(F) Restrictions on voting rights (pursuant to Article 123-bis, paragraph 1, letter f) Consolidated Law on Finance (T.U.F.)) .................................................................................................................................................................................... 11

(G) Shareholder agreements (pursuant to Article 123-bis, paragraph 1, letter g) Consolidated Law on Finance (T.U.F.)) .................................................................................................................................................................................... 11

(H) Change of control clauses (pursuant to Article 123-bis, paragraph 1, letter h) Consolidated Law on Finance (T.U.F.)) and provisions established by the Articles of Association on public purchase offers (pursuant to Articles 104, paragraph 1-ter, and 104-bis, paragraph 1) Consolidated Law on Finance (T.U.F.)) ...................................................................... 11

(I) Powers to increase the share capital and authorisations to purchase treasury shares (pursuant to Article 123-bis, paragraph 1, letter m) Consolidated Law on Finance (T.U.F.)) .................................................................................... 11

As at 31 December 2021, the end of the reporting period, the Company held as treasury shares no. 4,711,879; as at the Date of the Report, the number of treasury shares held is 4,711,879.(L) Management and co-ordination activities (pursuant to Article

2497 et seq. of the Italian Civil Code) ........................................................................................................................... 12

3. COMPLIANCE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A), CONSOLIDATED LAW ON

FINANCE (T.U.F.)) ..................................................................................................................................................... 13

4. BOARD OF DIRECTORS ....................................................................................................................................... 14

4.1. ROLE OF THE BOARD OF DIRECTORS ........................................................................................................... 14

4.2. APPOINTMENT AND REPLACEMENT (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, LETTER L),

FIRST PART OF THE CONSOLIDATED LAW ON FINANCE (T.U.F.)) .................................................................. 15

4.3 COMPOSITION (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER D) AND D-BIS),

CONSOLIDATED LAW ON FINANCE (T.U.F.)) ....................................................................................................... 17

4.4. OPERATION OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-bis, PARAGRAPH 2, LETTER

d), CONSOLIDATED LAW ON FINANCE (T.U.F.)) .................................................................................................. 22

4.5 ROLE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ....................................................................... 24

4.6 EXECUTIVE DIRECTORS ................................................................................................................................... 25

4.7. INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTORS ....................................................... 32

5. MANAGING CORPORATE INFORMATION ........................................................................................................ 34

6. INTERNAL BOARD COMMITTEES (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER D),

CONSOLIDATED LAW ON FINANCE (T.U.F.)) ....................................................................................................... 35

7. SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - APPOINTMENTS COMMITTEE ......................... 37

7.1. SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS .............................................................................. 37

7.2 REMUNERATION AND APPOINTMENTS COMMITTEE ................................................................................. 37

8. REMUNERATION OF DIRECTORS - REMUNERATION COMMITTEE ........................................................... 40

8.1. REMUNERATION OF DIRECTORS ................................................................................................................... 40

8.2. REMUNERATION COMMITTEE ....................................................................................................................... 40

9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL, RISK AND SUSTAINABILITY

COMMITTEE ............................................................................................................................................................. 41

9.1. CHIEF EXECUTIVE OFFICER ........................................................................................................................... 42

9.2. CONTROL, RISK AND SUSTAINABILITY COMMITTEE ................................................................................ 42

9.3. HEAD OF THE INTERNAL AUDIT FUNCTION ................................................................................................ 46

9.4 ORGANISATIONAL MODEL PURSUANT TO ITALIAN LEGISLATIVE DECREE NO. 231 ............................ 46

9.5 INDEPENDENT AUDITORS ................................................................................................................................ 47

9.6 EXECUTIVE RESPONSIBLE FOR PREPARING THE COMPANY'S ACCOUNTING DOCUMENTS .............. 47

9.7 COORDINATION AMONG SUBJECTS INVOLVED IN THE INTERNAL CONTROL AND RISK

MANAGEMENT SYSTEM ......................................................................................................................................... 48

10. DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS ............................................................ 49

11. BOARD OF STATUTORY AUDITORS ................................................................................................................ 50

11.1 APPOINTMENT AND REPLACEMENT ............................................................................................................ 50

11.2 COMPOSITION AND OPERATION (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTERS D AND

D)-BIS), CONSOLIDATED LAW ON FINANCE (T.U.F.)) ......................................................................................... 52

