"PININFARINA S.p.A."
Registered office in Turin, via Raimondo Montecuccoli n. 9 Share capital EUR 56,481,931.72 Turin Companies Register no. 00489110015 Company whose shares are admitted for trading on Euronext Milan (EXM) organised and managed by Borsa Italiana S.p.A.
* * * * * Minutes of the ordinary shareholders' meeting held on June 10, 2026.
* * * * * On the tenth day of June two thousand and twenty-six, in Cambiano (TO), in a room of the building located at via Nazionale n. 30, at approximately eleven o'clock, the ordinary shareholders' meeting of the Company was held in a single call, convened by notice published on May 11, 2026, on the Company's website, in the authorised storage mechanism "eMarket STORAGE" as well as, in extract, in the newspaper Italia Oggi to discuss and resolve on the following
Agenda
1. Approval of the financial statements as of December 31, 2025; presentation of the consolidated financial statements of the Group as of December 31, 2025; related resolutions.
2. Allocation of the financial year's result; related resolutions.
3. Update of the remuneration of the board of directors; related resolutions.
4. Report on the remuneration policy and on the remuneration paid pursuant to art. 123-ter of Legislative Decree 58/1998:
a. approval of the first section pursuant to paragraph 3-bis;
b. resolution on the second section pursuant to paragraph 6.
5. Appointment of a director to integrate the board of directors; related resolutions.
6. Supplementation of the auditor's fee; related resolutions.
The chairperson of the board of directors, Dr. Lucia MORSELLI, physically present, assumes the chairmanship, pursuant to article 14 of the company's articles of association, and manages the proceedings of the meeting. She announces and states:
- that the notice of call for today's meeting was published as previously stated pursuant to article 10 of the company's articles of association and applicable regulations;
- that the required information disclosures to the public have been duly completed.
She then points out that, pursuant to article 13 of the company's articles of association, the Company has decided to exercise the option to stipulate that participation and the exercise of voting rights at the meeting by those entitled to vote shall be permitted exclusively through the Designated Representative, pursuant to article 135-undecies of Legislative Decree 58/1998 ("TUF"), without physical attendance by shareholders.
To this end, the chairperson continues, the Company has appointed "MONTE TITOLI – S.p.A.", with registered office in Milan, as the Designated Representative, to whom proxies or sub-proxies were to be granted, including pursuant to article 135-novies of the TUF in derogation of article 135-undecies, paragraph 4, of the TUF, with voting instructions on all or some of the proposals on the agenda.
The chairperson further specifies that the Company also provided in the notice of call that the participation of directors, the secretary, the representative of the auditing firm, the Designated Representative, and other authorised individuals may also take place, where applicable, through the use of remote connection systems, in compliance with current and applicable provisions.
The chairperson then announces and states:
- that Dr. Francesca NEODO is connected via telecommunication means, as permitted by article 13 of the articles of association and as provided in the notice of call, representing, as an authorised employee, the Designated Representative "MONTE TITOLI - S.p.A." to whom proxy was granted by 1 shareholder for 62,013,249 shares, equal to 78.823% of the 78,673,836 no-par value shares constituting the entire share capital;
- that the Company currently holds 15,958 own shares which therefore have suspended voting rights;
- that the meeting is duly constituted in a single call and valid to resolve on the agenda.
The chairperson invites, with the consent of the meeting, Notary Francesco PENE VIDARI, also physically present, to act as secretary and states:
- that, in addition to the chairperson, the following directors are physically present:
Jay Noah ITZKOWITZ – vice-chairman Paolo DELLACHA'– chief executive officer and general manager as well as the directors and members of the management control committee:
Salvatore PROVIDENTI - chairman
Massimo MIANI;
- that the following director is participating via telecommunication means, as permitted by article 13 of the company's articles of association and as provided in the notice of call:
Sara DETHRIDGE
as well as the director and member of the management control committee Manuela Monica Danila MASSARI;
- that the following directors have justified their absence:
Amarjyoti BARUA
Peeyush DUBEY
Pamela MORASSI;
- that the Secretary of the Board of Directors and General Counsel Corrado DRUETTA is also physically present;
- that the aforementioned telecommunication means ensure the identification of participants, their participation and the exercise of voting rights by the Designated Representative;
- that the identity and legitimacy of the Designated Representative "MONTE TITOLI - S.p.A.", its representative, and other participants have been verified by personnel assigned for this purpose.
She then announces that, according to the share register supplemented by communications received pursuant to article 120 of the TUF and other available information, the following shareholders hold more than 3% of the share capital:
. Tech Mahindra Ltd. for 62,013,249 shares (78.82%), all held by the subsidiary PF Holdings B.V., . Alfonso PRASCINA for 4,574,000 shares (5.81%).
