Please note that 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.
Directors’ explanatory report on the sixth item on the agenda of the Ordinary Shareholders’ Meeting : “Authorization for the purchase and disposal of treasury shares pursuant to and for the purposes of Art icles 2357, 2357 -ter of the Italian Civil Code, Art.132 of Legislative Decree no. 58 of February 24th, 1998, and Art. 144 -bis of CONSOB resolution no. 11971 of May 14th, 1999”.
Please note that this is an Italian to English translation and that the Italian version shall always prevail in case of any discrepancy or inconsistency 2 Item no. 6 on the agenda “Authorization for the purchase and disposal of treasury shares pursuant to and for the purposes of Art icles 2357, 2357 -ter of the Italian Civil Code, of Art.132 of Legislative Decree no. 58 of February 24th, 1998, and Art. 144 -bis of CONSOB resolution no. 11971 of May 14th, 1999”.
Dear Shareholders,
You are hereby called to authorize the purchase and disposal of Digital Bros S.p.A.’s treasury shares pursuant to Articles 2357, 2357 -ter of the Italian Civil Code, Art. 132 of Legislative Decree no. 58 of February 24th, 1998 (T.U.F. ) and Art. 144 -bis of CONSOB resolution no. 11971 of May 14th, 1999 , as subsequentially amended (the “ Issuers Regulation ”), without prejudice to EU Regulation no. 596 of April 16th, 2014 on market abuse (“ MAR ”), EU Delegated Regulation no. 1052 of March 8th, 2016 concerning regulatory technical standards for the conditions applicable to buy -back of treasury shares and stabilization measures (“Delegated Regulation ”) and the market practices applicable from time to time approved by CONSOB in accordance with MAR (“Admitted Practices ”).
Please consider that the previous authorization for the purchase and disposal of treasury shares was approved by the Shareholders' Meeting held on October 27th, 2025 and will expire on April 26th, 2027, after the 18-month period established in the same resolution. As of the date of approval of this Directors’ Report (September 24th, 2026), the Board of Directors has not made use of the previous authorization granted by the Shareholders’ Meeting of October 2 7th, 202 5 and the Company does not currently hold any treasury shares. In consideration of the opportunity to renew such authorization, for the reasons and under the terms set out below, we ask the Shareholders’ Meeting to revoke the authorization granted on October 27th, 2025 and concurrently request a new authorization for the purchase and disposal of the Company’s ordinary shares under the terms
described below:
1. Reasons behind the request to authoriz e the purchase and dispos al of treasury shares.
The authorization covered by this proposal enables the Company to purchase and dispose of its ordinary treasury shares in accordance with the procedures established by the applicable EU Regulations and the Italian law and for the purposes permitted thereby , including :
(i) liquidity support and market efficiency;
(ii) retention for subsequent uses such as : serving as consideration in extraordinary transactions , e.g. the disposal of shares through exchange , conferral or other forms of transfer, and/or use in connection with financial instruments issued by third parties , including bonds convertible into Company shares or warrant bond s; and (iii) use in compensation plans based on financial instruments in favor of the Group Directors , employees or collaborators pursuant to Art. 114 -bis of the T .U.F., as well as allocating free shares to Shareholders.
The authorization further allows the Board of Directors to carry out repeated and subsequent purchase and disposal transactions (i.e. revolving shares), in whole or as fractions of the maximum amount authorized, provided that, at any time, the number of shares purchase d in treasury d oes not exceed the limits set by the L aw and by the Shareholders Meeting’s resolution , and in compliance with the Issuers Regulation, the MAR, the Delegated Regulations, and the Admitted Practices.
Please note that this is an Italian to English translation and that the Italian version shall always prevail in case of any discrepancy or inconsistency 3 2. Maximum number, category and par value of the shares covered by the authorization .
Pursuant to Article 2357, paragraphs 2 and 3, of the Italian Civil Code, the authorization is requested for the purchase of Digital Bros S.p.A. treasury shares, also in multiple tranches , with a par value of Euro 0.4 , and up to a maximum amount that shall not exceed 10% of the share capital, taking into account the Digital Bros ’ ordinary shares held from time to time in the Company’s and its subsidiaries’ portfolios , and within the overall 20% threshold provided for by Art. 2357, paragraph 3 of the Italian Civil Code . It is further understood that, within such overall limit, purchases performed pursuant to art. 144 -bis, paragraph 1, letter c) of the Issuers ’ Regulation shall not exceed 5% of the share capital.
As of the date of this Directors’ report, the share capital of Digital Bros S.p.A. amounts to Euro 6,024,334.80 of which Euro 5.740.014,80 subscribed. The subscribed capital is composed of no. 14.350.037 ordinary shares with a par value of Euro 0.4 each.
As of the date of this Directors’ report , Digital Bros S.p.A does not hold any treasury shares, and no subsidiaries hold any of the Group shares .