12. INVESTOR RELATIONS ..................................................................................................................................... 56
13. SHAREHOLDERS' MEETINGS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER C),

CONSOLIDATED LAW ON FINANCE (T.U.F.)) ....................................................................................................... 56

14. OTHER CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2,

LETTER A), CONSOLIDATED LAW ON FINANCE (T.U.F.)) .................................................................................. 59

15. CHANGES SINCE THE END OF THE FINANCIAL PERIOD ............................................................................. 60
16. COMMENTS ON THE LETTER OF THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

.................................................................................................................................................................................... 61

TABLE 1: INFORMATION ON OWNERSHIP STRUCTURE AS AT THE DATE OF THE REPORT ..................... 62

TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AS AT THE END OF THE REPORTING PERIOD ...63

TABLE 3: STRUCTURE OF BOARD COMMITTEES AS AT THE END OF THE FINANCIAL PERIOD ............... 64

TABLE 4: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AS AT THE END OF THE FINANCIAL

PERIOD ...................................................................................................................................................................... 65

ANNEX A .................................................................................................................................................................... 66

GLOSSARY
Shareholders' Meeting:	meeting of the shareholders of the Company.
Borsa Italiana:	indicates Borsa Italiana S.p.A., with registered office in Milan, Piazza degli
Affari no. 6.
Code/CG Code:	the Corporate Governance Code for listed companies approved in January
2020 by the Corporate Governance Committee.
Cod. civ./c.c.:	the Italian Civil Code.
Corporate Governance Committee:	the Italian Corporate Governance Committee of listed companies,
promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and
Confindustria.
Control, Risk and Sustainability	has the meaning given in Paragraph 9.2 of this Report.
Committee:
Remuneration and Appointments	has the meaning given in Paragraph 7.2 of this Report.
Committee
Consob:	Commissione Nazionale per le Società e la Borsa (Italian Securities and
Exchange Commission), with registered office in Rome, Via Martini no. 3.
Board:	the Board of Directors of the Issuer.
Date of the Report:	8 March 2024, the date on which the Report was approved by the Board
Decree 231:	Italian Legislative Decree no. 231 of 8 June 2001.
Issuer or Company or Tesmec:	Tesmec S.p.A., with registered office in Milan, Piazza S. Ambrogio no. 16.
Financial Period:	the financial period ended as at 31 December 2023, to which the Report
refers.
Group or Tesmec Group:	jointly, the Issuer and the companies controlled by it as at the Date of
the Report pursuant to Article 2359 of the Italian Civil Code
Euronext Milan:	refers to Euronext Milan, organised and managed by Borsa Italiana.
Supervisory Body:	has the meaning given in Paragraph 9.4 of this Report.
Procedure for	has the meaning given in Section 1 of this Report.
Related Party Transactions
Stock-Exchange Regulations:	the Regulations of the Markets organised and managed by Borsa Italiana in
force as at the Date of the Report.
Issuers' Regulation:	the Regulations issued by Consob with resolution no. 11971 of 1999 (as
amended) on issuers, in force as at the Date of the Report.
Related Party Regulations:	the Regulations issued by Consob with resolution no. 17221 of 2010 (as
amended) on transactions with related parties.
Report:	this Report on Corporate Governance and Ownership Structure that
companies are required to prepare pursuant to Article 123-bis Consolidated
Law on Finance (T.U.F.).
Articles of Associationor	Tesmec's Articles of Association in force at the Date of the Report.
Company Articles of Association:
T.U.F. or Consolidated	Italian Legislative Decree no. 58 of 24 February 1998, (as amended) in force
Law on Finance:	as at the Date of the Report.
6

Unless otherwise specified, the definitions in the CG Code relating to: directors, executive directors, independent

directors, significant shareholder, chief executive officer (CEO), board of directors, control body, business plan, concentrated ownership company, large company, sustainable success, top management shall also be considered by reference.

1. ISSUER'S PROFILE

The Tesmec Group is active in designing, manufacturing and selling systems and integrated solutions for the construction, maintenance and diagnostics of infrastructures (aerial, underground and rail networks), for the transport of electric energy, data and materials (oil and derivatives, gas, water) as well as technologies for managing quarries and surface mines.

