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Please consider that this is an Italian to English translation:
the Italian version shall always prevail in case of any discrepancy or inconsistency
REPORT OF THE BOARD OF STATUTORY AUDITORS
TO THE SHAREHOLDERS’ MEETING OF DIGITAL BROS S.P.A.
PURSUANT TO ARTICLE 153 OF LEGISLATIVE DECREE NO. 58/1998 AND ARTICLE 2429,
PARAGRAPH 2, OF THE ITALIAN CIVIL CODE
Dear Shareholders,
This report (hereinafter also the “Report”) has been prepared by the Board of Statutory Auditors (hereinafter also the “Board”), appointed by the Shareholders’ Meeting of Digital Bros S.p.A. (hereinafter also the “Company”) by resolution of October 27th, 2023 for the three -year period 2024 -2026, whose term of office expires with the Shareholders’ Meeting called to approve the financial statements as of June 30th, 2026.
The Board of Statutory Auditors preparing this Report declares that all its members comply with the regulations issued by Consob concerning the limits on the number of offices that may be held.
The Company reports the principal offices held by the members of the Board of Statutory Auditors in the Report on Corporate Governance and Ownership Structure.
During the fiscal year ended June 30th, 2026, the Board carried out the supervisory activities required by law, taking into account the principles set out in the Rules of Conduct for Boards of Statutory Auditors recommended by the Italian National Council of Chartered Accountants and Accountin g Experts, the Consob provisions governing corporate controls and the guidance contained in the Corporate Governance Code (hereinafter the “CGC”), approved in January 2020 by the Corporate Governance Committee.
This Report describes the activities carried out by the Company’s Board of Statutory Auditors during the fiscal year ended June 30th, 2026.
The fiscal year ended June 30th, 2026 reported a net profit of Euro 10,273 thousand, compared with a net profit of Euro 144 thousand in the previous fiscal year.
The supervisory activities were carried out by limiting access to the Company’s registered office and alternating in -person meetings with remote connections for periodic meetings with management.
As Digital Bros S.p.A. has adopted the traditional governance model, the Board of Statutory Auditors also acts as the Internal Control and Audit Committee (hereinafter also the “ICAC”), which is entrusted with additional specific control and monitoring dut ies concerning financial reporting and statutory audit pursuant to Article 19 of Legislative Decree No.
39/2010, as amended by Legislative Decree No. 135/2016.
With regard to statutory audit activities, on October 27th, 2021 the Company’s Shareholders’ Meeting appointed EY as independent auditor of the separate financial statements and the Group consolidated financial statements for the nine -year period from 2021 -2022 to 2029 -2030, upon the recommendation of the Board o f Statutory Auditors.
Main significant events The transactions of greatest economic, financial and equity significance carried out by the Company are described in the Directors’ Report, to which reference should be made.
In this regard, the Board of Statutory Auditors notes that, during the fiscal year ended June 30th, 2026, in particular:
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the Italian version shall always prevail in case of any discrepancy or inconsistency • in addition to the impairment already recognised in the previous fiscal year, the Company recognised a further Euro 5.7 million impairment of its investment in Starbreeze AB pursuant to IAS 28, to reflect its share of the associate’s negative result, there by reducing the carrying amount of the investment to zero;
• on April 27th, 2026, the Group entered into an agreement with the Chinese development studio Chengdu Lingze Technology Co. Ltd. for the acquisition of the intellectual property rights to the videogame Wuchang: Fallen Feathers, for total consideration of RMB 32 million (approximately Euro 4 million);
• the Group decided to discontinue the development of certain videogames, including Directorate: Novitiate, under development by the Canadian subsidiary, Armed Fantasia and the sequel to the free -to-play videogame Battle Island, after numerous attempts to re vise the gameplay and structure of the games. Accordingly, as of June 30th, 2026, impairment losses relating to cancelled projects of Euro 17,629 thousand were recognised in the consolidated financial statements.
The Board also notes that, with reference to transactions and events of particular significance occurring from July 1st, 2026 to the date of this Report, the Board of Directors approved:
• on July 20th, 2026, the 2027 -2031 strategic plan and the budget for the fiscal year ending June 30th, 2027;
• on September 17th, 2026, the Report on Corporate Governance and Ownership Structure as of June 30th, 2026, prepared pursuant to Article 123 -bis of Legislative Decree No. 58/1998 (T.U.F.).
