REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURES 2025

REPORT ON CORPORATE GOVERNANCE

AND OWNERSHIP STRUCTURES

pursuant to Article 123 -bis of the Italian Consolidated Law on Finance (traditional management and control model)

THE ITALIAN SEA GROUP S.P.A.

www.theitalianseagroup.com

Financial Year ended 31 December 2025

Approved by the Board of Directors on 31 July 2026

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CONTENTS

GLOSSARY ................................ ................................ ................................ ................................ ................................ .......... 5 1. ISSUER PROFILE ................................ ................................ ................................ ................................ .................. 9 2. INFORMATION ON THE OWNERSHIP STRUCTURE (under Article 123 -bis (1) of the Italian Consolidated Law on Finance) AS OF THE REPORT DATE ................................ ................................ .......... 13

A) SHARE CAPITAL STRUCTURE (UNDER ARTICLE 123-BIS (1)(A) OF THE ITALIAN CONSOLIDATED LAW ON

FINANCE ) ................................ ................................ ................................ ................................ ................... 13

B) RESTRICTIONS ON THE TRANSFER OF SECURITIES (UNDER ARTICLE 123-BIS (1)(B) OF THE ITALIAN

CONSOLIDATED LAW ON FINANCE ) ................................ ................................ ................................ .......... 13

C) SIGNIFICANT SHAREHOLDINGS IN THE CAPITAL (UNDER ARTICLE 123-BIS (1)(C) OF THE ITALIAN

CONSOLIDATED LAW ON FINANCE ) ................................ ................................ ................................ .......... 13

D) SECURITIES CONFERRING SPECIAL RIGHTS (UNDER ARTICLE 123-BIS (1)(D) OF THE ITALIAN

CONSOLIDATED LAW ON FINANCE ) ................................ ................................ ................................ .......... 14

E) EMPLOYEE SHAREHOLDING : MECHANISM FOR EXERCISING VOTING RIGHTS (UNDER ARTICLE 123-BIS

(1)(E), OF THE ITALIAN CONSOLIDATED LAW ON FINANCE ) ................................ ................................ ... 14

F) RESTRICTIONS ON VOTING RIGHTS (UNDER ARTICLE 123-BIS (1)(F) OF THE ITALIAN CONSOLIDATED

LAW ON FINANCE ) ................................ ................................ ................................ ................................ ..... 14

G) AGREEMENTS BETWEEN SHAREHOLDERS (UNDER ARTICLE 123-BIS (1)(G) OF THE ITALIAN

CONSOLIDATED LAW ON FINANCE ) ................................ ................................ ................................ .......... 14

H) CHANGE OF CONTROL CLAUSES (UNDER ARTICLE 123-BIS (1)(H), OF THE ITALIAN CONSOLIDATED

LAW ON FINANCE ) AND PROVISIONS OF THE BY -LAWS ON PUBLIC TAKEOVER BIDS (UNDER ARTICLES

104(1 -TER), AND 104-BIS(1), OF THE ITALIAN CONSOLIDATED LAW ON FINANCE ) ................................ 14

I) POWERS TO INCREASE THE SHARE CAPITAL AND AUTHORISATIONS TO PURCHASE TREASURY SHARES

(UNDER ARTICLE 123-BIS (1)(M) OF THE ITALIAN CONSOLIDATED LAW ON FINANCE ) ......................... 15

J) MANAGEMENT AND COORDINATION (UNDER ARTICLES 2497 ET SEQ . OF THE ITALIAN CIVIL CODE) .. 16

3. COMPLIANCE (under Article 123 -bis (2)(a), first part of the ITALIAN CONSOLIDATED LAW ON FINANCE ) 18 4. BOARD OF DIRECTORS ................................ ................................ ................................ ................................ .... 19 4.1 ROLE OF THE BOARD OF DIRECTORS ................................ ................................ ........................... 19

4.2 APPOINTMENT AND REPLACEMENT (UNDER ARTICLE 123-BIS (1)(L), FIRST PART OF THE

ITALIAN CONSOLIDATED LAW ON FINANCE ) ................................ ................................ ........................... 20

4.3 COMPOSITION (UNDER ARTICLE 123-BIS (2)(D) AND (D-BIS) OF THE ITALIAN CONSOLIDATED LAW

ON FINANCE ) ................................ ................................ ................................ ................................ .............. 22

4.4 OPERATION OF THE BOARD OF DIRECTORS (UNDER ARTICLE 123- BIS (2)(D) OF THE ITALIAN

CONSOLIDATED LAW ON FINANCE ) ................................ ................................ ................................ .......... 28

4.5 ROLE OF THE CHAIR OF THE BOARD OF DIRECTORS ................................ .............................. 30

4.6 EXECUTIVE DIRECTORS ................................ ................................ ................................ .................... 31

4.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR ................................ ..... 35

5. MANAGEMENT OF CORPORATE INFORMATION ................................ ................................ .................... 38 6. BOARD COMMITTEES (under Article 123 -bis (2)(d) of the Italian Consolidated Law on Finance) .......... 39

7. SELF -ASSESSMENT AND SUCCESSION OF DIRECTORS – APPOINTMENTS AND

REMUNERATION COMMITTEE ................................ ................................ ................................ ..................... 41

7.1 SELF -ASSESSMENT AND SUCCESSION OF DIRECTORS ................................ ............................ 41

7.2 APPOINTMENTS AND REMUNERATION COMMITTEE ................................ .............................. 42

8. DIRECTORS’ REMUNERATION – REMUNERATION COMMITTEE ................................ ...................... 46

8.1 DIRECTORS’ REMUNERATION ................................ ................................ ................................ ........ 46

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8.2 APPOINTMENTS AND REMUNERATION COMMITTEE ................................ .............................. 47

9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM – AUDIT, RISK AND SUSTAINABILITY

COMMITTEE ................................ ................................ ................................ ................................ ........................ 48 9.1 CHIEF EXECUTIVE OFFICER ................................ ................................ ................................ ............ 50

9.2 AUDIT, RISK AND SUSTAINABILITY COMMITTEE ................................ ................................ ..... 50

9.3 HEAD OF THE INTERNAL AUDIT FUNCTION ................................ ................................ ............... 54

9.4 ORGANISATIONAL MODEL PURSUANT TO ITALIAN LEGISLATIVE DECREE 231 ............ 55

9.5 AUDITING FIRM ................................ ................................ ................................ ................................ .... 57

9.6 FINANCIAL REPORTING MANAGER AND OTHER COMPANY ROLES AND FUNCTIONS . 57

9.7 COORDINATION BETWEEN THE PARTIES INVOLVED IN THE INTERNAL CONTROL

AND RISK MANAGEMENT SYSTEM ................................ ................................ ................................ . 59

10. INTERESTS OF DIRECTORS AND RELATED PARTY TRANSACTIONS ................................ ............... 60

11. BOARD OF STATUTORY AUDITORS ................................ ................................ ................................ ............. 61 11.1 APPOINTMENT AND REPLACEMENT ................................ ................................ ............................. 61

11.2 COMPOSITION AND FUNCTIONING (UNDER ARTICLE 123-BIS (2)(D) AND D -BIS) OF THE ITALIAN

CONSOLIDATED LAW ON FINANCE ) ................................ ................................ ................................ .......... 62 11.3 ROLE ................................ ................................ ................................ ................................ ........................ 66

12. RELATIONS WITH SHAREHOLDERS AND OTHER SIGNIFICANT STAKEHOLDERS ..................... 68

13. SHAREHOLDERS’ MEETINGS (under Article 123 -bis (1)(l) and (2)(c) of the Italian Consolidated Law on Finance) ................................ ................................ ................................ ................................ ................................ ... 69 14. FURTHER CORPORATE GOVERNANCE PRACTICES (under Article 123 -bis (2)(a), second part, of the Italian Consolidated Law on Finance) ................................ ................................ ................................ ................. 72 15. CHANGES SINCE THE END OF THE FINANCIAL YEAR ................................ ................................ .......... 73 TABLES ................................ ................................ ................................ ................................ ................................ .......... 75

TABLE 1: INFORMATION ON THE OWNERSHIP STRUCTURE AS OF THE REPORT DATE ................................ .... 75

TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AT THE END OF THE FINANCIAL YEAR ....................... 76

TABLE 3: STRUCTURE OF BOARD COMMITTEES AT THE END OF THE FINANCIAL YEAR ................................ . 77

TABLE 4: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AT THE END OF THE FINANCIAL YEAR .... 78

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GLOSSARY

Chief Executive Officer means the director of the Issuer to whom management powers have been delegated from time to time.

Shareholders' Meeting means the Shareholders' Meeting of TISG.

Shareholders means the shareholders of TISG.

Borsa Italiana means Borsa Italiana S.p.A., with its registered office at Piazza Affari no. 6, Milan.

Italian Civil Code means the Italian Civil Code as approved by Royal Decree No. 262 of 16 March 1942, as subsequently amended.

Code or CG Code refers to the Italian Corporate Governance Code for listed companies, approved in January 2020 by the Italian Corporate Governance Committee.

Board of Statutory Auditors means the Board of Statutory Auditors of TISG.

Audit, Risk and Sustainability Committee refers to the TISG Audit, Risk and Sustainability Committee, which is also responsible for related party transactions. It was established and appointed in accordance with the CONSOB Regulation on Related Party Transactions.

Committee or CG Committee or Italian

Corporate Governance

Committee refers to the Italian Corporate Governance Committee for listed companies, promoted by Borsa Italiana as well as by ABI, Ania, Assogestioni, Assonime and Confindustria.

Appointments and

Remuneration Committee refers to TISG’s appointments and remuneration committee, set up to implement the recommendations of the Code.

Board of Directors or Board refers to the Issuer’s Board of Directors.

CONSOB means Commissione Nazionale per le Società e la Borsa (Italian National Authority for Companies and the Stock Exchange), with offices in Rome, Via G.B. Martini 3.

Italian Legislative Decree 231 refers to Italian Legislative Decree No. 231 of 8 June 2001.

Report Date refers to 31 July 2026, the date on which this Report – as defined below – was approved by the Board of Directors.

Financial Reporting

Manager refers to the officer responsible for drafting the company’s accounting documents, appointed by the Issuer’s Board of Directors pursuant to Article 154 -bis of the Italian Consolidated Law on Finance.

6 Financial Year means the financial year ended 31 December 2025 to which the Report refers.

ESRS refers to the European Sustainability Reporting Standards defined in Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023.

Group means TISG and its subsidiaries within the meaning of Article 93 of the Italian Consolidated Law on Finance that fall within its scope of consolidation.

Instructions to the Stock Exchange Rules means the Instructions to the Rules for markets organised and managed by Borsa Italiana.

Model refers to the organisation, management and control model for the prevention of offences pursuant to Italian Legislative Decree no. 231, adopted by the Issuer on 22 December 2015 and subsequently amended on 28 May 2020 and 27 October 2022.

Supervisory Body refers to the Supervisory Body referred to in Italian Legislative Decree no.

231, established by the Issuer.

Business Plan refers to the business plan on the outlook for the next four financial years, approved by the Board of Directors on 24 January 2023 and updated on 14 March 2025.

SME refers to small and medium -sized enterprises that issue listed shares, as defined in Article 1(1)( w-quater .1), of the Italian Consolidated Law on Finance and Article 2 -ter of the CONSOB Issuers’ Regulation.

Shareholder Engagement

Policy refers to the policy for the management of engagement with institutional investors and all Shareholders, approved by the Board of Directors on 24 January 2023.

Remuneration Policy refers to the first section of the Remuneration Report, approved by the Shareholders’ Meeting on 1 July 2024, which sets out (i) the Company and Group policy on the remuneration of the members of the Board of Directors, Key Management Personnel and, without prejudice to the provisions of Article 2402 of the Italian Civil Code, of members of the Board of Statutory Auditors; and (ii) the roles involved and the procedures used for its preparation, approval and review, as well as its duration.

Chair means the Chair of the Issuer's Board of Directors identified, from time to time, by the Shareholders' Meeting or the Board of Directors pursuant to Article 15.1 of the By -laws.

Inside Information

Procedure refers to the procedure for managing the disclosure of inside information, adopted by the Board of Directors on 18 February 2021.

Internal Dealing Procedure refers to the internal dealing procedure adopted by the Board of Directors on 18 February 2021.

7 RPT Procedure refers to the procedure governing transactions between the Issuer and its related parties, in accordance with the CONSOB Regulation on Related Party Transactions, approved by the Board of Directors on 18 February 2021 and subsequently amended on 28 April 2 021 and 21 May 2021.

Prospectus refers to the prospectus filed with CONSOB on 27 May 2021 following the approval issued by notice dated 27 May 2021, protocol no.

0586818/21.

Consolidated sustainability

report means the Consolidated Sustainability Report drafted pursuant to Italian Legislative Decree 125/2024, approved by the Board of Directors on 31 July 2026 and made available on the Issuer's website at https://investor.theitalianseagroup.com/ , in the “ Corporate Governance ”/“Shareholders’ Meeting ” section.

Insider Register refers to the list of persons who have access to inside information and with whom there is a professional relationship, including those with an employment contract, or who in any case perform certain tasks that grant them access on a regular or occasional basis to inside information, established pursuant to Article 18 of Regulation (EU) no. 596/2014.

Rules of the Board of Directors refers to the rules adopted by the Board of Directors on 12 July 2021.

CONSOB Issuers’

Regulation refers to the Regulation issued by CONSOB under Resolution No.

11971/1999 (as subsequently amended) regarding issuers.

CONSOB Market

Regulation refers to the Regulation issued by CONSOB under Resolution No.

20249/2017 regarding markets.

CONSOB Regulation on Related Party Transactions refers to the Regulation issued by CONSOB under Resolution No. 17221 of 12 March 2010 (as subsequently amended) regarding related party transactions.

Report refers to this Report on Corporate Governance and Ownership Structures that companies are required to draft and publish pursuant to Article 123 -

bis of the Italian Consolidated Law on Finance.

Report on Remuneration Paid refers to the second section of the Remuneration Report for the financial year 2025, approved by the Board of Directors on 31 July 2026, based on the proposal of the Appointments and Remuneration Committee, and submitted for a non -binding vote to the Share holders’ Meeting called to approve TISG’s financial statements for the year ended 31 December 2025.

Remuneration Report refers to the report on remuneration policy and remuneration paid that companies are required to draft and publish pursuant to Articles 123 -ter of Italian Consolidated Law on Finance and 84 -quater of the CONSOB Issuers’ Regulation, available in accordance with the law on the

8 Company’s website https://investor.theitalianseagroup.com/ , in the “Corporate Governance ”/“Shareholders’ Meeting ” section.

Secretary refers to the secretary of the Issuer’s Board of Directors appointed from time to time by the Chair of the Board of Directors or by the Board.

Auditing Firm means BDO Italia S.p.A., with registered office in Milan, Viale Abruzzi 94, enrolled in the Companies Register of Milan, Monza Brianza and Lodi, registration number, tax code and VAT no. 07722780967, and enrolled in the Register of Statutory Auditors no. 1 67991.

By-laws refers to the TISG By -laws in force as of the Report Date and available on the Company’s website https://investor.theitalianseagroup.com/ , in the “Corporate Governance ”/”Documents, Policies and Procedures ” section.

TISG or the Company or the Issuer refers to The Italian Sea Group S.p.A., with registered office at Viale Colombo 4 bis, Marina di Carrara, Carrara (Massa -Carrara), Italy, share capital of EUR 26,500,000.00, tax code and VAT no. 00096320452, REA no. 65218.

Italian Consolidated Law on Finance refers to Italian Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented.

Deputy Chair refers to the Deputy Chair of the Issuer’s Board of Directors appointed from time to time by the Shareholders’ Meeting or the Board of Directors pursuant to Article 15.1 of the By -laws.

Unless otherwise specified, the definitions of the CG Code relating to the following shall be deemed incorporated by reference: directors, executive directors, independent directors, significant shareholders, chief executive officer (CEO), governing body, control body, business plan, concentrated ownership companies, large companies, sustainable success, and top management.

Furthermore, unless otherwise specified, in the sections that refer to the content of the relevant ESRS, the ESRS definitions themselves shall also be deemed incorporated by reference, specifically those relating to lobbying, the value chain, affected comm unities, corruption and bribery, corporate culture, consumers, the sustainability statement, employees, discrimination, suppliers, the own workforce, impacts, sustainability -

related impacts, workers in the value chain, non -employee workers, independent mem bers of the board of directors, metrics, the business model, harassment, targets, opportunities, sustainability -related opportunities, administrative, management and supervisory bodies, policies, disadvantaged communities, stakeholders, sustainability matt ers, materiality, risks, sustainability -related risks and end users.

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1. ISSUER PROFILE

The Issuer is an Italian company based in Marina di Carrara, Carrara (Massa -Carrara), Italy, and a global player in the international yachting industry, specialising – through its Shipbuilding division – in the design, production and sale of luxury superya chts ranging from 17 to over 100 metres in length, with a focus on yachts between about 60 and 100 metres.

Since 8 June 2021, the Issuer’s shares have been listed on Euronext Milan, a regulated market organised and managed by Borsa Italiana. On 29 July 2024 Borsa Italiana, by Order no. 9008, granted the Company’s ordinary shares STAR status. However, following a voluntary request approved by the Board of Directors on 6 March 2026, Borsa Italiana removed STAR status with effect from 17 March 2026. From that date, the Company’s ordinary shares continue to be traded on Euronext Milan.

TISG is the owner of the following trademarks:

- Admiral, a historic brand established in 1966 and an international operator specialising in the construction of large custom -made yachts up to and over 100 metres;

- Tecnomar, a historic brand established in 1987 and an international operator specialising in the construction of sporty yachts up to 50 metres;

- Perini Navi, an iconic brand for large sailing yachts, established in 1983 and acquired in 2022;

- Picchiotti, one of the oldest brands in the world, dating back to 1575 and acquired in 2022, a pioneer in yachting through which TISG operates with a semi -custom line featuring a timeless vintage style.

TISG also provides refit services through its NCA Refit division, both on its own yachts and on boats built by third -party manufacturers – both motor and sailing boats.

From an industrial point of view, the Company is located within the Port of Marina di Carrara and also has great potential in terms of production capacity thanks to its prestigious facility in La Spezia.

The Company’s customers are ship operators, i.e. natural or legal persons who, whether or not they own the yacht, undertake, professionally or otherwise, the operation of a vessel for the purpose of leisure travel, charter, transport, etc.

Governance system adopted by the Issuer In order to ensure an appropriate balance between management and control functions, TISG has adopted a corporate governance system in line with the principles and recommendations of the CG Code, to which the Company adheres.

In particular, the Issuer has adopted a traditional management and control system that is therefore characterised by:

(i) a Shareholders’ Meeting, called at least once a year, responsible for resolving on matters reserved to it by the law, regulations and the By -laws;

(ii) the Board of Directors, responsible for the management of the Company and vested, without limitation, with the broadest powers for both the ordinary and extraordinary management of the Company, with the authority to carry out all actions, including acts of disposal, deemed appropriate for the achievement of the corporate purposes, excluding only those reserved by law to the Shareholders’ Meeting. The Board acts as a collegial body and through the Chief Executive Officer. The Appointments and Remuneration Co mmittee and the Audit, Risk and Sustainability Committee are established within it, with the Audit, Risk and Sustainability Committee also having responsibility for related party transactions; and (iii) the Board of Statutory Auditors, which is responsible for monitoring (a) compliance with the law and the By -laws and observance of the principles of proper management, (b) the adequacy of the

10 organisational structure for the aspects falling within its areas of responsibility, the internal control system and the administrative and accounting system, as well as the reliability of the latter in correctly representing management events, (c) the effective implementation of the corporate governance rules laid down in the CG Code, and (d) the adequacy of the Company’s instructions to its subsidiaries.

The Ordinary Shareholders’ Meeting of the Issuer held on 18 February 2021 assigned BDO Italia S.p.A. the task of performing the statutory audit (including verification of the proper keeping of accounting records, as well as the accurate recording of manage ment events in the accounting records) for the financial years 2021 -

2029 in relation to the Issuer’s individual financial statements and to the half -year financial report. Moreover, under the proposal dated 10 March 2022, the mandate was extended by granti ng the Auditing Firm the engagement to perform the statutory audit of the Group’s consolidated financial statements for the financial years 2021 -2029.

On 22 April 2025 BDO Italia S.p.A. was also awarded the mandate to perform limited assurance on the Consolidated Sustainability Report for the three -year period 2025 -2027. On 27 July 2026 the Auditing Firm announced its irrevocable resignation from the eng agement to perform the statutory audit of the Company’s separate and consolidated financial statements.

Since 2012, the Company has adopted (and subsequently updated) an organisational model pursuant to Italian Legislative Decree 231 and consequently set up a Supervisory Body.

The Company exercises management and coordination over its subsidiary CELI S.r.l., including on matters of governance, by recommending the adoption of specific standards and rules on the subject.

In accordance with Recommendation 11 of the CG Code, on 12 July 2021, the Board of Directors adopted the Rules of the Board of Directors, which define the internal rules for the functioning of the board itself and its committees, including procedures for t aking the minutes of meetings and procedures for managing reporting to the directors (for more information on the Rules of the Board of Directors, see Section 4.4 of this Report).

Furthermore, on 24 January 2023, in accordance with Recommendation 3 of the CG Code, the Board adopted the Shareholder Engagement Policy, which is further discussed in Section 12 of this Report.

The Company has adopted the code of ethics approved by GC Holding S.p.A. on 22 December 2015, as subsequently updated.