The Group is active in the following operating segments, which are characterised by significant market opportunities in relation to the expected growth of infrastructure investments in the coming years driven by the pursuit of sustainability and digitalisation objectives:

− Energy segment, relating to solutions for the transmission and distribution of energy. The Tesmec Group designs, produces and sells machines and integrated systems for the construction and maintenance of aerial and underground power lines and fibre optic networks (products belonging to the Stringing Equipment Segment), as well as advanced equipment and systems for the automation, streamlining, management and monitoring of high, medium and low voltage energy networks and substations (solutions for intelligent networks belonging to the Energy-Automation Segment);
− Trencher segment, relating to underground civil infrastructure and surface mining. The Tesmec Group designs, manufactures, sells and rents trenchers for four types of activities (earth moving and mining, in-line excavation for the installation of pipelines, for the construction of telecommunications and fibre optic infrastructures and for the construction of underground power networks), as well as providing specialised excavation services. Trenchers are rented by the Group both with a machine operator (hot rental or wet rental) and without an operator (cold rental or dry rental);
− Rail Segment, relating to railway lines. In this segment, the Group designs, produces and sells machines and integrated systems for the installation and maintenance of railway catenary wire systems and systems for railway catenary wire system and track diagnostics, plus customised machines for special operations on the line.

Founded in Italy in 1951 and managed by the Chairman and Chief Executive Officer Ambrogio Caccia Dominioni, the Group has more than 800 employees and has business operations in over 135 countries worldwide. The Group has production plants in: Italy, in Grassobbio (Bergamo), Endine Gaiano (Bergamo), Sirone (Lecco) and Monopoli (Bari); in the United States in Alvarado (Texas); and in France in Durtal, where there are also repairing shops. The Group, together with the company Tesmec Automation S.r.l., has factories and research centres for the Energy-Automation Segment at Fidenza (Parma), Padua and Patrica (Frosinone).

The Tesmec Group sells and distributes its products through:

− a direct presence consisting of foreign companies in several countries (including the USA, South Africa, Russia,

Qatar, China, France, Australia, New Zealand, Ivory Coast and Guinea), as well as technical sellers in the Rail Segment located in the Italian, French and American offices. The Group carries out part of its activities through two distribution joint ventures set up with local partners: Condux Tesmec Inc., which operates in the United States of America and Canada in the Stringing Equipment Segment of the Energy Segment, and Tesmec Peninsula LLC, which operates on the Middle East market in the Trencher Segment;

− an indirect presence, consisting of agents and dealers.

The Tesmec Group first entered the infrastructure technology market with stringing equipment products and then with trenchers; the Group later expanded its operations to include automation systems and products and railway solutions. The development of the Group's presence in this market was determined by the important product and business synergies present between the various operating segments, which were implemented by the Group's strategic units. The know-how achieved in the development of specific technologies and innovative solutions in these operating segments and the presence of a team of highly-skilled engineers and technicians enables the Tesmec Group to directly manage the entire production chain: from the design, production and sale of machinery to the provision of know-how regarding the use of systems and optimisation of work, up to all pre- and post-sales services related to machinery and the increase in site efficiency. All product lines are developed in accordance with the ISEQ (Innovation, Safety, Efficiency and Quality) philosophy, with environmental sustainability and energy conservation in mind.

The Group is also committed to adopting strategic choices aimed at focusing attention also on environmental sustainability, as better highlighted, in particular, in the consolidated non-financial statement published pursuant to Italian Legislative Decree no. 254/2016, to which reference should be made for further information.

Tesmec adopts a traditional management and control system that is characterised by the presence of:

▪ a Shareholders' Meeting vested with the decisions on prime acts of management of the Company, in accordance with the Law and the Articles of Association;
▪ a Board of Directors in charge of managing the company business, which has granted operational powers to bodies and delegated subjects;
▪ a Board of Statutory Auditors called upon to supervise compliance with the Law and the Articles of Association and compliance with the principles of correct administration, as well as to control the adequacy of the organisational structure, the internal control system and the Company's administrative-accounting system;
▪ Independent Auditors, in charge of auditing and providing an opinion on the financial statements pursuant to the Law and Articles of Association;

The Board of Directors has set up a Control, Risk and Sustainability Committee and a Remuneration and Appointments Committee. Moreover, on 11 November 2010, the Board of Directors approved a procedure for related party transactions, effective as from 1 January 2011 (the "Procedure for Related Party Transactions"). The Board of Directors, with its resolution of 14 March 2014 and, recently, by means of resolution of 28 June 2021, revised and updated the Procedure for Related Party Transactions. The duties of the Committee for Related Party Transactions stated in the Procedure for Related Party Transactions are entrusted to the Control, Risk and Sustainability Committee (see Sections 9 and 10 of this Report).