Supervisory activities concerning compliance with laws and the By -laws In carrying out its reviews during the fiscal year covered by this Report, the Board held 10 meetings, for which minutes were prepared setting out the control and supervisory activities performed. In addition, also with a view to ensuring an adequate and e ffective flow of information, the Board:
• attended, as a full Board, the Ordinary Shareholders’ Meeting held on October 27th, 2025 and the 9 meetings of the Company’s Board of Directors;
• attended, as a full Board or through its Chair and/or another Standing Statutory Auditor, 4 meetings of the Remuneration Committee, 2 meetings of the Nomination Committee and 2 meetings of the Control and Risk Committee, one of which acting as the Related Party Transactions Committee;
• held regular meetings with the Executive Director in charge of the Internal Control and Risk Management System, the Head of Internal Audit, the Manager responsible for preparing the Company’s financial reports and the Supervisory Body pursuant to Legislati ve Decree No. 231/2001;
• met with the boards of statutory auditors of the Italian subsidiaries;
• met with the independent auditor EY on 3 occasions for the mutual exchange of relevant data and information.
The Board relied on the overall internal and external information flows considered suitable to enable it to verify that the organisational structure, internal procedures, corporate acts and resolutions of the corporate bodies complied with applicable laws, the By -laws and regulations, as well as with the codes of conduct with which the Company has declared its compliance. Each corporate body and function fulfilled the information obligations required under applicable legislation.
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the Italian version shall always prevail in case of any discrepancy or inconsistency On the basis of the above, as part of its reviews concerning compliance with laws and the By -laws, the Board, among
other things:
• supervised compliance with laws and the By -laws;
• pursuant to Article 149, paragraph 1, letter c -bis) of the T.U.F., supervised the manner in which the Corporate Governance Code (CGC), to which the Company adheres on the terms described in the Report on Corporate Governance and Ownership Structure, also p repared pursuant to Article 123 -bis of Legislative Decree No. 58/1998, was effectively implemented. In this respect, to the extent of our responsibilities, we supervised the effective implementation of the corporate governance rules set out in the aforemen tioned CGC, as adopted by the Company, and have no observations to report. It should be noted that the Company has granted broad management powers to the Chair of the Board of Directors, including the role of Chief Executive Officer, and has maintained the CFO in the role of Executive Director in charge of the Internal Control and Risk Management System provided for under the previous Corporate Governance Code. Although this governance structure represents a n exemption to the recommendations of the Code, it was considered appropriate in light of the specific characteristics of the structure of the Board of Directors, the Group and its industry. The reasons underlying this choice are set out in the Report on Corporate Gover nance and Ownership Structure, consistently with the Code’s “comply or explain” principle;
• verified the correct application of the assessment criteria and procedures adopted by the Board of Directors to assess the independence of Directors;
• with reference to the gender diversity policies applicable to the composition of the corporate bodies pursuant to Article 123 -bis of the T.U.F., and taking into account the amendments introduced by Law No. 160/2019, verified that, in accordance with the By -laws, Directors and Statutory Auditors were appointed in compliance with the gender balance legislation in force from time to time;
• supervised compliance with disclosure obligations concerning regulated information, inside information and information requested by the Supervisory Authorities;
• supervised transactions of greatest economic, financial and equity significance on the basis of the information
obtained;
• verified that adequate supporting documentation for the matters discussed at meetings of the Board of Directors was made available to Directors and Statutory Auditors reasonably in advance.
In light of the above, the Board has no specific observations to report regarding its supervisory activities concerning compliance with laws and the By -laws.
Supervisory activities concerning compliance with the principles of sound management The management decisions taken by the Directors are considered to have been based on adequate information and reasonableness, with due awareness of the risks and effects of the transactions resolved upon and carried out. In this regard, the Board verified that the resolutions concerning such management decisions were not contrary to the Company’s interests.
The Board obtained from the Directors, also pursuant to Article 150 of the T.U.F., information on the activities carried
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the Italian version shall always prevail in case of any discrepancy or inconsistency out, the general performance of operations, the foreseeable outlook and the transactions of greatest economic, financial and equity significance carried out by the Company and its subsidiaries, satisfying itself that the decisions taken and implemented wer e not manifestly imprudent or reckless, potentially affected by conflicts of interest, contrary to resolutions of the Shareholders’ Meeting or such as to jeopardise the integrity of the Company’s assets. In this respect, the Board of Statutory Auditors con siders the information provided by the Directors in the Directors’ Report to be adequate.
