EXTRACT OF THE NOTICE OF CALL
OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
All the Shareholders entitled to vote are hereby convened to the Ordinary and Extraordinary Shareholders’ Meeting to be held on October 2 7th, 2026 at 9:00 a.m., in a single call, to discuss and resolve upon the agenda set out below.
Pursuant to Article 12 of the Articles of Association, the regulations adopted by the Board of Directors pursuant to Article 125 -bis.1, paragraph 3, of the T.U.F. and published on the Company’s website (the “Shareholders’ Meeting Procedures Regulation”), shareholders entitled to vote may attend the Shareholders’ Meeting exclusively through the Designated Representative pursuant to Article 135 -undecies of the T.U.F., in accordance with applicable laws and regulations and as further specified below.
MEETING AGENDA
1. Financial Statements of Digital Bros S.p.A. as of June 30th, 2026 and proposed allocation of the net result for the fiscal year 1.1 Approval of the Financial Statements of Digital Bros S.p.A. as of June 30th, 2026 and the related Directors’ Report, together with the Reports of the Board of Statutory Auditors and the Independent Auditors; presentation of the Consolidated Financial Statements as of June 30th, 2026;
1.2 Allocation of Digital Bros S.p.A.’s net result for the fiscal year.
2. Report on the Remuneration Policy and fees paid 2.1 Binding resolution on the first section of the Report on the Remuneration Policy and fees paid, prepared pursuant to Article 123 -ter, paragraph 3 -bis, of Legislative Decree No. 58/1998, concerning the Company’s remuneration policy for members of the manag ement bodies, general managers and key management personnel;
2.2 Non-binding resolution on the second section concerning compensation paid, prepared pursuant to Article 123 -ter, paragraph 6, of Legislative Decree No. 58/1998.
3. Approval of the 2026 -2032 Phantom Share Plan 3.1 Approval of the 2026 -2032 Phantom Share Plan for directors, key management personnel and employees of the Company and its subsidiaries, pursuant to Article 114 -
bis of Legislative Decree No. 58/1998;
3.2 Granting the Board of Directors all powers necessary to implement the 2026 -2032 Phantom Share Plan, including the powers to adopt the implementing regulations, identify the beneficiaries, determine the performance conditions and establish the procedures for the settlement of the incentives.
4. 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 of the Board of Directors;
4.5 Determination of the remuneration of the members of the Board of Directors.
5. 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.
6. Authorization for the purchase and disposal of treasury shares pursuant to Articles 2357 and 2357 -
ter of the Italian Civil Code, Article 132 of Legislative Decree No. 58 of February 24th, 1998 and Article 144 -bis of the Issuers’ Regulation adopted by CONSOB Resolution No. 11971 of May 14th, 1999.
Extraordinary Session
1. Amendments to Articles 6, 8, 10, 11, 12, 14, 16 and 25 of the Articles of Association. Related and consequent resolutions.
The full text of the notice of call, together with the documentation relating to the Shareholders’ Meeting, will be made available, within the terms and in accordance with the procedures provided for by applicable laws and regulations, in the Investor Relations section of the Company’s website at www.digitalbros.com .
Milan, September 17th, 2026 The Chairman of the Board of Directors