3. Useful i nformation to fully assess the compliance with Art. 2357 of the Italian Civil Code.
The purchase of treasury shares must be carried out within the limits of distributable profit s and available reserves resulting from the latest financial statements approved at the time of each transaction, in accordance with Art. 2357 of the Italian Civil Code.
Only fully paid -up shares may be acquired.
The Board of Directors will be required to assess compliance with the limits set by Art.
2357 of the Italian Civil Code, prior to each purchase of treasury shares. Digital Bros S.p.A. will issue specific guidelines to its subsidiaries to prompt ly notify about any treasury shares purchase pursuant to Art. 2359 -bis of the Italian Civil Code.
All the legal provisions and applicable accounting standards governing the allocation of treasury shares must be observed during the purchase, sale, exchange, transfer or write -down of shares. The proceeds from the sale, exchange, transfer or cancellation of treasury shares may be reused for further purchases, until the expiry of the authoriz ation period granted by the Shareholders’ Meeting , subject to the conditions and to the quantitative and expenditure limits set by the authorization .
4. Term for which the authorization is requested .
The authorization to purchase treasury shares is requ ested for a period of eighteen month s (the maximum duration provided for by Art. 2357, paragraph 2 of the Italian Civil Code ), starting from the date of the possible resolution of approval by the Shareholder s’ Meeting.
Within this term , the Board of Directors may purchase treasury shares on one or more occasions, at any time and to an extent as it deems appropriate in the interest of the Company , in compliance with applicable laws.
The authorization to dispose of treasury shares is requested without any time limitation, pursuant to the current provisions , in order to provide the Board of Directors with maximum flexibility in executing the related transactions .
Please note that this is an Italian to English translation and that the Italian version shall always prevail in case of any discrepancy or inconsistency 4 5. Minimum and maximum purchase price of treasury shares .
The Board of Directors proposes that the purchase price of each share should not be lower than the Stock Exchange price recorded on the trading day preceding the date of execution of the purchase transaction , reduced by 20% , and shall not be higher than the Stock Exchange price recorded on the trading day preceding the date of execution of the purchase transaction, increased by 10%, in compliance with the Delegated Regulation and the applicable Admitted Practices .
The Board of Directors further proposes to be authorized to dispose of the shares acquired , in whole or in part, for any reason and at any time, for the purposes set out in Paragraph 1 and without prejudice to Art. 2357 of the Italian Civil Code. The allocation of p urchased treasury shares shall be determined on the basis of the actual execution methods adopted , the performance of Digital Bros ’ stock price , and the Company’s best interest . The proceeds from the disposal of treasury shares may be reused for further purchases, until the expiry of the authorization granted by the Shareholders’ Meeting, within the limits set by this resolution and by the applicable regulations.
6. Purchase and disposal procedures .
Treasury shares will be purchased on regulated markets, in accordance with the operating procedures set out in the rules governing market organization and management , including through the trading of options or other financial derivatives on Digital Bros shares , in compliance with Art.
132 of the T.U.F. ( with particular reference to the principle of equal treatment of Shareholders ), Art. 144 -bis of the Issuers ’ Regulation, the EU and national legislation on market abuse in force from time to tim e, including the MAR, the Delegated Regulation and the Admitted Practices.
The purchase and disposal of treasury shares shall be carried out in the interest of the Company, in compliance with the applicable laws and regulations in force at the time , and for the achievement of the purposes described in this propos al. Such transactions may include, among others, sales on regulated markets, block trades, exchange s, securities lending or free assignment.
The Board of Directors also proposes to be authorized to carry out subsequent and repeated purchase and disposal transaction, as part of trading activity, for the purposes set out in Paragraph 1 and until the expiration of the authorization requested from the Shareholders’ Meeting .
7. Instrumental ity of the treasury share purchase to a share capital reduction .
The purchase of treasury shares is not intended for the purpose of reducing the Company’ share capital through the cancellation of the treasury shares purchased , without prejudice to the Company ’s right to cancel the treasury shares held in its portfolio , should the Shareholders ’ Meeting resolve to reduce the share capital in the future.
8. Effects of the authorization to purchase treasury shares in the manner indicated in Art. 44 -bis of the Issuers ’ Regulation .
Pursuant to Art. 44 -bis, paragraph 1 of the Issuers’ Regulation , the treasury shares directly or indirectly held by the Company are excluded from the share capital used to calculate the relevant shareholding thresholds that may trigger a mandatory takeover bid under Art. 106, paragraphs 1, 1-bis, 1 -ter and 3, letter b) of the T.U.F..
The aforementioned provision does not apply in the event that the crossing of the thresholds set out in Art. 106 of the T .U.F. results from purchases of treasury shares carried out by the Company , even indirectly, in execution of a resolution approved under whitewash , pursuant to Art.
