Directors Report presented to the ordinary Shareholders’ Meeting

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BIESSE S.P.A.

DIRECTORS' REPORT PRESENTED TO THE ORDINARY SHAREHOLDERS' MEETING OF BIESSE

S.P.A. CALLED, ON A SINGLE CALL BASIS, FOR 12 OCTOBER 2026, PREPARED PURSUANT TO

ART. 125-TER OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998 (“TUF”) AND ARTICLE

84-TER OF THE REGULATIONS ADOPTED BY CONSOB RESOLUTION NO. 11971 OF 14 MAY 1999,

(“ISSUERS REGULATION”).

11 SEPTEMBER 2026

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Dear Shareholders , By means of the notice of call published on the website of Biesse S.p.A. (the “ Company ”, “Biesse ” or the “Issuer ”), disclosed and made available through the authorized storage mechanism 1Info at www.1info.it , as well as published in the newspaper Libero on 12 September 2026 and on the Company's website, the Ordinary Shareholders' Meeting of the Company has been convened, on a single call basis, for 12 October 2026 , at 10:00 a.m., exclusively by means of telecommunications, to discuss and resolve upon the following

Agenda

1. Appointment of a member of the Board of Directors following co -optation pursuant to Article 2396 -undecies of the Italian Civil Code; related and consequent resolutions.

2. Amendment of the remuneration granted to the Board of Directors; related and consequent resolutions.

3. Update of the Report on the Remuneration Policy and Compensation Paid. Binding resolution on Section I of the report pursuant to Article 123 -ter, paragraphs 3 -bis and 3 -ter, of Legislative Decree No. 58/1998.

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1. APPOINTMENT OF A MEMBER OF THE BOARD OF DIRECTORS FOLLOWING CO-OPTATION PURSUANT TO

ARTICLE 2396 -UNDECIES OF THE ITALIAN CIVIL CODE; RELATED AND CONSEQUENT RESOLUTIONS .

Dear Shareholders,

Please note that, following the resignation of Mrs . Alessandra Baronciani from the office of Director of the Company (announced by press release issued on 30 April 2026 and effective as of the same date), the Board of Directors, on 5 May 2026, resolved, subject to the favourable opinion of the Board of Sta tutory Auditors, to appoint Mr. Stefano Porcellini by co -optation, pursuant to and for the purposes of Article 2396 -undecies of the Italian Civil Code (which replaced former Article 2386 of the Italian Civil Code), as a new member of the Board of Directors .

Mr. Stefano Porcellini is a professional with proven experience and extensive knowledge of Biesse's business and corporate organisation, having been an employee of the Company for more than twenty years and having held, inter alia, the positions of Chief F inancial Officer and General Manager .

Following the resignation of Mr. Pierre La Tour from his positions as Chief Financial Officer, Manager in Charge of Financial Reporting and Investor Relator (communicated on 1 April 2026 and effective as of 1 June 2026), during the same meeting of 5 May 2026 the Board of Directors also a ppointed Mr. Stefano Porcellini as Deputy Chief Executive Officer, qualifying him as a non -independent executive director ; furthermore, as of 1 June 2026, he has also been performing the duties of Chief Financial Officer (CF O) and Investor Relations Officer of the Company in light of both his significant financial experience and his previous twenty -year experience within the Company, first as CFO and subsequently as General Manager.

Pursuant to applicable law, Mr. Stefano Porcellini shall remain in office until the date of the Shareholders' Meeting to be convened by the Company . Accordingly, the Shareholders' Meeting is called upon to resolve on the appointment of a new director in accordance with the procedures set out in the Articles of Association of Biesse (the “ Articles of Association ”). The director appointed by the Shareholders' Meeting shall remain in office, pursuant to law, until the expiry of the current Board of Directors' term of office, (i.e. until the shareholders' meeting called to approve the financial statements for the year ending 31 December 2026 ).

The Board of Directors intends to propose to the Shareholders' Meeting that Mr. Stefano Porcellini be confirmed as a member of the Board of Directors, without prejudice to the right of Shareholders to submit additional nominations within the deadline indicated in the notice of call.