She informs that only shareholder PF Holdings B.V. for 62,013,249 shares, equal to 78.823% of the total 78,673,836 shares, participates in the meeting, by proxy to the Designated Representative, as reported in attachment "H".
The chairperson points out that, given the proceedings of today's meeting, no questions are expected to be asked at this time, as they have already been submitted in advance of the meeting, in accordance with current regulations.
In this regard, she notes that questions were received by the deadline of June 1, 2026, pursuant to article 127-ter of the TUF and that
questions that were relevant to the agenda items were answered on June 5, 2026, by publication in a dedicated section of the Company's website, in the area dedicated to today's meeting, all in compliance with current regulations and as indicated in the notice of call, and that in any case the questions, with their respective answers, are attached to the present minutes (attachment "A").
The chairman then clarified that no requests for an extension of the agenda were received from shareholders pursuant to Article 126-bis of the TUF, nor were new proposals for resolutions on matters already on the agenda submitted by them pursuant to the same article.
He also clarified that the request for a liability action received from shareholder BAVA, holder of 1 share, against the board of directors, pursuant to Article 2393, paragraph 2, of the civil code, motivated by the fact that the Company decided to exercise, for the meeting to approve the financial statements closed on December 31, 2024, as well as for today's meeting, the option to provide that attendance and the exercise of voting rights by those entitled to vote are allowed exclusively through the Designated Representative, is not put to a vote because the Company has availed itself - and continues to avail itself - of a faculty expressly provided for by law.
The chairman then acknowledged that the documentation relating to the individual agenda items was made available 6
to the public in the manner and terms prescribed by law.
He then proceeded to the conduct of the agenda, reading it out.
On the first item on the agenda 1. Approval of the financial statements as of December 31, 2025; presentation of the consolidated financial statements of the Group as of December 31, 2025; related resolutions, the chairman proposed, if there were no objections, to omit the reading of the relevant meeting documentation, which was made available to the public in the manner and terms prescribed by law and regulations, at the Company's registered office, on its website in the "Investor Relations - Information for Shareholders" section, as well as on the website of the authorized storage mechanism "eMarket STORAGE", and to read only the Resolution Proposal for the approval of the financial statements contained at the end of the explanatory report of the board of directors on the first agenda item (attachment "B").
Having obtained the consent of the meeting in this regard, the chairman pointed out that the documentation made available to the public includes the Report on Corporate Governance and Ownership Structure – 2025 Fiscal Year, the 2025 Sustainability Report, with the related report from the auditing firm Deloitte & Touche S.p.A., and the consolidated financial statements as of December 31, 2025, specifying that these are not subject to a vote by 7
the meeting.
The chairman then invited notary Francesco PENE VIDARI to read the Resolution Proposal for the approval of the financial statements as of December 31, 2025, contained at the end of the explanatory report of the board of directors on the first agenda item, which is transcribed below:
" Resolution Proposal The ordinary shareholders' meeting of
"PININFARINA S.p.A.",
- having examined the annual financial report,
- having taken note of the report of the management control committee and the report of the auditing firm Deloitte & Touche S.p.A.,
- having taken note of the report of the board of directors on the agenda item,
resolves
to approve the financial statements for the year ended December 31, 2025." The chairman then proceeded to vote on the Resolution Proposal for the approval of the financial statements as of December 31, 2025.
He asked the Designated Representative to provide the outcome of the voting instructions received.
The Designated Representative declared that he had received voting instructions for all represented shares.
In light of the voting instructions received by the Designated Representative, the chairman ascertained that the aforementioned Resolution Proposal was unanimously approved with n. 62,013,249 votes in favor.
The sole shareholder participating in the meeting, by proxy to the Designated Representative, expressed a favorable vote, as reported in attachment "H".
On the second item on the agenda 2. Allocation of the financial year's result; related resolutions, the chairman proposed, if there were no objections, to omit the reading of the relevant explanatory report of the board of directors, which was made available to the public in the manner and terms prescribed by law and regulations (attachment "C"), at the Company's registered office, on its website in the "Investor Relations - Information for Shareholders" section, as well as on the website of the authorized storage mechanism "eMarket STORAGE", and to read only the Resolution Proposal on the allocation of the 2025 financial year's result contained at the end of the explanatory report of the board of directors on the second agenda item.