In addition to the above and in compliance with regulatory provisions and the Code, the Issuer has, among

other things:

(i) appointed three independent directors out of a total of seven members of the Board of Directors, subsequently reduced to two following the redetermination of the number of Board members at five on 27 April 2026 (for more information on the composition of t he Board of Directors, see Section 4.7 of this Report);

(ii) adopted the Inside Information Procedure governing the management and disclosure of inside information, as well as the establishment and updating of the Insider Register, pursuant to Article 18 of Regulation (EU) no. 596/2014, defining, in particular: (a) the identification of the persons responsible for maintaining the above -mentioned Insider Register; (b) the criteria for identifying the persons to be listed in the Insider Register; (c) the procedures and operation of the Insider Register;

(d) the entry of persons in the Insider Register; and (e) the updating of the Insider Register; and (iii) adopted the Internal Dealing Procedure.

Due to the obligations introduced by Italian Legislative Decree 125/2024, on 31 July 2026, the Board of Directors approved the Consolidated Sustainability Report, which can be found on the Issuer’s website https://investor.theitalianseagroup.com/ , in the “ Financial Documents ” section.

Note that, as of the Report Date, the Company:

11 (i) does not qualify as a “large company” as defined in the Code, as TISG’s market capitalisation has been below the threshold for “large companies” in the last three calendar years (i.e. EUR 1 billion);

(ii) qualifies as a “concentrated ownership company” as defined in the Code, as GC Holding S.p.A. holds a total of around 53.60% of the voting rights exercisable at the Shareholders’ Meeting (for more information, see Section 2 of this Report).

The Issuer falls within the definition of an SME pursuant to Article 1(1)( w-quater .1) of the Italian Consolidated Law on Finance and Article 2 -ter of the CONSOB Issuers’ Regulation, since TISG’s market capitalisation as of 31 December 2025 was less than EUR 1 billion.

Sustainability

In accordance with the provisions of the CG Code, the Board of Directors manages the Company with the aim of pursuing its sustainable success. It aims to create long -term value for Shareholders while also considering all the interests of the stakeholders r elevant to the Company.

To this end, the Issuer drafts and adopts specific documents, including the ESG Plan, Consolidated Sustainability Report (which replaces the Non -Financial Statement) and Code of Ethics.

In particular, in the Non -Financial Statement relating to the financial year 2022, the Company outlined its three -year ESG Plan. The implementation of the plan was subject to continuous monitoring by the Company during the Financial Year, specifically by t he Audit, Risk and Sustainability Committee. In compliance with the requirements of the European Corporate Sustainability Reporting Directive (CSRD), TISG carried out the annual update of the double materiality analysis prepared in the previous financial y ear. Recall that under this principle, double materiality comprises two dimensions: impact materiality and financial materiality. A sustainability issue is considered material from an impact perspective when it involves significant impacts – whether negati ve or positive, actual or potential – on people or the environment in the short, medium, or long term (the so -called inside -out perspective, typical of impact materiality). Impacts include those connected with own operations and the upstream and downstream value chain. On the other hand, a sustainability issue is considered material from a financial point of view if it involves significant financial effects, i.e. when it can or could influence the current or future economic and financial performance of the organisation (so -called outside -in perspective, typical of financial materiality). This occurs when a sustainability issue generates risks and/or opportunities that may arise from past or future events. The two dimensions are interconnected and the interde pendencies between these two dimensions must be taken into account; however, a sustainability issue can be material from the point of view of impact without necessarily being financially material, and vice versa.

Based on the information, the potential imp acts, risks and opportunities (IROs) applicable to the Group were mapped, leading to the identification of 10 material topics for impact materiality and 10 for financial materiality. These represented the basis for the drafting of the Consolidated Sustaina bility Report relating to the Financial Year and will play a central role in the future updating of TISG’s ESG plan.

The Group is committed to working responsibly to achieve the goal of integrating environmental, social and governance sustainability issues into its strategy, applying the following principles:

(i) mission: to build yachts that are unique and identifiable for their unparalleled aesthetic, qualitative and functional characteristics, while maintaining the highest level of integrity and sustainability for the

Company’s stakeholders;

(ii) purpose: to meet the highest standards of professional and ethical behaviour by putting our values into practice for the benefit of employees, Shareholders, customers, suppliers and the local area.

The Company also shares, pursues and promotes the following values:

(i) integrity: the Company and its employees operate daily in accordance with high moral and ethical standards, acting conscientiously and respecting its personnel, customers, suppliers and stakeholders;

12 (ii) responsibility: the Company considers it essential to keep its promises and commitments, acting with full respect for others and the environment, with the aim of creating long -term sustainable value;

(iii) safety: the Company imposes very strict criteria, which are constantly reviewed and modified to avoid any risk. Corporate principles must be actively adhered to by employees, who are responsible for their own safety and the safety of others;

(iv) quality: every decision and action of the Company is driven by a constant pursuit of quality, with strict and uncompromising standards that result in excellent products and services;

(v) art and beauty: a passion for art and beauty permeates the corporate culture in every aspect, manifesting itself in both its projects and the work environment.

The Company has given the Audit, Risk and Sustainability Committee responsibility for sustainability in order to implement the Group’s sustainable development initiatives. For further information in this regard, see Section 9.2 of this Report.

The Board of Directors interprets its role of the guiding Issuer in accordance with the guidelines of the CG Code and the roles and responsibilities assigned to it, as detailed in the specific sections of this Report.

13 2. INFORMATION ON THE OWNERSHIP STRUCTURE (under Article 123 -bis (1) of the Italian Consolidated Law on Finance) AS OF THE REPORT DATE Information on the ownership structures is set out below, in accordance with Article 123 -bis (1) of the Italian Consolidated Law on Finance.

a) SHARE CAPITAL STRUCTURE (under Article 123 -bis (1)(a) of the Italian Consolidated Law on

Finance )

At the end of the Financial Year, TISG’s subscribed and paid -up share capital amounted to Euro 26,500,000.00, divided into 53,000,000 shares (see Table 1 in the appendix).

As of the Report Date, there were no changes in the amount of share capital.

As of 31 December 2025, the majority shareholder GC Holding S.p.A. held 28,410,000 shares, equal to 53.60% of the share capital. As of the Report Date, there had been no changes to the shareholding held by the Shareholder in question.

TISG’s share capital consists of ordinary shares with no nominal value, admitted to trading on Euronext Milan, a regulated market organised and managed by Borsa Italiana.

The shares are indivisible, registered and freely transferable. Each share entitles the holder to one vote at the Company’s Ordinary and Extraordinary Shareholders’ Meetings. The By -laws provide Shareholders with the option to request an increase in voting rights for shares that have been held continuously for at least 24 months, starting from the date of entry on the special list held by the Company. For more information on the shares entered in the special list, see Paragraph d) below in this Section.

The shares are subject to the dematerialisation regime and are entered in the centralised management system pursuant to Articles 83 -bis et seq. of the Italian Consolidated Law on Finance.

The Company does not hold, directly or indirectly, any treasury shares, nor were any such shares purchased or sold during the reporting period.

On 1 July 2024, the Company’s Extraordinary Shareholders’ Meeting approved, among other things, an increase in the share capital, against payment and in a divisible manner, with the exclusion of the option right pursuant to Article 2441 (5), (6) and (8) of the Italian Civil Code, to be executed in one or more tranches, for a maximum nominal amount of Euro 795,000.00, plus any share premium, through the issue of a maximum of 1,590,000 ordinary shares with no nominal value and regular entitlement, having the same characteristics as the ordinary shares outstanding on the date of issue. The share capital increase – to be subscribed by 31 December 2029 – is reserved to service a stock option plan for executive directors, general managers, key management personnel and employees with permanent employment contracts of the Company and its subsidiaries. For details on the plan, see the document pursuant to Article 84 -bis of the CONSOB Issuers’ Regulation and Section I, paragraph f), of the Remuneration Report, both approved by the Board of Directors on 31 May 2024 and published on the website https://investor.theitalianseagroup.com/ , in the “ Corporate Governance ”/“Shareholders’ Meeting ” section.

As of the Report Date, TISG has not issued any additional financial instruments granting the right to subscribe for newly issued shares.

b) RESTRICTIONS ON THE TRANSFER OF SECURITIES (under Article 123 -bis (1)(b) of the Italian Consolidated Law on Finance ) The By -laws do not include restrictions on the transfer of shares or limits on the ownership of securities or the need to obtain the approval of the corporate bodies or Shareholders of TISG for admission to the corporate structure.

c) SIGNIFICANT SHAREHOLDINGS IN THE CAPITAL (under Article 123 -bis (1)(c) of the Italian Consolidated Law on Finance )

14 The Company falls within the definition of SME under Article 1(1)( w-quater .1), of the Italian Consolidated Law on Finance. Therefore, pursuant to Article 120(2) of the Italian Consolidated Law on Finance, the minimum shareholding subject to disclosure is 5% of the share capital.

Based on the information available, including communications received from the Company pursuant to Article 120 of the Italian Consolidated Law on Finance, as well as any other available information, the Shareholders that directly or indirectly own more tha n 5% of the subscribed and paid -up share capital are those indicated in Table 1 in the appendix to this Report.

d) SECURITIES CONFERRING SPECIAL RIGHTS (under Article 123 -bis (1)(d) of the Italian Consolidated Law on Finance ) As of the Report Date, the Company has not issued securities conferring special rights of control, nor do the By-laws provide for special powers for certain Shareholders or holders of particular categories of shares.

On 1 July 2024, the Shareholders’ Meeting amended the By -laws by introducing the option for Shareholders to request an increase in voting rights for shares that have been held continuously for at least 24 months, starting from the date of entry on the spec ial list held by the Company. As of 31 December 2025, 28,410,000 shares corresponding to 53.60% of the share capital were registered on the relevant list. None of the registered shares had acquired enhanced voting rights.

On 3 September 2024, 28,410,000 shares held by the shareholder CG Holding S.p.A. were entered in the special list, equal to 53.60% of the share capital. If all the vesting conditions envisaged by the By -laws are met, the enhanced voting rights will accrue on 3 September 2026. Note that Article 6.16 of the By -laws provides that the Company may issue, pursuant to the laws in force at the time, classes of shares with different rights from those of the shares already issued, defining their terms and conditions in the relevant issuance resolution. The Shareholders’ Meeting may also approve the issuance of equity -based financial instruments pursuant to Article 2346 of the Italian Civil Code, which may carry ownership rights or even voting rights, in accordance wit h the applicable provisions.

e) EMPLOYEE SHAREHOLDING : MECHANISM FOR EXERCISING VOTING RIGHTS (under Article 123 -bis

(1)(e), of the Italian Consolidated Law on Finance ) As of the Report Date, no employee share ownership system is in place in which voting rights are not exercised directly by the employees themselves.

f) RESTRICTIONS ON VOTING RIGHTS (under Article 123 -bis (1)(f) of the Italian Consolidated Law on

Finance )

As of the Report Date, the By -laws do not contain any specific provisions establishing restrictions, limitations or time limits imposed on the exercise of voting rights, nor are the financial rights attached to securities separate from their ownership.

g) AGREEMENTS BETWEEN SHAREHOLDERS (under Article 123 -bis (1)(g) of the Italian Consolidated Law on Finance ) As of the Report Date, the Issuer is not aware of any shareholders’ agreements disclosed pursuant to Article 122 of the Italian Consolidated Law on Finance.

h) CHANGE OF CONTROL CLAUSES (under Article 123 -bis (1)(h), of the Italian Consolidated Law on

Finance ) AND PROVISIONS OF THE BY -LAWS ON PUBLIC TAKEOVER BIDS (under Articles 104(1 -ter), and

104-bis(1), of the Italian Consolidated Law on Finance ) The Company and its subsidiaries, as part of their activities, may be parties to agreements which, as is common in facility agreements, include clauses giving each of the parties the right to terminate or amend such agreements in the event of a direct and/ or indirect change of control of one of the parties.

15 As of the Report Date, the Issuer is party to the following facility agreements which contain change of control

clauses:

1. Mortgage loan agreement backed by SACE, entered into between the Issuer and a pool of seven banks on 25 June 2025 for EUR 115,000,000.00. In relation to the agreement in question, “ Change of Control ” means one or more of the following cases in which the Relevant Shareholder:

• ceases to hold at least 50% + 1 share of the Company’s share capital through GC Holding Spa (GHC);

• ceases to control GCH pursuant to Article 2359 of the Italian Civil Code;

• ceases to have the power to appoint the majority of the members of the Board of Directors of the Company or GCH If a Change of Control occurs:

- Any obligation of the lending banks to make further disbursements shall immediately cease.

- The Company must repay the loan in full on the first available interest payment date following the event.

- This is an event that may result in the banks terminating the agreement (Article 11.4).

The Issuer’s By -laws do not deviate from the provisions of the passivity rule set out in Article 104, paragraphs 1 and 1 -bis, of the Italian Consolidated Law on Finance and do not provide for the application of the neutralisation rules set out in Article 104 -bis, paragraphs 2 and 3, of the Italian Consolidated Law on Finance.

i) POWERS TO INCREASE THE SHARE CAPITAL AND AUTHORISATIONS TO PURCHASE TREASURY SHARES

(under Article 123 -bis (1)(m) of the Italian Consolidated Law on Finance ) As of the Report Date, the Shareholders’ Meeting has not resolved to authorise the Board of Directors to increase the share capital pursuant to Article 2443 of the Italian Civil Code.

Treasury shares

On 22 April 2025, the Issuer’s Shareholders’ Meeting resolved – after revoking the previous resolution authorising the purchase of treasury shares dated 1 July 2024 – to authorise the Board of Directors (i) to purchase, for a period not exceeding eighteen months from the date of the resolution, ordinary TISG shares without an indication of nominal value, including in one or more tranches and at any time, including on a rotating basis (so -called revolving ), up to a maximum number of shares not exceeding 10% of the share capital – taking account of the shares held by the Company from time to time – and within the limits of the distributable profits and available reserves shown in the latest approved financi al statements, and (ii) to dispose of, either directly or through intermediaries, all or part of the treasury shares purchased under the above -mentioned resolution, in one or more tranches and at any time, without time limits, even before the maximum purchasable quantity has been exhausted, in the manner considered most suitable in the Company’s interest and in compliance with the applicable Italian and European regulations, including dispo sal of the shares off -market through accelerated bookbuilding or by transferring any rights in rem or personal rights relating to them (including but not limited to securities lending), without prejudice to the fact that if such transactions are carried out as part of share incentive plans, the shares must be alloca ted to the beneficiaries of the plans in force from time to time, in the manner and within the terms specified in the relevant plan regulations.

16 The treasury share purchase and disposal programme is aimed at enabling the Company to pursue the following

objectives:

(i) execute the Long Term Incentive Plan 2027 -2029, approved by the Shareholders’ Meeting of 1 July 2024, in addition to any share incentive programmes in favour of management, employees and collaborators or proceed with free allocations to Shareholders or ful fil obligations arising from warrants, convertible financial instruments, with mandatory conversion or exchangeable for shares (based on transactions in place or to be approved/implemented);

(ii) utilise surplus cash resources;

(iii) operate in the market, in compliance with the provisions in force from time to time, directly or through intermediaries, to mitigate abnormal fluctuations in trading volumes and prices of shares traded on Euronext Milan in response to potential distortions arising from excess liquidity;

(iv) undertake medium - and long -term liquidity investment transactions, including for the purpose of building lasting investments, or, to capitalise on opportunities to maximise value arising from market

performance;

(v) allow the use of treasury shares in the context of transactions related to current management or extraordinary transactions in line with the Company’s strategic objectives, including, but not limited to, transactions involving exchange, swaps, offsets, and capital contributions and/or transactions in support of capital operations or other corporate and/or financial transactions and/or other extraordinary transactions involving the allocation or disposal of treasury shares.

The shares may be purchased at a price per share not exceeding the higher of the price of the last independent transaction or the highest current price of an independent purchase offer on the trading venue where the purchase is made. In any case, the purch ase price of each share must not be lower by more than 10% or higher by more than 10% compared to the reference price recorded by the share during the stock exchange session on the day prior to each transaction.

During the Financial Year, the Company did not purchase any treasury shares and did not hold any treasury shares as of 31 December 2025.

No changes had occurred as of the Report Date.

j) MANAGEMENT AND COORDINATION (under Articles 2497 et seq. of the Italian Civil CODE) The Company is not subject to management and coordination pursuant to Articles 2497 et seq. of the Italian Civil Code. In fact, although as of the Report Date GC Holding S.p.A. holds a 53.60% stake in the share capital of TISG, that company does not exerci se any management or coordination activities of an operational, administrative or financial nature over the Issuer, as defined under Article 2497 of the Italian Civil Code.

In particular, based on an examination of the relevant facts, the Issuer considers that none of the activities typically involved in management and coordination pursuant to Articles 2497 et seq. of the Italian Civil Code exist, and therefore, including but not limited to:

(i) decisions concerning management of the Issuer are taken within the Issuer’s own corporate bodies;

(ii) the Issuer’s Board of Directors is responsible, among other things, for the review and approval of: (a) the Issuer’s strategic, business and financial plans and budgets; (b) the Issuer’s financial policies and access to credit; and (c) the Issuer’s organisational structure. In addition, the Issuer’s Board of Directors is responsible for assessing the adequacy of the organisational, management and accounting structure of the Company;

(iii) the Issuer operates with full autonomy in managing its relationships with customers and suppliers, without any interference from external parties;

17 (iv) GC Holding S.p.A. does not perform – directly or indirectly – any centralised treasury functions on behalf of the Issuer.

** ** ** The information required under Article 123 -bis (1)(i) (“ agreements between the company and directors ...

which provide for severance payments in the event of resignation or dismissal without just cause or if their employment ends as a result of a public takeover bid ”) is contained in the remuneration section of the Report (Section 8.1).

The information required under Article 123 -bis (1)(l), first part (“ the rules applicable to the appointment and replacement of directors ... if different from the laws and regulations applicable by way of supplementary provisions ”), is set out in this Report in the Board of Directors section (Section 4.2).

The information required under Article 123 -bis (1)(l), second part (“ the rules applicable ... to the amendment of the by -laws, if different from the laws and regulations applicable by way of supplementary provisions ”) is outlined in this Report in the Shareholders’ Meeting section (Section 13).

18 3. COMPLIANCE (under Article 123 -bis (2)(a), first part of the ITALIAN CONSOLIDATED LAW ON

FINANCE )

The Issuer has signed up to the CG Code approved by the Italian Corporate Governance Committee as last updated on 31 January 2020.

The CG Code is available on the Italian Corporate Governance Committee’s website at https://www.borsaitaliana.it/comitato -corporate -governance/codice/2020.pdf .

In accordance with the comply or explain criterion underlying the CG Code, the recommendations that the Company has decided not to adopt, either in whole or in part, are specified in this Report.

** ** ** Note also that TISG and its subsidiaries are not subject to laws other than Italian law that influence the Issuer’s corporate governance structure.

19

4. BOARD OF DIRECTORS

4.1 ROLE OF THE BOARD OF DIRECTORS

The Board of Directors manages the Company with the aim of pursuing its sustainable success based on the Business Plan, which the Company updates on an annual basis, consistent with the Group’s mission and purpose, as well as the values that inspire the Gr oup itself.

Pursuant to Article 18 of the By -laws, the Board of Directors is vested, without any limitation, with the broadest powers for the ordinary and extraordinary management of the Company, with the authority to carry out all actions, including acts of disposal, deemed appropriate for the achievement of the corporate purposes, excluding only those reserved by law to the Shareholders’ Meeting.

The Issuer’s Board of Directors plays a key role in the Company’s organisation and is responsible for providing strategic and organisational guidance, as well as ensuring the existence of the necessary controls to monitor the performance of the Company and the Group.

With specific reference to the management of sustainability issues, on 15 March 2023, the TISG Board of Directors granted the Chief Executive Officer the responsibility for implementing the policies that will be defined from time to time by the Board of Di rectors, as the body with strategic oversight functions, and entrusted the Audit, Risk and Sustainability Committee with the relevant investigative and recommendatory functions. The Chief Executive Officer is also responsible for implementing all the initi atives and actions necessary for the identification of relevant sustainability topics, for the collection of the necessary data and for reporting on them according to the methods that will be deemed most appropriate, as well as for implementing the activit ies necessary for the achievement of the strategic objectives defined by the Board of Directors. The Board of Directors is the body responsible for approving the Consolidated Sustainability Report and, where necessary, the annual update of the materiality matrix on which it is based, as well as for defining the strategic guidelines on sustainability matters.

On the same date, a sustainability team comprising the Company departments most involved in activities with a strong environmental, social and governance impact was also established, namely: (i) Human Resources, (ii) Legal Department, (iii) Technical -R&D D epartment, (iv) Site Services, (v) Investor Relations, (vi) Quality, and (vii) Management Control, and any other department called to collaborate on specific projects may be involved. This team is internally coordinated by the ESG Director who, as project leader, oversees the operations carried out and periodically reports on them to the Audit, Risk and Sustainability Committee and the Board of Directors.

In performing the duties assigned to it, the Board:

(i) defines the strategies of the Issuer and the Group in accordance with the pursuit of sustainable success and monitors their implementation. In particular, the Board of Directors is responsible for examining and approving the strategic, business and financi al plans of the Issuer and the Group, and for regularly monitoring their implementation. The Board also defines the nature and level of risk compatible with the Issuer’s strategic objectives, including in its assessments all aspects that may be relevant to the Issuer’s sustainable success. During the Financial Year, the Board of Directors, with the support of the Audit, Risk and Sustainability Committee, based in part on the analysis of issues relevant to the generation of long -term value, periodically moni tored the implementation of the Business Plan.