In this regard, the Board of Statutory Auditors reviewed both the strategic plan for fiscal years 2027 -2031 and the budget for the fiscal year ending June 30th, 2027, as well as the draft separate and consolidated financial statements for the fisca l year e nded June 30th, 2026, the latter approved by the Board of Directors on September 24th, 2026.
Supervisory activities concerning the adequacy of the organisational structure The Board, among other things, by obtaining information from the heads of the corporate functions, the boards of statutory auditors of the Italian subsidiaries, the Control and Risk Committee, the independent auditor and the Supervisory Body, and by review ing corporate documentation, to the extent of its responsibilities:
• obtained information on and supervised both the adequacy and functioning of the organisational structure, in terms of structure, procedures, skills and responsibilities, having regard to the size of the Company and the nature and manner in which its corpor ate purpose is pursued, and the adequacy of the instructions issued by Digital Bros S.p.A. to its subsidiaries pursuant to Article 114, paragraph 2, of Legislative Decree No. 58/1998. In this regard, the Board reviewed the organisational charts, levels of responsibility, delegated powers and flow of directives, assessing the ability of the organisation as a whole to provide adequate management direction and exercise the necessary controls over the operations of the entire Group. In this respect, it should b e noted that on November 9th, 2023 the Board of Directors resolved that, without prejudice to the matters reserved to the exclusive competence of the Board of Directors by the By -laws and Article 2381 of the Italian Civil Code, the following matters shall remain within the remit of t he Board of Directors:
o review and approve the Company’s strategic, industrial and financial plans and the corporate structure of the Group headed by the Company, as well as the Company’s corporate governance and the structure of the
Group;
o define the nature and level of risk compatible with the Company’s strategic objectives;
o assess the adequacy of the overall organisational, administrative and accounting structure of the Company and the Group companies, with particular reference to the internal control system and the management of conflicts of interest;
o grant and revoke powers delegated to the Chief Executive Officers, defining their limits and manner of exercise, and establish the frequency, in any event no less than quarterly, with which the Chief Executive Officers must report to the Board of Directors on the activities carried out in the exercise of the powers delegated to them;
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the Italian version shall always prevail in case of any discrepancy or inconsistency o assess the general performance of operations, with particular attention to situations involving conflicts of interest, taking into account the information received from the Chief Executive Officers and the committees and periodically comparing actual resul ts with planned results;
o review and approve in advance transactions of the Company and its subsidiaries having significant strategic, economic, equity or financial importance, with particular attention to situations involving potential conflicts of interest and related party trans actions; for this purpose, establish general criteria for identifying transactions of significant importance;
o draw up and adopt the Company’s corporate governance rules and define the Group’s corporate governance
guidelines;
o at least annually, assess the size, composition and functioning of the Board of Directors and its committees and, taking into account the outcome of such assessment, provide shareholders, prior to the appointment of a new Board, with guidance on the profes sional profiles whose presence on the Board is considered
appropriate;
o provide disclosure in the Report on Corporate Governance and Ownership Structure (1) on its composition, indicating for each member his or her status, role within the Board, principal characteristics and length of service; (2) on the manner in which Articl e 1 of the CGC is applied, the number and average duration of Board meetings and the attendance rate of each Director; and (3) on the process used to assess the functioning of the Board and its committees;
o adopt, upon the proposal of a Chief Executive Officer or the Chair of the Board of Directors, a procedure for the internal management and external disclosure of documents and information concerning the issuer, with particular reference to inside informatio n;
o express its guidance regarding the maximum number of offices as director or statutory auditor that may be held in companies listed on regulated markets, including foreign markets, and in financial, banking, insurance or large companies, taking into account Directors’ membership of Board committees;
o approve commitments of any nature with a term exceeding five years;
o approve commitments concerning lease agreements with a term exceeding four years and purchases of real
estate;
• obtained information on and supervised the adequacy and functioning of the administrative and accounting system and its reliability in correctly representing operating events;
• assessed the composition, size and functioning of the Board of Directors and its committees, with particular regard to the requirements applicable to Independent Directors and to the skills and responsibilities associated with each corporate function; it a lso verified the correct application of the assessment criteria and procedures adopted by the Board of Directors for assessing independence;
• reviewed and obtained information on the organisational and procedural activities carried out pursuant to Legislative Decree No. 231/2001, as subsequently amended and supplemented, concerning the administrative liability of entities for the offences provid ed for therein. In this regard, the Board supervised the activities carried out by the Supervisory
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the Italian version shall always prevail in case of any discrepancy or inconsistency Body pursuant to Legislative Decree No. 231/2001 through meetings with its Head, who reported on the activities performed during fiscal year 2025 -2026, including the process for updating the Organisation, Management and Control Model pursuant to Legislativ e Decree No. 231/2001 in light of applicable regulatory developments, without reporting any facts or circumstances requiring disclosure in this Report.
