BOARD OF DIRECTORS’ GUIDANCE T O SHAREHOLDERS
ON THE SIZE AND COMPOSITION
OF THE NEW BOARD OF DIRECTORS
Date of approval : July 20, 2026
Digital Bros S.p.A.
Via Tortona, 37 – 20144 Milan, Ital y VAT number IT 09554160151 Share Capital : Euro 6 ,024,334.80 of which Euro 5,740 ,014.80 subscribed Milan Companies House no. 290680 -Vol. 7394 Chamber of Commerce number . 1302132
Please consider that this is an Italian to English translation and that the Italian version shall always prevail in case of a ny discrepancy or inconsistency
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3 1. Introduction Pursuant to Article 4, Recommendation no. 23 of the Corporate Governance Code issued by the Corporate Governance Committee (the "Code"), the outgoing Board of Directors (the "Board of Directors" or the "Board") of Digital Bros S.p.A. ("Digital Bros" or the "Company"), having obtained the favourabl e opinion of the Nomination Committee, has prepared its Guidelines on the size and composition of the new Board of Directors (the "Guidelines") addressed to the shareholders ahead of the appointment of the Company's corporate bodies at the Shareholders' Meeting to be held on October 27, 2026, convened to approve the financial statements for the fiscal year ended June 30, 2026.
The Guidelines set out the Board's views on the optimal size and composition of the Board of Directors, taking into account the experience gained during the current three -year term, the evolution and outlook of the Company and the Group, and the findings of the Board's s elf-assessment of its own performance and that of its Committees over the 2023 –2026 term.
The Guidelines were approved by the Board of Directors on July 20th, 2026 a nd have been made available through the authorised storage mechanism 1Info and on the Company's website, www.digitalbros.com, under the Governance / Shareholders' Meeting section.
The document has been prepared in accordance with the recommendations of the Code, which the Company has adopted, as well as the legal and regulatory framework applicable to companies whose shares are listed on the regulated market organised and managed by Borsa Italiana S.p.A., taking into account corporate governance best practices in the Italian market.
The Guidelines are based on the Board's self -assessment process, carried out with the support of the Nomination Committee, and reflect the Board's assessment of:
• developments in the competitive environment in which the Digital Bros Group operates;
• the priorities set out in the Strategic Plan;
• the nature of the Group's business, which focuses on the development, publishing and distribution of video games and digital entertainment content on a global scale ;
• the main risks and opportunities arising from technological developments and the evolution of the
industry; and
• the experience gained by the Board during the current term of office.
In preparing the Guidelines, the Board also considered the outcome of the self -assessment process, the work carried out by its Committees, its assessment of the effectiveness of the Company's corporate governance framework and internal control and risk management system, and the skill s and experience required to support the Group's medium - and long -term strategic objectives.
The digital entertainment industry continues to evolve rapidly, driven by changing business models, technological innovation, the increasing importance of digital distribution, the growing use of artificial intelligence across the value chain, and heighten ed focus on cybersecurity, data protection, the financial sustainability of development projects and the development of human capital.
Against this, the Board believes that the future Board should comprise Directors with a broad and complementary mix of skills and experience, combining deep industry knowledge with managerial, financial, legal, industrial and international expertise, while maintaining an appropriate balance between continuity and renewal. The Board also considers experience in mergers and acquisitions, corporate finance and other strategic growth initiatives to be particularly valuable, as industry consolidation, acquisitio ns of development studios, the enhancement of intellectual property and strategic partnerships are becoming increasingly important drivers of the Group's long -
term growth and competitiveness.
These Guidelines are intended to assist Shareholders in preparing their lists of candidates and identifying nominees who possess the skills, professional experience, independence of judgement and commitment necessary to contribute effectively to the Compan y's sustainable long -term success, in the interests of Shareholders and all stakeholders.
4 2. Quantitative Composition Article 16 of the Company's By -Laws provides that Digital Bros shall be managed by a Board of Directors comprising no fewer than five and no more than eleven members. Directors are appointed for a term not exceeding three financial years and are eligible f or re-election.
In line with corporate governance best practice, the size of the Board should reflect the Company's scale and complexity, as well as the number and composition of its Board Committees, while ensuring an appropriate number of Independent Directors in accord ance with applicable laws and regulations.
The current Board comprises nine Directors and is supported by three Board Committees: the Remuneration Committee, the Nomination Committee and the Control and Risk Committee, which also performs the functions of the Related Party Transactions Committee.