(ii) defines the corporate governance system that best supports the company’s business operations and the pursuit of its strategies: (i) taking into account the areas of autonomy permitted by the legal framework;

and (ii) where appropriate, evaluating and proposing appropriate changes, submitting them, when required, to the Shareholders’ Meeting. In particular, the Board: (a) granted powers to the Chief Executive Officer; (b) established the board committees, assigning them specific functions; and (c) approved the Group’s organisational model. Note that during the Financial Year, the Board did not consider it necessary or appropriate to draw up reasoned proposals to submit to the Shareholders’

20 Meeting concerning the corporate governance system, as it considers the current corporate governance system suitable for the company’s needs. The Board of Directors also assesses the adequacy of the Issuer’s organisational, management and accounting struct ure and strategically important subsidiaries, with specific reference to the Internal Control and Risk Management System (see Section 9 of this

Report);

(iii) defines the nature and level of risk compatible with the Issuer’s strategic objectives, including with a view to ensuring sustainable success;

(iv) promotes, in the most appropriate forms, dialogue with Shareholders and other stakeholders relevant to the Issuer. In this regard, the Board, on 24 January 2023, adopted the Shareholder Engagement Policy aimed at ensuring that communication with TISG Share holders is inspired by principles of fairness and transparency and is conducted in compliance with EU regulations on market abuse, as well as in line with international best practices (for more information on the Shareholder Engagement Policy, see Section 12 of this Report);

(v) assesses the general management performance, comparing the results achieved with those planned;

(vi) reviews and makes decisions regarding the transactions of the Issuer and its subsidiaries that are of significant strategic, economic, equity -related or financial importance for the Issuer, establishing general criteria for identifying significant transact ions;

(vii) adopted the Inside Information Procedure (for more information see Section 5 of this Report).

With regard to the additional powers of the Board regarding its composition, operation, appointment and self -

assessment, remuneration policy, and Internal Control and Risk Management System, see the following paragraphs of this Section and to Sections 8 an d 9 of the Report.

With reference to the role of the Board of Directors in overseeing the procedures for managing material risks, impacts and opportunities, see the “Governance Structure” section of the Consolidated Sustainability Report.

4.2 APPOINTMENT AND REPLACEMENT (under Article 123 -bis (1)(l), first part of the Italian Consolidated Law on Finance) Pursuant to Article 12 of the By -laws, the Company is governed by a Board of Directors consisting of a minimum of five and a maximum of eleven members.

The members of the Board of Directors are appointed by the Shareholders’ Meeting, which also determines their number.

The directors are appointed for a period of three financial years, or for the shorter period determined at the time of appointment, and they can be re -elected. The directors’ terms of office expire on the date of the Shareholders’ Meeting called for the ap proval of the financial statements related to the last financial year in which they are in office.

The appointment of the members of the Board of Directors is carried out based on lists consisting of no more than eleven candidates, listed in sequential order. Candidates must meet the requirements laid down by law, as well as the additional requirements set out in the By -laws and the CG Code.

Lists with more than three candidates must comprise candidates belonging to both genders in compliance with the applicable legal and regulatory provisions on gender balance. Note that pursuant to Article 147 -ter of the Italian Consolidated Law on Finance, the least represented gender must account for at least two fifths of the elected directors. This allocation criterion applies for six consecutive terms.

In this regard, note that two fifths of the Board in office as of the Report Date comprises directors belonging to the least represented gender.

21 The lists must be submitted to the Company’s registered office under the terms and in compliance with the regulations applicable to the Company from time to time.

Only Shareholders who, individually or jointly with others, hold voting shares representing at least the percentage required for the Company under the applicable regulations are entitled to submit lists. Specifically, note that pursuant to Article 144 -quater of the CONSOB Issuers’ Regulation, the percentage for the submission of lists is 2.5% of the Company’s share capital.

Ownership of the minimum share required for the submission of lists must be proven by appropriate certifications, which must be produced, if not available on the day on which the lists are submitted, after the submission of the lists, provided that they ar e submitted within the deadline set out by the laws in force for the publication of the lists by the Company.

The Issuer’s By -laws do not include the possibility for the outgoing Board of Directors to submit a list of candidates for the appointment of the Board of Directors.

Each Shareholder, as well as Shareholders connected by control or affiliation relationships pursuant to the Italian Civil Code or who are party to a shareholders’ agreement under Article 122 of the Italian Consolidated Law on Finance concerning Company sha res, cannot submit or vote for more than one list, either directly or through a proxy or trust company.

Together with the submission of each list, under penalty of inadmissibility, a comprehensive profile of the personal and professional qualifications of each candidate must be submitted, along with statements in which the candidates accept their nomination and certify, under their own responsibility, the absence of any grounds for ineligibility or incompatibility, as well as the possession of the required integrity and, if applicable, independence requirements. Each candidate can appear on only one list, und er penalty of ineligibility.

At the end of the voting, the procedure is as follows:

(i) a number of directors equal to the total number to be elected minus one are drawn from the list that received the highest number of votes, following the sequential order in which the candidates are listed;

(ii) from the list that received the second highest number of votes – which is not connected in any way, either directly or indirectly, to those who submitted or voted for the list referred to in point (i) above – one director is drawn, in accordance with legal provisions, following the sequential order in which the candidates are listed.

If two lists obtain the second highest number of votes, a new vote is held by the Shareholders’ Meeting and the candidate obtaining the simple majority of votes is elected.

For the purposes of distributing the directors to be elected, as permitted under Article 147 -ter of the Italian Consolidated Law on Finance, lists that obtained a percentage of votes at the Shareholders’ Meeting of less than half of those required for the submission of lists will not be considered.

If, following the application of the above procedures, (i) the minimum number of directors meeting the independence requirements is not appointed, and/or (ii) the composition of the Board does not comply with the laws or codes of conduct drafted by organisations managing regulated markets to which the Company adheres regarding gender balance, candidates meeting the requirements will be elected to replace the candidates lacking such requirements from the same list as the candidates to be replaced.

If only one list is submitted, the directors shall be drawn from the submitted list provided that it has obtained the approval of a simple majority of the votes.

If no lists are submitted (or the submitted list does not allow for the appointment of directors in compliance with applicable laws and regulations or, in any case, if it is not possible to proceed according to the list voting rules) or if it is not necess ary to appoint all the members of the Board of Directors, the members of the Board will be appointed by the Shareholders’ Meeting with the statutory majorities, without the application of the list

22 voting mechanism, and without prejudice to the obligation to ensure the presence of the minimum number of independent directors required under the regulations in force from time to time, as well as the compliance with the gender balance rules.

If one or more directors leave office during the financial year, the others will replace them by a resolution approved by the Board of Statutory Auditors, provided that the majority is still made up of directors appointed by the Shareholders’ Meeting. The replacement is made by appointing, in sequential order, individuals drawn from the list to which the outgoing director belonged, provided they are still eligible and willing to accept the position. Replacement procedures must in any case ensure the presenc e of the necessary number of directors that meet the independence requirements and compliance with the applicable regulations in force concerning gender balance. The directors appointed in this way will remain in office until the next Shareholders’ Meeting .

If, due to resignation or other causes, the majority of the directors appointed by the Shareholders’ Meeting cease to hold office, the entire Board of Directors will be dissolved and a Shareholders’ Meeting for the appointment of the new Board of Directors must be urgently called by the directors remaining in office.

If all directors cease to hold office, the Shareholders’ Meeting for the appointment of the Board of Directors must be urgently called by the Board of Statutory Auditors, which may, in the meantime, perform routine management activities.

With regard to information on the role of the Board of Directors and board committees in the processes of self -

assessment, appointment and succession of directors, see Section 7 of this Report.

4.3 COMPOSITION (under Article 123 -bis (2)(d) and (d -bis) of the Italian Consolidated Law on

Finance)

Members of the Board of Directors The Board of Directors in office as of the Report Date was appointed by the Shareholders’ Meeting of 27 April 2023.

Specifically, the Shareholders’ Meeting held on that date resolved to set (i) the number of members of the Board of Directors at seven, and (ii) the term of office of the new Board of Directors at three years (i.e. until the date of approval of the financial statements for the financial year ended 31 December 2025).

The Board of Directors was appointed by applying the list voting system envisaged in the By -laws.

Specifically, of the seven members of the Board:

(i) six directors were elected from the list submitted by GC Holding S.p.A.1 (“BoD List 1”), which as of the date of submission of the list held 33,222,000 ordinary shares of the Company, equal to 62.68% of the share capital and ranked first in terms of number of votes2;

(ii) the remaining director was elected from the list submitted by Giorgio Armani S.p.A.3 (“BoD List 2”), which as of the date of submission of the list held 2,644,700 ordinary shares of the Company, equal to 4.99% of the share capital and ranked second in terms of number of votes4.

No director was elected from the list submitted by shareholders Arca Fondi Sgr S.p.A. (fund manager: Fondo Arca Economia Reale Equity Italia, Fondo Arca Economia Reale Opportunità Italia and Fondo Arca Azioni Italia) and BancoPosta Fondi S.p.A. SGR (manage r of the Bancoposta Rinascimento fund), Eurizon Capital SGR S.p.A. (manager of the Eurizon Pir Italia -Eltif fund) and Mediolanum Gestione Fondi Sgr S.p.A.

1 Comprising Giovanni Costantino, Antonella Alfonsi, Filippo Menchelli, Gianmaria Costantino, Marco Carniani, Fulvia Tesio and Massimo Bianchi.

2 The list obtained 33,422,000 votes in favour, representing 73.92% of the voting participants.

3 Comprising Laura Angela Tadini.

4 The list obtained 8,469,700 votes in favour, representing 18.733% of the voting participants.

23 (manager of the Mediolanum Flessibile Futuro Italia and Mediolanum Flessibile Sviluppo Italia funds)5, together holding, as of the date of submission of the list, 1,458,729 ordinary shares of the Company, equal to 2.75232% of the share capital and ranked third in terms of number of votes6.

On 7 June 2024, Mr Filippo Menchelli resigned as a member and Chair of the Board of Directors. Article 14 of the By -laws states that an outgoing director shall be replaced by co -opting an eligible candidate from the same list to which the resigning directo r belonged. However, Mr Massimo Bianchi stated that he was not available to hold the position due to unforeseen commitments; therefore, on 9 June 2024, the Board of Directors co-opted Ms Simona Del Re as a member and Chair, whose appointment was confirmed by the Shareholders’ Meeting of 1 July 2024.

On 6 November 2024, Ms Simona Del Re resigned as a member and Chair of the Board of Directors with effect from 12 November 2024, the date on which the Board co -opted Mr Filippo Menchelli as member and Chair.

On 27 February 2026 Mr Filippo Menchelli, Mr Marco Carniani and Ms Laura Angela Tadini resigned with immediate effect from their respective positions as member and Chair, member and Deputy Chair and member of the Board of Directors. On the same date, the B oard of Directors unanimously resolved to elect Giovanni Costantino as Chair of the Board of Directors.

On 6 March 2026 the Board of Directors co -opted Mr Pietro Smeriglio as a member of the Board of Directors.

On 27 April 2026 the Shareholders’ Meeting redetermined the number of members of the Board of Directors at five and confirmed the appointment of Mr Smeriglio.

On 20 July 2026 Chief Executive Officer Giovanni Costantino and Director Gianmaria Costantino resigned as directors of the Company. Subsequently, on 21 July 2026 Director Pietro Smeriglio also resigned from the same office. Under Article 14.2 of the By -laws and Article 2396 undecies, paragraph two, of the Italian Civil Code, the resignations of the above -mentioned Directors caused the entire Board of Directors to cease to hold office. It continues to operate on an interim basis until the new Board is appoin ted.

For more information, see Section 15 of this Report.

The composition of the Company’s Board of Directors as at the end of the Financial Year is as follows:

Name and surname Office List Filippo Menchelli Chair(**) (****) Marco Carniani Deputy Chair(***) BoD List 1 Giovanni Costantino Chief Executive Officer(**) BoD List 1 Gianmaria Costantino Director(***) BoD List 1 Fulvia Tesio Director(*) (***) BoD List 1 Antonella Alfonsi Director(*) (***) BoD List 1 Laura Angela Tadini Director(*) (***) BoD List 2 (*) Director meeting the independence requirements set out in Article 148(3), of the Italian Consolidated Law on Finance, as refe rred to in Article 147 -ter (4), of the Italian Consolidated Law on Finance.

(**) Executive directors.

(***) Non-executive directors.

(****) Originally drawn from BoD List 1 and subsequently co -opted as described above.

As of the Report Date, the composition of the Company’s Board of Directors continuing to hold office on an interim basis is as follows:

5 Comprising Giulia Cavalli and Pietro Cordova.

6 The list obtained 3,321,991 votes in favour, representing 7.347% of the voting participants.

24 Name and surname Office List Giovanni Costantino Chair and Chief Executive Officer(**) BoD List 1 Gianmaria Costantino Director(***) BoD List 1 Pietro Smeriglio Director(***) (****) Fulvia Tesio Director(*) (***) BoD List 1 Antonella Alfonsi Director(*) (***) BoD List 1 (*) Director meeting the independence requirements set out in Article 148(3), of the Italian Consolidated Law on Finance, as refe rred to in Article 147 -ter (4), of the Italian Consolidated Law on Finance.

(**) Executive directors.

(***) Non-executive directors.

(****) Co-opted as described above.

In accordance with the principles set out in Article 2 of the CG Code, as of the Report Date, the Board of Directors comprises executive and non -executive directors, all of whom have the professional qualifications and skills appropriate to the duties assi gned to them. With specific reference to non -executive directors (a significant proportion of whom meet the independence requirements required by law), the Issuer considers them, given their number and diverse professional, administrative and management ex perience, able to contribute specialist and relevant expertise, both in terms of scope and professional skills, to help the board make careful and accurate assessments as part of its decision -making process. It is therefore considered that the non -executiv e directors have a significant influence in the Board’s resolutions, ensuring effective oversight of management.

All members of the Board of Directors meet the integrity requirements set out in Article 2 of Italian Minister of Justice Regulation no. 162/2000, as referred to in Article 147 -quinquies of the Italian Consolidated Law on Finance, and do not fall under any of the conditions of ineligibility or disqualification set out in Article 2382 of the Italian Civil Code.

In accordance with current regulations, the Board comprises two independent directors pursuant to the Italian Consolidated Law on Finance and the Code.

Note that on 21 March 2024, 12 November 2024, 14 March 2025 and 31 July 2026, the Board of Directors assessed the existence of the independence requirements set out in Article 147 -ter (4), of the Italian Consolidated Law on Finance (which refers to Article 148(3), of the Italian Consolidated Law on Finance) and Article 2 of the CG Code for the independent directors Laura Angela Tadini, Antonella Alfonsi and Fulvia Tesio.

With regard to the assessment of the independence of its members, the Rules of the Board of Directors provide that the Board, in order to identify any relationships that might compromise their independence of judgement, evaluates the independence of its no n-executive members based on the information provided by them:

(i) after appointment;

(ii) during the term of office upon the occurrence of circumstances relevant to independence; and, in any

case,

(iii) annually, when reviewing the draft financial statements for the financial year to be submitted to the Shareholders’ Meeting for approval.

For the purposes of assessing independence, the Board may, in addition to the circumstances that compromise or appear to compromise a director’s independence as expressly set out in the CG Code, consider any additional aspects deemed useful and appropriate in relation to the specific situations concerning each director. The Board may adopt additional or partially different criteria that prioritise substance over form.

On 10 September 2024, the Board of Directors approved the Policy on quantitative and qualitative criteria for the evaluation of independence requirements pursuant to Recommendation 7 of the Code.

25 If an independent director no longer meets the independence requirement, the director will not be disqualified, without prejudice to the obligation to notify the Board of Directors immediately, if the requirements continue to be met by the minimum number o f directors.

The composition and structure of the current TISG Board of Directors, as well as that of the board committees, are detailed in Table 2 and 3 in the appendix to the Report. For changes in the composition of the Board of Directors between the end of the Financial Year and the Report Date, see Section 15 of this Report.

The members of the Board of Directors are all domiciled for the purposes of their office at the Company’s headquarters.

Below is a brief CV of each director, outlining their skills and experience in business management.

Giovanni Costantino, born in Taranto on 17 October 1963. In 1982 he started his career as a businessman in the building and customised furniture sector. In 1997 he joined the multinational company Natuzzi S.p.A., where for 11 years, until mid -2008, he contributed to the group’s growth in the role of General Mana ger, gaining broad and diverse experience. In 2009, Giovanni Costantino began his career in shipbuilding with the acquisition, through GC Holding S.p.A., of the Tecnomar brand. In 2011 he acquired the Admiral brand. In 2012, in response to the growing mark et demand for large yachts, GC Holding S.p.A. acquired Nuovi Cantieri Apuania S.p.A., a company in which Giovanni Costantino served as Chair of the Board of Directors. In 2020 Giovanni Costantino established TISG and has served as its Chief Executive Offic er since then. The Company’s listing on Euronext Milan, a regulated market organised and managed by Borsa Italiana, followed in 2021.

Gianmaria Costantino, born in Mercato San Severino (Salerno) on 8 May 2001. Gianmaria Costantino graduated in International Economics and Finance from Università Commerciale Luigi Bocconi (Bocconi University). After gaining experience in the financial sector, he then oversaw the Issuer’s IPO process. Former Chair of the Board of Directors of GC Holding S.p.A., the majority shareholder of TISG, Mr Gianmaria Costantino has supported the Company’s management on str ategic -commercial projects, gaining interdepartmental experience within the business.

Pietro Smeriglio, born in Cosenza on 31 August 1960 and founder of Studio Legale Smeriglio, based in Salerno, has over 30 years’ experience advising and providing legal assistance to companies and public bodies in court and out -of-court matters. He focuses specifically on civil and commercial law, commercial contracts, corporate transactions and complex litigation. He has assisted operators in the transport, logistics, insurance, energy and services sectors and is also active in privacy (GDPR), mediation an d arbitration matters.

Antonella Alfonsi, born in Civitavecchia on 7 April 1967. Antonella Alfonsi is a lawyer with a law degree from La Sapienza University of Rome and a Master of Laws (LLM) in Corporate and Commercial Law from University College London. Her education and professional experience has focused on corporate law, M&A and c ommercial law, and she has gained specific expertise in the area of corporate governance. She has also spoken at numerous conferences and events, mainly on topics of corporate governance, corporate law and regulatory compliance (including in the banking an d finance sector). From 2007 to 2018, Ms Antonella Alfonsi was managing partner of Studio Legale Associato – Deloitte.

Fulvia Tesio, born in Turin on 17 December 1967. Ms Fulvia Tesio holds a degree in Economics and Business from the University of Turin and has been a chartered accountant and auditor since 2001. From 1996 to 1998, she worked at the European Training Founda tion, a European Community agency, as a Financial Assessor.

From 1998 to 2008, she worked with Studio Dante & Associati in Turin. From 2008 to 2009, she worked as a tax and corporate consultant at Fenera Holding Group. In 2009 she founded her own professio nal firm of Chartered Accountants, which since 2012 has been part of the WCT Corporate Advisors network, now Baker Tilly WCT Advisors Dottori Commercialisti, where she provides ordinary and extraordinary consultancy to companies in corporate, tax and corpo rate governance matters; she also works as of counsel at Studio Dante & Associati in Turin. Ms Tesio specialises in business valuations in the context of M&A transactions, court -

26 appointed expert consultations and extraordinary operations. She also holds positions as independent auditor and statutory auditor and is a strategic advisor to international innovative start -ups working alongside venture capital companies and investment f unds. Finally, Ms Tesio has collaborated with several working groups at the Association of Chartered Accountants of Turin. Independent director Fulvia Tesio served as Chair of the Board of Statutory Auditors from 2010 to 2014 at GC Holding S.r.l. and as th at company’s sole statutory auditor from 2015 to 2018.

For more information on the lists submitted for the appointment of the Board of Directors, as well as to access the full CVs of the directors, see the Issuer’s website https://investor.theitalianseagroup.com/ , in the “Corporate Governance ”/“Shareholders’ Meeting ” section.

For changes in the composition of the Board of Directors between the end of the Financial Year and the Report Date, see Section 15 of this Report.

A description of the composition and diversity of the governing body is also provided in the “Board of Directors” paragraph in the “Governance Structure” section of the Consolidated Sustainability Report. In this regard, note that the TISG Board of Directors comprises figures with different professional qualifications who, as of the Report Date, cover the role of manager of the Group – such as the Chief Commercial Officer Gianmaria Costantino – or carry out activities, in listed and non -listed companies, which, although not rel ated to TISG’s sector of activity, allow them to provide a valuable contribution at each board meeting.

In order to facilitate the updating and development of skills in sustainability matters, the Audit, Risk and Sustainability Committee periodically checks the progress of work with the help of the technical consultant in charge of supporting the Company. Mo re information on this can be found in the “Board of Directors” paragraph in the “Governance Structure” section of the Consolidated Sustainability Report.

For information about:

- the representation of employees and other workers, see the "Own Workforce"/"Metrics” paragraph in the “Social Information” section of the Consolidated Sustainability Report;

- the experience relating to the sectors, products and geographical areas of the company, see the "Strategy, business model and value chain" section of the Consolidated Sustainability Report;

- the percentages broken down by gender and other aspects of diversity that the company takes into account, see the "Governance Structure" section and the "Own Workforce"/"Metrics” paragraph in the "Social Information” section of the Consolidated Sustainabil ity Report;

- the number of Board members with and without executive positions and the percentage of independent directors, see the "Board of Directors" paragraph in the "Governance Structure" section of the Consolidated Sustainability Report.

