Please consider this is an Italian to English translation and that the Italian version shall always prevail in case of any discrepancy or inconsistency
Shareholders ’ Meeting October 27th, 2026 (single call) at 9.00 a.m.
Board of Directors’ Explanatory Report on the first item on the Agenda of the Ordinary Shareholders’ Meeting: “Financial Statements as of June 30th, 2026 and proposal for the allocation of the Fiscal Year result”
Please consider this is an Italian to English translation and that the Italian version shall always prevail in case of any discrepancy or inconsistency Item no. 1 on the agenda “Financial Statements as of June 30th, 2026 and proposal for the allocation of the fiscal year result :
1.1 approval of the Financial Statements as of June 30th, 2026 and the related Directors ’ Report;
approval of the Report of the Board of Statutory Auditors and the Independent Auditors’ Report ;
presentation of the Consolidated Financial Statements as of June 30th, 2026;
1.2 allocation of Digital Bros S.p.A ’s. net result for the fiscal year”
Dear Shareholders,
Please refer to the Directors’ Report accompanying the Financial Statements as of June 30th, 2026 made available to the shareholders and published in accordance with the Law.
If you agree with the proposal submitted by the Board of Directors, we recommend the following resolution:
Proposed resolution
“The Shareholders’ General Meeting, having acknowledged the reports of the Board of Statutory Auditors and the Independent Audit ors on the Financial Statements as of June 30th, 2026 as well as the Consolidated Financial Statements as of June 30th, 2026 and the accompanying reports, hereby resolve to approve:
- the Directors ’ Report;
- the Financial Statements as of June 30th, 2026 in all their parts and as a whole, showing a net profit of
Euro 10,272,984.06;
- to allocate the net profit as follows:
(i) to distribute a dividend of Euro 0 .21 per share for each ordinary share outstanding on the ex -
dividend date, therefore excluding any treasury shares held by the Company;
(ii) to pay the dividend as from November 18th, 2026 with ex -dividend date for coupon No. 13 on November 16th, 2026 and record date on November 17th, 2026 ;
(iii) to allocate Euro 6,800 to the legal reserve;
(iv) to carry forward the remaining amount as Retained Earnings.
Milan, September 24th, 2026
DIGITAL BROS S.P.A.