The curriculum vitae , providing comprehensive information on the candidate’s personal and professional background, together with the list of offices held in other companies and declarations issued by Mr . Stefano Porcellini concerning: (i) his willingness to accept the office; (ii) the absence of grounds for ineligibility or incompatibility; and (iii) compliance with the requirements prescribed by law and other applicable provisions, are attached to this Report (Annex 1 ).

Shareholders wishing to submit candidacies must send them in writing, by registered letter with return receipt to the Company's registered office and/or to the following certified email address (pec) biessespa@legalmail.it and, for information, to the address investor@biesse.com , from a certified email account, by Monday, 21 September 2026 .

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Candidacies must be accompanied by:

- a declaration by which the candidate accepts their candidacy and certifies, under their own responsibility, the absence of any grounds for ineligibility or incompatibility provided for by law or the Articles of Association, as well as the fulfillment of th e integrity requirements prescribed for Standing auditors of listed companies by art. 148, paragraph 3, of the TUF, as referred to for directors by art. 147 -quinquies , paragraph 1, of the TUF, including a declaration regarding any fulfillment of the indepe ndence requirements provided for by the combined provisions of articles 147 -ter, paragraph 4, and 148, paragraph 2, of the TUF and/or by the Corporate Governance Code;

- a curriculum vitae , containing comprehensive information on the candidate's personal and professional characteristics, as well as a list of positions held in other companies ;

- an indication of the identity of the shareholder who submitted the candidacy and the percentage of shareholding held; and

- any other further or different declaration, information and/or document required by law and applicable regulations.

Candidacies received by the Company within the terms and in the manner described above will be published on the Company's website at www.biesse.com , in the " Governance & investors/For investors/Shareholders' meeting 12/10/2026 " section, at the authorized storage mechanism 1info at www.1info.it , and filed at the Company's registered office, without delay and in any case by Sunday, 27 September 2026 .

* * * * The Board of Directors thus submits to the Shareholders' Meeting the following proposed resolution in relation to the first item on the agenda :

“The Ordinary Shareholders' Meeting of Biesse S.p.A.,

- - having examined the Report of the Board of Directors prepared in accordance with Article 125 -ter of the TUF , as well as Article 84 -ter of the Issuers' Regulations ,

- having acknowledged the need to appoint a new member of the Board of Directors ,

RESOLVES

1. to appoint Mr .Stefano Porcellini, born in Rimini on 23 November 1965, Tax Code No. PRCSFN65S23H294K, as Director, whose term of office shall expire on the date of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2026 ;

2. to grant the Board of Directors and, on its behalf, the Chairman and Chief Executive Officer, with the power to sub -delegate to third parties, all the powers necessary to implement the resolution referred to in point 1, including through third -party attorneys and intermediaries, in compliance with the requirements of applicable legislation and the competent authorities .”

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2. AMENDMENT OF THE REMUNERATION GRANTED TO THE BOARD OF DIRECTORS ; RELATED AND

CONSEQUENT RESOLUTIONS

Dear Shareholders,

You are called upon to resolve on an amendment to the remuneration granted to the Board of Directors.

It should be recalled that the gross annual remuneration of the Board of Directors determined by the Shareholders' Meeting on 29 April 2024 for the three -year period 2024 -2026 amounts to Euro 1,570,000, in addition to benefits and reimbursement of expenses , without prejudice to the Board's authority to determine remuneration payable to individual directors pursuant to Article 2389 of the Italian Civil Code.