Under the rules applicable to issuers listed on the Euronext STAR Milan segment, Boards comprising between nine and fourteen members are required to include at least three Directors who satisfy the independence requirements set out in Article 148, paragrap h 3, of the Consolidated Law on Finance (Legislative Decree No.
58/1998, as amended) (the "TUF") and Recommendation 7 of Article 2 of the Code (the "Independent Directors").
Based on the experience gained during the current term, the Board Based on the experience gained during the current term, the Board believes that its current size remains appropriate and should be maintained for the next term of office, as it provides:
• effective Board deliberation and decision -making;
• an appropriate breadth of professional skills and experience;
• the effective functioning of the Board Committees;
• a number of Independent Directors consistent with applicable legal and regulatory requirements and the recommendations of the Corporate Governance Code;
• the efficient organisation of the Board's work; and • an appropriate balance between effective decision -making and diversity of expertise.
The Board also believes that the composition of the new Board should continue to strike an appropriate balance between Executive, Non -Executive and Independent Directors, recognising the distinct contribution that each category makes to the Board's effecti veness.
3 Continuity and renewal The Board believes that the composition of the new Board should ensure an appropriate balance between continuity and renewal. Directors with an in -depth understanding of the Group, its industry and the competitive landscape provide valuable continuity, helping to preserve strategic direction and support the Board's effective ness. At the same time, the appointment of new Directors brings fresh perspectives, broadens the Board's collective expertise and strengthens its ability to respond to evolving market conditions, technological innovation and an increasingly complex regulat ory environment.
The Board therefore encourages a composition that balances these complementary objectives, ensuring the ongoing renewal of skills and experience while preserving the knowledge and expertise developed over time.
5 4- Skills: Diversity and Complementarity In setting out its recommendations to Shareholders submitting lists of candidates, the Board has identified the skills, experience and professional profiles it considers necessary for an effective and well -balanced Board. In particular, the Board recommend s:
(i) maintaining the current balance between Executive Directors, Non -Executive Directors and
Independent Directors;
(ii) taking due account of candidates' other directorships and their ability to devote sufficient time to the role, both of which are essential to the effective performance of their duties;
(iii) promoting diversity of background, particularly international experience, as well as gender diversity;
(iv) maintaining an appropriate balance of age and tenure across the Board to encourage the exchange of knowledge and experience; and (v) ensuring a complementary mix of skills, experience and expertise.
4.1 General Skills and Professional Profiles In line with international best practice, and without prejudice to any applicable legal or regulatory requirements, the Board recommends that candidates should collectively bring a broad range of skills and experience. Individual candidates should ideally possess expertise in one or more of the following areas:
a) knowledge of the industry in which the Digital Bros Group operates;
b) entrepreneurial and/or senior management experience;
c) international experience, particularly in overseas markets ;
d) expertise in internal control and risk management systems, with specific experience in administrative, accounting and financial matters;
e) experience in mergers and acquisitions, corporate finance transactions, joint ventures, strategic partnerships, capital markets transactions and other inorganic growth initiatives;
f) experience in sustainability, ESG matters and innovation;
g) expertise in corporate governance, compliance, legal affairs, executive remuneration and capital markets;
and h) expertise in cybersecurity, information security and artificial intelligence.
In addition to these competencies, all Directors should demonstrate personal integrity, sound judgement, recognised professional standing, effective communication skills, and the ability to work collaboratively while engaging constructively with senior man agement.
When submitting the lists of candidates, Shareholders are encouraged to demonstrate, through each candidate's curriculum vitae, how the proposed candidates meet the skills and experience identified by the Board.
6 4.2 Profiles of Particular Importance As part of its self -assessment, the Board has also identified the specific skills, experience and professional attributes considered particularly important for certain positions within the Board and its Committees.
Chair man of the Board of Directors In addition to the qualities expected of all Directors, the Board believes that the Chair man should, in particular:
• provide balanced leadership to the Board while acting in the interests of all Shareholders and serving as a key point of reference in the Company's dialogue with stakeholders;
• have a strong understanding of corporate governance; and • demonstrate leadership, sound judgement, intellectual integrity, the ability to synthesise complex issues, strong consensus -building skills and outstanding communication abilities.
