1
Shareholders’ Meeting
October 27th, 2026 (single call ) – 9:00
Explanatory Report of the Board of Directors on the fifth item on the agenda of the Ordinary Shareholders’ Meeting “ Appointment of the Board of Statutory Auditors for the three -year period 2027 - 2029”
2 Item 5 on the agenda of the Shareh olders’ Meeting:
“Appointment of the Board of Statutory Auditors for the three -year period 2027 –2029:
5.1 appointment of three Standing Statutory Auditors and two Alternate Statutory Auditors;
5.2 appointment of the Chairman of the Board of Statutory Auditors;
5.3 determination of the annual remuneration of the Standing Statutory Auditors.”
Dear Shareholders,
Upon approval of the Financial Statements as of June 30th, 2026, the current Board of Statutory Auditors will complete its term of office. Shareholders are therefore called upon to appoint a new Board of Statutory Auditors for the three -year period 2027 –2029, in accordance with Article 25 of the Articles of Asso ciation.
In particular, the Shareholders’ Meeting is called upon to: (i) appoint three Standing Statutory Auditors and two Alternate Statutory Auditors; (ii) appoint the Chairman of the Board of Statutory Auditors; and (iii) determine the remuneration of the Standi ng Statutory Auditors .
The new Board of Statutory Auditors will remain in office for three fiscal years, until the Shareholders’ Meeting called to approve the Financial Statements for the fiscal year ending June 30th, 2029.
Pursuant to Article 25 of the Articles of Association, the Board of Statutory Auditors consists of three Standing Statutory Auditors and two Alternate Statutory Auditors, who remain in office for three fiscal years and may be re -elected.
Statutory Auditors are appointed on the basis of lists submitted by shareholders, in compliance with the applicable gender balance requirements. Lists must be submitted either: (i) by hand delivery to the Company’s registered office at Via Tortona 37, Milan, during normal 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 shares carrying voting rights are entitled to submit their lists. 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 app licable gender balance provisions.
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 (i.e., by October 2nd, 2026).
If, by such deadline, only one list has been filed, or if the only lists filed have been submitted by shareholders who are connected with one another pursuant to Article 144 -sexies, paragraph 5, of the Issuers’ Regulation, the deadline for filing additiona l lists will be extended to the third day following such date (i.e., until 4:00 p.m. on October 5th, 2026). In such case, the minimum shareholding required to submit a list will be reduced to 2.25% of the Company’s share capital.
3 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 shareholders on the date the list is filed with the Company. 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.
Shareholders wishing to participate in the appointment of the new Board of Statutory Auditors 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 called upon to determine the remuneration of the Standing Statutory Auditors. The remuneration most recently approved by the Shareholders’ Meeting, on October 27th, 2023, amounted to Euro 27,000 gross per year for the Chairman of the Board of Statutory Auditors and Euro 22,000 gross per year for each Standing Statutory Auditor.
Milan, September 17th, 2026 DIGITAL BROS S.P.A.