Diversity criteria and policies for the composition of the Board and company organisation Taking into account the structure and size of the Company, the qualitative and quantitative composition of the Board of Directors, which ensures sufficient diversification in terms of skills, age, experience, including international experience, and gender, as well as the related ownership structure and the list voting system envisaged in the By -laws, which in turn ensures a transparent appointment procedure and a balanced composition of the governing body, the Board of Directors did not consider it necessar y to adopt diversity policies in relation to the composition of the administration and management bodies with regard to aspects such as age, gender composition and educational and professional background.

In particular, with regard to the composition of the Board of Directors, the Company considered the diversity criteria envisaged by current legislation and the Code, including those regarding gender. In fact, the current composition of the Board of Directo rs reflects the gender balance provisions as most recently amended by Italian Law no. 160 of 27 December 2019, given that two fifths of the directors belong to the least represented gender.

27 On 24 January 2023, in line with the values of integrity and accountability and the guidelines in the Code of Ethics, the Board of Directors approved the Issuer’s “Diversity and Inclusion Policy”, which outlines the procedures and principles aimed at prote cting and supporting diversity and inclusion by the Group for all its stakeholders.

This policy, echoing what is already envisaged in the GC Holding S.p.A. Code of Ethics, which the Company adhered to, is guided by the main international references and standards, including, by way of example, the Universal Declaration of Human Rights, the Declaration on Fundamental Principles and Rights at Work, the fundamental Conventions of the International Labour Organization and the UN 2030 Agenda, with particular reference to Sustainable Development Goal 8 on gender equality and Goal 10 on reducing i nequalities.

The Group promotes respect for the dignity of others and does not tolerate discrimination of any kind – whether sexual, ethnic, religious, political, social, or otherwise – in accordance with the Code of Ethics. The Group is also committed to the creation of a healthy working environment that aims to promote the physical and psychological well -being and personal growth of the individual in the name of equal opportunities and mutual respect by aligning itself with international conventions and with the ILO D eclaration of Philadelphia, which states that “ all human beings, irrespective of race, creed or sex, have the right to pursue both their material well-being and their spiritual development in conditions of freedom and dignity, of economic security and equal opportunity ”.

Within this framework, the Group has committed itself to: i) eliminating any form of discrimination; ii) promoting equal opportunities and reducing the gender pay gap; and iii) creating an inclusive working environment. In addition, the Group’s selection a nd recruitment processes as well as career paths within the Group are based on the actual skills and characteristics of individuals and on merit.

Any violation of the above -mentioned policy can be reported to the Legal Affairs Department at the e -mail address affarilegali@admiraltecnomar.com , or via the mailbox located near the attendance terminal at the Company’s registered office.

A description of the composition and diversity of the governing body is also provided in the “Board of Directors” paragraph in the “Governance Structure” section of the Consolidated Sustainability Report.

More information on the policies aimed at eliminating discrimination and promoting equal opportunities and other solutions in support of diversity and inclusion adopted by the Company can be found in the “Policies” paragraph in the “Social Information” sec tion of the Consolidated Sustainability Report.

Maximum number of positions held in other companies Given that the Issuer does not fall into the “large companies” category as defined in the Code, the Board of Directors did not consider it necessary to define general criteria regarding the maximum number of directorships and auditing positions in other co mpanies that can be considered compatible with the effective performance of the role of director of the Company.

Nonetheless, each candidate for the office of director shall assess in advance, at the time of accepting the office in the Company and regardless of the limits established by laws and regulations on the number of positions, the ability to effectively perfo rm the assigned tasks with due care, taking into consideration the overall commitment required by the offices held externally to the Issuer.

Each director is also obliged to inform the Board of any directorships or auditing positions accepted in other companies in order to fulfil disclosure obligations under applicable laws and regulations.

Considering the positions held by its members in other companies, the Company’s Board of Directors considers that the number and quality of the positions held do not interfere and are therefore compatible with the effective performance of the office of dir ector of the Company. This is without prejudice to the right of the Board of Directors to make a different, reasoned assessment, which will be published in the Annual Report on Corporate Governance and Ownership Structures and adequately justified therein.

28 4.4 OPERATION OF THE BOARD OF DIRECTORS (under Article 123 - bis (2)(d) of the Italian Consolidated Law on Finance) The operating procedures of the Board of Directors are governed by the By -laws and the Rules of the Board of Directors adopted on 12 July 2021 in accordance with Recommendation 11 of the CG Code.

The purpose of these Rules is to govern the operating procedures of the Company’s Board of Directors, including the procedures for taking minutes of meetings and the procedures for managing the provision of information to directors, in compliance with curr ent laws, regulations and by -laws, as well as in light of the principles and criteria established by the Code.

Pursuant to Article 17 of the By -laws, as a rule the Board meets – including outside the registered office – at least once every three months and whenever the Chair deems it appropriate, as well as when at least two directors or a director to whom powers h ave been delegated submit a written, reasoned request. The Board of Directors can also be called by at least one statutory auditor, with prior notification to the Chair.

The Board is called by the Chair through written notice, accompanied by all relevant information for resolution, and sent at least three days in advance – or, in cases of urgency, at least one day in advance – before the date set for the meeting, by regist ered letter with acknowledgement of receipt, certified or ordinary e -mail, or any equivalent means, provided that proof of receipt is obtained in the latter case. The Board of Directors shall be deemed duly constituted, even in the absence of a formal noti ce, if all its members and the regular members of the Board of Statutory Auditors are present.

The Board can also meet via audio conference and/or video conference, provided that all participants can be identified by the Chair and by the other participants, that they are able to follow the discussion, to participate in real time in the discussion of the items on the agenda, and to receive, send or view documents.

For the Board’s resolutions to be valid, a quorum consisting of a majority of its current members is required.

Resolutions are adopted by an absolute majority of those present.

Board meetings are chaired by the Chair of the Board of Directors, who sets the agenda, oversees the proceedings, and ensures that directors receive adequate information on agenda items in a timely manner. If the Chair is absent, the meetings are chaired b y the Deputy Chair or, in the latter’s absence, by another director designated by the Board.

The Rules of the Board of Directors state, among other things, that directors shall act and make decisions with full knowledge of the facts, independent judgement, and autonomy, prioritising the overall interests of the Company with the primary aim of crea ting value for shareholders in the medium to long term.

The timeliness and completeness of pre -meeting information are ensured by: (i) a regular flow of information between the delegated bodies and the Board of Directors, and (ii) the Secretary of the Board of Directors, who provides accurate, clear, and comprehensive information well in advance of Board meetings to enable directors to perform their roles in an informed manner.

Under Article 15 of the By -laws, the Board can establish an executive committee and/or other committees with different functions and tasks, stipulating their composition and mode of operation. The Board of Directors can also appoint one or more general man agers.

In addition, under the Rules of the Board of Directors, directors accept the office if they believe they can devote the necessary time to the diligent performance of their duties, also taking into account the commitment to their work and professional activ ities and the number of positions they hold in other companies or entities (including foreign ones).

A member of the Board of Directors who, either on their own behalf or on behalf of third parties, has an interest in a particular transaction of the Company must promptly and fully inform the other directors and the Board

29 of Statutory Auditors of the nature, terms, origin and extent of that interest. If the member is the Chief Executive Officer, the latter must refrain from carrying out the transaction and refer it to the Board.

The Rules of the Board of Directors also specify that the Board resolutions should be recorded in minutes signed by the Chair of the meeting and the Secretary. The minutes should adequately record any objections expressed by the members of the Board of Dir ectors on individual topics and their reasons.

The Rules of the Board of Directors also stipulate that for the organisation of its work, the Board of Directors should be supported by the Secretary of the Board, for whose role and functions see the next Section.

If deemed useful or appropriate in relation to the matters to be discussed, the Chair may, also upon the request of one or more directors, invite the Company’s executives responsible for the relevant corporate functions to attend Board meetings to provide appropriate in -depth information on the items on the agenda.

Based on the items on the agenda, the board committees report on their activities and their evaluations.

With regard to confidentiality, the Rules of the Board of Directors specify that all members of the Board of Directors and the Board of Statutory Auditors are required to keep confidential the documents and information acquired in the performance of their duties and to comply, even after their term of office has expired – without prejudice to the obligations imposed by law and by judicial and/or supervisory authorities – with the procedures adopted by the Company for the internal management and external com munication of such documents and information.

Lastly, the Rules of the Board of Directors state that at least once every three years – prior to each renewal – the Board must undergo a self -assessment to evaluate the effectiveness of its activities. This assessment should also cover the actual function ing of the Board and its committees, their size and composition, and the contribution of each director, taking into account the professional characteristics, experience, gender and tenure of its members.

On a case -by-case basis, the Chair assesses whether the Company should be assisted by an independent external consultancy firm to carry out this activity. The Chair also ensures that the self -assessment process is carried out effectively, that the way it i s conducted is consistent with the degree of complexity of the Board’s work and that corrective measures are taken to address any shortcomings identified.

During the Financial Year, the Board met 17 times, with the regular attendance of the members of the Board of Directors and the Board of Statutory Auditors.

The meetings lasted on average about one hour and were duly minuted.

The percentage attendance at these meetings by Board members since their respective appointments took effect was as follows: Filippo Menchelli 100%, Giovanni Costantino 100%, Marco Carniani 100%, Gianmaria Costantino 100%, Fulvia Tesio 100%, Antonella Alfo nsi 94.1% and Laura Angela Tadini 88.2%.

In light of the above, the Company believes that the directors dedicated adequate time during the Financial Year to perform their duties at TISG.

The Chair of the Board of Directors ensured that the documents relating to the items on the agenda were brought to the attention of the directors and auditors well in advance of the meeting date. The timeliness and completeness of pre -meeting information a re ensured by the continuous sharing of documentation.

During the 2026 financial year and up to the Report Date, the Board of Directors met 12 times – namely on 18 February 2026, 26 February 2026, 6 March 2026, 18 March 2026 (two meetings), 27 March 2026, 13 April 2026, 21 May 2026, 19 June 2026, 30 June 2026, 21 July 2026 and 31 July 2026 – and at least two further meetings are planned before the end of the financial year.

For more information see Table 2 in the appendix.

30 The Board of Directors, subject to the mandatory opinion of the Board of Statutory Auditors, appoints the Financial Reporting Manager responsible for drafting the company’s accounting documents, pursuant to Article 154 -bis of the Italian Consolidated Law on Finance, granting the Financial Reporting Manager adequate means and powers to perform the assigned tasks.

4.5 ROLE OF THE CHAIR OF THE BOARD OF DIRECTORS

Chair of the Board of Directors At its meeting on 27 February 2026, the Board of Directors unanimously resolved to elect Giovanni Costantino as Chair of the Board of Directors to replace Filippo Menchelli, who had resigned, and also assigned him the powers previously granted to Mr Menche lli, except for the role of employer.

As of the Report Date, the Chair of the Company’s Board of Directors is also the person with primary responsibility for managing the company (chief executive officer) and holds the office of Chief Executive Officer. As envisaged by the Rules of the Board o f Directors, the Chair plays the role of liaison between the executive and non -executive directors and ensures the effective operation of the governing body.

The Chair calls the Board of Directors, sets its agenda, plans and coordinates its work and activities, and ensures that all of the directors receive adequate information on the items on the agenda. In particular, in compliance with the provisions of the C ode and under the Rules of the Board of Directors, the Chair, with the support of the Secretary of the Board, ensures:

a) the timeliness and completeness of the pre -meeting information and that this and additional information provided at meetings is adequate to enable directors to perform their role in an informed manner;

b) that the activities of the board committees with investigative, recommendatory and advisory functions are coordinated with the activities of the Board of Directors;

c) that, in agreement with the Chief Executive Officer, the executives of the Company and those of the Group companies responsible for the relevant corporate functions attend Board meetings, including at the request of individual directors, to provide appropr iate details on the items on the agenda. Specifically, during the Financial Year, the investor relator function attended the Board meetings; and d) that all members of the governing and control bodies may participate, after their appointment and during their term of office, in initiatives aimed at providing them with an adequate knowledge of the business sectors in which the Company operates, of corpo rate dynamics and their evolution, including with a view to the sustainable success of the Company itself, and of the principles of proper risk management and of the relevant legislative and regulatory framework.

The Chair formulates – in agreement with the CEO – proposals for the adoption or amendment of the Shareholder Engagement Policy. The Chair is also responsible for ensuring that the Board of Directors is informed, at the earliest possible meeting, about the developments and significant content of the dialogue held with the Shareholders.

As part of the Board of Directors’ self -assessment process, which takes place at least every three years, the Chair will ensure its adequacy and transparency with the support of the Appointments and Remuneration Committee.

With regard to the expertise and capabilities of the governing, management and control bodies on sustainability matters or access to such expertise and capabilities, see the “Board of Directors” paragraph in the “Governance Structure” section of the Consolidated Sustainability Report.

Board Secretary

31 The Rules of the Board of Directors specify that the Secretary, appointed by the Board on the recommendation of the Chair, will provide support in organising its work.

In this regard, note that, in accordance with Recommendation 18 of the CG Code, Mr Enrico Filippi was appointed Secretary at the meeting of 28 February 2025.

The Secretary supports the work of the Chair and provides impartial assistance and advice to the Board of Directors on all aspects relevant to the proper functioning of the corporate governance system.

In particular, the Secretary assists the Chair in activities related to the proper functioning of the Board of Directors and provides the directors with impartial assistance and legal advice (with the support of external consultants, if necessary) on corpo rate governance issues and in relation to their rights, powers, duties and obligations to ensure the proper exercise of their powers.

The Secretary may be either an employee of the Company or external to the Company itself; when considered appropriate, the Secretary may also be a member of the Board of Directors.

In any case, the Secretary must have the necessary professional qualifications and exercise independent judgement, as well as having adequate experience in the role of Secretary at the Company or in the corporate secretariat of listed companies, or have pa rticipated in the board and governance activities of other listed companies. A description of the composition and diversity of the governing body is also provided in the “Board of Directors” paragraph in the “Governance Structure” section of the Consolidated Sustainability Report.

In the event of the Secretary’s absence, the Board shall appoint a replacement on a case -by-case basis.

The person identified by the Board of Directors to act as Secretary shall also perform the same duties within the executive committee, if established.

During the Financial Year, the Secretary supported the activities of the Chair and provided impartial assistance and advice to the governing body on every aspect relevant to the proper functioning of the corporate governance system.

4.6 EXECUTIVE DIRECTORS

Chief Executive Officers Pursuant to the law and the By -laws, the Board can delegate its powers to an executive committee comprising some of its members or to one or more of its members.

On 12 November 2024, the Board of Directors resolved to grant Chief Executive Officer Giovanni Costantino the power to:

1. exercise voting rights in the name and on behalf of the Company at Ordinary and Extraordinary Shareholders’ Meetings of the companies in whose share capital TISG holds a stake;

2. apply for and grant loans and financing to affiliated companies within the limit of EUR 1,000,000.00 or resulting in a total annual indebtedness of up to EUR 30,000,000.00;

3. enter into loan agreements within the limit of EUR 4,000,000.00 per transaction or resulting in a total annual indebtedness of up to EUR 30,000,000.00;

4. acquire or sell, including through licensing, industrial property rights for trademarks, patents, inventions, industrial designs and certification marks, up to an asset value limit of EUR 500,000.00;

5. lease secondary offices, branches, office spaces, warehouses, storage facilities, agencies, and other premises related to the Company’s business activities;

6. lease or sublease to third parties premises for civil and industrial purposes, as well as machinery, equipment, installations, and similar assets;

32 7. enter into consultancy and service agreements;

8. dispose of or lease business branches, including any related rights of enjoyment related to assets or parts of assets under state concession, also being able to assume obligations and arrange for third parties to take over – either temporarily or permanent ly – the same state concessions, carrying out all preparatory or consequential activities (including delegating such activities to third parties, if necessary);

9. represent the Company before judicial and administrative authorities in any lawsuit, procedure, including arbitration, or proceedings, whether judicial or extrajudicial, with the broadest powers, including, but not limited to, the power to conciliate and s ettle, collect sums, and, more specifically, to provide formal testimony, take supplementary oaths, give informal testimony, and participate in

conciliation attempts;

10. establish, amend and cancel instruments involving mortgages, pledges, liens, attachments and other similar encumbrances against third parties in favour of the Company;

11. carry out all activities relating to safe -deposit boxes established or to be established with credit

institutions;

12. open bank accounts;

13. agree and define credit lines with credit and financial institutions, provided that each individual transaction does not exceed EUR 20,000,000.00 or result in a total annual indebtedness exceeding EUR

60,000,000.00;

14. sign requests for approval and foreign exchange -free approvals for temporary and permanent import and export issued by the Bank of Italy and agent banks on behalf of the Company;

15. act to protect the Company’s interests before expert and arbitration boards;

16. request security deposits and/or sureties from third parties on behalf of the Company for:

a. participation in tenders, bids, calls for proposals, contracts, or competitions for the execution of works covered by sales contracts;

b. collections and advances from customers;

c. other reasons related to the performance of the Company’s activities;

d. tax refunds;

17. request and receive from third parties sums as a security deposit against the price of a future sale;

18. make and withdraw security deposits from ministries, public deposit offices, deposit and loan banks, regional revenue offices, customs and municipal offices, provinces, regions and any other public or private office or entity, including for basic utilities (telephone, telex, electricity, etc.) or supplies of goods and services (engines, moulds, models, designs, containers, furniture, furnishings, etc.);

19. assign receivables as security to banks;

20. collect receivables for any amount on behalf of the Company;

21. collect on behalf of the Company: bank cheques, banker’s drafts, promissory notes, bills of exchange, money orders, and other negotiable instruments, issuing receipts for them;

22. order payments, issue and endorse bank cheques, money orders and other credit instruments, make withdrawals from active and overdrawn bank accounts within the available credit limits, and withdrawals from postal accounts within the available credit limits;

33 23. sign any declarations (document, appeal, or formality) required by tax regulations and represent the Company before any financial office of the public administration, as well as before tax dispute bodies at any level and in any jurisdiction;

24. pay and negotiate taxes, duties and contributions, accepting or rejecting assessments and refunds, and carry out all necessary actions to ensure accurate tax assessments;

25. collect parcels, letters, including registered and insured letters from post offices, national railways, transport companies and customs, collecting goods and submitting claims and complaints for any reason or cause whatsoever, and initiating claims for da mages and requesting compensation;

26. carry out any transaction with the vehicle registration office;

27. sign company correspondence;

28. purchase, sell and exchange boats and motor vehicles, completing formalities with public registers or other relevant offices where necessary, as well as plant, machinery and related accessories, equipment, furnishings, calculating machines and vehicles, up to EUR 6,000,000.00 for each transaction;

29. purchase goods, raw materials, semi -finished products, finished products and services within the scope of the Company’s business, committing the Company to all rights and obligations that may arise, and entering into the relevant purchase, exchange, supply , consultancy, agency or intermediation contracts,

among others;

30. enter into contracts with insurance companies and institutions, signing the relevant policies and having the authority to deal with any matters related to the settlement of claims or compensation;

31. grant or accept commissions, agency appointments and representations, including on an exclusive basis, entering into the relevant contracts and ensuring their periodic update;

32. enter into storage and shipping contracts, including maritime shipping, agreeing on terms and

conditions;

33. issue certifications and statements for income reporting to social security and welfare institutions, as well as to other public bodies, in relation to employment relationships with executives;

34. arrange for the payment of periodic salaries for executive employees, as well as the related contributions and statutory obligations;

35. sell and export, including through ongoing contracts, company products, establishing terms and conditions with third parties, granting rebates and discounts, and signing the relevant documents up to a limit of EUR 1,000,000.00 for each individual transacti on;

36. sell raw materials and semi -finished products of the Company’s production process;

37. sell scrap, waste and processing residues;

38. sign the necessary documents for the Company’s participation in tenders, contracts, auctions and bids with private companies or with local or regional public and governmental bodies or with any other public

sector organisation;

39. manage disputes and arbitrations, and settle litigation;

40. appoint business agents for individual acts or categories of acts within the limits of the powers conferred;

41. hire, promote and dismiss executives and modify their conditions of employment, as well as define the exact fulfilment of existing executive employment contracts at the Company, without prejudice to the exclusive responsibility of the Chair of the Board of Directors regarding all employees in matters of health, safety and accident prevention;

34 42. define and/or modify the duties of executive personnel; make decisions on any disciplinary measures, without prejudice to the exclusive responsibility of the Chair of the Board of Directors regarding all employees in matters of health, safety and accident prevention;

43. represent the Company at employment tribunals at all levels and instances, as well as in out -of-court, trade union, arbitration, and any other relevant forums, in disputes concerning employment and social security matters involving executive personnel, wit h all the broadest powers, including those to appoint and dismiss lawyers, attorneys, defence counsel and experts, to reconcile and settle disputes, ensure the enforcement of judgements, and take any other actions necessary and appropriate for the complete and effective resolution and settlement of such disputes involving executive personnel, including with specific reference to Articles 410, 411, 412, 412 bis, ter, quater and 420 of the Italian Code of Civil

Procedure;

44. enter into, amend and terminate collective labour agreements and other trade union agreements applicable to executive personnel;

45. purchase, sell, exchange and perform any form of transfer of real estate and/or land, including property forming part of building complexes or apartment blocks, including under state, civil or maritime concession, or subject to a planning agreement, up to a limit of EUR 2,000,000.00 for each individual transaction, with the right to delegate to third parties any activities that are functional or instrumental to the aforesaid real estate transfers;

46. represent the Company in place of or in the absence of the Chair, i.e.:

a. delegate global sales management, with responsibility for all sales activities of the offices in Italy and abroad, both in terms of costs and sales budgets, which will be defined at the beginning of each financial year and allocated across the various subs idiaries, countries and/or business

areas;

b. represent the Company in the performance of all negotiation activities necessary for the conclusion of sales contracts, up to a limit of EUR 2,500,000.00 for each individual transaction;

47. oversee sales prices and the resulting margins with monitoring of the budget allocated by the reference corporate function and verification of the conformity with technical specifications;

48. direct and coordinate client relationship management, managing each and every relationship and critical issues with the various shipping companies from the start of negotiations until delivery of the vessel, including the entire contractual warranty period ;

49. manage the successful completion of each payment by the shipping companies starting from the down payment, through each interim payment certificate, until final payment for delivery of the vessel;

50. strategic responsibility in the Company’s research and development innovations, providing input for both technical and design development to meet all market requirements;

51. coordinate, update and strategically share all decisions relating to marketing and communication aimed at the market as well as customers, partners, brokers etc.

