1
Shareholders’ Meeting
October 27th, 2026 (single call ) – 9:00 a.m.
Explanatory Report of the Board of Directors on the third item on the agenda of the Ordinary Shareholders’ Meeting, prepared pursuant to Article 125 -ter of Legislative Decree No. 58/1998, as subsequently amended and supplemented: Approval of the 2026 -
2032 Phantom Share Plan
Dear Shareholders,
You have been called to the Shareholders’ Meeting to discuss and resolve upon the proposed long-term share -based incentive plan named the “2026 -2032 Phantom Share Plan” (the “Phantom Plan”), pursuant to Article 114 -bis of Legislative Decree No. 58 of Febru ary 24th, 1998 (the “T.U.F.”).
For further details, reference should be made to the relevant information document prepared in accordance with the format prescribed by the Issuers’ Regulation (adopted by CONSOB Resolution No. 11971 of May 14th, 1999, as subsequently amended). The Company intends to introduce a phantom share -based incentive plan for Directors and other employees and collaborators of the Company and the Group, to be identified at the discretion of the Board of Directors from amon g persons holding roles of ke y importance for the achievement of the Company’s objectives.
The Phantom Plan is intended to incentivize its beneficiaries by aligning their interests with the growth in the Company’s value, while also providing an effective tool for the retention and attraction of key resources. It therefore forms part of the instruments used by the Company to supplement the fixed component of the remuneration package of strategic
2 resources with variable components linked to the achievement of specific objectives, in line with market best practices.
More specifically, the Phantom Plan is intended to:
- align the interests of management with those of shareholders, directing management actions towards the creation of sustainable value over the medium to long term;
- incentivize the achievement of economic and financial performance objectives by linking variable remuneration to the Company’s results;
- retain key resources within the Company, reducing the risk of losing strategic
expertise;
- motivate management to pursue medium - to long -term growth and development strategies.
The proposed instrument grants beneficiaries the right to receive a cash incentive (the “Bonus”) at the end of the vesting period, subject to the continuation of their relationship with the Group.
The implementation period of the Phantom Plan is six years (July 1st, 2026 – June 30th, 2032).
The Options will vest in three two -year tranches as follows: (i) July 1st, 2026 – June 30th, 2028: 24% of the Options; (ii) July 1st, 2028 – June 30th, 2030: 24% of the Options; and (iii) July 1st, 2030 – June 30th, 2032: 52% of the Options.
The Phantom Plan will terminate on June 30th, 2033, being the final date on which vested Options may be exercised. Beneficiaries may exercise vested Options until the end of the Phantom Plan (June 30th, 2033), without any requirement to exercise them at intermediate dates. The Bonus will be paid with the first salary payment following the date on which the Beneficiary submits the relevant exercise request.
The Phantom Plan does not provide for the award of shares, but solely for the payment of a cash bonus linked to the increase in the value of Digital Bros shares. Accordingly, the Company will neither purchase treasury shares nor issue new shares to service the Phantom Plan. The Phantom Plan will therefore have no dilutive effect on the Company’s share capital.
The beneficiaries will be identified by the Board of Directors, having consulted the Remuneration Committee, from among the Directors, employees and collaborators of the Group, on the basis of criteria relating to merit, organizational responsibilities and potential contribution to the achievement of the Group’s strategic objectives.
3 As the Phantom Plan includes members of the Board of Directors and key management personnel among its potential beneficiaries, it qualifies as a plan of “particular relevance” pursuant to Article 114 -bis, paragraph 3, of the T.U.F.
For a detailed description of the Phantom Plan, reference should be made to the relevant information document, available on the Company’s website. The Board of Directors therefore submits the following proposal for your approval.
Proposed resolution
“The Shareholders’ Meeting of Digital Bros S.p.A.:
- having reviewed the Board of Directors’ Explanatory Report and the information document relating to the Phantom Plan;
resolves
1. to approve the Phantom Plan on the terms set out in the information document published pursuant to applicable laws and regulations;
2. to grant the Board of Directors all powers necessary or appropriate to, including, by way of example and without limitation: (i) approve the regulations governing the Phantom Plan, establishing any other terms and conditions of the Phantom Plan and approvi ng any other related documentation; (ii) implement the Phantom Plan and carry out all activities necessary for such purpose, including to ensure compliance with the laws and regulations in force from time to time; and (iii) make, from time to time, any ame ndments and/or additions to the Phantom Plan, its regulations and any other related documentation that may be necessary, in each case in accordance with the provisions of the information document.”
Milan, September 17th, 2026
DIGITAL BROS S.P.A.