1 Digital Bros S.p.A.
Questions and Answers pursuant to Article 127 -ter of Legislative Decree No. 58/1998 Ordinary and Extraordinary Shareholders’ Meeting of October 27, 2026
Please consider that this is an Italian to English translation and that the Italian version shall always prevail in case of any discrepancy or inconsistency
On October 15, 2026, Digital Bros (“the Company”) received some questions concerning the items on the agenda of the Ordinary and Extraordinary Shareholders’ Meeting convened for October 27, 2026 from a shareholder entitled to vote, identified for the purposes of this document as “Shareholder R.R.”. The notice issued by the authorised intermediary confirms his ownership of no.16,000 of the Company’s shares, representing approximately 0.11% of the share capital (no. 14,350,037 shares).
The questions addressed in this document were attached to the notice that certifi es the shareholder ’s entitlement to exercise his voting rights .
For privacy reasons, the shareholder asked the Company not to disclose his full name on the corporate website and to attribute the questions to “Shareholder R.R.”. The Company agreed to such request a fter having confirmed his right to vote and to submit questions. His name, identification details and the intermediary’s notice are therefore not attached to this document but remain available for legal compliance and any requests from the competent authorities.
The answers are provided pursuant to Article 127 -ter of the T.U.F. , based on the information available as at the publication date.
1. 2027 –2031 Strategic Plan Question from Shareholder R.R.
“The Board of Statutory Auditors’ Report refers that the Board of Directors approved the 2027 – 2031 Strategic Plan and the budget for financial year 2026/2027 on July 20, 2026. The Plan is also used in the financial statements for certain valuations of the Group’ s assets.
How does the 2027 –2031 Plan differ from the previous 2026 –2030 Plan approved in July 2025?
What are the Company’ s main objectives in terms of profitability, investment and cash generation?
If the Company assesses that it cannot disclose quantitative figures or targets, please specify which categories of information are consider ed as non-disclosable and why, distinguishing, between commercially sensitive data and aggregate financial targets.
What information or indicators does the Company intend to make available to the market so that shareholders may assess the Group’ s prospects and monitor its progress over time?”
2 Company’s Answer The 2027 –2031 Strategic Plan (“the Strategic Plan”) was approved by the Board of Directors on July 20, 2026 and reflects the changes in the Group’s competitive environment, also taking into account the financial statements as of June 30, 2026.
The Strategic Plan focuses on maximizing the value of the Group’s intellectual property portfolio.
The Strategic Plan sets out financial and operational targets for internal management purposes and periodic review by the Company's corporate bodies. The Company will not disclose the Strategic Plan or its underlying targets, as doing so could reveal commercially sensitive information relating sales forecasts, investments, contractual arrangements and its competitive strategy. This approach is consistent with the practices adopted by comparable companies in the videogame industry, including competitors of a similar size that are listed on regulated markets .
The Company will continue to provide the market with all disclosures required under applicable laws and regulations, including through its annual and half -year financial reports, press releases and other regulatory announcements.
The Company has also engaged two financial analysts to provide research coverage of Digital Bros , giving shareholders access to professional analysis to support their understanding of the corporate disclosures and assessment of the Group’s financial performance and outlook. The Company will also consider broadening its analyst coverage to further increase the availability of financial research on the Group.
2. Oversight of Video Game Investments Question from Shareholder R.R.
“During the fiscal year, several development projects were discontinued, resulting in significant impairment losses. These included Directorate: Novitiate, developed by Nesting Games, which was cancelled after numerous attempts to revise the project.
Considering this experience, what reviews are now carried out during a video game’ s development process to determine whether to continue, scale back or discontinue the investment? Are the remaining costs and sales forecasts updated periodically?
In its relationships with external developers, does the Company use, or intend to use, agreements where subsequent payments or funding are conditional upon the achievement and approval of specific development milestones? Are there contractual arrangements that avoid funding the full development before the project has passed its principal review stages?”
Company’s Answer
The Company reviews all projects under development at least every six months, assessing their technical and creative progress, financial sustainability, the costs incurred and the remaining investment requirements, their sales forecasts, strategic positioning, the development timelines and the related risks.
These assessments are updated throughout the development process as new information becomes available. If a project no longer meets the approved assumptions or market
3 expectations, or if its risk profile changes significantly, the Company considers all appropriate corrective measures, ranging from adjustments to the project’s scope to its cancellation.
The p ayments to external developers are determined based on the project’s characteristic s, the developer’s role and the associated risks. All d evelopment agreements include payments and funding tied to specific development milestones, the approval of deliverables and interim project reviews. The game’s f unding is therefore paid progressively as its development advances, with the final payment conditional upon the completion of the videogame.