Supervisory activities concerning the adequacy of the Internal Control and Risk Management System The Board verified that the Company has established an Internal Control and Risk Management System, also with reference to the activities carried out by its subsidiaries, consisting of a set of rules, procedures and organisational structures designed to en able the identification, measurement, management and monitoring of the principal business risks.
The Board took note of the information contained in the Report on Corporate Governance and Ownership Structure concerning the Internal Control and Risk Management System.
For the purpose of supervising the adequacy of the internal control system, the Board interacted and coordinated with the Control and Risk Committee, the Executive Director in charge of overseeing the functioning of the Internal Control and Risk Management System, the Head of Internal Audit, the engagement partner of the independent auditor, the boards of statutory auditors of the Italian subsidiaries and the Supervisory Body, obtaining the relevant reports and discussing their contents.
The Board reviewed the reports on the activities carried out by the Control and Risk Committee prepared in support of the Board of Directors.
The Board of Statutory Auditors met periodically with the Head of Internal Audit and was informed of the results of audit activities aimed at verifying the adequacy and effective operation of the internal control system and compliance with laws, procedures and corporate processes. It also received the audit plan for fiscal year 2026 -2027, approved by the Board of Directors on September 24th, 2026, and was periodically updated on the progress of that plan. The Board also received the report of the Head of Internal Audit for fiscal year 2025 -2026.
The Board supervised the monitoring activities relating to the system implemented by the Company and the Group’s European companies for compliance with EU Regulation No. 2016/279 on the protection of personal data (GDPR).
The Board also notes that, on the basis of the analyses carried out and the information obtained, the overall assessment of the internal control framework is favourable and no significant issues have emerged.
Supervisory activities concerning the adequacy of the administrative and accounting system and the statutory
audit
The Board of Statutory Auditors assessed and supervised, to the extent of its responsibilities pursuant to Article 19 of Legislative Decree No. 39/2010, the adequacy of the administrative and accounting system and its reliability in correctly representing operating events, by obtaining information from the Manager responsible for preparing the Company’s financial reports and the heads of the relevant functions, reviewing corporate documentation and analysing the results of the work carried out by the indepe ndent auditor.
The Board verified that the Manager responsible for preparing the Company’s financial reports had carried out and completed the assessment of the adequacy and effective application of the administrative and accounting procedures
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the Italian version shall always prevail in case of any discrepancy or inconsistency pursuant to Article 154 -bis of the T.U.F., enabling the relevant certifications to be issued.
The Board maintained and developed an ongoing relationship with the independent auditor EY for the mutual exchange, as required by law, of data and information concerning matters and transactions considered relevant. During these meetings, the independent auditor did not report any facts or irregularities of such significance as to require disclosure in this Report.
The Board informed the independent auditor of its activities and reported the relevant facts of which it was aware.
The Board noted that, as required by IAS 36 and the internal procedures, at each half -year consolidated financial reporting date the Company assesses whether there are any indicators of impairment of non -current assets.
The independent auditor EY issued:
• on September 28th, 2026, its declaration of independence pursuant to Article 6.2(a) of Regulation (EU) No. 537/2014;
• on September 28th, 2026, its reports pursuant to Article 14 of Legislative Decree No. 39/2010 and Article 10 of Regulation (EU) No. 537/2014 on the separate and consolidated financial statements as of June 30th, 2026, prepared in accordance with IFRS as adopted by the Euro pean Union, expressing an unmodified opinion.
