DIGITAL BROS S.P.A.
Ordinary and Extraordinary Shareholders’ Meeting of October 27, 2026
EXPLANATORY REPORT BY SHAREHOLDER RAFFAELE GALANTE
pursuant to Article 126 -bis, paragraph 4, of Legislative Decree No. 58 of February 24, 1998 , as subsequently amended and supplemented (the ‘T .U.F’) Proposed resolutions on matters already on the agenda Digital Bros S.p.A.
Via Tortona No. 37
20144 Milan
Certified email (PEC): digital -bros@registerpec.it 1. Introduction and standing of the proposing shareholder The undersigned, Raffaele Galante, born in Beirut, Lebanon, on May 7, 1965 , Italian tax code GLNRFL65E07Z229E, resident in Milan, acting in his capacity as a shareholder of Digital Bros S.p.A. (the “Company ”) and holding 30.65% of the Company’s share capital, as evidenced by the communication issued by the authorised intermediary attached to the notice submitting the
proposals,
whereas
a. the Company’s Ordinary and Extraordinary Shareholders’ Meeting has been called for October 27, 2026 at 9:00 a.m., on a single call;
b. the Notice of call was published within the prescribed deadline and in accordance with the related legal requirements ;
c. the agenda includes, inter alia, the appointment of the Board of Directors and of the Board of Statutory Auditors;
d. the undersigned submitted the list of candidates for the Board of Directors and the list for the Board of Statutory Auditors, together with the documentation required by the law, the Company’s Articles of Association and the Notice of call;
e. pursuant to Article 126 -bis, paragraph 2, of the TUF, the undersigned submitted his proposed resolutions on the items already on the agenda;
whereas, furthermore,
1. pursuant to Article 126 -bis, paragraph 4, of the TUF, shareholders submitting their proposed resolutions on the items already on the agenda must prepare a report setting out the reasons for such proposals;
2. the proposals set out below relate exclusively to matters already included on the agenda of the Shareholders’ Meeting and do not introduce any new items;
3. the appointment of the members of the Board of Directors and the Board of Statutory Auditors remains governed by list voting and by Articles 16 and 25 of the Company’s Articles of Association ;
In light of the foregoing, Raffaele Galante hereby submits the following proposed resolutions and sets out the reasons supporting them.
2. Proposals concerning the Board of Directors 2.1 Item 4.1 – Determination of the number of members The shareholder proposes that the Shareholders’ Meeting set the number of members of the Board of Directors of Digital Bros S.p.A. (“Board”) at nine.
Rationale
The proposal is consistent with Article 16 of the Company’s Articles of Association , under which the Board must comprise no fewer than five and no more than eleven members, and with the guidance for shareholders approved by the Board of Directors , following consultation with the Nomination Committee , and issued on July 20, 2026 .
The outgoing Board identified nine members as an appropriate size to ensure:
a. effective Board discussion;
b. a range of professional expertise;
c. the proper functioning of the Board committees;
d. the presence of Executive Directors, Non -Executive Directors and Independent Directors;
e. an appropriate balance between effective decision -making and diversity of experience;
Maintaining the current size would also ensure organisational continuity and support the effective operation of the three Board committees (the Nomination Committee, the Remuneration Committee and the Control and Risk Committee), while facilitating the app ointment of professionals with complementary expertise and their development within the Board.
2.2 Item 4.2 – Term of office The shareholder proposes that the Shareholders’ Meeting set the term of office of the Board of Directors at three fiscal years, expiring on the date of the Shareholders’ Meeting called to approve the financial statements as of June 30, 2029 .
Rationale
The proposed three -year term is consistent with Article 16 of the Company’s Articles of Association and with the practice followed in respect of the previous terms of office.
The proposed term would also enable the Board to oversee the implementation of the Group’s medium -term strategies and plans, taking into account the timing of development, publishing, marketing activities related to video games and digital content.
The proposed term would also:
a. promote continuity in the composition and effective operation of the Board committees;
b. support ongoing oversight of the internal control and risk management system;
c. preserve and further develop the Board’s understanding of the Group and its subsidiaries;
d. provide an appropriate timeframe for implementing the Group’s strategic and business
initiatives;
e. ensure an appropriate balance between continuity and renewal, while maintaining the periodic self -assessment of the Board and its committees.
The three -year term does not preclude annual reviews of the size, composition and functioning of the Board and its committees.
2.3 Item 4.3 – Appointment of the members of the Board of Directors With reference to the Item 4.3, the shareholder refers to the list of candidates filed pursuant to Article 16 of the Company’s Articles of Association and the applicable provisions governing list voting.
The members of the Board of Directors will be appointed on the basis of the lists submitted, in accordance with the procedure prescribed by the applicable laws and regulations and the Company’s Articles of Association. Accordingly, this report does not include any separate proposal concerning the appointment of individual candidates.
The list was prepared taking into account the “Guidance to Shareholders on the size and composition of the new Board of Directors ” approved by the outgoing Board and, in particular, the need to ensure continuity among the Executive Directors currently in office (Abramo Galante, Raffaele Galante, Stefano Guido Mario Salbe and Dario Treves ), while also ensuring an appropriate representation of Non -Executive Directors and Independent Directors.