Executive Directors, including the Chief Executive Officer s In addition to the qualities expected of all Directors, the Board believes that Executive Directors, including the Chief Executive Officers, should:
• have a thorough understanding of the sectors in which Digital Bros operates, or of industries characterised by comparable levels of technological innovation and industrial complexity;
• possess significant experience in leading businesses operating in complex international environments, together with expertise in financial, organisational and legal matters, particularly in the areas of compliance, risk management and auditing;
• have a proven track record in developing and executing strategic growth initiatives, including mergers and acquisitions, industrial partnerships and corporate finance transactions, as well as managing the related integration processes;
• demonstrate a strong understanding of sustainability matters; and • exhibit strategic vision, independent judgement, leadership and integrity.
Non-Executive Directors, including Independent Directors In addition to the qualities expected of all Directors, the Board believes that Non -Executive Directors, including Independent Directors, should, in line with the recommendations of the Code:
• bring experience from business, executive management, the professions or academia, including within
listed companies;
• demonstrate a sound understanding of sustainability matters; and • possess appropriate expertise in finance, executive remuneration and/or risk management.
7 Board Committees Based on the outcome of its self -assessment, the Board believes that the current committee structure remains appropriate and should be maintained. This applies to the responsibilities, composition and operation of the Committees responsible for internal co ntrol and risk management, nominations and remuneration, and related party transactions. The Board considers the existing structure effective in supporting the discharge of their respective responsibilities and providing appropriate oversight in these area s.
The Board does not currently consider it necessary to establish a dedicated Sustainability Committee.
Sustainability matters will therefore continue to fall within the remit of the Control and Risk Committee. The Board will continue to monitor regulatory d evelopments, evolving market practice and the growing strategic importance of sustainability for the Group and will assess, as appropriate, whether the establishment of a dedicated Sustainability Committee would be beneficial in the future.
4.3 Independence
The Board considers it important to maintain a strong presence of Independent Directors to ensure that, by virtue of their number, expertise and standing, they are able to make a meaningful contribution to the Board's deliberations and decision -making. At the same time, the Board recognises the important role played by Executive Directors in providing continuity and preserving the Company's knowledge of its business, industry and markets.
Article 16 of the Company's Articles of Association provides that Directors must satisfy the requirements prescribed by the applicable laws and regulations and that at least the minimum number required by law must meet the applicable independence requirements.
Although Digital Bros does not qualify as a large company with concentrated ownership under the Corporate Governance Code, one -third of the current Board is composed of Independent Directors.
Pursuant to Recommendation 7 of the Code, the Board has adopted qualitative and quantitative criteria for assessing whether relationships between Directors and the Company are of such significance as to impair a Director's independence. In particular, a re lationship between an Independent Director and the Group during the relevant financial year, or the preceding financial year, will be regarded as material where the aggregate remuneration received in connection with that relationship exceeds twice the tota l remuneration payable for serving as a Director or more than 30% of the Director's total annual income.
4.4 Time Commitment and Number of Directorships The Board considers the ability to devote sufficient time to the role to be a fundamental requirement for all Directors, taking into account the nature, scope and complexity of their responsibilities, including participation in the work of the Board Commit tees.
The number of other directorships held by a candidate is an important indicator of the time that can reasonably be devoted to the role at Digital Bros. Accordingly, the Board considers that holding up to five directorships in other companies listed on regu lated markets (including overseas markets), or in financial, banking, insurance or other companies of significant size, is compatible with the effective performance of the role. Directorships held within the Digital Bros Group are not taken into account fo r this purpose.
8 To assist prospective candidates in assessing whether they are able to devote sufficient time to the role, the table below sets out, for information purposes only, the average number and duration of Board and Committee meetings during the current term of o ffice.
Average number of meetings Average duration of meetings Board of Directors 7 1 hour and 10 minutes Control and Risk Committee 4 1 hour and 30 minutes Remuneration Committee 2 1 hour and 15 minutes Nomination Committee 3 1 hour
5. RECOMMENDATIONS
In accordance with Recommendation no. 23 of the Corporate Governance Code, the outgoing Board recommends that Shareholders submitting a list containing more than half of the Directors to be elected include, in the documentation accompanying the list, an explanation of how the proposed candidat es reflect the Board's Guidelines, including the diversity criteria set out in Principle VII and Recommendation 8 of the Code.
Shareholders are also encouraged to identify their proposed candidate for the position of Chair, who will be appointed in accorda nce with the Company's By -Laws.
The Board encourages Shareholders to take these Guidelines into account when preparing their lists of candidates, with a view to appointing a Board that brings together a balanced mix of skills, experience and professional backgrounds, and is well position ed to support the Company's sustainable long -term success.