It should also be recalled that, implementing the aforementioned shareholders' resolution, the Board of Directors resolved to determine the following remuneration:

- € 1.200.000,00 for the Chairman of the Board of Directors and CEO ;

- € 29.500,00 for Director Salvatore Giordano

- € 29.500,00 for Indipendent Director Pier Giorgio Bedogni

- € 29.500,00 for Indipendent Director Federica Ricceri

- € 29.500,00 for Indipendent Director Rossella Schiavini

- € 29.500,00 for Indipendent Director Cristina Sgubin

- € 29.500,00 for the resigning Director Alessandra Baronciani The following additional remuneration has been granted for committee memberships:

- € 29.800,00 per annum, pro rata temporis , to Mrs. Rossella Schiavini as Lead Independent Director, Chair of the Control, Risk and Sustainability Committee and member of the Remuneration Committee;

- € 28.300,00 per annum, pro rata temporis , to Mrs. Federica Ricceri as Chair of the Remuneration Committee and member of the Control, Risk and Sustainability Committee;

- Euro 10,000 per annum, pro rata temporis , to Mr. Pier Giorgio Bedogni as member of the Control, Risk and Sustainability Committee ;

- € 4.400,00 per annum in aggregate, as a maximum pro rata temporis amount, of which Euro 1,200 to Chair Mrs. Rossella Schiavini and Euro 1,000 to member Mrs. Cristina Sgubin for each attendance at meetings of the Related Parties Committee .

In light of the co -optation of Mr. Stefano Porcellini (whose appointment as director is proposed for confirmation by the Shareholders' Meeting until the expiry of the current Board's mandate ), an increase of the gross annual remuneration payable to members of the Board of Directors to Euro 2,060,000, in addition to benefits and

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reimbursement of expenses, is hereby submitted for approval by the Shareholders' Meeting, without prejudice to the Board of Directors' authority to determine remuneration for directors vested with specific offices pursuant to Article 2389, paragraph 3, of the Italian Civil Code.

* * * * Accordingly, for the sake of transparency, the Board of Directors submits to the Shareholders' Meeting the following proposed resolution with respect to the second item on the agenda :

“The Ordinary Shareholders' Meeting of Biesse S.p.A. ,

- having examined the Report of the Board of Directors prepared pursuant to Article 125 -ter of the TUF and Article 84 -ter of the Issuers' Regulation

RESOLVES

1. to set the gross annual remuneration payable to the members of the Board of Directors at Euro 2,060,000, without prejudice to the Board's authority to determine any additional remuneration payable to directors vested with specific offices pursuant to Article 2389, paragraph 3, of the Italian Civil Code, and granting the Board of Directors the authority to allocate the above amount among the members of the Board of Directors .”

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3. UPDATE OF THE REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID. BINDING

RESOLUTION ON THE SECTION I OF THE REPORT PURSUANT TO ARTICLE 123-TER, PARAGRAPHS 3-BIS

AND 3-TER, OF LEGISLATIVE DECREE NO. 58/1998

Dear Shareholders,

Pursuant to Article 123 -ter, paragraph 3 -bis, of the TUF, you are called upon to approve an updated version of Section I of the Report on the Remuneration Policy and Compensation Paid (the " Remuneration Report " and, as regards the first section thereof, the " Policy "), which provides an adequate, clear and comprehensible illustration of: a) the Company's policy on the remuneration of Board members, general managers, key management personnel and members of the supervisory bodies, without affecting the provisions of Art. 2402 of the Italian C ivil Code; b) the procedures used to adopt and implement the Policy.

The update to the Policy approved by the Shareholders' Meeting on 28 April 2026 is due to developments occurring during the year and, in particular, to the new composition of the Board of Directors following the co -optation of Mr. Stefano Porcellini described under the first item on the agenda of this Report, and the consequent opportunity to provide details of the Policy provisions concerning the remuneration of Mr. Stefano Porcellini as Deputy Chief Executive Officer .

Accordingly, on 5 May 2026, the Board of Directors granted certain powers and delegated authorities to Mr.

Stefano Porcellini, appointing him Deputy Chief Executive Officer and qualifying him as a non -independent executive director; furthermore, with effect from 1 June 2026, he has also been performing the duties of Chief Financial Officer (CFO) and Investor Relations Officer .

His remuneration was approved by the Board of Directors following a proposal by the Remuneration Committee and upon receipt of the favourable opinion of the Board of Statutory Auditors.

The Board of Directors therefore considered it necessary to ensure business continuity by appointing a strategically important executive vested with broad delegated powers and significant responsibilities, while also determining the related remuneration pa ckage.