The Board of Directors concretely guides the Issuer in compliance with the principles and recommendations of the Code with the aim of pursuing its sustainable success, an aim that is substantiated by the creation of long-term value to the benefit of shareholders, taking into account the interests of other stakeholders relevant to the Issuer. In this regard, reference is made to the Sections of the Report where the following are explained: (i) how this aim has been integrated into the strategies (see Paragraph 4.1 of this Report), in remuneration policies (see Section 8 of this Report) and in the internal control and risk management system (see Section 9 of this Report); (ii) the corporate governance measures specifically adopted in this respect (see Section 6 and Section 9 of this Report, with reference to the establishment of the Control, Risk and Sustainability Committee with the task of supporting the Board in analysing the issues important for the generation of long-term value).

The Tesmec Group falls within the scope of application of Italian Legislative Decree no. 254/2016 - issued in implementation of Directive no. 2014/95/EU of the European Parliament and of the Council of 22 October 2014 - which envisages the requirement of disclosure of non-financial information and diversity information by large companies and groups. In this regard, the Issuer makes the consolidated non-financial statement public, as part of the management report, on its websitewww.tesmec.com in the Investors/Financial Statements and Reports/Annual accounts section.

As at the Date of the Report, the Issuer falls under the definition of SME pursuant to Article 1, paragraph 1, letter w- quater.1), of the T.U.F. and Article 2-ter of the Issuers' Regulation, as per the list of SMEs published by Consob on its website pursuant to Article 2-ter, paragraph 2, of the Issuers' Regulation. As of 31 December 2023, Tesmec's share price was €0.1180 per share and market capitalisation as of 31 December 2023 was €71.56 million.

As of the date of the Report, the reference price of the share was Euro 0.1062 per share and the capitalisation was approximately Euro 64.41 million. Although the book value of the consolidated shareholders' equity is higher than the market capitalisation at the date of the Report, it is believed that this circumstance does not represent an indicator of impairment of the assets held by the Group, but is to be correlated to the volatility of market prices.

For the purposes of the application flexibility options of the Code, note that, as at the Date of the Report, the Issuer falls within the definition of a "concentrated ownership company" and does not fall within the definition of a "large company" (see Paragraphs 4.3, 4.7 and 7.1 of this Report).

2. INFORMATION ON THE OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, CONSOLIDATED LAW ON FINANCE (T.U.F.)) AS AT THE DATE OF THE REPORT

Information on the ownership structure at the Date of the Report is set out below in accordance with Article 123-bis, paragraph 1, of the Consolidated Law on Finance (T.U.F.).

(A) Share capital structure (pursuant to Article 123-bis, paragraph 1, letter a) Consolidated Law on Finance (T.U.F.))

The entire share capital of Tesmec consists of ordinary shares with voting rights, admitted to listing on the Euronext Milan - STAR segment, regulated market organised and managed by Borsa Italiana.

The Company's fully subscribed and paid-up share capital currently totals Euro 15,702,162.00 divided into 606,460,200 ordinary shares with no nominal value (see Table 1 in the appendix to this report).

The Company has not issued other categories of shares, or financial instruments convertible or exchangeable with shares.

As at the Date of the Report, there are no share-based incentive plans that involve an increase, including bonus issue, of share capital.

(B) Restrictions on the transfer of securities (pursuant to Article 123-bis, paragraph 1, letter b) Consolidated Law on Finance (T.U.F.))

The Articles of Association of Tesmec do not provide restrictions on the transfer of shares, such as limits on the ownership of securities or the need to obtain the approval of the Issuer or of other owners of securities.

(C) Significant equity investments (pursuant to Article 123-bis, paragraph 1, letter c) Consolidated Law on Finance (T.U.F.))

The Company comes under the definition of a small and medium-sized enterprise (SME) pursuant to Article 1, paragraph 1, letter w-quater.1) of the Consolidated Law on Finance (T.U.F.), introduced by Italian Legislative Decree no. 91 of 24 June 2014 converted with amendments by Italian Law no. 116 of 11 August 2014, as per the list of SMEs published by Consob on its website in accordance with Article 2-ter, paragraph 2 of the Issuers' Regulation. Therefore, the minimum shareholding to be reported pursuant to Article 120 of the Consolidated Law on Finance (T.U.F.) is 5% instead of 3%.