Those reports state that the separate financial statements of Digital Bros S.p.A. give a true and fair view of the financial position of the Company and the Group as of June 30th, 2026, and of their financial performance and cash flows for the fiscal year then ended.
With regard to the section concerning material uncertainties and key audit matters, the independent auditor identified revenue recognition as a key audit matter in relation to the separate financial statements. With regard to the consolidated financial sta tements, it identified the recoverability of concessions, licences and assets under development, and the recognition of digital distribution revenue, as key audit matters.
The above section describes the audit responses relating to those key audit matters.
The independent auditor:
• pursuant to Article 14, paragraph 2, letter e), of Legislative Decree No. 39/2010, considers the Directors’ Report and the information in the Report on Corporate Governance and Ownership Structure referred to in Article 123 -bis, paragraph 4, of the T.U.F. to be consistent with the Company’s separate financial statements and the Group’s consolidated financial statements, both as of June 30th, 2026;
• expressed an opinion on the compliance, in all material respects, of the separate and consolidated financial statements with the provisions of Regulation (EU) 2019/815 (the “ESEF Regulation”); also on September 28th, 2026, it issued the additional report r equired by Article 11 of Regulation (EU) No. 537/2014 pursuant to Article 19 of Legislative Decree No. 39/2010, which, as stated in the audit reports on the financial statements, is not inconsistent with those opinions but addresses specific matters. In th is regard, the Board promptly informed the Board of Directors thereof and did not consider it necessary to supplement such report with its own observations. The aforementioned report does not identify any significant deficiencies in the internal control sy stem relating to the financial reporting process that should be brought to the attention of those charged with governance.
The Board, also in its capacity as the ICAC, monitored the work plan implemented by the independent auditor and took note of the transparency report prepared by the independent auditor and published on its website pursuant to Article 18
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the Italian version shall always prevail in case of any discrepancy or inconsistency of Legislative Decree No. 39/2010.
The Board also supervised the independence of the independent auditor pursuant to Article 19 of Legislative Decree No.
39/2010, as subsequently amended, paying particular attention to the nature and amount of all engagements received from Digital Bros S.p. A. and/or Group companies (Italian and foreign) for any services other than the statutory audit. No such services were provided during the fiscal year, as confirmed in the independent auditor’s report and as may also be inferred from the details provided i n the notes to the consolidated financial statements pursuant to Article 149 -duodecies of the Issuers’ Regulation concerning disclosure of fees.
Supervisory activities concerning the effective implementation of corporate governance rules The Company adheres to the Corporate Governance Code approved in January 2020 by the Corporate Governance Committee, available at https://www.borsaitaliana.it/comitato -corporate -governance/codice/2020.pdf.
The governance model adopted by the Issuer takes into account the Company’s size, ownership structure, industry and the complexity of its operations. The Company meets the requirements to qualify as an SME pursuant to Article 2 -ter of Consob Regulation No. 11971 and Article 1, paragraph 1, letter w -quater.1), of the T.U.F. (Legislative Decree No.
58/1998), as shown in the list of issuers of listed shares qualifying as “SMEs” published by Consob on its website at www.consob.it/web/areapubblica/emittenti -quotati-pmi. The Issuer does not fall within the Code’s definitions of a Large Company, i.e. a company with a market capitalisation exceeding Euro 1 billion, or a Company with Concentrated Ownership. Any departures from the Code are described in the relevant s ections of the Report on Corporate Governance and Ownership Structure, approved by the Board of Directors on September 17th, 2026, explaining, where applicable, the reasons why a different system was adopted and the corporate body that defined and adopted it.www.consob.it/web/areapubblica/emittenti -quotati -pmi On the basis of the information obtained, the Board of Statutory Auditors considers that the Company has appropriately aligned its corporate governance structure with the provisions of the aforementioned Corporate Governance Code.
Supervisory activities concerning relations with subsidiaries The Board of Statutory Auditors obtained information on and supervised the adequacy of the organisational structure, compliance with the principles of sound management and the adequacy of the instructions issued by the Company to its subsidiaries pursuant to Article 114, paragraph 2, of the T.U.F. It did not identify any atypical and/or unusual transactions carried out with those Group companies, as also confirmed by the information provided by the Board of Directors, the independent auditor and the Head of Internal Audit.