Pursuant to Article 18.3 of the By -laws, the Chief Executive Officer is the legal representative of the Company before any administrative or judicial authority and third parties, and also holds signatory powers. The Chief Executive Officer can also appoint attorneys for the performance of specific acts and transactions or categories of acts and transactions, determining their powers and remuneration, if any.

Article 17.6 of the By -laws specifies that, pursuant to Article 150 of the Italian Consolidated Law on Finance and, in any case, any provision currently in force applicable to the Company, the directors must report at least quarterly to the Board of Statut ory Auditors on the activities carried out and on the most significant transactions – in terms of size or characteristics – performed by the Company or its subsidiaries; in particular, they report

35 on transactions in which they have an interest, on their own behalf or on behalf of third parties, or which are influenced by the party exercising management and coordination activities.

The Chief Executive Officer, Giovanni Costantino, qualifies as the principal person responsible for managing the company (chief executive officer) and also serves as Chair of the Board of Directors.

On 6 March 2026 the Board of Directors identified Mr Pietro Smeriglio as the employer for the purposes of Article 2(1)(b), of Italian Legislative Decree no. 81/2008 and granted him the related employer powers, with the power to subdelegate the specific ope rating functions envisaged by the applicable laws to a delegate.

Chair of the Board of Directors The Chair of the Board of Directors is also the person with primary responsibility for managing the Issuer (chief executive officer). The Chair is not a direct controlling shareholder of the Company but exercises indirect control over it through GC Holding S.p.A.

Executive committee (only if established) (under Article 123 -bis (2)(d), of the Italian Consolidated Law on

Finance)

During the Financial Year and up to the Report Date, the Board of Directors has not established an Executive Committee.

Information to the Board by the Directors/delegated bodies During the Financial Year, the delegated bodies reported periodically – at the meetings held on 14 March 2025, 12 May 2025 and 8 August 2025 – to the Board of Directors and the Board of Statutory Auditors on the operations performed in exercising the power s delegated to them, in a manner enabling the directors to express an informed opinion on the matters submitted to them from time to time.

Other executive directors Except as described in the preceding paragraph “Chief Executive Officers”, there were no other executive directors during the Financial Year and up to the Report Date.

The roles and responsibilities of the administrative, management and control bodies in overseeing the procedures for managing material risks, impacts and opportunities are illustrated in the “Double Materiality Analysis” and “Governance Structure” sections of the Consolidated Sustainability Report.

The expertise and capabilities of the administrative, management and control bodies on sustainability matters or access to such expertise and capabilities are described in the “Board of Directors” paragraph in the “Governance Structure” section of the Cons olidated Sustainability Report.

4.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR

Independent directors

As of the Report Date, the Board of Directors comprises five members, two of whom are independent directors, i.e. directors who meet the independence requirements set out in Article 148(3), of the Italian Consolidated Law on Finance, as referred to in Arti cle 147 -ter (4), of the Italian Consolidated Law on Finance and Recommendation 7 of the Code.

In particular, the directors Fulvia Tesio and Antonella Alfonsi meet the independence requirements.

In accordance with Recommendation 5 of the CG Code, the number and competencies of the independent directors are appropriate to the needs of the Company and the functioning of the Board, as well as the establishment of the relevant committees.

On 10 September 2024, the Board of Directors determined the quantitative and qualitative criteria for assessing the significance of relevant circumstances under the CG Code for evaluation of the independence of the

36 directors and auditors. Based on the quantitative criteria adopted, the following can be considered

“significant”:

- a relationship of a commercial, financial or professional nature – entered into during the year in which the statement of independence is made, or in the three previous years with respect to the date on which the statement is made – with the Company, its s ubsidiaries, or with its executive directors or top management, as well as with the party who controls the Company (including if control is exercised together with third parties through a shareholders’ agreement) or, if the parent company is a company or entity with the relevant executive directors or top management, if such relationships involve, or have involved, considered individually or cumulatively, a direct annual financial recognition in favour of the director or auditor of a value equal to or great er than a certain percentage (i) of the fixed compensation received annually by the same for the office and, with reference to directors, for any participation in committees (or bodies) established within the Board of Directors, or (ii) if the director or auditor indirectly maintains such relationships, for example, as a partner of a professional firm or a consulting firm, of the turnover (consolidated, where applicable) for the last year of such companies or professional

firms;

- the additional remuneration received by the director or auditor in the previous three financial years, if it exceeds a specified percentage of the annual compensation received by the director or auditor.

Based on qualitative criteria, in the event that the director or auditor is also a partner or shareholder of a consulting firm or professional firm, the relationships that may have an effect on the director or auditor’s position and role within the consult ing firm or professional firm or in any case related to significant transactions of the Company and the Group headed by it are also identified as significant, regardless of the quantitative parameters.

For the purposes of assessing the significance of the relationships, the Board of Directors may consider additional elements considered useful and/or appropriate that may affect the independence of the director or auditor.

In addition to the definition of these criteria, no further criteria were adopted beyond those envisaged by the Italian Consolidated Law on Finance and the Code.

The fulfilment of the independence requirements was verified by the Board of Directors following the appointment of the Board approved by the Shareholders’ Meeting of 27 April 2023 and, subsequently, on 10 May 2023, 21 March 2024, 12 November 2024, 14 Marc h 2025 and 31 July 2026. The results of the assessments were disclosed to the market as recommended by the Code.

Specifically, on 10 May 2023, the Board of Directors deemed Laura Angela Tadini and Fulvia Tesio to be independent, noting that (i) Laura Angela Tadini is an employee of a minority shareholder who, due to the stake held, is not a significant shareholder of the Company, and (ii) Fulvia Tesio had only occasional external consulting relationships with t he law firm that assisted the Company with the Board of Directors’ self -

assessment project; the amount paid to the law firm for the project, however, was small and insufficient to affect her independence.

During the assessment, the Board considered all available information, in particular that provided by the directors under review, and evaluated all circumstances that appear to compromise independence as identified by the Italian Consolidated Law on Financ e and the CG Code, also applying all the criteria set out in the Code with reference to the independence of directors.

The outcome of these assessments was positive and there were no exceptions or deviations from any of the requirements set out in the Code. As a result of these assessments, the current directors Laura Angela Tadini, Fulvia Tesio and Antonella Alfonsi were deemed to meet the aforementioned independence requirements.

37 The Board of Statutory Auditors verified the correct application of the assessment criteria and procedures adopted by the Board for assessing the independence of its members, and in particular of the new “Policy on quantitative and qualitative criteria for the assessment of independence requirements pursuant to recommendation 7(1) (C) and (D) of Article 2 of the Italian Corporate Governance Code”, approved by the Board of Directors on 10 September 2024.

Finally, note that the independent directors undertook to maintain independence during their term of office and, if necessary, to resign in the event that the independence requirements were no longer met; these circumstances did not occur during the Financ ial Year.

Lead Independent Director The Board of 25 July 2024 considered it appropriate, partly in order to obtain STAR status for the Company's ordinary shares, to appoint the director Antonella Alfonsi as Lead Independent Director, granting her the

following powers:

a) call, independently or at the request of other directors, the independent or non -executive directors at least once a year, to address issues of interest with respect to the functioning of the Board of Directors or corporate management, taking responsibilit y for chairing the meetings;

b) be, within the Board of Directors, the point of reference and coordination for the requests and contributions of the independent directors;

c) work with the Chair of the Board of Directors to ensure that the directors receive complete and timely

information;

d) perform any additional tasks that may be assigned from time to time by the Board of Directors, in particular on strategic issues and/or extraordinary transactions.

38

5. MANAGEMENT OF CORPORATE INFORMATION

With reference to the management of corporate information, the Board of Directors, on the recommendation of the Chair, in agreement with the Chief Executive Officer, adopted the following procedures in order to monitor access to and circulation of inside i nformation before it is disclosed to the public, as well as to ensure compliance with the confidentiality obligations envisaged by laws and regulations.

As of the Report Date ( i) the Inside Information Procedure regulating the management and disclosure of inside information, as well as the establishment and updating of the register of persons with access to inside information, and ( ii) the Internal Dealing Procedure regulating the fulfilment of internal dealing obligations, both approved by the Board of Directors on 18 February 2021, were in force.

For further information, see the text of the procedures available on the Issuer’s website https://investor.theitalianseagroup.com/ , in the “ Corporate Governance ”/“Documents, Policies and Procedures ” section.

39 6. BOARD COMMITTEES (under Article 123 -bis (2)(d) of the Italian Consolidated Law on Finance) Establishment of committees Pursuant to Principle XI and Recommendation 16 of the Code, the Board of Directors establishes internal committees with investigative, advisory and recommendatory functions, in relation to appointments, remuneration, control and risks.

In compliance with corporate governance requirements, in order to increase the effectiveness and efficiency of the Board of Directors, the latter established an internal Appointments and Remuneration Committee and an Audit, Risk and Sustainability Committe e, which was also assigned the function of Related Party Transactions Committee, as detailed below.

The composition of the committees was determined by taking into account the expertise and experience of their members, avoiding an excessive concentration of responsibilities.

For a description of the composition, functions, duties, resources and activities of the committees, see Sections 7.2, 8.2 and 9.2 of this Report.

The committee members are appointed and removed by resolution of the Board of Directors, which also appoints the committee Chairs.

The Board of Directors defines the committees’ tasks, taking into account the expertise and experience of their members.

In accordance with what is established by the Board of Directors at the time of appointment, the committees are composed of three non -executive and independent directors, who hold office until the expiry of the Board of Directors. The early termination of the Board of Directors for any reason whatsoever results in the immediate termination of the committees.

During the Financial Year and up to the Report Date, none of the functions recommended by the Code were assigned to the Board of Directors.

Operation of committees The committee operating procedures, including the procedures for taking minutes and those for the management of information provided to the member directors, the procedures for safeguarding the confidentiality of the data and information provided in such a way as not to prejudice the timeliness and completeness of the information, are governed by committee regulations.

The members of each committee shall meet collectively as often as the respective chairs deem it necessary or if the other two directors make a request in writing, and in any case as often as necessary to perform their duties, normally on the dates set out in the respective annual meeting calendars approved by the committees.

The documentation relating to the items on the meeting agenda shall be shared by e -mail to the addresses provided by the member directors, with sufficient advance notice on all occasion s where an in -depth analysis or opinion on the matter is requested by the Committee.

The committee meeting can be held anywhere, including at locations other than the Company’s registered office, in Italy or abroad, and also by audio conference or video conference provided that all participants are identifiable and are able to follow the m eeting and take part in the discussion.

The meeting is called by the chair or, on the chair’s instructions, by the committee secretary, by communication sent at least three days before the date set for the meeting or, in urgent cases, at least one day before.

The notice of meeting must specify the place, date and time of the meeting, as well as a list of the items to be discussed.

The meetings are chaired by the chair of the committee or, in the event of the chair’s absence or incapacity, by another member of the committee appointed for the purpose by those present.

40 For the committee to be duly convened and for its resolutions to be validly passed, it is necessary that a majority of its serving members are present. In the absence of formal notice of a meeting, all serving members of the committee must be present. The committee members shall act collectively and resolve on their resolutions by majority vote.

The work of the committees is coordinated by the respective chairs and involves the Chair of the Board of Statutory Auditors or another auditor appointed by the Chair; however, other auditors can also participate.

The committees can have access to the corporate functions and information necessary to perform their tasks, and can make use of external consultants, adequately bound by the necessary confidentiality, under the terms established by the Board of Directors.

Non-members of the committees can therefore attend committee meetings at the invitation of the committee, with reference to individual items on the agenda.

The minutes of the resolutions passed are drafted by the committee secretary and signed by the latter and all directors attending the meeting. The directors, if absent, may sign the minutes for acknowledgement of receipt.

The book of meetings and resolutions of the Audit, Risk and Sustainability Committee is maintained by the committee chair, while that of the Appointments and Remuneration Committee is maintained by the committee secretary.

The chairs of each committee report to the earliest possible Board of Directors on the meetings held by the relevant committee.

The chairs of each committee report to the Board, according to the timetable specified in their respective regulations, on the activities carried out by the committee.

The directors who are members of the committees must observe the strictest confidentiality and secrecy with regard to all data, information and reports provided and discussed in connection with their work and undertake not to disclose them in any way or to issue statements and/or declarations concerning their work.

Additional committees (other than those envisaged by law or recommended by the Code) The Board did not consider it necessary to establish committees other than those mentioned in the previous paragraph.

41

7. SELF -ASSESSMENT AND SUCCESSION OF DIRECTORS – APPOINTMENTS AND

REMUNERATION COMMITTEE

7.1 SELF -ASSESSMENT AND SUCCESSION OF DIRECTORS

Pursuant to Principle XIV of the Code, the Board periodically evaluates the effectiveness of its activities and the contribution made by its individual members through formalised procedures whose implementation it oversees.

In particular, in compliance with the provisions of Recommendation 22 of the Code, the Board – at least every three years – carries out a self -assessment to evaluate the effectiveness of the activities of the Board of Directors and of the board committees and expresses an opinion on their size, composition7 and operations, also considering the role played by the Board in defining strategies and monitoring management performance and the adequacy of the Internal Control and Risk Management System.

As part of the self -assessment, the Company may rely on the support of an external consultant.

Following the self -assessment, the Board of Directors identifies any necessary or appropriate corrective actions.

Since the date of admission to trading on Euronext Milan of TISG’s shares, the self -assessment was carried out only once in March 2023 with reference to the financial year 2022.

This assessment process, which took place in March 2023, was carried out by submitting an anonymous questionnaire with closed questions to all directors. The questionnaire was divided into sections and focused on the size, composition and operations of the Board of Directors and committees, the definition of strategies and monitoring of management, the Internal Control and Risk Management System and the management of conflicts of interest.

The questionnaire was prepared by the Company with the help of an external consultant, Clovers. Clovers is an international law firm specialising in corporate law and compliance with a specific division dedicated to the preparation of reports and questionn aires aimed at the self -assessment of boards of directors and the preparation of policies for the evaluation of the independence of board members.

The results of the self -assessment were analysed by the Board of Directors at its meeting on 21 March 2023 and presented in the Report on Corporate Governance and Ownership Structures for the financial year 2022, which is available on the Issuer’s website https://investor.theitalianseagroup.com/ , in the “Shareholders’ Meeting” section.

During 2025 the Company voluntarily carried out a further update of the self -assessment, again with the support of the Clovers law firm, to align with corporate governance best practices. Clovers shared this self -

assessment with the members of the Board an d the Company without its formal presentation at a meeting of the Board of Directors.

Guidelines on the Composition of the Board of Directors The Board of Directors in office until the approval of the financial statements for the year ended 31 December 2022, taking into account the results of its self -assessment and in view of the expiry date, did not consider it necessary to provide guidelines on its optimal quantitative and qualitative composition.

Succession plans for executive directors The Board, considering the shareholding structure and size of the Company, had not adopted a succession plan for the Chief Executive Officer and executive directors as of the Report Date, while verifying the existence of adequate procedures for the success ion of top management.

7 Taking into account the professional characteristics, experience, knowledge, expertise and gender of its members, as well as their tenure.

42 However, in accordance with the recommendations of the CG Code, the Board of Directors intends to align with best practices by considering whether to prepare a plan at least for cases of early termination of the CEO and other executive directors.

7.2 APPOINTMENTS AND REMUNERATION COMMITTEE

Composition and functioning of the Appointments and Remuneration Committee (under Article 123 -bis (2)(d) of the Italian Consolidated Law on Finance) The Appointments and Remuneration Committee, as established by the Board of Directors on 3 May 2023 and in office as of the Report Date, comprises two non -executive and independent directors: Fulvia Tesio, who serves as committee chair, and Antonella Alfon si.

The Issuer considers that the composition of the Appointments and Remuneration Committee complies with the Code in that (i) it comprises non -executive directors who meet the independence requirements of the CG Code, (ii) it is chaired by an independent director and (iii) its members have adequate knowledge and experience in financial and remuneration policy matters.

If, during the term of office, one (or more) of the directors serving on the committee leaves office, the Board of Directors will arrange the replacement of that director; the replacement, thus appointed, will serve until the expiry of the term of office o f the entire Board of Directors.

For more information on the internal functioning of the committee, minutes of meetings and the management of information, see Section 6, “Operation of committees”, of this Report.

In line with the recommendations of the Code, directors must not take part in Appointments and Remuneration Committee meetings during which proposals are made to the Board of Directors regarding their remuneration.

During the Financial Year, the Appointments and Remuneration Committee met eight times with the regular attendance of its members. In addition to its ordinary oversight of human resources operations through regular updates from the relevant manager, the co mmittee carried out its work at meetings concerning: .

- noting, at the meetings of 10 March, 12 May, 28 July and 7 August 2025, the updates from the Head of Human Resources, Mr Alberto Ferri, on changes in senior roles (specifically in the Sales and Refit areas), consolidating the workforce as the HR function ’s priority focus and the support provided to the Head of Quality to extend ISO 9001, 14001 and 45001 certifications to all shipyards;

- reviewing, during the same period, the report “Analysis of the 2025 Remuneration Reports” drafted by the TEHA Ambrosetti Research Centre, following which the Committee found that TISG was substantially aligned with market best practices regarding ESG KPI s (a weighting of 10% in short -term incentive plans and 20% in long -term plans, with defined, measurable targets) and the inclusion of a clawback clause in both incentive plans. At the same time, it identified room for improvement in transparency and exter nal disclosure (an executive summary of the Remuneration Report, publication of the pay ratio and updated remuneration benchmarking) and consequently made recommendations along three lines: integrating ESG KPIs into incentive systems, reviewing and increas ing the transparency of remuneration benchmarking policies and strengthening disclosure and internal communication;

- noting, during the same period, the results of the Board of Directors’ self -assessment conducted with the support of an external consulting firm, which found that the Board was effectively structured and had a sound awareness of financial, reputational, environmental, social and operational risks, while identifying room for improvement through the introduction of an ongoing director training programme;

- noting, at the meeting of 12 November 2025, the launch of the Enterprise Risk Management project with the support of KPMG and the detailed analysis of the HR and organisational risks identified in the Corporate Risk Profile, with particular regard to dif ficulties in attracting and retaining technical and managerial expertise, the absence of structured succession planning for certain key managers and the opportunity to

43 strengthen the variable remuneration system (MBO), including by broadening ESG targets, as well as reviewing, for the matters within its purview, the Internal Audit periodic report for the first half of 2025;

- noting, at the meeting of 4 December 2025, the information on occupational health and safety shared with the Audit, Risk and Sustainability Committee;

- noting, at the meeting of 18 December 2025, the renewal of the Internal Audit Function and the appointment of Mr Umberto Cappetti as Head of the Function for the two -year period 2026 -2027.

The average meeting lasted approximately one and a half hours in the March -August 2025 period and approximately one hour and 20 minutes in the subsequent period (September -December 2025), for an overall average of approximately one hour and 25 minutes duri ng the Financial Year.

The percentage attendance at these meetings by committee members was as follows: Fulvia Tesio 100% (eight meetings out of eight), Antonella Alfonsi 100% (eight meetings out of eight), Laura Angela Tadini 87.5% (seven meetings out of eight, having been abse nt for justified reasons only from the meeting of 4 December 2025, before resigning from her position as independent director with effect from 27 February 2026).