2.4 Item 4.4 – Designation of Abramo Galante as candidate for Chair The shareholder designates Abramo Galante as the candidate for the role of Chair man of the Board of Directors.
Rationale
Abramo Galante currently serves as the Company’s Chair man and Chief Executive Officer and has extensive knowledge of:
a. the Company and the Group;
b. the Group’s subsidiaries;
c. the video game and digital entertainment industry;
d. the Group’s business and commercial strategies;
e. the relations between management, corporate bodies, shareholders and stakeholders.
His appointment is consistent with the guidance issued by the outgoing Board, according to which the Chair should have the authority, sound judgement and leadership skills required to safeguard shareholders’ interests, the ability to synthesise differing views and mediate effectively, a thorough
understanding of corporate governance matters, and the ability to foster constructive dialogue with stakeholders.
The re -appointment of Abramo Galante will also support continuity in strategic and managerial direction during the implementation of the Group’s initiatives .
The Chair will be appointed by the Shareholders’ Meeting in accordance with the Company’s Articles of Association. If the Shareholders’ Meeting does not appoint the Chair, the Board of Directors will elect the Chair from among its members.
2.5 Item 4.5 – Determination of the remuneration of the Board of Directors The shareholder proposes that the Shareholders’ Meeting set the aggregate gross annual remuneration payable to the Board of Directors at € 1,700,000.00, if not amended by the Board in the future , plus reimbursement of expenses incurred in the performance of their duties, and purposes to authorise the Board of Directors to allocate such amount among its members.
Rationale
The proposal takes into account:
a. the complexity related to the Company’s listing on a regulated market;
b. the Group’s international structure;
c. the complexity of the digital entertainment industry;
d. the presence of subsidiaries operating in different jurisdictions;
e. the responsibilities of the Executive Directors;
f. the activities of the committees;
g. the commitment of Non -Executive Directors and Independent Directors.
The Board is entitled to allocate the aggregate amount among its members, taking into account their respective roles, responsibilities and membership of Board committees.
The allocation must be made in accordance with the resolution of the Shareholders’ Meeting, the Company’s Articles of Association, the Remuneration Policy approved by the Shareholders’ Meeting and the Article 2389 of the Italian Civil Code. Any additional remuneration payable to directors holding special offices must be determined in accordance with the procedure prescribed by applicable law and the Company’s Articles of Association, without exceeding t he aggregate amount approved by the Shareholders’ Meeting.
3. Proposals concerning the Board of Statutory Auditors 3.1 Item 5.1 – Appointment of the Board of Statutory Auditors With reference to Item 5.1, the shareholder refers to the list of candidates filed pursuant to Article 25 of the Company’s Articles of Association and the applicable provisions governing voting list.
The members of the Board of Statutory Auditors will be appointed on the basis of the lists submitted, in accordance with the procedure prescribed by applicable laws and regulations and the Company’s Articles of Association. Accordingly, this Report does not include any separate proposal concerning the appointment of individual candidates.
3.2 Item 5.2 – Designation concerning the Chair of the Board of Statutory Auditors The shareholder proposes the appointment of Nicolino Cavalluzzo as the Chair man of the Board of Statutory Auditors, subject to and in accordance with Article 25 of the Company’s Articles of Association and the applicable laws and regulations .
Rationale
The proposal takes into account the candidate’s previous experience as a member of the Company’s supervisory body and his knowledge of the Group’s structure, business and related risks. His appointment as Chair man remains subject to the outcome of the voting process and to the procedure set out in the Company’s Articles of Association, including the provisions applicable where more than one list is submitted. Accordingly, the proposal remains subject to the provisions of applicable law and the Company’s Articles of Association governing the appointment of the Chair.
3.3 Item 5.3 – Determination of the remuneration of the standing statutory auditors The shareholder proposes that the gross annual remuneration payable to the standing members of the Board of Statutory Auditors be set as follows:
a. EUR 28,000.00 for each standing statutory auditor;
b. EUR 42,000.00 for the Chair of the Board of Statutory Auditors.
The above amounts do not include the reimbursement of expenses incurred in the performance of their duties, to the extent permitted under applicable law and the Company’s Articles of Association.
Rationale
The proposal takes into account:
a. the guidance provided by the Board of Statutory Auditors;
b. the complexity associated with the Company’s listing on a regulated market and the Group’s international structure;
c. the expected time commitment indicated, including attendance at the meetings of the Board of Statutory Auditors, the Board of Directors, the Board committees and the Shareholders’
Meeting;
d. the time required to review the Company’s corporate and financial documentation;
e. the responsibilities associated with overseeing management, financial reporting, the internal control and risk management system and the statutory audit.
The remuneration of the standing members of the Board of Statutory Auditors must be determined by the Shareholders’ Meeting for the entire term of office, in accordance with applicable laws and regulations and the Company’s Articles of Association.
This report, together with the proposed resolutions and the required documentation, is submitted to the Company pursuant to Article 126 -bis, paragraph 4, of the TUF.
Milan, October 1, 2026 Raffaele Galante