Having obtained the consent of the meeting in this regard, the chairman then invited notary Francesco PENE VIDARI to read the Resolution Proposal on the allocation of the 2025 financial year's result contained at the end of the explanatory report of the board of directors on the second agenda item, which is transcribed below:
" Resolution Proposal The ordinary shareholders' meeting of 9
"PININFARINA S.p.A.",
- having taken note of the 2025 financial year's result,
- having taken note of the report of the board of directors on the second agenda item,
resolves
to carry forward the financial year's loss of euro 14,024,303." The chairman then proceeded to vote on the Resolution Proposal for the allocation of the 2025 financial year's result.
He asked the Designated Representative to provide the outcome of the voting instructions received.
The Designated Representative declared that he had received voting instructions for all represented shares.
In light of the voting instructions received by the Designated Representative, the chairman ascertained that the aforementioned Resolution Proposal was unanimously approved with n. 62,013,249 votes in favor.
The sole shareholder participating in the meeting, by proxy to the Designated Representative, expressed a favorable vote, as reported in attachment "H".
On the third item on the agenda 3. Update of the remuneration of the board of directors; related resolutions, the chairman highlighted that, as specified in the relevant explanatory report of the board of directors, which was made available to the public in the manner and terms prescribed by law and regulations (attachment "D"), and which, with the consent of the meeting, 10
the reading is omitted, the board of directors, during the meeting of April 27, 2026, noting an increase in the workload and responsibilities of the directors over the past few fiscal years, resolved to submit to today's meeting the decision regarding the update of the board of directors' compensation, leaving any determination to the shareholders.
The chairman then points out that the same report specified that if no resolutions were received from the shareholders in the manner and terms indicated in the notice of call, the meeting would refrain from both discussing and voting on this agenda item.
In this regard, the chairman, acknowledging that no proposals have been received from the shareholders on this matter, announces that today's meeting will refrain from both discussing and voting on the third agenda item.
On the fourth agenda item 4. Report on the remuneration policy and on the compensation paid pursuant to art. 123-ter of Legislative Decree 58/1998:
a. approval of the first section pursuant to paragraph 3-bis;
b. resolution on the second section pursuant to paragraph 6, the chairman clarifies that, as indicated in the accompanying explanatory report of the board of directors (attachment "E"), the fourth agenda item concerns the report on the remuneration policy and on the compensation paid (the "Remuneration Report"), as provided for by Article 123-ter of the TUF.
He therefore proposes, if there is no objection, to omit the reading of these reports as they have already been made available to the public in the manner and terms prescribed by law and regulations.
Having obtained the consent of the meeting in this regard, he then points out that the Remuneration Report – approved by the board of directors upon proposal of the Appointments and Remuneration Committee – is divided, according to law, into two sections:
- the "first section" (the "Section I") mainly illustrates the issuer's remuneration policy for the members of the board of directors, the general manager, and the managers with strategic responsibilities with reference to the current fiscal year and the procedures used for the adoption and implementation of such policy;
- the "second section" (the "Section II"), also with regard to the aforementioned individuals, mainly presents the individual components of remuneration, including the benefits provided in case of termination of office or employment relationship.
He further clarifies that, pursuant to Article 123-ter of the TUF, the present meeting is required to express its vote on both Section I and Section II of the Remuneration Report.
The chairman recalls that, pursuant to Article 123-ter, paragraph 3-ter, of the TUF, the resolution on Section I will be binding, while, in compliance with Article 123-ter, paragraph 6, of the TUF, the resolution on Section II will not be binding.
The chairman then invites notary Francesco PENE VIDARI to read the Proposal for resolution on the first section of the Remuneration Report contained at the end of the board of directors' explanatory report on the fourth agenda item, which is transcribed below:
" Proposal for resolution The ordinary shareholders' meeting of
"PININFARINA S.p.A.",
having taken note of
- Section I of the Remuneration Report,
- the report prepared by the board of directors on the matter on the agenda,
resolves
to approve Section I of the Remuneration Report pursuant to Article 123-ter, paragraph 3-bis, of Legislative Decree 58/1998." The chairman then proceeds to vote on the Proposal for resolution on the first section of the Remuneration Report.
He asks the Designated Representative to provide the outcome of the voting instructions received.
The Designated Representative declares that he has received voting instructions for all represented shares.
In light of the voting instructions received by the Designated Representative, the chairman ascertains that the aforementioned Proposal for resolution is unanimously approved with n. 62,013,249 votes in favor.
The sole shareholder participating in the meeting, by proxy to the Designated Representative, as reported in attachment "H", has expressed a favorable vote.