According to the register of shareholders and to the updates available as at the Date of the Report, including the communications received by the Company pursuant to Article 120 of the Consolidated Law on Finance (T.U.F.), as well as any other information available, the subjects holding directly or indirectly shares more than 5% of the subscribed and paid-up share capital, are those described in Table 1 in the Appendix to this Report.

(D) Securities granting special controlling rights (pursuant to Article 123-bis, paragraph 1, letter d) Consolidated Law on Finance (T.U.F.))

The Company has not issued securities that grant special controlling rights and the Articles of Association of Tesmec do not provide special powers for some shareholders or holders of specific classes of shares, nor do they include provisions as to multiple or increased voting right shares.

(E) Employee shareholding: exercise of voting rights (pursuant to Article 123-bis, paragraph 1, letter e) Consolidated Law on Finance (T.U.F.))

There is no specific system of employee shareholding as at the Date of this Report.

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Tesmec S.p.A. published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 22:23:51 UTC.

Market Closed - Borsa Italiana Other stock markets 11:44:59 2024-04-26 am EDT			5-day change	1st Jan Change
0.0939 ^EUR	+0.86%		+4.10%	-20.42%

Apr. 02	Tesme and algoWatt lead the rises.	AN
Mar. 15	Brioschi tops; Datalogic down post accounts	AN

Tesme and algoWatt lead the rises.	Apr. 02	AN
Brioschi tops; Datalogic down post accounts	Mar. 15	AN
Futures bearish; eyes on US inflation	Mar. 11	AN
Stock exchanges contrasted; TIM leads on Mib.	Mar. 08	AN
Transcript : Tesmec S.p.A., 2023 Earnings Call, Mar 08, 2024	Mar. 08
Tesmec switches to loss in 2023 due to increased financial charges	Mar. 08	AN
Tesmec S.p.A. Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 07	CI
Europeans above parity; accounts push Campari	Feb. 27	AN
Indices up against expectations; Moncler recovers	Feb. 27	AN
Futures await lists in red	Feb. 27	AN
Europeans down; Sogefi flies in Piazza Affari.	Feb. 26	AN
Europeans down; Sogefi rises 33% post accounts	Feb. 26	AN
Piazza Affari down; Leonardo tops the Mib	Feb. 26	AN
Tesmec closes 2023 with preliminary revenues below expectations	Feb. 26	AN
Enervit advances; Netweek closes list.	Jan. 04	AN
Traders wait-and-see; still push on banking	Jan. 03	AN
Trevifin leads the rises; Tesmec also does well.	Jan. 02	AN
Mib up; Eurozone PMI slows in September	Nov. 07	AN
Oil stocks down on Mib; up CNH with delisting news	Nov. 07	AN
Transcript : Tesmec S.p.A., Nine Months 2023 Earnings Call, Nov 06, 2023	Nov. 06
Tesmec S.p.A. Reports Earnings Results for the Nine Months Ended September 30, 2023	Nov. 05	CI
Good Tesmec; still down ePrice and Bioera	23-10-19	AN
Mib up after Italy inflation; TIM on top	23-08-10	AN
Europeans up ahead of U.S. inflation data	23-08-10	AN
Europeans expected up; new U.S.-China tensions	23-08-10	AN

	1st Jan change	Capi.
TESMEC S.P.A.	-20.42%	60.32M
SANY HEAVY INDUSTRY CO.,LTD	+16.49%	18.7B
XCMG CONSTRUCTION MACHINERY CO., LTD.	+26.19%	11.12B
ZOOMLION HEAVY INDUSTRY SCIENCE AND TECHNOLOGY CO., LTD.	+32.01%	9.69B
DOOSAN BOBCAT INC.	+3.17%	3.78B
CHINA RAILWAY CONSTRUCTION HEAVY INDUSTRY CORPORATION LIMITED	-0.76%	2.9B
GUANGXI LIUGONG MACHINERY CO., LTD.	+58.46%	2.88B
ACTION CONSTRUCTION EQUIPMENT LIMITED	+84.29%	2.18B
TAKEUCHI MFG. CO., LTD.	+37.22%	1.78B
SHANTUI CONSTRUCTION MACHINERY CO., LTD.	+67.00%	1.71B

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