To this end, pursuant also to Article 2389, paragraph 3, of the Italian Civil Code, the Board of Directors, following a proposal by the Remuneration Committee and upon receipt of the favourable opinion of the Board of Statutory Auditors, resolved to grant Mr. Stefano Porcellini the following remuneration package:

(a) fixed annual remuneration of Euro 640,000, pro rata temporis ;

(b) annual variable remuneration equal to a nominal amount of Euro 120,000, pro rata temporis , based on the same KPIs assigned to Executives with Strategic Responsibilities within Governance functions ;

(c) a bonus of Euro 80,000, aimed at facilitating acceptance of the appointment, payable in April 2027 provided that, at that date, the relationship has not been terminated for reasons attributable to Mr. Stefano

Porcellini ;

(d) mileage reimbursement for use of personal vehicle (Euro 0.88/km); and (e) life, accident and D&O insurance coverage.

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Since the variable component ( MBO ) and the bonus were not contemplated by the Policy, the Remuneration Committee and the Board of Directors activated the temporary derogation procedure provided for under paragraph 1.6 of the Policy, in accordance with Article 123 -ter, paragraph 3 -bis, of the TUF .

The derogation was assessed in light of the exceptional circumstances connected with the timely replacement of a strategically significant executive and the need to attract a profile capable of pursuing the Company's long -term interests. Specifically, paragraph 1.6 of the Policy identifies among the exceptional circumstances justifying a derogation , «unexpected events that require the replacement of a strategic role and the rapid negotiation of a pay package that is not fully aligned with the guidelines and principles of the Policy, in order to attract the professional profiles best suited to the fulfilment of objectives ».

For the sake of completeness and consistency, the Remuneration Report is being re -submitted in its entirety, including Section II concerning remuneration paid in 2025, which has not been amended and therefore will not be submitted to a vote of the Shareholders' Meeting convened for 12 October 2026 .

Considering that the Policy most recently approved by the Shareholders' Meeting on 28 April 2026 had a one -year term, the Board of Directors submits the new Policy to the Shareholders' Meeting, likewise with a one -year duration (i.e. for financial year 202 6).

For further information regarding the third item on the agenda of the Shareholders' Meeting, reference is made to the Remuneration Report, including the updated Policy, on which Shareholders are called upon to express their vote, which will be made availab le to the public through the authorized storage mechanism 1info at www.1info.it , on the Company’s website at www.biesse.com under the section " Governance & investors/For investors/Shareholders' meeting 12/10/2026 ", and at the Company's registered office. The Report is attached hereto both in a marked -up version showing the amendments made to the Remuneration Policy ( Annex 2 ) and in a clean version not showing such amendments ( Annex 3 ).

* * * * Accordingly, the Board of Directors submits to the Shareholders' Meeting the following proposed resolution with respect to the third item on the agenda:

“ The Ordinary Shareholders' Meeting of Biesse S.p.A. ,

- having examined the updated version of Section I of the Report on the Remuneration Policy and Compensation Paid approved by the Board of Directors on 9 September 2026, upon proposal of the Remuneration Committee meeting held on 3 September 2026, pursuant t o Article 123 -ter of Legislative Decree No. 58 of 24 February 1998 and Article 84 -quater of the Issuers' Regulation adopted by CONSOB Resolution No. 11971/1999, as subsequently amended and supplemented ;

- considering, pursuant to Article 123 -ter of Legislative Decree No. 58 of 24 February 1998, the Shareholders' Meeting is called upon to cast a binding vote on the Section I of the Report on Remuneration policy and Compensation Paid,

RESOLVES

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- to approve the updated version of Section I of the Report on the Remuneration Policy and Compensation Paid drawn up pursuant to Article 123 -ter of Legislative Decree No. 58 of 24 February 1998 and Article 84-quater of the Issuers' Regulation adopted by CONSOB Resolution No. 11971/1999.

* * * * Pesaro, 11 September 2026

The Chairman of the Board of Directors