The chairman then invites notary Francesco PENE VIDARI to read the Proposal for resolution on the second section of the Remuneration Report contained at the end of the board of directors' explanatory report on the fourth agenda item, which is transcribed below:
" Proposal for resolution The ordinary shareholders' meeting of
"PININFARINA S.p.A.",
having taken note of
- Section II of the Remuneration Report,
- the positive verifications carried out by the entity responsible for the legal audit of the financial statements on the preparation of Section II of the Remuneration Report,
- the report prepared by the board of directors on the matter on the agenda,
resolves
to express a favorable opinion on Section II of the Remuneration Report pursuant to Article 123-ter, paragraph 6, of Legislative Decree 58/1998, it being understood that, pursuant to the aforementioned Article 123-ter, paragraph 6, of Legislative Decree 58/1998, this resolution is not binding. " The chairman then proceeds to vote on the Proposal for resolution on the second section of the Remuneration Report.
He asks the Designated Representative to provide the outcome of the voting instructions received.
The Designated Representative declares that he has received voting instructions for all represented shares.
In light of the voting instructions received by the Designated Representative, the chairman ascertains that the aforementioned Proposal for resolution is unanimously approved with n. 62,013,249 votes in favor.
The sole shareholder participating in the meeting, by proxy to the Designated Representative, as reported in attachment "H", has expressed a favorable vote.
On the fifth agenda item 5. Appointment of a director to supplement the board of directors; related resolutions, the chairman clarifies that, as indicated in the accompanying explanatory report of the board of directors, which has been made available to the public in the manner and terms prescribed by law and regulations (attachment "F"), and the reading of which, with the consent of the meeting, is omitted, the Company and Dr. Silvio Pietro ANGORI have reached an agreement, effective from October 29, 2025, for the consensual termination of their employment and directorship.
The board of directors, the chairman continues, during its meeting on December 11, 2025, having received the recommendation of the Company's Appointments and Remuneration Committee and the opinion
favorable opinion, within their respective areas of competence, of the Related Party Transactions Committee and the Management Control Committee, resolved to appoint, by co-optation, to replace Dr. Silvio Pietro ANGORI, Dr. Paolo DELLACHA' as a director of the Company, also assigning him the role of Chief Executive Officer and General Manager, as well as the related remuneration.
It is further specified that Dr. DELLACHA's term will expire, pursuant to the law, at the present shareholders' meeting.
It is noted that it is therefore proposed to supplement – in compliance with the legal and statutory requirements regarding the composition of the management body – the Board of Directors by appointing the previously co-opted director, Dr. Paolo DELLACHA', who has communicated his acceptance of the candidacy.
The Chairman finally recalls that the mandate of the new director – once appointed by the shareholders' meeting – will expire, together with that of the entire Board of Directors, upon approval of the financial statements as of December 31, 2026.
He therefore invites the notary Francesco PENE VIDARI to read the Resolution Proposal for the appointment of Dr. Paolo DELLACHA' as director until the shareholders' meeting convened for the approval of the financial statements as of December 31, 2026, contained at the end of the explanatory report of the Board of Directors on the fifth item on the agenda, which is transcribed below:
16
" Resolution Proposal The ordinary shareholders' meeting of
"PININFARINA S.p.A.",
having taken note of the report of the Board of Directors on the present item on the agenda,
resolves
to appoint Mr. Paolo DELLACHA', born in Como on January 1, 1975, domiciled in Turin, via Raimondo Montecuccoli n. 9, tax code DLLPLA75A01C933T, of Italian citizenship, already appointed pursuant to Article 2386 of the Civil Code by the Board of Directors at its meeting on December 11, 2025, as a director to supplement the Board of Directors, who will remain in office until the expiry of the current Board of Directors and, therefore, until the shareholders' meeting convened for the approval of the financial statements as of December 31, 2026." The Chairman then proceeds to the vote on the Resolution Proposal for the appointment of Dr. Paolo DELLACHA' as director until the shareholders' meeting convened for the approval of the financial statements as of December 31, 2026.
He asks the Designated Representative to provide the outcome of the voting instructions received.
The Designated Representative declares that he has received voting instructions for all represented shares.
In light of the voting instructions received by the Designated Representative, the Chairman ascertains that the aforementioned Resolution Proposal is unanimously approved with 62,013,249 favorable votes.
The sole shareholder participating in the meeting, by proxy to the Designated Representative, has expressed a favorable vote, as reported in attachment "H".