3. Wuchang: Fallen Feathers Question from Shareholder R.R.
“Wuchang: Fallen Feathers made a significant contribution to the fiscal year’ s results. During the year, Digital Bros also acquired full ownership of the IP and subsequently entered into an agreement to develop its sequel with an initial planned investment of Euro 21.5 million.
Does the Company intend to increase the value of Wuchan g: Fallen Feathers before the release of the sequels , including through expansions, paid DLCs or other initiatives involving the intellectual property?
If no such initiatives are currently planned, what business or commercial considerations convinced the Company to proceed with development of the sequel?”
Company’s Answer
The Company considers Wuchang: Fallen Feathers a key asset in its publishing strategy. All opportunities to further develop the intellectual property are assessed considering the interest of gamers , the game’s commercial performance, the creative and production requirements, the market conditions and the project’s financial viability.
The Company will not comment on initiatives that have not yet been approved or disclose non -
public information regarding their content, release schedules or commercial strategies, with a view to ensuring adequate community management . Any expansions, downloadable content (DLC), promotional activities or other initiatives involving the intellectual property will be announced once approved, in accordance with the applicable disclosure requirements and as appropriate for communication with the gaming community.
The decision to develop a sequel to Wuchang: Fallen Feathers reflects the potential of the intellectual property over the medium - to long -term.
4. Starbreeze
Question from Shareholder R.R.
“In its answers to the questions submitted by shareholders before the 2021 Shareholders’ Meeting, Digital Bros described its equity investment in Starbreeze as a financial investment and stated that it did not have access to the information required to discuss Starbreeze’ s plans.
This is now different : Digital Bros exercises significant influence , Stefano Salbe is a Director of the Swedish company and Starbreeze is recognized as an associate . In the fiscal year
4 2025/2026, Digital Bros recognized charges of approximately Euro 5.7 million on the investment in Starbreeze AB and the carrying amount was written off to zero.
What role does the investment in Starbreeze now play for Digital Bros? Should it still be regarded primarily as a financial investment, or has it also acquired a strategic significance?
What financial or strategic benefits does the Company expect from retaining the investment and its seat on Starbreeze’ s Board of Directors?”
Company’s Answer
The Company periodically reviews its investment in Starbreeze as part of its broader approach to managing investments and equity interests in the digital entertainment sector.
Starbreeze AB is accounted for as an associate, as Digital Bros exercises significant influence over the company through its representation on Starbreeze’s Board of Directors.
Digital Bros continues to view its stake in Starbreeze as a financial investment, with the potential return primarily linked to an appreciation in its value. The Company believes that such appreciation could be driven by the increase in the value of the PAYDAY intellectual property, which it considers to be significantly undervalued by the market.
During the fiscal year, non-cash charges, including the write -off of the investment to zero, were recognized in the Group’s financial statements in accordance with IAS 2 8. The fair value of the investment as of the reporting date was also disclosed in the financial statements.
5. 2026 –2032 Phantom Share Plan – Initial Price for Original Beneficiaries Question from Shareholder R.R.
“The Phantom Share Plan Rules provide that, for original beneficiaries, the initial price is calculated as the average prices over the 30 open market days preceding the Reference Date of June 30, 2026. By contrast, the Remuneration Report describes the grant price more generally as the average over the 30 days preceding the date on which the Board grants the options.
Please confirm that the value determined by reference to June 30, 2026 will apply to the original beneficiaries and explain the reason for the different wording in the Remuneration Report.
Why was June 30, 2026 selected as the reference date rather than the later date on which the options will actually be granted following the approval by the Shareholders’ Meeting?”
Company’s Answer
The 2026 –2032 Phantom Share Plan, its Plan Rules and the related documents set out the methodology for determining the initial grant price, including the provisions applicable to the initial beneficiaries and subsequent grants. These documents are available on the Company’s website.
For the initial beneficiaries, the initial grant price is calculated as the average reference price of Digital Bros shares over the 30 trading days preceding June 30, 2026, the Reference Date established under the Plan Rules. The Remuneration Report summarizes the general calculation methodology, which also applies to subsequent grants, whereas the Reference Date of June 30, 2026 applies exclusively to initial beneficiaries.
5 This Reference Date was selected because it coincided with the expiry of the previous medium -
to long -term incentive scheme, the 2016 –2026 Stock Option Plan. In line with the recommendations of the Corporate Governance Code, the Company considered it appro priate to introduce a new incentive scheme following the expiry of the previous plan, thereby ensuring continuity in its medium - to long -term incentive programme .
6. 2026 –2032 Phantom Share Plan – Amendment of the EBIT Condition Question from Shareholder R.R.