44-bis, paragraph 2, of the Issuers ’ Regulation . Such resolution must be approved by the majority of the Company’s shareholders , other than those who, individually or jointly, hold a majority stake exceeding 10%, without prejudice to the provisions of Articles 2368 and 2369 of the Italian Civil
Please note that this is an Italian to English translation and that the Italian version shall always prevail in case of any discrepancy or inconsistency 5 Code .
The treasury shares purchased by the Company are not excluded from the share capital (and therefore counted therein ) for the purpose of calculating the excess of the relevant thresholds by one or more shareholders for the purposes referred to in Art. 106 of the T.U.F. and the related exemption from the obligation to launch a mandatory takeover bid .
Without prejudice to the provisions of Article 44 -bis, paragraph 4, of the Issuers’ Regulation, pursuant to which treasury shares acquired as a result of transactions carried out: (i) in accordance with the procedures set out in CONSOB Resolution No. 16839 of March 19th, 2009, for the purpose of holding and subsequently using such shares as consideration in extraordinary transactions, including share exchanges, that have already been approved; and (ii) for the purpose of fulfilling obligations arising from remuneration plans approved by the Shareholders’ Meeting pursuant to Article 114 -bis of the T.U.F., are not excluded from the share capital used to calculate the relevant shareholding for the purposes of Article 106 of the T.U.F.
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Proposed resolution
Dear Shareholders,
In light of the above , the Board of Directors hereby proposes the following resolutions:
“The Shareholders’ Meeting of Digital Bros S.p.A. having:
- examined the resolution of the Shareholders’ Meeting held on October 27th, 2025, which authorized the purchase and disposal of treasury shares ;
- noted that the Company did not hold any treasury shares as of the date of the report;
- reviewed the Financial Statements as of June 30th, 2026, as approved by the Shareholders’ Meeting of October 27th, 202 6;
- noted the total of available reserves, amounting to Euro 53,651,247.16, resulting from Digital Bros S.p.A. Financial Statements as of June 30th, 2026;
- noted the submitted resolution proposals ;
resolves
1. to revoke the previous authorization to purchase and dispose of treasury shares granted by the Shareholders’ Meeting held on October 27th, 2025;
2. to authorize the purchase of treasury shares in one or multiple tranches , pursuant to Art. 2357 and of the Italian Civil Code and Art. 132 of Legislative Decree no. 58 of February 24th, 1998, for a period not exceeding 18 months starting from the date of approval of this resolution , according to the following terms and conditions:
(i) the purchase shall be made:
- to support the liquidity and market efficiency;
- to hold the shares for subsequent use, including as consideration in extraordinary transactions, including transactions involving the exchange or transfer of equity interests, to be carried out with third parties by way of exchange, contribution or other f orm of
Please note that this is an Italian to English translation and that the Italian version shall always prevail in case of any discrepancy or inconsistency 6 disposal and/or use, as well as to service bonds convertible into shares of the Company or bonds with warrants; and
- to service share -based compensation plans pursuant to Article 114 -bis of Legislative Decree No. 58 of February 24th, 1998, for directors, employees or collaborators of the Company and/or its subsidiaries, as well as for the free allotment of shares to shar eholders.
(ii) the purchase price of each share shall not be lower than the official market price of Digital Bros shares on the trading day preceding the date on which the purchase is carried out, less 20%, and shall not exceed such official market price, plus 10%, withou t prejudice to the application of the terms and conditions set out in Article 5 of Regulation (EU) No. 596 of April 16th, 2014 and Article 3 of Commission Delegated Regulation (EU) 2016/1052 of March 8th, 2016 (iii) the; shares purchased shall have an aggregate nominal value not exceeding 10% of the Company’s share capital as of the date of this resolution, including any shares held by Digital Bros and its subsidiaries; provided that, within such overall limit, purchases pursuant to Article 144 -bis, paragraph 1, letter c), of the Issuers’ Regulation may be made for a maximum number of shares not exceeding, in aggregate, 5% of the share capital;
3. to authorize the Board of Directors to dispose in whole and/or in part, without time limits, of the treasury shares purchased pursuant to Art. 2357 -ter of the Italian Civil Code, establishing the price and the modalities of disposal and making any accounting registration necessary or appropriate, in compliance with the applicable Law and accounting standard s applicable from time to time ;
4. to grant the Board of Directors and, on its behalf , the Chairman and Chief Executive Officer , with all the appropriate powers to purchase, s ell, exchange, transfer or write -down treasury shares and to implement the aforementioned resolutions, also through its delegated agents, as well as to execute any and all executive provisions of the related purchase programs, including buy-backs pursuant to the Delegated Regulation, and in compliance with any requirements of the competent Authorities.
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Milan, September 24th, 2026
DIGITAL BROS S.P.A.