From the end of the Financial Year to the Report Date, the Appointments and Remuneration Committee met eight times – namely on 2 February, 19 February, 25 February, 26 February, 2 March, 6 March, 10 April and 28 July 2026 – in addition to conducting severa l documentary investigations and making direct requests to the relevant company functions in the ordinary performance of its monitoring duties, notably on 2 February, 12 February, 25 March, 19 May and 5 June 2026. A further committee meeting is planned whe n the Board of Directors is reconstituted following the resignations submitted on 20 and 21 July 2026 by the Chair and Chief Executive Officer and two Directors. The Shareholders’ Meeting convened for 11 September 2026 will resolve on the reconstitution. T hese meetings concerned:

- the subsequent validation, at the meeting of 2 February 2026, of the Remuneration Policy for the Financial Year, including a review of Key Management Personnel, the operation of the MBO system, benefits, non -

financial/ESG KPIs (injuries, turnover, compan y climate, ESG rating and disputes) and turnover in senior positions, and recommendations to the Board of Directors on strengthening KPI measurability and governance of discretion in remuneration;

- the launch, on 2 and 12 February 2026, of an in -depth investigation into the incentive system, the integration of ESG KPIs into MBO/LTIP plans and sustainability certifications (ISO 9001, ISO 14001, ISO 45001 and additional certifications assessed as app licable to the remuneration framework), involving the HR, ESG and Internal Audit functions;

- the preliminary review, at the meeting of 19 February 2026, of the background documents for drafting the Remuneration Report for the Financial Year;

- reviewing, at the meetings of 25 February, 26 February, 2 March and 6 March 2026, the extraordinary governance events following the resignations of the Chair and other directors and executives, with the resulting assessments regarding remuneration (the p recautionary suspension of unpaid variable components and verification of malus/clawback clauses) and the composition of the governing bodies, including the opinion on co -opting Mr Pietro Smeriglio as an executive director;

- the favourable opinion, at the meeting of 10 April 2026, on the appointment of the Chief Financial Officer and Financial Reporting Manager pursuant to Article 154 -bis of the Italian Consolidated Law on Finance;

- the review, between March and May 2026, of the scope of Key Management Personnel and the HR organisational arrangements, and monitoring the Company’s compliance with Directive (EU) 2023/970 on equal pay and pay transparency;

44

- noting, at the meeting of 21 July 2026, the resignations of the Chair and Chief Executive Officer and two Directors and confirming, based on the independence self -assessment policy adopted by the Company, that the independent directors and members of the Board of Statutory Auditors continued to meet the independence requirements.

Since 27 February 2026 the Appointments and Remuneration Committee has consisted of the two independent members of the Board.

For more information, see Table 3 in the appendix.

Committee meetings were attended by directors or members of corporate functions who are not members of the committee, at the invitation of the committee chair, and notifying the Chief Executive Officer.

Functions of the Appointments and Remuneration Committee In line with the provisions of the CG Code, according to the committee’s terms of reference, adopted by the Board of Directors on 18 February 2021 and approved by the committee on 12 July 2021, the Appointments and Remuneration Committee is assigned the fo llowing functions.

With respect to appointments, the committee assists the Board of Directors in:

(i) self-assessment of the Board of Directors and its committees, supporting the Chair in ensuring the adequacy and transparency of the self -assessment process;

(ii) definition of the optimal composition of the Board of Directors and its committees;

(iii) identification of candidates for the office of director in the event of co -option;

(iv) preparation, updating and implementation of any succession plan for the Chief Executive Officer and other executive directors.

In the area of remuneration, the committee’s function is to:

(i) assist the Board of Directors in drafting the remuneration policy;

(ii) present proposals or express opinions on the remuneration of executive directors and other directors who hold special offices, and on the setting of performance targets for the variable component of this

remuneration;

(iii) monitor the effective application of the remuneration policy and verify, specifically, the actual achievement of performance targets;

(iv) periodically assess the adequacy and overall consistency of the Remuneration Policy for directors and top management.

During the 2025 Financial Year, the Appointments and Remuneration Committee conducted an external benchmarking analysis based on the report “Analysis of the 2025 Remuneration Reports” drafted by the TEHA Ambrosetti Research Centre. It found that the Compan y was substantially aligned with market best practices regarding ESG KPIs, the structure of incentive plans and clawback clauses, and identified areas for improvement in transparency and external disclosure. It also noted the results of the Board of Direct ors’ self -

assessment. In the period immediately following the end of the Financial Year, the Committee conducted a subsequent assessment of the application of the Remuneration Policy for the Financial Year. It verified the actual achievement of the perform ance targets (financial and non -financial/ESG KPIs) assigned to the Chief Executive Officer, Key Management Personnel and top management and began a specific analysis of the integration of ESG KPIs into incentive systems and of sustainability certification s supporting the related disclosure.

With regard to ordinary operations, the Appointments and Remuneration Committee supported the Board of Directors in identifying and assessing candidates for the position of director in the event of co -option, selecting

45 the new Chief Financial Officer and Financial Reporting Manager, reviewing the scope of Key Management Personnel and monitoring the Company’s compliance with pay transparency regulations.

Following the checks described above, the committee found no procedural irregularities in applying the Remuneration Policy, without prejudice to the matters reported regarding the precautionary suspension of unpaid variable remuneration components and the ongoing assessment of whether to activate the malus/clawback clauses, based on the results of the forensic due diligence received by the independent directors on 21 July 2026.

Meetings of the Appointments and Remuneration Committee were coordinated by the committee chair and duly recorded.

** ** ** In carrying out its functions, the Appointments and Remuneration Committee had access to the corporate functions and information necessary to perform its tasks and to financial resources, and made use of external consultants, within the terms set by the Bo ard.

46

8. DIRECTORS’ REMUNERATION – REMUNERATION COMMITTEE

8.1 DIRECTORS’ REMUNERATION

Remuneration Policy

On 1 July 2024, the Issuer’s Shareholders’ Meeting approved the Remuneration Policy.

For all information concerning (i) the procedure through which the Board of Directors drafted the policy for the remuneration of directors, statutory auditors and top management, (ii) the manner in which the policy for the remuneration of directors, statutory auditors and top management defined by the Board contributes to the pursuit of the Issuer’s sustainable success and takes into account the need to recruit, retain and motivate peo ple with the expertise and professional skills required by their role at the Issuer, see the Remuneration Policy available on the Company’s website https://investor.theitalianseagroup.com/ , in the “Corporate Governance”/“ Shareholders’ Meeting ” section.

Remuneration of executive directors and top management For information on the remuneration of the Group’s executive directors and top management, see the Remuneration Policy available on the Company’s website https://investor.theitalianseagroup.com/ , in the “Corporate Governance ”/“Shareholders’ Meeting ” section.

Share -based remuneration plans On 1 July 2024, the Shareholders’ Meeting approved a share incentive plan called the “Long Term Incentive Plan 2027 -2029”, aimed at executive directors, general managers, Key Management Personnel and/or employees with permanent employment contracts of the Company and any of its subsidiaries pursuant to Article 93 of the Italian Consolidated Law on Finance.

For more information on the incentive plan, as well as on the ways in which this plan encourages alignment with the interests of shareholders in the long term, see the document pursuant to Articles 114 -bis of the Italian Consolidated Law on Finance and 84 -bis of the CONSOB Issuers’ Regulation, as well as the Remuneration Policy, available on the Company’s website https://investor.theitalianseagroup.com/ , in the “ Corporate Governance ”/“Shareholders’ Meeting ” section.

Remuneration of non -executive directors For information on the remuneration of non -executive directors, see the Remuneration Policy available on the Company’s website https://investor.theitalianseagroup.com/ , in the “Corporate Governance”/“ Shareholders’ Meeting ” section.

Accrual and payment of remuneration The Board of Directors, through the delegated body, ensures that the remuneration accrued and paid is consistent with the principles defined in the Remuneration Policy, in light of the results achieved and other circumstances relevant to its implementation .

To this end, in line with the Group’s growth and development strategies, the short -term quantitative and qualitative objectives to which the variable remuneration component is linked are defined and communicated in advance for each manager. Based on these objectives, the remuneration accrued for each manager is identified and paid.

Access to short -term (MBO) and long -term variable remuneration is linked to the achievement of a prerequisite condition based on financial and operational performance indicators. If this condition is met, the accrual of variable remuneration is linked to t he achievement of individual targets, which is verified by assessing job performance during the reference period running from July of each year to June of the following year (12 months). Among the various indicators monitored, there are also parameters rel ated to the improvement of the Company’s ESG profile. For more details, see the Report on Remuneration Policy and Remuneration Paid

47 available on the Company’s website https://investor.theitalianseagroup.com/ , in the “Corporate Governance”/“ Shareholders’ Meeting ” section.

Information regarding the integration of sustainability -related performance in incentive schemes can be found in the "Governance Structure" and "Disclosure requirement related to ESRS 2 GOV -3 – Integration of sustainability -related performance in incentive schemes" sections of the Consolidated Sustainability Report.

** ** ** Directors’ severance pay in the event of resignation, dismissal or termination of office following a public takeover bid (under Article 123 -bis (1)(i) of the Italian Consolidated Law on Finance) For information on directors’ severance pay in the event of resignation, dismissal or termination of office following a public takeover bid, see the Remuneration Policy available on the Company’s website https://investor.theitalianseagroup.com/ , in the “Corporate Governance”/“ Shareholders’ Meeting ” section.

8.2 APPOINTMENTS AND REMUNERATION COMMITTEE

For information on the composition and functioning of the Appointments and Remuneration Committee, as well as the functions it performs, see Section 7.2 of this Report.

48

9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM – AUDIT, RISK AND

SUSTAINABILITY COMMITTEE

The Internal Control and Risk Management System consists of a set of rules, procedures and organisational structures aimed at the effective and efficient identification, measurement, management and monitoring of the main risks, in order to contribute to th e sustainable success of the Issuer.

An effective Internal Control and Risk Management System contributes to ensuring the efficiency and effectiveness of company operations, the reliability of financial information, compliance with laws and regulations, and the protection of company assets in order to strengthen safeguards to protect investors.

On 18 February 2021, the Company’s Board of Directors, having heard the opinion of the Board of Statutory Auditors, resolved to approve an Internal Control and Risk Management System. The system is described in a dedicated memorandum and enables managers to obtain a sufficiently comprehensive overview of the financial position and performance of the Company and the Grou p companies periodically and promptly, properly allowing them to: (i) monitoring of the main key performance indicators and risk factors relating to the Company and the Group’s main companies; (ii) production of data and information, with specific regard to financial information, according to analytical dimensions suited to the type of business , organisational complexity and the specific information needs of management ; and (iii) processing of the prospective financial data in the business objectives plan by analysing industrial and budget variances, and verification of the achievement of business objectives by analysing those variances.

On 19 December 2025, having obtained the opinion of the Audit, Risk and Sustainability Committee, the Board of Directors appointed Mr Umberto Cappetti as Head of the Internal Audit Function, responsible for verifying that the internal control and risk management system is operational and adequate and ensuring that he is provided with adequate resources to perform his functions, including in terms of the operating structure and intern al organisational procedures for access to the information required for his role.

The Internal Control and Risk Management System involves, in accordance with reference best practices, and each within their respective areas of responsibility: the Board of Directors; the Chief Executive Officer; the Audit, Risk and Sustainability Committ ee; the Head of the Internal Audit Function; and the Board of Statutory Auditors.

The Head of the Internal Audit Function reports periodically to the Board of Directors and the Board of Statutory Auditors through the Audit, Risk and Sustainability Committee and submits an annual report to the Board of Directors.

The corporate functions, units, processes and/or sub -processes specified in detail in the “Annual Internal Audit Report” are subject to internal auditing.

The Internal Audit Function is responsible for reporting to the corporate bodies as follows:

(i) annually submits the audit plan drafted for the performance of its functions;

(ii) promptly reports any significant shortcomings identified;

(iii) it reports to the Audit, Risk and Sustainability Committee every six months on its activities;

(iv) it reports on a quarterly basis on the progress of the Audit Plan and any additional issues that may arise during the financial year;

(v) annually submits the Internal Audit Function Report to the Board of Directors.

On 30 July 2026 the Company received the annual report from the departing Internal Auditor (who resigned on 12 March 2026). The report shows that the annual work was carried out according to a plan defined by analysing the risk matrix, the procedures subje ct to review and the control protocols adopted to manage the identified risks. The audits were conducted using the methods deemed most effective on each occasion for assessing the adequacy of the internal control system, including interviews with the heads of company

49 functions, meetings and exchanges of information with process owners, directors, board committees, the Board of Statutory Auditors, the audit firm and the Supervisory Body pursuant to Italian Legislative Decree no.

231/2001, as well as walkthroughs of comp any procedures.

The findings of the checks were communicated to the heads of the processes concerned and periodically reported to the Audit, Risk and Sustainability Committee, including through the preparation of the Internal Audit Function’s half -yearly and annual report s.

In conclusion, Internal Audit notes that it submitted the half -yearly report of 1 August 2025 and subsequent periodic progress reports, most recently updated on 20 February 2026, to the Audit, Risk and Sustainability Committee and the Board of Statutory Au ditors within the required deadlines. However, it notes that, from September 2025, difficulties in liaising with the Company, mainly due to a shortage of internal contacts and the resulting limited access to information, prevented completion of the checks on company procedures. These issues, which had already been reported to the Committee at the meeting of 20 February 2026, prevented the mandate from being fully performed. Accordingly, the Head states that he is not in a position to express a final opinion on the internal control and risk management system for the 2025 financial year The roles and responsibilities of the administrative, management and control bodies in overseeing the procedures for managing material risks, impacts and opportunities are illustrated in the “Double Materiality Analysis” and “Governance Structure” sections of the Consolidated Sustainability Report.

The expertise and capabilities of the governing, management and control bodies on sustainability matters or access to such expertise and capabilities are described in the “Board of Directors” paragraph in the “Governance Structure” section of the Consolida ted Sustainability Report.

** ** ** Main characteristics of the internal control and risk management systems in relation to the financial reporting process (under Article 123 -bis (2)(b) of the Italian Consolidated Law on Finance) The risk management system should not be considered separately from the internal control system in relation to the financial reporting process; both are in fact elements of the same system (the “System”).

This System is aimed at ensuring the reliability, accuracy, trustworthiness and timeliness of financial reporting.

During the Financial Year, the Company launched a project aimed at implementing a structured and integrated risk assessment process by defining an Enterprise Risk Management (hereinafter also referred to as “ERM”) model in line with the recommendations of the CG Code and the reference models and international best practices on risk management (e.g. COSO Framework, COSO ERM, WBCSD). This model is aimed at supporting the Company in identifying and assessing the main corporate risks and the methods for managin g them, as well as defining the methods of organising the system of safeguards for their containment within acceptable limits.

An integrated, structured process for identifying, assessing and classifying risks was defined based on an analysis of the objectives of each Company process, in line with the structure of the roles and responsibilities defined for internal control, togeth er with a mapping of Group risks classified by materiality. The integrated risk management system provides for the periodic performance of the following main activities: validation of the risk governance model, updating of the mapping, identification and a ssessment of the risks and the safeguards adopted for their containment, assessments relating to the overall risk level and definition of appropriate monitoring and management strategies.

This analysis, carried out with the support of an external consultant, started from a review of the strategic objectives and then continued through meetings with the company departments/functions in order to define the risk model and risk register, assessi ng the risks in terms of probability and impact. As part of defining the risk register, approximately 80 risks were identified and classified as external or internal risks. The latter were then

50 divided into strategic, operational and financial risks, including the identification of material sustainability risks (so -called ESG risks).

During the financial year, TISG’s corporate risk profile and the ERM model were also completed, enabling the Company to i) conduct an ERM maturity assessment and share a multi -year development process for the ERM process and ii) define an ERM policy, approved on 12 November 2025, which sets out the phases and operations characterising the Company’s enterprise risk management process, the organisational units and roles involved and the relevant principles and standards considered in developing that process. At that meeting, Mr Salvatore Siviglia was also identified as Chief Risk Officer.

The Administration, Finance and Control Function includes the Administration and Finance Area, which, in compliance with Article 154 -bis (4), of the Italian Consolidated Law on Finance, supports the Financial Reporting Manager in supervising and overseeing accounting procedures.

The Issuer has identified the need to undertake a series of initiatives to bring the organisational and governance structure into line with the requirements of applicable laws and regulations, including the Code.

At the operational level, the Company’s Internal Audit Function communicates with the directors through:

− periodic reports to the committees to update them on the status of the annual audit;

− a half -yearly report on the audits conducted in the first half of the year;

− an annual report presented to the Board of Directors containing an opinion on the adequacy of the internal control and risk management system, which shows that, based on the findings of the work carried out and the results obtained under the annual audit p lan, the internal control and risk management system is considered adequate to cover the identified risk areas.

** ** ** During the Financial Year, the Board assessed the adequacy of the Internal Control and Risk Management System in relation to the characteristics of the business and risk profile, as well as its effectiveness.

9.1 CHIEF EXECUTIVE OFFICER

The Company’s Board of Directors entrusted the Chief Executive Officer with the task of establishing and maintaining the Internal Control and Risk Management System.

The Chief Executive Officer, in accordance with Recommendation 34 of the CG Code, during the Financial

Year:

(i) oversaw the identification of the main business risks, taking into account the characteristics of the activities carried out by the Issuer and its subsidiaries, and submitted them periodically to the Board for

review;

(ii) implemented the guidelines defined by the Board, looking after the design, implementation and management of the Internal Control and Risk Management System and continuously verifying its adequacy and effectiveness, as well as adapting it to changes in the operating conditions and the legislative and regulatory framework;

(iii) entrusted the Internal Audit Function with the task of carrying out audits on specific operating areas and on compliance with internal rules and procedures in the execution of corporate transactions, at the same time notifying the Chair of the Board, the C hair of the Audit, Risk and Sustainability Committee and the Chair of the Board of Statutory Auditors;

9.2 AUDIT, RISK AND SUSTAINABILITY COMMITTEE

Composition and functioning of the Audit, Risk and Sustainability Committee (under Article 123 -bis (2)(d), of the Italian Consolidated Law on Finance)

51 The Audit, Risk and Sustainability Committee, as established by the Board of Directors on 3 May 2023 and, in the composition in office at the end of the Financial Year, consisted of three non -executive and independent directors: Antonella Alfonsi (who serv ed as Chair of the Committee), Laura Angela Tadini and Fulvia Tesio.

Following the resignation of Ms Laura Angela Tadini with effect from 27 February 2026, as of the Report Date the Audit, Risk and Sustainability Committee consisted of two members: Antonel la Alfonsi (Chair) and Fulvia Tesio.

On the same date, the Board of Directors resolved to assign the functions of Related Party Transactions Committee to the Audit, Risk and Sustainability Committee, as envisaged by CONSOB Communication no.

DME/10078683 of 24 September 2010.

The Issuer considers that the composition of the Audit, Risk and Sustainability Committee complies with the provisions of the Code in that (i) it is composed of non -executive directors who meet the independence requirements set out in the CG Code, (ii) it is chaired by an independent director, (iii) in light of the characteristics of its members, the committee as a whole has adequate expertise in the business sector in which the Company operates, enabling it to assess the relative risks, and (iv) the members have adequate knowledge and experience in accounting and financial matters or risk management.

On 25 July 2024, the Board of Directors appointed Ms Antonella Alfonsi as Lead Independent Director.

The Chair of the committee – and Lead Independent Director – reports to the Board of Directors at least every six months on the activities carried out by the committee as well as on the adequacy of the Internal Control and Risk Management System.

For more information on the internal functioning of the committee, minutes of meetings and the management of information, see Section 6, “Operation of committees”, of this Report.

During the Financial Year, the Audit, Risk and Sustainability Committee met nine times – namely on 5 February 2025, 10 March 2025, 12 May 2025, 8 July 2025, 4 and 6 August 2025, 12 November 2025, 4 December 2025 and 18 December 2025 – with regular attendan ce by its members and the members of the Board of Statutory Auditors. The average duration of the meetings was three hours.

The percentage attendance at these meetings by committee members was as follows: Antonella Alfonsi 100%, Fulvia Tesio 100% and Laura Angela Tadini 7 8%. The percentage attendance at the meetings by the members of the Board of Statutory Auditors was as follows: Alfredo Pascolin 85%, Felice Simbolo 69% and Barbara Bortolotti 77%.

From the end of the Financial Year to the Report Date, the Audit, Risk and Sustainability Committee met 11 times – namely on 20 February 2026, 10 March 2026, 25 and 26 March 2026, 8 April 2026, 8 May 2026, 20 May 2026, 3 June 2026, 11 June 2026, 24 June 20 26 and 28 July 2026 – and no further meetings are planned before 30 September 2026, when the financial statements as of 31/12/2025 will be approved.

In particular, also with reference to the provisions of Recommendation 17 of the CG Code, during the Financial Year the meetings of the Audit, Risk and Sustainability Committee were held, where necessary for the discussion of the items on the agenda, with the presence, on the invitation of the Chair of the Committee – notifying the Chief Executive Officer –, of the Financial Reporting Manager, of the function managers and of the Head of the Internal Audit Function, to the extent possible in view of the cris is faced by the Company during the period in question.

Specifically, during the Financial Year, the Audit, Risk and Sustainability Committee was entitled to access the information and Company functions needed to perform its duties, to the extent possible in view of the crisis faced by the Company.

For changes in the composition of the committee since the end of the Financial Year, see Section 15 of this Report.

52 For more information, see Table 3 in the appendix.

Functions assigned to the Audit, Risk and Sustainability Committee The Audit, Risk and Sustainability Committee was appointed by the Board of Directors to perform the following functions.

In relation to audits and risks, the Committee shall:

(i) support the Board in performing the tasks entrusted to it by the CG Code with regard to internal control and risk management;

(ii) assess – after consulting the Financial Reporting Manager for the preparation of corporate accounting documents, the statutory auditor and the Board of Statutory Auditors – the correct use of accounting principles and, in the case of groups, their consiste ncy for the purpose of drafting the consolidated

financial statements;

(iii) assess the suitability of periodic financial and non -financial information to correctly represent the Issuer’s business model, strategies, the impact of its activities and the performance achieved;

(iv) evaluate the content of periodic non -financial information relevant to the Internal Control and Risk

Management System;

(v) express opinions on specific aspects relating to the identification of the main Company risks and support the Board’s assessments and decisions relating to the management of risks arising from adverse events of which the latter has become aware;

(vi) review periodic and particularly significant reports prepared by the Internal Audit Function;

(vii) monitor the independence, adequacy, effectiveness and efficiency of the Internal Audit Function;

(viii) entrust the Internal Audit Function – where necessary – with the task of carrying out audits on specific operating areas, at the same time notifying the Chair of the Board of Statutory Auditors;

(ix) report to the Board, at least when the annual and half -year financial reports are approved, regarding the activities carried out and the adequacy of the Internal Control and Risk Management System.

