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Shareholders’ Meeting
October 2 7th, 2026 (single call ) – 9:00
Explanatory Report of the Board of Directors on the fourth item on the agenda of the Ordinary Shareholders’ Meeting “Appointment of the Board of Directors”
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Item 4 on the Agenda of the Shareholders’ Meeting “Appointment of the Board of Directors:
4.1 determination of the number of members of the Board of Directors;
4.2 determination of the term of office of the Board of Directors;
4.3 appointment of the members of the Board of Directors;
4.4 appointment of the Chairman;
4.5 determination of the remuneration of the members of the Board of Directors.”
Dear Shareholders,
The term of office of the current Board of Directors will expire upon approval of the Financial Statements as of June 30th, 2026.
You are therefore called upon to appoint a new Board of Directors and, more specifically, to: (i) determine the number of its members; (ii) determine its term of office; (iii) appoint its members; (iv) appoint its Chairman; and (v) determine the annual rem uneration of its members.
Taking into account the recommendations of the Corporate Governance Code and the assessments made as part of the annual self -assessment process, the Board of Directors:
(i) most recently, on September 14th, 2023, adopted the “Diversity Policy of the Board of Directors of Digital Bros S.p.A.”, in accordance with Article 123 -bis, paragraph 2, letter d -bis), of Legislative Decree No. 58 of February 24th, 1998. The Policy provides that Directors may not hold more than five directorships in other companies listed on regulated markets, including foreign regulated markets, or in financial, banking, insurance or large companies. By accepting their office, Dir ectors undertake to devote the time necessary for the diligent performance of their duties, also taking into account any other positions held. Positions held within Group companies are excluded for the purposes of the limit on the number of offices held in other companies; and (ii) on July 20th, 2026, following review by the Nomination and Remuneration Committee, approved its guidelines on the quantitative and qualitative composition deemed appropriate for the Company’s Board of Directors .
The Guidelines issued by the outgoing Board of Directors, published on the Company’s website at www.digitalbros.com ( Governance /Shareholders’ Meeting section), reflect the Board’s views on the appropriate size and composition of the management body, which the Company’s shareholders are invited to take into consideration in connection with its appointment .
The Shareholders’ Meeting is therefore invited to appoint a new Board of Directors in accordance with the terms and provisions of Article 16 of the Articles of Association.
3 In this regard, shareholders are reminded that, pursuant to Article 16 of the Articles of Association, the Board of Directors shall consist of no fewer than five and no more than eleven members, with the Shareholders’ Meeting being responsible for determin ing the number of members within such limits.
The outgoing Board of Directors refrains from making any specific proposal with respect to this item on the agenda and therefore invites the Shareholders’ Meeting to determine the number of members of the Board of Directors on the basis of proposals that m ay be submitted by shareholders, within the limits established by the Articles of Association.
Shareholders are reminded that Directors are appointed on the basis of lists submitted by shareholders, in compliance with the gender balance requirements in force from time to time. Lists must be submitted in one of the following ways: (i) by hand delivery to the Company’s registered office at Via Tortona 37, Milan, during business hours; or (ii) by certified email (PEC) to digital -
bros@registerpec.it.
Only shareholders who, individually or jointly with other shareholders, hold at least 4.5% of the share capital carrying voting rights are entitled to submit lists of candidates.
Lists containing three or more candidates must include candidates of both genders, so that the number of candidates belonging to the less represented gender, rounded up to the nearest whole number, is at least equal to the proportion required under the applicable gender balance provisions.
As clarified by CONSOB Communication No. 1/20 of January 30th, 2020, the requirement under Article 144 -undecies.1, paragraph 3, of the Issuers’ Regulation to round up to the next whole number does not apply, due to mathematical impossibility, to corporate bodies consisting of three members.
In such cases, CONSOB has considered rounding down to the nearest whole number to be consistent with the applicable gender balance requirements.
No shareholder may submit, or participate in the submission of, more than one list, whether directly or through an intermediary or fiduciary company.
Lists must be filed with the Company at least 25 days prior to the date of the Shareholders’ Meeting.
The minimum shareholding required to submit a list is determined on the basis of the shares registered in the name of the relevant shareholder or sharehol ders on the date the list is filed. The relevant certification may be provided after the filing of the list, provided that it is submitted by the deadline for publication of the lists.
Lists that do not comply with the above requirements will not be put to a vote.
If the outcome of the voting does not ensure compliance with the applicable gender balance requirements, the last elected candidate belonging to the more represented gender on the majority list shall be replaced by the first non -elected candidate belonging to the less represented gender on the same list, in the order in which the candidates are listed. This replacement procedure shall continue until the required gender balance is achieved.
If the above procedure does not result in compliance with the applicable gender balance
4 requirements, the necessary replacement shall be resolved upon by the Shareholders’ Meeting by relative majority from among candidates belonging to the less represented gender.
Shareholders are also invited to appoint the Chairman of the Board of Directors. If the Shareholders’ Meeting does not make such appointment, the Chairman will be appointed by the Board of Directors.
Shareholders wishing to participate in the appointment of the new Board of Directors are therefore invited to file their lists in accordance with the procedures and deadlines set out above and in the Articles of Association.
The Shareholders’ Meeting is also invited to determine the remuneration of the Board of Directors.
Pursuant to Article 23 of the Articles of Association, Directors are entitled to reimbursement of expenses incurred in the performance of their duties. The a nnual remuneration of the Board of Directors most recently approved by the Shareholders’ Meeting, on October 27th, 2023, amounted to Euro 1,200,000 for each fiscal year.
Milan, September 17th, 2026 DIGITAL BROS S.P.A.