On the sixth item on the agenda 6. Supplement to the auditor's fees; related and consequent resolutions, the Chairman specifies that, as indicated in the relevant report of the Board of Directors, which has been made available to the public in the legally and regulatorily prescribed manner (attachment "G"), and the reading of which is omitted with the consent of the shareholders' meeting, the Company, by resolution approved by the shareholders' meeting on May 13, 2022, has entrusted Deloitte & Touche S.p.A. (the "Auditing Firm") for the nine-year period 2022-2030, with the statutory audit of the financial statements and the consolidated financial statements of the Group, including the complete audit of the consolidated Reporting Package of the Pininfarina Group, in accordance with the recommendations of the Board of Statutory Auditors pursuant to Article 13, paragraph 1, of Legislative Decree no. 39/2010.
In application and based on the original proposal, the Chairman continues, as provided for in the "Update of Fees" section thereof, the Auditing Firm has sent the Company a request for an increase in fees, dated December 23, 2025, in which it highlighted the need to operate an upward revision of Euro 15,000 to the agreed fees for the audit of the consolidated financial statements of Tech Mahindra Limited conducted by B S R & Co. LLP.
The Chairman clarifies that, in particular, the aforementioned revision is due, as explained by the Auditing Firm in the letter requesting the fee increase, to the need to perform additional activities on the interim Reporting Package as of December 31, 2025, as requested by the auditor of Tech Mahindra Limited.
The Chairman then points out that, by analogy with the provisions of Article 13 of Legislative Decree no. 39/2010 regarding the procedure for appointing the statutory auditor and determining the overall remuneration for audit services, the aforementioned modification of the remuneration, which occurred during the period of execution of the audit engagement, must be approved by the present shareholders' meeting, upon reasoned proposal of the Management Control Committee pursuant to Article 19 of Legislative Decree no. 39/2010.
He finally specifies that said reasoned proposal has been made available to the public in the legally and regulatorily prescribed manner and that he proposes, if no one objects, to omit its reading.
Having obtained the consent of the shareholders' meeting in this regard, the Chairman then invites the notary Francesco PENE VIDARI to read the Resolution Proposal on the supplement to the Auditing Firm's fees contained at the end of the explanatory report of the Board of Directors on the sixth item on the agenda, which is transcribed below:
" Resolution Proposal 19
The ordinary shareholders' meeting of
"PININFARINA S.p.A.",
- having examined the reasoned proposal of the Management Control Committee in its capacity as Committee for Internal Control and Auditing pursuant to Article 19, paragraph 2, letter c) of Legislative Decree 39/2010,
- having taken note of the report of the Board of Directors on the matter on the agenda,
resolves
1. to approve, and to ratify insofar as necessary, for the financial year ended December 31, 2025, a supplement to the fees already due to Deloitte & Touche S.p.A. amounting to Euro 15,000 (fifteen thousand), as proposed by Deloitte & Touche S.p.A. itself, for the additional activities carried out by it on the Reporting Package;
2. to grant a mandate to the Chairman of the Board of Directors and to the Chief Executive Officer, severally, to carry out, also through proxies, what is required, necessary or useful for the execution of what has been resolved, as well as to fulfill the related and necessary formalities with the competent bodies and/or offices, with the power to introduce any non-substantial modifications that may be required for this purpose, and in general all that is necessary for their complete execution, with all and any powers necessary and appropriate, in compliance with the current regulatory provisions." 20
The Chairman then proceeds to vote on the Resolution Proposal regarding the integration of the Auditor's fee.
He asks the Designated Representative to provide the outcome of the voting instructions received.
The Designated Representative declares that voting instructions have been received for all represented shares.
In light of the voting instructions received by the Designated Representative, the Chairman ascertains that the aforementioned Resolution Proposal is unanimously approved with 62,013,249 favorable votes.
The sole shareholder participating in the meeting, by proxy to the Designated Representative, has cast a favorable vote, as reported in attachment "H".
As there is nothing further on the agenda to be resolved, the Chairman declares the meeting adjourned at approximately eleven-thirty.
The following are attached to these minutes, forming an integral and substantial part thereof:
. under letter "A" the file containing the questions received by the Company before the meeting pursuant to Article 127-ter of the TUF, with their respective answers, . under letter "B" the explanatory report of the Board of Directors on the first item on the agenda, . under letter "C" the explanatory report of the Board of Directors on the second item on the agenda, . under letter "D" the explanatory report of the Board of Directors on the third item on the agenda, 21
. under letter "E" the explanatory report of the Board of Directors on the fourth item on the agenda, . under letter "F" the explanatory report of the Board of Directors on the fifth item on the agenda, . under letter "G" the explanatory report of the Board of Directors on the sixth item on the agenda, . under letter "H" the document indicating the name of the sole participant in the meeting, by proxy to the Designated Representative, and the number of shares held by them.
The Chairman The Secretary
Signed Signed
(Dr. Lucia MORSELLI) (Notary Francesco PENE VIDARI)
22