With regard to sustainability, the Audit, Risk and Sustainability Committee performs recommendatory and advisory functions in relation to the Board of Directors, in order to encourage the gradual integration of environmental, social and governance factors into the company’s operations aimed at creating sustainable value for shareholders and other stakeholders in the medium to long term.

Note that, in light of the Corporate Governance Committee’s recommendations, the Chair of the Board of Directors recognised the importance of the issue of sustainability and the opportunity for the Chief Executive Officer to be supported in ESG activities by a sustainability team comprising the Company functions most involved in activities with a strong environmental, social and governance impact, namely: (i) Human Resources, (ii) Technical -R&D Department, (iii) Site Services, (iv) Investor Relations, (v) Quality, and (vi) Management Control. For this purpose, at its meeting of 15 March 2023 the Board of Directors resolved to establish the above -mentioned sustainability team, consisting of the company functions listed above. On 28 February 2025, the Board of Directors appro ved the ESG reporting procedure, which identifies the operations specifically assigned to the ESG manager to support the Company in drafting the Consolidated Sustainability Report. As of the Report Date, Enrico Filippi served as Head of ESG.

The Audit, Risk and Sustainability Committee was also assigned the function of Related Party Transactions Committee, responsible for expressing an opinion on related party transactions pursuant to the RPT Procedure and the CONSOB Regulation on Related Part y Transactions. For information on the Procedure, see the text of the Procedure available on the Company’s website https://investor.theitalianseagroup.com/ , in the “ Corporate Governance ”/“Documents, Policies and Procedures ” section.

53 From the end of FY 2025 to the Report date , the Audit, Risk and Sustainability Committee: :

- noted the corporate documentation developed, the communications with the Supervisory Authority and the corporate events that characterised the Company’s affairs. The Company first submitted a request for voluntary removal of STAR status, which was approved by the Company’s Board of Directors and communicated to the market on 6 March 2026. In March 2026 it applied for the appointment of an independent expert for the negotiated settlement governed by Articles 12 et seq. of Italian Legislative Decree no. 14 of 12 January 2019. With that application, as envisaged by law, the Company requested the application of measures protecting its assets against all creditors. It appointed Mr Fabio Zanobini – with whom the Company entered into an employment letter concerning his appointment as the Company’s Chief Financial Officer with effect from 20 April 2026 – as Financial Reporting Manager responsible for drafting the accounting and corporate documents pursuant to Article 154 -bis of Italian Legislative Decree no. 58 of 24 February 1998 and Article 19 of the By -laws.

On 27 April 2026, at a Shareholders’ Meeting, it resolved on: 1) redetermining the number of members of the Board of Directors and confirming the director appointed by co -option and 2) appointing an alternate m ember of the Board of Statutory Auditors pursuant to Article 2401 of the Italian Civil Code and Article 21 of the By -laws, in order to restore the composition of the control body. On 21 May 2026 the Board of Directors noted that – based on the findings of the assessments conducted to draft the business plan and the financial measures intended to restore the Company’s financial position – losses had arisen that constituted a situation falling within Article 2447 of the Italian Civil Code. Based on the prelim inary assessments conducted as of the resolution date, it was already certain that the losses had reduced the share capital below the minimum established by Article 2327 of the Italian Civil Code.

On 30 June 2026 the Board of Directors resolved to file the application pursuant to Article 44 Italian Legislative Decree no. 14 of 12 January 2019 (the so -called application with reservation), in order to access the protections envisaged by law and preserve business continuity and the value of the company’s asset s, in the interests of the Company, its creditors and all stakeholders;

- noted the resignations of Directors Menchelli and Carniani, who were replaced by Director Smeriglio, and the resignations of Directors Giovanni Costantino, Gianmaria Costantino and Pietro Smeriglio, most recently on 20 and 21 July;

- noted that, on 22 July 2026, the Shareholders’ Meeting acknowledged the explanatory report drafted by the Board of Directors pursuant to Article 2446(1), of the Italian Civil Code, and the observations of the Board of Statutory Auditors regarding the Compa ny’s financial position and performance as of 31 December 2025 and 30 April 2026 In addition to noting the operations summarised above, the ARSC • met the SB;

• met Mr Salvatore Siviglia in his role as the Company’s RSPP and HSE;

• attended the annual meeting pursuant to Article 35 of Italian Legislative Decree no. 81/2008 concerning the occupational health and safety system and met the CEO for updates on the period;

• expressed its doubts, at the meeting of 20 May 2026, regarding approval of the document entitled “The Italian Sea Group S.p.A. – Strategic update Marina di Carrara, 21st May 2026”, intended as the draft “The Italian Sea Group Recovery Plan” to be discussed by the Board of Directors on 21 May. It raised a series of questions to be put to the Company in advance regarding the documents received, clarifying that, based on the documents made available and the information then in its possession, it would not have been possible to proceed with formal approval of the so -called Recovery Plan, but only to acknowledge it, also in light of the status of the ongoing negotiations with shipowners;

• conducted an in -depth review of whether the D&O policy remained in force;

54 • met the Internal Audit Function at various meetings, liaising with both Mr Umberto Cappetti (who held the role until 12 March 2026) and Ms Elena Bocchino of Peak Compliance, who was subsequently appointed on 13 April 2026, and supported the Board of Directors in selecting the new Internal Audit Function;

• met the Whistleblowing Committee;

• met the Chief Financial Officer and the Financial Reporting Manager responsible for drafting the accounting and corporate documents who held office from time to time, in conjunction with presentations of figures to the governing body;

• met the audit firm, both the BDO entity that performed the work until January 2026 and the BDO network entity that performed it subsequently;

• met the IR, ESG & Corporate Governance Director to analyse and gather figures relating to non -

financial information;

• requested clarification on the complete status of all ongoing disputes, whether involving claims brought by or against the Company;

• requested an update on the ERM Project and approval of the new Organisational Model pursuant to Italian Legislative Decree no. 231/2001;

• shared the draft 2025 -2031 Business Plan Project.

On 22 July 2026 the Independent Directors who are members of the ARSC received i) access to a data room where they could view the report on the forensic work drafted by KPMG and ii) access to a further data room where they could view the complaint filed by the Chief Executive Officer on 9/03/2026 (already mentioned in the narrative). During the period under review, the Committee held one meeting (to be added to the number reported above) in its capacity as the related -party transactions committee regarding financing provided to the Company by GC Holding in February 2026, when the crisis emerged, and received information from the Chief Financial Officer on the transactions carried out during that period The meetings of the Audit, Risk and Sustainability Committee were coordinated by the chair of the committee and Lead Independent Director, and were duly recorded.

*** In carrying out its functions, the Audit, Risk and Sustainability Committee had access to the corporate functions and information necessary to perform its tasks and to financial resources, and made use of external consultants, within the terms set by the B oard.

9.3 HEAD OF THE INTERNAL AUDIT FUNCTION

In accordance with Recommendation 33 of the Code, on 15 November 2021 the Board of Directors had appointed Mr Umberto Cappetti as Head of the Company’s Internal Audit Function. On 13 April 2026 the Board of Directors resolved to award the internal audit mandate to Peak Compliance Srl, a party external to the Company with adequate expertise, independence and organisation, appointing Ms Elena Bocchino as Head of the Func tion for the following 12 months.

Peak Compliance Srl, represented by Ms Elena Bocchino, is a party external to the Issuer with adequate expertise, independence and organisation.

The Board also defined the remuneration of the Head of the Internal Audit Function in a manner consistent with its corporate policies.

The purpose of the audit was to verify formal and procedural compliance with the procedures in force and to examine the overall process of control, management and monitoring of the risks to which the Company is exposed.

55 The objective of the audit was to ascertain the correct application of company procedures, proposing possible corrective actions and verifying their implementation.

Moreover, procedures were implemented to identify any areas in which the internal control system needed to be strengthened and to promote improvements in the Company’s organisational processes.

The audits were carried out using the analytical methodologies deemed most effective on a case -by-case basis for the purpose of forming an opinion on the adequacy of the control protocols. In particular, international internal auditing methodologies and re ference standards (International Professional Practice Framework -

IPPF) were used, as well as the COSO Internal Control – Integrated Framework (COSO Framework). These activities were also carried out by means of statistical sampling, taking into account t he frequency of the controls.

In particular, during the Financial Year, the Head of the Internal Audit Function:

(i) assessed – on an ongoing basis and also in relation to specific requirements and in compliance with international standards – the efficiency and suitability of the Internal Control and Risk Management System by means of an Audit Plan based on a structured process of analysis and prioritisation of the

main risks;

(ii) prepared periodic reports containing adequate information on their activities, on the ways in which risks are managed, and on compliance with the plans defined to limit them, and also assessed the adequacy of the Internal Control and Risk Management System , and forwarded them to the Chairs of the Board of Statutory Auditors, the Audit, Risk and Sustainability Committee and the Board of Directors, as well as the CEO (except in cases where the subject of these reports specifically concerned the activities of these parties);

(iii) assessed, in the context of the Audit Plan, the reliability of the information systems including accounting systems.

The Head of the Internal Audit Function had access to all information relevant to the performance of the assigned role and related activities.

9.4 ORGANISATIONAL MODEL PURSUANT TO ITALIAN LEGISLATIVE DECREE 231

In 2012 the Company adopted an organisation, management and control model for the prevention of offences pursuant to Italian Legislative Decree no. 231, subsequently updated in 2015, 2020 and 2022 to incorporate the regulatory and organisational changes arising pro tempore .

The Model consists of the following sections: general part, special part and risk assessment; code of ethics, group disciplinary system and whistleblowing procedure; contractual clauses and the public administration transaction evidence sheet.

The Model requires appropriate policies and measures to ensure that activities are carried out in compliance with the law and to identify and eliminate risk situations, as well as a prevention system capable of mitigating the risk of offence consistent wit h the organisational structure and with reference best practices.

For more information, see the text of the Model available on the Company’s website https://investor.theitalianseagroup.com/ , in the “ Corporate Governance ”/“Documents, Policies and Procedures ” section.

The Issuer adheres to the Code of Ethics adopted by GC Holding S.p.A., which is an integral part of the Model and defines the ethical principles and rules of conduct for shareholders, members of corporate bodies, employees and other recipients, contributin g to the establishment of a control framework that ensures that the Issuer’s activities are always inspired by the principles of fairness and transparency and reducing the risk of the commission of the offences set out in the Italian Legislative Decree. 23 1. The Issuer pursues its objectives through corporate actions conducted in compliance with legal requirements and fundamental human rights,

56 guided by clear and transparent rules, and in harmony with the external environment and the goals of the community in which it operates. The adopted Code of Ethics defines the principles of loyalty and integrity, which all employees and collaborators are r equired to follow. In addition, all Group companies are committed to promoting respect for the physical, moral and cultural integrity of individuals, ensuring personal dignity and safe working environments, and rejecting all forms of discrimination in the workplace based on gender, race, language, religion, political opinions, trade union membership or social and personal status. The Issuer does not pursue political influence or engage in lobbying. For more information, see the Code of Ethics available on the Issuer’s website https://investor.theitalianseagroup.com/ , in the “ Corporate Governance ”/“Documents, Policies and Procedures ” section.

On 28 February 2025, the Issuer appointed the Supervisory Body, pursuant to Article 6 of Italian Legislative Decree 231, assigning it the tasks specified in the Model (which states that the Supervisory Body has autonomous powers of initiative and control). As of the Report Date, the Supervisory Body is composed of Annalisa De Vivo and Carlo De Luca. The composition of the Supervisory Body, on the one hand, ensures the proper performance of the activities and powers assigned to it by the applicable regulatio ns and, on the other hand, allows the Company to optimise the use of resources and the proper allocation of overhead costs.

Moreover, the internal organisation of the Company allows the corporate bodies to support the Supervisory Body in the mapping of ris ks and in the control and audit function. For these reasons, together with the continuous sharing between the internal structure and the management and control bodies, the Board considered that it was not essential to include a member of the management and control bodies among the members of the Supervisory Body.

The Supervisory Body is entrusted with the task of supervising the operation of and compliance with the Model, assessing its adequacy, informing the Board of Directors of any necessary updates to the Model and monitoring its implementation and updating. Fu rthermore, the Supervisory Body is required to promote and verify training under Italian Legislative Decree 231, obtaining approval for the internal verification plan, examining reports in accordance with the Model’s provisions and, finally, managing the i nformation flows received.

In order to regulate the activities related to these tasks, the Supervisory Body has had its own regulations since 2016 (last updated on 27 May 2019).

The Supervisory Body must periodically meet and report to the Board of Directors, with particular reference to information on the breach of the provisions of the Model and any anomalies or unusual situations encountered. In addition, the Supervisory Body m ust submit to the Board of Directors the documents that the Board is required to review under the relevant corporate procedures. In fact, the general part of the Model specifies that information that may be relevant to potential breaches of the Model and i nformation relating to the Company’s activities which may be relevant to the performance by the Supervisory Body of its assigned tasks, must be sent to the Supervisory Body.

Information about the company's business ethics and culture, management of relationships with suppliers, activities and commitments related to the exercise of its political influence are contained in the "Governance Information" section of the Consolidated Sustainability Report.

During the Financial Year, the Supervisory Body met ten times – namely on 22 January at TISG’s registered office, on 18 March at the office of the Chair of the Supervisory Body, on 15 May at TISG’s registered office and on 30 June by videoconference to upd ate the organisation, management and control model pursuant to Italian Legislative Decree no. 231/2001; on 2 July by videoconference to exchange information flows; on 23 September by videoconference to exchange information flows with the Board of Statutory Auditors; on 9 October by videoconference to exchange information flows with the Internal Audit Function; on 12 November by videoconference to exchange information flows with the Audit, Risk and Sustainability Committee; on 4 December to exchange informat ion flows and conduct audits on environmental matters, health and safety and

57 the IT cycle; and on 16 December to conduct a safety audit. The supervisory operations were carried out pursuant to Article 6 (1)(b), of Italian Legislative Decree no. 231/2001 and documented in dedicated minutes.

9.5 AUDITING FIRM

The firm mandated to carry out the statutory audit and, pursuant to the provisions of Article 18 of Italian Legislative Decree 125/2024, to certify compliance with the Issuer’s sustainability report, is BDO Italia S.p.A., with registered office at Viale Ab ruzzi 94, Milan, Italy, registered in the Register of Companies of Milan, Monza Brianza and Lodi, registration number, tax code and VAT number 07722780967, registered in the Register of Statutory Auditors with no. 167991 pursuant to Articles 6 et seq. of I talian Legislative Decree no.

39/2010, as amended by Italian Legislative Decree no. 135 of 17 July 2016.

On 18 February 2021 – upon the reasoned proposal of the Board of Statutory Auditors – the Issuer’s Ordinary Shareholders’ Meeting engaged the Auditing Firm to perform the statutory audit of the accounts for the financial years 2021 -2029 (including verifica tion of the proper keeping of accounting records and the accurate recording of management events in the accounting records) in relation to the Issuer’s individual financial statements, replacing the engagement granted to the same Auditing Firm on 13 April 2018. In addition, the Issuer’s Ordinary Shareholders’ Meeting appointed the Auditing Firm to audit the Issuer’s half -year financial report for the six month period ended 30 June of the financial years 2021 -2029.

With a proposal dated 10 March 2022, the mandate was extended by granting the Auditing Firm the engagement to perform the statutory audit of the Group’s consolidated financial statements for the financial years 2021 -2029.

On 18 September 2024, BDO Italia S.p.A. was also appointed to perform limited assurance on the consolidated non-financial statement relating to the Financial Year. Pursuant to Article 18 of Italian Legislative Decree no.

125/2024, the mandates for assuranc e of the compliance of the non -financial statement awarded pursuant to Article 3(10), of Italian Legislative Decree no. 254/2016 by the persons referred to in Article 17(1)(a), of the decree remain valid until the agreed expiry date for the purpose of prov iding assurance on the compliance of the sustainability reporting.

On 28 February 2024, the Board of Directors resolved to approve a reporting procedure for non -financial information in order to align with the recommendations of the auditing firm BDO Italia S.p.A., as per the letter relating to the non -financial statement .

On 27 July 2026 the Auditing Firm BDO Italia S.p.A. notified the Company of its irrevocable resignation from the engagement to perform the statutory audit of the separate and consolidated financial statements, effective in accordance with the terms envisag ed by the applicable laws.

9.6 FINANCIAL REPORTING MANAGER AND OTHER COMPANY ROLES AND FUNCTIONS

Pursuant to Article 19 of the By -laws, “ where required by law, the Board of Directors – subject to the mandatory opinion of the Board of Statutory Auditors – shall appoint a Financial Reporting Manager responsible for drafting corporate accounting documents and fulfilling the duties envisaged by applicable laws and regulations. The chosen person must have at least three years’ experience in accounting or administration with a listed company or a company with a share capital of no less than EUR 1 million ”.

In this regard, note that on 18 February 2021, the Issuer’s Board of Directors, after hearing the opinion of the Board of Statutory Auditors, appointed Marco Carniani as Financial Reporting Manager responsible for drafting accounting documents pursuant to Article 154 -bis of the Italian Consolidated Law on Finance. On 27 February 2026 Mr Carniani resigned from the position of Financial Reporting Manager with immediate effect.

On 13 April 2026 the Board of Directors resolved to appoint Mr Fabio Zanobini – who was assigned t he duties

58 of the Company’s Chief Financial Officer with effect from 20 April 2026 – as Financial Reporting Manager responsible for drafting the company accounting documents pursuant to Article 154 -bis of the Italian Consolidated Law on Finance and Article 19 of the By -laws, including for the purpose of the certification referred to in paragraph 5 -ter, granting him the organisational, signature and certification powers envisaged by the laws in force and the By -laws.

Pursuant to Article 154 -bis (5-ter), of the Italian Consolidated Law on Finance, the Financial Reporting Manager responsible for drafting the company accounting documents also certifies, in a dedicated report, that the sustainability reporting included in the management report was drafted in accordance with the applicable reporting standards.

Mr Fabio Zanobini, appointed Financial Reporting Manager on 13 April 2026 with effect from 20 April 2026, is a manager with extensive experience in administration, finance and control gained in industrial and multinational groups, including listed companie s. In recent years, he served as CFO and Group CFO at Tecno S.p.A. and Neodecortech S.p.A. – companies whose shares are listed on the regulated market organised by Borsa Italiana – and previously held senior positions at BT Italia and Sorgenia.

Pursuant to Article 154 -bis of the Italian Consolidated Law on Finance, the Financial Reporting Manager:

(i) prepares written accompanying statements for the documents and communications disclosed by the Company to the market, pertaining to accounting information, including interim reports;

(ii) establishes suitable administrative and accounting procedures for drafting the financial statements and consolidated financial statements, and any other communications of a financial nature;

(iii) together with the Chief Executive Officer, certifies in an appropriate report regarding the annual financial statements, the condensed interim financial statements and the consolidated financial statements (a) the adequacy and effective application of the administrative and accounting procedures for the preparation of the financial statements and consolidated financial statements; (b) that the documents are drafted in compliance with the applicable international accounting standards recognised in the European Community pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002; (c) that the documents correspond to the results in the books and accounting records; (d) the suitability of the documents to provide a true and fair representation of the financial position and performance of the Company and of the group of companies included in the consolidation; (e) for the annual financial statements and consolidated financial statements, that the management report includes a reliable analysis of performance and operating results, as well as the situation of the Issuer and of the group of companies included in the c onsolidation, together with a description of the main risks and uncertainties to which they are exposed; and (f) for the consolidated interim financial statements, that the interim management report contains a reliable analysis of the information referred to in Article 154 -ter (4) of the Italian Consolidated Law on Finance.

The Board granted the Financial Reporting Manager all the powers and means necessary for the performance of the assigned tasks under the laws and regulations in force, including:

(i) free access to any information deemed relevant for the performance of the duties, both within the Company and within the Group companies;

(ii) the power to communicate with the management and control bodies of the Company and its

subsidiaries;

(iii) the power to approve corporate procedures having an impact on the Company’s financial statements, consolidated financial statements or other documents requiring certification;

(iv) participation in the design of information systems that impact the Company’s financial position and

performance; and

59 (v) the ability to use the information systems.

Subsequently, on 12 July 2021, the Audit, Risk and Sustainability Committee issued its favourable opinion.

Note that on 13 April 2026, the Company’s Board of Directors resolved to appoint Mr Fabio Zanobini as the Company’s Chief Financial Officer with effect from 20 April 2026, subject to the positive opinion of the Appointments and Remuneration Committee.

9.7 COORDINATION BETWEEN THE PARTIES INVOLVED IN THE INTERNAL CONTROL

AND RISK MANAGEMENT SYSTEM

The Board of Directors facilitates and monitors coordination between all parties involved in the Issuer’s Internal Control and Risk Management system. This coordination is carried out in a timely manner and in accordance with the rules and regulations in f orce as well as best practices for listed companies.