“The Remuneration Report provides that the Board of Directors may amend the P hantom Shares P lan’ s performance condition to reflect any changed operating or strategic circumstances. By contrast, the Plan Rules refer to the grant or increase of the options and to the adjustments for changes in the laws and regulat ions. The proposed resolution also grants the Board powers to determine the performance conditions.
Please clarify how these provisions are to be reconciled and , in particular, the limits within which the Board may amend the performance condition after the Plan has been approved by the Shareholders’ Meeting.
Specifically, can the condition be amended after the options have been granted or after a vesting period has begun, including in a manner that is more or less favourable to the beneficiaries?”
Company’s Answer
The Plan is subject to the approval by the Shareholders’ Meeting pursuant to Article 114 -bis of the T.U.F. and must be implemented in accordance with the terms, conditions and limits set out in the explanatory report, the information document and the Plan Rules.
The powers granted to the Board of Directors do not allow it to make unrestricted changes to the financial structure of the Plan approved by the Shareholders’ Meeting. Any amendments must remain within the scope of the authority granted by the Shareholders ’ Meeting and comply with the Plan Rules, the Remuneration Policy and the applicable law.
Any adjustment to the EBIT condition (gate) must be justified by changes in the applicable regulatory framework, in accordance with Article 9.1 of the Phantom Share Plan Rules. In this context, the Company considers it unlikely that any such adjustment would result in more or less favourable conditions for the beneficiaries.
7. Remuneration of the New Board of Directors Question from Shareholder R.R.
“The proposal submitted by the shareholder Raffaele Galante provides for an increase in the Board of Directors’ total annual remuneration from Euro 1.2 million to Euro 1.7 million. The reasons for this increase include the Company’ s list ing in the Stock Exchange , the Group’ s international structure, the complexity of the videogame industry , the responsibilities of Directors and the activities of the Board committees.
Since many of these factors already characterised Digital Bros during the previous term, what changes have occurred since 2023, or what additional responsibilities and activities are
6 expected over the next three years, that justify an increase of approximately 42% in the total remuneration?
If the increase is linked to the outlook in the 2027 –2031 Strategic Plan, please describe what increase in the Group’ s scale, activities or responsibilities is expected over the next three
years.”
Company’s Answer
The remuneration of the Company’s Directors is determined in accordance with the recommendations of the Corporate Governance Code, with the aim of maintaining an appropriate balance between fixed and variable remuneration and attracting and retaining professionals with appropriate expertise for their roles and responsibilities. In this context, the Remuneration Committee assists the Board of Directors in reviewing the remuneration framework, in line with the recommendations of the Code.
The Remuneration Committee engaged an independent consulting firm during the preparation of the Phantom Share Plan in order to conduct a benchmarking analysis against a peer group of comparable listed companies, considering the best practices on the market. The analysis showed that the fixed remuneration of Digital Bros’ Chief Executive Officers is below the peer -group average.
In the absence of variable remuneration, as it was the case in the previous fiscal year, the fixed remuneration represents the only guaranteed component of the Chief Executive Officers’ compensation. The Remuneration Committee therefore considered it appropriate to propose an adjustment to their fixed remuneration. Accordingly, the proposed increa se in the Board of Directors’ aggregate annual remuneration is primarily attributable to the proposed adjustment to the Chief Executive Officers’ remuneration.
8. Outcome of the Board of Statutory Auditors’ Reviews and Shareholder Engagement Question from Shareholder R.R.
“The Report of the Board of Statutory Auditors states that specific reviews were conducted following the complaint received from certain shareholders and that no actionable misconduct was identified.
Did the Board of Statutory Auditors issue any recommendations or guidance to the Company following its reviews? Has the Company introduced, or does it intend to introduce, any changes to its internal procedures, investment controls or market disclosures?
The Corporate Governance Report describes that the Investor Relations manager has the responsibility for collecting the requests from retail shareholders and identifies the main t opics for shareholder engagement , including the financial and operating performance and the related targets. Wh ich initiatives does the Company intend to adopt to make its dialogue with individual shareholders more regular and effective, enabling them to better understand its strateg y and monitor the related progress over time?”
7 Company’s Answer The Report of the Board of Statutory Auditors provides an overview of its supervisory activities and confirms that no irregularities requiring further action were identified. The Company has always placed particular emphasis on compliance with the Market Abuse Regulation (MAR).
With regards to the communication with individual shareholders, the Company will continue to make use of the channels outlined in the Corporate Governance Report, including the Investor Relations function and the Company’s website, where corporate documentation is made available. Sharehol der requests will be considered on a case -by-case basis, taking into account the applicable regulatory requirements, although the Company may not always be able to accommodate them in full.