Supervisory activities concerning related party transactions With regard to the fairness and consistency with the Company’s interests of intra -group and related party transactions, the Board of Statutory Auditors notes that, pursuant to Article 2391 -bis of the Italian Civil Code, the Company has adopted a Related Pa rty Transactions Procedure approved by the Board of Directors (the “RPT Procedure”), which was revised and updated in 2021 to take into account the amendments made by Consob to Regulation No. 17221/2010 by Resolution No. 21624 of December 10th, 2020.
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the Italian version shall always prevail in case of any discrepancy or inconsistency The procedure sets out the criteria for identifying related parties and distinguishing between transactions of greater significance and transactions of lesser significance, as well as the criteria and methods governing the relevant procedures.
Pursuant to Article 4 of the aforementioned Regulation, we note that the procedure adopted by the Company is consistent with the principles set out therein and is published on the Company’s website. The Board supervised the Company’s compliance with that p rocedure.
In particular, the Board notes that the Related Party Transactions Committee met once during the fiscal year.
The periodic reviews and controls carried out at the Company did not identify any atypical and/or unusual transactions.
The separate and consolidated financial statements as of June 30th, 2026 adequately disclose the economic and financial effects of related party transactions and describe the related relationships.
Omissions and reportable matters identified, opinions issued and initiatives undertaken The Board is not aware of any complaints having been submitted.
On June 18th, 2026, the Board received a complaint concerning alleged reportable matters pursuant to Article 2396 -ter of the Italian Civil Code from certain shareholders representing 0.284% of the share capital, requesting verification of the consistency of disclosure s, the adequacy of the supporting review process, the economic and accounting rationale for significant transactions, guidance and forward -looking post -reset disclosure, in relation to 8 areas of inquiry. The Board of Statutory Auditors promptly took actio n to collect the relevant factual information concerning the various matters raised in the complaint and to subject such information to appropriate assessment, and carried out 3 specific supervisory reviews in this regard. Upon completion of its review, ha ving considered the matters set out in the shareholders’ complaint, the documentation collected and the reports prepared by the Company on the matters raised, and having carried out the appropriate investigations and assessments, the Board of Statutory Aud itors did not identify any reportable matters.
During the fiscal year ended June 30th, 2026, the Board of Statutory Auditors issued, where required, the opinions and observations provided for by law.
In the course of its supervisory activities during the fiscal year, the Board did not identify any omissions, reportable matters or serious irregularities and, accordingly, does not consider it necessary to make any reports or proposals to the Shareholders ’ Meeting pursuant to Article 153 of the T.U.F.
The Board supervised the proper fulfilment of the obligations imposed on the Company by market abuse legislation, including those relating to so -called Internal Dealing transactions, as well as legislation concerning the protection of savings and corporate disclosure.
Self-assessment
The Board of Statutory Auditors carried out a self -assessment process concerning its composition, with particular regard to independence, size and functioning. From its first meetings, the Board also agreed upon the principal guidelines governing its activ ities.
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the Italian version shall always prevail in case of any discrepancy or inconsistency Proposals concerning the separate and consolidated financial statements, their approval and matters within the remit of the Board of Statutory Auditors To the extent of its responsibilities, the Board verified compliance with the legal provisions governing the preparation and general presentation of the separate and consolidated financial statements and the related Directors’ Reports, through direct revie ws and information obtained from the independent auditor.
To the best of the Board’s knowledge, no departures from applicable legal provisions were made in preparing the separate and consolidated financial statements.
For detailed information, the Board refers to the Company’s financial statements as of June 30th, 2026.
Within the limits of a procedural review and without assessing the merits, the Board of Statutory Auditors did not identify any breaches in connection with the preparation of the separate financial statements.
With regard to the separate financial statements for the fiscal year ended June 30th, 2026, having considered the contents of the reports issued by the independent auditor, the Board of Statutory Auditors, to the extent of its responsibilities, has no objections to the approval of the aforementioned financial statements or to the proposal made by the Board of Directors concerning the allocation of the net profit for the fiscal year of Euro 10,273 thousand.
Milan, September 28th, 2026
The Board of Statutory Auditors Paolo Villa – Chair ________________________________
Maria Pia Maspes ________________________________
Pietro Piccone Ferrarotti ________________________________