 13 of the Regulation (EU) No. 596/2014; (vi) in the various ways permitted by the regulations in force from time to time and/or by the guidelines of the Supervisory Authority;
   • the purchase price of each share may not be more or less than 20% of the weighted average of the official prices of the shares recorded on the market of Euronext Milan in the three days preceding each purchase transaction (or the announcement of the transaction, depending on the technical procedures identified by the Board of Directors);
   • purchases must be made within the limits of distributable profits and available reserves as set out in the latest approved annual financial statements;
   • for purchases made on the market, however, the additional conditions set out in Article 3 of the Delegated Regulation (EU) 2016/1052 shall apply, i.e.
   • 
     shares shall not be purchased at a price exceeding the higher price between the last independent transaction and the price of the highest current independent purchase offer on the purchase market; - the daily purchase quantities shall not exceed 25% of the average daily trading volume of the security of Servizi Italia S.p.A. stock.;
     - the average daily volume will be calculated on the basis of the average daily trading volume:

     • during the month preceding the month in which the market is notified of the average daily volume of shares to be purchased. This volume will be fixed and shall apply throughout the duration of the plan;
     • in the 20 trading days preceding the date of purchase, when the volume is not indicated in the plan;

1. to authorise the Board of Directors, pursuant to Article 2357-ter of the Italian Civil Code, to dispose, at any time, in whole or in part, on one or more occasions and even before having exhausted the purchases, of the treasury shares purchased under this resolution, establishing that:
2. • the sale may take place in the manner deemed most appropriate in the interest of the Company including, by way of example, the disposal on the stock exchange and/or on the block market, by way of an institutional placement, and over-the-counter as consideration for equity investments or businesses, as well as for the conclusion of agreements with strategic partners and in any case under any other form of disposal permitted by the applicable regulations, with the provision that:
   • • in the event of sale on the stock exchange and/or in blocks, the transfer price of each share may not be lower or higher than 20% of the weighted average of the official prices of the shares recorded on the market of Euronext Milan in the three days preceding each individual transaction;
     • in the event of disposal for the purchase of shareholdings or companies, the consideration per share shall not be lower than 15% of the arithmetical average of the official prices of the shares recorded on the market of Euronext Milan in the 90 days preceding the date of disposal;
     • the price of the disposal, if the sale is carried out for a cash consideration, may not be less than 90% of the weighted average purchase price and, in any event, may not be less than the lowest of the purchase prices;
   • the afore-mentioned price limits may be waived both in the case of exchanges or transfers of treasury shares (or provision of guarantees over them) as part of the implementation of transactions related to business and/or commercial projects and/or in any case of interest to the Issuer or the Group, and in the case of the assignment and/or transfer, for consideration or free of charge, of shares or options on the same in relation to (i) compensation plans based on financial instruments pursuant to Article 114-bis of the TUF (in favour of, inter alia, directors, employees, collaborators, agents and consultants of the Company), and/or (ii) the issue of financial instruments convertible into shares and/or (iii) plans for the free assignment of shares to Shareholders and/or (iv) a public sale or exchange offer;
   • the Authorisation to dispose of the treasury shares, even before the purchases are exhausted, is given without time limit;
3. the Board of Directors is granted all powers necessary to implement the above resolutions, also through special attorneys or special intermediaries, complying with any requests made by the competent Authorities".

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With reference to the fifth item on the agenda of ordinary part of the Shareholders' Meeting:

5. Appointment of the Independent Auditors for the period 2024-2032 and determination of the related consideration; inherent and consequent resolutions.

Dear Shareholders,

as is known, with the approval of the financial statements as at 31 December 2023, the statutory audit engagement assigned by the Shareholders' Meeting on 22 April 2015 to the independent auditors Deloitte & Touche SpA expires and the entire maximum nine-year period envisaged by art. 17 of Italian Legislative Decree no. 39 shall have lapsed. By law, therefore, this appointment cannot be renewed.

It should be noted that the procedure for the selection of the independent auditors was conducted under the constant supervision of the Board of Board of Statutory Auditors of the Company, in its capacity as Internal Control and Audit Committee pursuant to art. 19 of Italian Legislative Decree no. 39 of 27 January 2010, also taking into account that the Company qualifies as an SME pursuant to EU Reg. No. 537/2014 and EU Regulation 2017/1129.