1
Shareholders’ Meeting
October 27th, 2026 (single call ) – 9:00 a.m.
Explanatory Report of the Board of Directors on the second item on the agenda of the Ordinary Shareholders’ Meeting, prepared pursuant to Article 125 -ter of Legislative Decree No. 58/1998:
“Report on the Remuneration Policy and fees p aid pursuant to Article 123 -ter, paragraphs 3 -
bis and 6, of Legislative Decree No. 58/1998:
1. approval of the first section of the Report pursuant to Article 123 -ter, paragraphs 3 -bis and 3 -ter, of Legislative Decree No. 58 of February 24th, 1998;
2. resolutions concerning the second section of the Report pursuant to Article 123 -ter, paragraph 6, of Legislative Decree No. 58 of February 24th, 1998.
Dear Shareholders,
You have been called to discuss and resolve upon, in accordance with Article 123 -ter, paragraph 3, of Legislative Decree No. 58 of February 24th, 1998 (the “T.U.F.”), the Report on the Remuneration Policy and fees p aid (the “Report”), prepared by the Board of Directors of Digital Bros S.p.A. (the “Company” or “Digital Bros”) pursuant to Article 123 -ter of the T.U.F. and Article 84-quater of the Issuers’ Regulation adopted by CONSOB Resolution No. 11971/1999 (the “Iss uers’ Regulation”), in accordance with the format prescribed by applicable laws and regulations.
The Report will be made available to the public within the deadlines and in accordance with the procedures prescribed by applicable laws and regulations.
This document has been prepared pursuant to Article 125 -ter of the T.U.F. and sets out the proposals that the Board of Directors submits to the Ordinary Shareholders’ Meeting in relation to the first and second sections of the Report.
2 1 Approval of the First Section of the Report pursuant to Article 123 -ter, Paragraphs 3 -bis and 3 -
ter, of the T.U.F.
The first section of the Report sets out the remuneration policy adopted or to be adopted by Digital Bros for the members of the management and control bodies, the General Manager, if appointed, and key management personnel, where applicable, as well as th e procedures used for the adoption and implementation of such policy.
The remuneration policy is described so as to highlight its contribution to the Company’s business strategy, the pursuit of its long -term interests and its sustainability, in accordance with Article 123 -ter of the T.U.F.
In light of the above, you are invited to approve, pursuant to Article 123 -ter, paragraphs 3 -
bis and 3 -ter, of the T.U.F., the contents of the first section of the Report by adopting the following resolution.
Proposed Resolution
“The Shareholders’ Meeting of Digital Bros S.p.A.:
- having reviewed the first section of the Report on the Remuneration Policy and Compensation Paid prepared by the Board of Directors pursuant to Article 123 -ter of Legislative Decree No. 58 of February 24th, 1998 and Article 84 -quater of the Issuers’ Regulation adopted by CONSOB Resolution
No. 11971/1999;
- considering that, pursuant to Article 123 -ter, paragraphs 3 -bis and 3 -ter, of Legislative Decree No.
58 of February 24th, 1998, the Shareholders’ Meeting is called upon to cast a binding vote on the first section of the Report, unless o therwise provided for by the Articles of Association;
resolves
to approve the first section of the Report on the Remuneration Policy and Compensation Paid, prepared pursuant to Article 123 -ter of Legislative Decree No. 58 of February 24th, 1998 and Article 84 -quater of the Issuers’ Regulation adopted by CONSOB Resolution No. 11971/1999.
to express a favourable opinion on the second section of the Report on the Remuneration Policy and Compensation Paid, prepared pursuant to Article 123 -ter, paragraph 4, of Legislative Decree No. 58 of February 24th, 1998.”
Milan, September 17th, 2026 DIGITAL BROS S.P.A.