As described in detail in the Sections dedicated to each of the figures involved in the Company’s Internal Control and Risk Management System, to which reference is expressly made, the activities of each figure are characterised by full cooperation in the exchange of information, in order to optimise and improve the overall efficiency of the system, reduce duplication of activities and ensure the effective performance of the Board of Statutory Auditors’ tasks. More specifically:

(i) the Chief Executive Officer promptly reports to the Audit, Risk and Sustainability Committee any problems and critical issues that have arisen in the performance of the activities or which the CEO has otherwise become aware of, so that the committee can ta ke appropriate action;

(ii) the Audit, Risk and Sustainability Committee reports to the Board on its activities as well as on the adequacy of the Internal Control and Risk Management System;

(iii) the Head of the Internal Audit Function periodically reports on the relevant activities, on the ways in which risk management is conducted and on compliance with the plans defined for risk containment, as well as on the suitability of the Internal Control and Risk Management System, to the Chairs of the Board of Statutory Auditors, the Audit, Risk and Sustainability Committee and the Board of Directors, as well as to the Chief Executive Officer;

(iv) the Board of Statutory Auditors maintains regular communication flows with the Board of Directors and the Audit, Risk and Sustainability Committee. In particular, consistent with the provisions of Recommendation 37 of the CG Code, the Board of Statutory Au ditors and the Audit, Risk and Sustainability Committee exchange information relevant to the performance of their respective tasks in a timely manner, and at least one member of the Board of Statutory Auditors attends the meetings of the Audit, Risk and Su stainability Committee; and (v) when invited, the Auditing Firm attends meetings of the Audit, Risk and Sustainability Committee.

60

10. INTERESTS OF DIRECTORS AND RELATED PARTY TRANSACTIONS

On 18 February 2021 the Issuer’s Board of Directors resolved to approve the Related Party Transactions Procedure, subsequently amended on 28 April 2021 and 21 May 2021, which governs related -party transactions as envisaged by the CONSOB Related Party Trans actions Regulation.

The RPT Procedure establishes the rules to which the Company must adhere in order to ensure the transparency and substantive and procedural fairness of related -party transactions carried out directly or through any subsidiaries.

The full text of the RPT Procedure is available on the Company’s website https://investor.theitalianseagroup.com/ , in the “ Corporate Governance ”/“Documents, Policies and Procedures ” section.

On 18 February 2021, the Board of Directors resolved to assign the functions of the Related Party Transactions Committee to the Audit, Risk and Sustainability Committee, as envisaged by CONSOB Communication no.

DME/10078683 of 24 September 2010. For more i nformation, see Section 9.2 of this Report.

On 7 November 2023, the Board of Directors approved the conflict of interest management policy to facilitate the identification and proper management of situations in which a director has an interest on their own behalf or on behalf of third parties.

61

11. BOARD OF STATUTORY AUDITORS

11.1 APPOINTMENT AND REPLACEMENT

Pursuant to Article 21 of the By -laws, the Board of Statutory Auditors consists of three standing auditors and two alternate auditors appointed by the Shareholders’ Meeting based on the lists submitted by the Shareholders.

Only Shareholders who, individually or jointly with others, hold voting shares representing at least the percentage required under the regulations in force for the submission of lists of candidates for the election of the Company’s Board of Directors8 are entitled to submit lists. Ownership of the minimum stake must be proven by appropriate certificates that must be produced, if not available on the day on which the lists are filed, within the deadline set out by the regulations in force for the public ation of the lists by the Company.

The lists are submitted to the Company’s registered office in accordance with the procedures and deadlines set out in the applicable regulations. In addition, the lists must be made available to the public by the Company in accordance with the procedures a nd deadlines set out in the applicable regulations.

Candidates are listed according to a sequential number. Every list consists of two sections: one for candidates for the role of standing auditor and the other for candidates for the role of alternate auditor. Lists with a number of candidates equal to or g reater than three must comprise candidates belonging to both genders, in accordance with any legal provisions in force or codes of conduct drafted by companies managing regulated markets to which the Company adheres.

Persons who do not hold more positions than those permitted by the applicable regulations and who meet the requirements of integrity, professionalism and independence established by Italian Decree No. 162 of 30 March 2000 and, in any case, by any legislati ve or regulatory provision in force from time to time can be candidates.

Each Shareholder, as well as Shareholders connected by control or affiliation relationships pursuant to the Italian Civil Code or who are party to a shareholders’ agreement under Article 122 of the Italian Consolidated Law on Finance concerning Company sha res, cannot submit or vote for more than one list, either directly or through a proxy or trust company.

Each candidate can appear on only one list, under penalty of ineligibility.

If, by the deadline for the submission of lists, only one list has been submitted, or if only lists submitted by shareholders who are connected to each other pursuant to applicable laws and regulations have been submitted, it will be possible to submit add itional lists up to the subsequent deadline established by the applicable regulations. In this case, the percentage shareholding in the Company’s capital required for the submission of lists under this provision of the by -laws is reduced by half.

The lists must also be accompanied by: (i) information on the identity of the shareholders submitting the lists, with an indication of the percentage of the overall stake held; (ii) a declaration by the shareholders other than those who hold, even jointly, a controlling or relative majority interest, certifying the absence of any relationship of connection with the latter envisaged by current regulations; (iii) exhaustive information on the personal and professional characteristics of the candidates and declarations through which the individual candidates accept their candidacy and certify, under their own responsibility, that they meet the requirements of the l aw and the by -laws for their respective positions; (iv) a list of management and control positions held by the candidates in other companies with the commitment to update this list on the date of the Shareholders’ Meeting; and (v) any other document or information required by law.

Statutory auditors shall be elected as follows:

8 Which, pursuant to Article 144 -quater of the Issuers’ Regulation, is equal to 2.5% of the Company’s share capital.

62 (i) two standing auditors and one alternate auditor shall be drawn from the list that received the highest number of votes at the Shareholders’ Meeting, based on the sequential order in which they are listed in the sections of the list;

(ii) the third standing auditor – who will hold the position of Chair of the Board of Statutory Auditors – and the second alternate auditor will be selected, in the order in which they are listed in the relevant sections, from the list that obtained the second highest number of votes at the Shareholders’ Meeting and that is not associated in any way, not even indirectly, in accordance with the laws and regulations in force at the time, with those who submitted or voted for the list referred to in the previous po int (i).

In the event of a tie between multiple lists, a new vote will be held by the Shareholders’ Meeting and the candidates obtaining a simple majority of the votes will be elected.

If, as a result of the application of the list voting mechanism indicated above, the composition of the Board of Statutory Auditors does not comply with the regulations on gender balance, the Shareholders’ Meeting will appoint auditors with the necessary r equirements to replace the candidates lacking such requirements from the same list as the candidates to be replaced.

In the event that only one list is submitted, the auditors will be drawn from the list submitted with the statutory majorities.

All auditors must be registered in the Register of Statutory Auditors, must meet all additional requirements under current laws and regulations and must have performed statutory audits for no less than three years.

The auditors shall remain in office for three financial years and can be re -elected.

Without prejudice to compliance with the legal and regulatory provisions in force from time to time on gender equality, if, for any reason, an auditor ceases to hold office, that auditor will be replaced by the alternate auditor belonging to the same list as the outgoing one. If, for any reason, it is not possible to proceed as indicated above, a Shareholders’ Meeting must be called to appoint additional members to the Board of Statutory Auditors in accordance with ordinary procedures and majorities, withou t applying the list voting mechanism, while ensuring compliance with the applicable legal and regulatory provisions in force from time to time regarding gender balance. In such cases, the Shareholders’ Meeting shall act in accordance with the principle of ensuring minority representation.

If the Chair is replaced, this position will be taken over by the auditor replacing the Chair. It is understood that the Chair of the Board of Statutory Auditors will be the auditor drawn from the list that came second by number of votes.

11.2 COMPOSITION AND FUNCTIONING (under Article 123 -bis (2)(d) and d -bis) of the Italian Consolidated Law on Finance) The Issuer’s Board of Statutory Auditors in office as of the Report Date was appointed by the Shareholders’ Meeting of 27 April 2023 and will remain in office for three financial years, until the approval of the financial statements for the year ended 31 D ecember 2025.

The Board of Statutory Auditors was appointed by applying the list voting mechanism envisaged in the By -

laws. In particular, of the five members of the Board of Statutory Auditors:

(i) two standing members and one alternate member were taken from the list submitted by GC Holding S.p.A.9 (“BoSA List 1”), which as of the date of submission of the list held 33,222,000 ordinary shares of the Company, equal to 62.68% of the share capital and ranked first in terms of number of votes10;

9 Consisting of: Felice Simbolo (standing auditor), Mauro Borghesi (standing auditor), Barbara Bortolotti (standing auditor), A nna Lisa Naldi (alternate auditor), and Roberto Scialdone (alternate auditor).

10 The list obtained 41,691,700 votes in favour, representing 92.210% of the voting participants.

63 (ii) one standing auditor, who assumed the position of chair of the Board of Statutory Auditors, and one alternate auditor were taken from the list submitted by the shareholders Arca Fondi Sgr S.p.A. (fund manager: Fondo Arca Economia Reale Equity Italia, Fondo Arca Economia Reale Opportunità Italia and Fondo Arca Azioni Italia) and BancoPosta Fondi S.p.A. SGR (manager of the Bancoposta Rinascimento fund), Eurizon Capital SGR S.p.A. (manager of the Eurizon Pir Italia -Eltif fund) and Mediolanum Gestione Fondi Sgr S.p.A. (manager of the Mediolanum Flessibile Futuro Italia and Mediolanum Flessibile Sviluppo Italia funds)11 (“BoSA List 2”), together holding, as of the date of submission of the list, 1,458,729 ordinary shares of the Company, equal to 2.75232% of the share capital and ranked second in terms of number of votes12.

In light of this shareholders’ resolution, the composition of the Company’s Board of Statutory Auditors as of the close of the financial year is as follows:

Name and surname Office List Alfredo Pascolin Chair BoSA List 2 Felice Simbolo Standing Statutory Auditor BoSA List 1 Barbara Bortolotti Standing Statutory Auditor BoSA List 1 Roberto Scialdone Alternate Auditor BoSA List 1 Sofia Rampolla Alternate Auditor BoSA List 2

On 10 March 2026 Mr Roberto Scialdone resigned from the position of Alternate Statutory Auditor with immediate effect. Subsequently, on 27 April 2026 the Shareholders’ Meeting resolved to appoint Mr Marco Baggetti as Alternate Statutory Auditor, to remain in office until the end of the term of the members of the Board of Statutory Auditors appointed by resolution of 27 April 2023.

In light of this shareholders’ resolution, the composition of the Company’s Board of Statutory Auditors as of the Report Date is as follows:

Name and surname Office List Alfredo Pascolin Chair BoSA List 2 Felice Simbolo Standing Statutory Auditor BoSA List 1 Barbara Bortolotti Standing Statutory Auditor BoSA List 1 Marco Baggetti * Alternate Auditor -

Sofia Rampolla Alternate Auditor BoSA List 2 *Appointed by the Shareholders’ Meeting of 27 April 2026 upon the proposal of Shareholder GC Holding S.p.A.

All members of the Board of Statutory Auditors meet the independence requirements of Article 148(3) of the Italian Consolidated Law on Finance and Article 2 of the CG Code. The statement made by the members of the Board of Statutory Auditors regarding the fulfilment of independence requirements was verified by the Board of Directors on 26 May 2023. In addition, all auditors meet the requirements of professionalism and integrity required by Article 148 of the Italian Consolidated Law on Finance and the Regul ation adopted by Ministry of Justice Decree No. 162/2000.

11 Consisting of Alfredo Pascolin (standing auditor) and Sofia Rampolla (alternate auditor).

12 The list obtained 3,321,991 votes in favour, representing 7.347% of the voting participants.

64 Below is a brief CV of the members of the Board of Statutory Auditors, outlining their skills and experience in business management.

Alfredo Pascolin, born on 13 October 1967 in Palmanova (Udine), is an expert in commercial law at the Faculty of Law of the University of Trieste and practises as a chartered accountant and statutory auditor. He is Chair of the Association of Chartered Acc ountants of Gorizia and holds the position of statutory auditor and member of the board of statutory auditors and supervisory body in several companies. He has also served as a member of the Board of Directors and liquidator, negotiated settlement expert, certifier and insolvency practitioner.

Felice Simbolo, born in Naples on 7 March 1963. He graduated in Economics and Business in 1989. During his career, he has worked as an auditor, chair of the board of statutory auditors and auditor of numerous corporations and entities. Felice Simbolo has a lso served as chair of the board and director in corporations and is a founding partner of FMG & partners corporate advisors S.r.l. He served as a director of the Issuer from 2012 to 2017 and was Chair of the Issuer’s Board of Statutory Auditors from 2020 to 2023.

Barbara Bortolotti, born in Rome on 6 June 1972. She holds a degree in Economics and Business from Sapienza University of Rome and is a qualified chartered accountant and statutory auditor. Barbara Bortolotti is a member of boards of statutory auditors of various corporations, as well as liquidator in several limited liability cooperative companies in compulsory liquidation and winding -up procedures under Article 2545 -

septiesdecies of the Italian Civil Code. Ms Bortolotti also advises on financial statements, accounting and tax matters in real estate management companies and companies operating in other sectors; voluntary and statutory business valuations and branch valuations; mana gement of tax litigation before tax commissions and financial offices; and business crisis management (preparation of certified plans pursuant to Articles 160 et seq. of Italian Royal Decree no. 267/1942).

Sofia Rampolla, born on 24 September 1961 in Palermo. Sofia Rampolla holds a degree in Economics and Business from the University of Palermo.

Marco Baggetti, born in Milan on 26 March 1981, is a Chartered Accountant and Statutory Auditor who has been Managing Partner of CTL Advisory since 2012 and has experience in M&A, corporate reorganisations, company valuations, corporate finance and restruc turing. He previously worked at Bernoni Grant Thornton and holds numerous positions as director, statutory auditor and auditor in Italian and international companies.

He holds a degree in Economics from the Catholic University of Milan and earned a Master’ s degree in Asset Management and Financial Advisory.

For more information on the lists filed for the appointment of the control body by the Shareholders’ Meeting of 27 April 2023 and the proposal to appoint Marco Baggetti as Alternate Statutory Auditor, see the Company’s website https://investor.theitalianseagroup.com/ , in the “Corporate Governance”/“Shareholders’ Meeting” section, where the full lists submitted by shareholders and the professional CV of each standing and alternate statutory auditor are available.

During the Financial Year, the Board of Statutory Auditors met 11 times, specifically on 10 February 2025, 11 March 2025, 19 March 2025, 24 March 2025, twice on 31 March 2025, 5 June 2025, 8 August 2025, 23 September 2025, 30 October 2025 and 18 December 2 025; the meetings lasted approximately 2.5 hours.

The percentage attendance of each standing auditor was as follows: Alfredo Pascolin 100%, Felice Simbolo 100%, and Barbara Bortolotti 100%.

Note also that, from the end of the Financial Year to the Report Date, the Board of Statutory Auditors met 1 5 times, on 2 February 2026, 6 February 2026, 11 February 2026, 23 February 2026, 24 February 2026, 27 February 2026, 6 March 2026, 13 March 2026, 16 March 2026, 17 March 2026, 1 April 2026, 10 April 2026, 29 April 2026, 25 May 2026 and 3 June 2026 respecti vely, and at least two further meetings are planned before the end of the 2026 financial year.

See Table 4 at the end of this Report for information on the meetings held during the Financial Year.

65 For more information, see Section 15 of this Report.

A description of the composition and diversity of the control body is also provided in the “Governance Structure” section of the Consolidated Sustainability Report.

The Issuer believes that the composition of the Board of Statutory Auditors is adequate to ensure the independence and professionalism of its function, as it is composed of professionals who are experts in statutory auditing, with experience on the Boards of Statutory Auditors of other companies.

Diversity criteria and policies Taking into account the structure and size of the Company, the qualitative and quantitative composition of the Board of Statutory Auditors, which ensures sufficient diversity in terms of skills, age, gender and experience, including international, as well as the relative ownership structure and the list voting mechanism envisaged in the By -laws, which in turn ensures a transparent appointment procedure and a balanced composition of the control body, the Issuer has not deemed it necessary to adopt diversity policies in relation to the composition of the control body with regard to aspects such as age, gender composition and educational and professional background.

In particular, with regard to the composition of the Board of Statutory Auditors, the Company considered the diversity criteria envisaged by current legislation and the Code, including those regarding gender.

As of the Report Date, one -third of the standing auditors are members of the least represented gender.

Therefore, the current composition of the Board of Statutory Auditors complies with the allocation criterion set out in Article 148 of the Italian Consol idated Law on Finance and the recommendations of the Code.

Independence

On 10 September 2024, the Board of Directors determined the quantitative and qualitative criteria for assessing the significance of relevant circumstances under the CG Code for evaluation of the independence of the directors and auditors. For more informat ion on these criteria, see Paragraph 4.7 of this Report.

At its meeting of 16 May 2023, the Board of Statutory Auditors positively assessed the existence of the independence requirements required by the law and the CG Code for the members of the Board of Statutory Auditors. The positive outcome of this assessmen t was subsequently forwarded to the Board of Directors and disclosed to the market.

The existence of the independence requirements, as established by law and the Code, for the members of the Board of Statutory Auditors was also assessed by the Board of Directors on 21 March 2024 and by the Board of Statutory Auditors itself on 19 March 20 25.

In carrying out the above assessment, all information made available by each member of the Board of Statutory Auditors was considered, as envisaged in Recommendation 9 of the Code, assessing all circumstances that appear to compromise independence as ident ified by the Italian Consolidated Law on Finance and the CG Code (Recommendation 6, as referred to in Recommendation 9) and applying all the criteria envisaged by the CG Code with reference to the independence of directors (Recommendation 7, as referred to in Recommendation 9).

Remuneration

In accordance with the recommendations of the Code, the remuneration of statutory auditors is appropriate to the competence, professionalism and commitment required by the importance of the role covered and the company's size and sectoral characteristics.

Management of interests

66 Therefore, an auditor who – independently or on behalf of third parties – has an interest in a specific transaction of the Issuer must promptly and fully inform the other auditors and the Chair of the Board of Directors about the nature, terms, origins and extent of this interest.

In carrying out its activities during the Financial Year, the Board of Statutory Auditors coordinated with the Internal Audit Function and the Audit, Risk and Sustainability Committee through joint meetings and the exchange of the relevant documentation.

11.3 ROLE

The Board of Statutory Auditors detailed the activities carried out during the Financial Year in the report pursuant to Article 153 of the Italian Consolidated Law on Finance of 31 March 2025.

The report was drafted in compliance with the guidance provided by CONSOB with Communication DAC/RM/97001574 of 20 February 1997 and with Communication DEM/1025564 of 6 April 2001, amended and supplemented by Communications DEM/3021582 of 4 April 2003 and DEM/6031329 of 7 April 2006: the Board reports on its activities separately for each area of supervision, as required by the rules governing its operations.

In particular, the report consists of the following sections:

-The Board of Statutory Auditors -Self-assessment of the Board of Statutory Auditors -Supervision of the adequacy of the organisational structure and compliance with the principles of proper administration.

-Audit of the annual and consolidated financial statements.

-Supervision of the internal control and risk management system and the administrative and accounting system.

-Transactions and events of significant economic, financial and equity importance that occurred in the financial year 2024 or after its closure.

-Monitoring of atypical and/or unusual transactions carried out with third parties or intercompany and related party transactions.

-Activities carried out by the Board of Statutory Auditors during the financial year 2024 on compliance with laws, regulations and provisions of the by -laws – participation in meetings of corporate bodies.

-Supervision of the financial reporting process -Supervision of the non -financial reporting process -Supervision of the proper implementation of Corporate Governance rules -Reports and complaints under Article 2408 of the Italian Civil Code. Any omissions, reprehensible actions or irregularities noted.

-Remuneration of directors, the general manager and Key Management Personnel.

-Other opinions expressed by the Board of Statutory Auditors.

-Supervision pursuant to Italian Legislative Decree no. 39/2010 – Verification of the independence of the

Auditing Firm

-Meetings of the Board of Statutory Auditors, the Board of Directors and the Board Committees

-Conclusions

67 The supervisory work carried out after the end of the financial year, also in view of the material events affecting the Company and the equally significant work of the Board of Statutory Auditors, will be described in the report pursuant to Article 153 of the Italian Consolidated Law on Finance for 2025, which will be drafted

shortly

68

12. RELATIONS WITH SHAREHOLDERS AND OTHER SIGNIFICANT STAKEHOLDERS

Access to information The Issuer has established a dedicated section on its website that is easily identifiable and accessible, in which information concerning the Issuer that is relevant to its Shareholders is made available, in order to enable the latter to exercise their rig hts in an informed manner, and for other relevant stakeholders.

In particular, all press releases issued to the market and – following their approval by the competent corporate bodies – the Issuer’s full periodic financial documents are accessible and available for consultation on the Issuer’s website. The main documen ts relating to governance of the Group are also available on the Company’s website.

On 28 February 2025, following discussion by the Appointments and Remuneration Committee at its meeting of 5 November 2024, the Board of Directors appointed Mr Enrico Filippi as Head of Relations with Shareholders generally and institutional investors (inv estor relator). The Issuer has also set up an ad -hoc corporate structure to facilitate dialogue with Shareholders and the timely and adequate provision of information concerning the Issuer.

Dialogue with shareholders and other significant stakeholders The Issuer, on the recommendation of the Chair formulated in agreement with the Chief Executive Officer, also taking into account the engagement policies adopted by institutional investors and asset managers, has adopted the Shareholder Engagement Policy, approved by the Board of Directors on 24 January 2023 and available on the Company’s website https://investor.theitalianseagroup.com/ , in the “ Corporate Governance ”/“Documents, Policies and Procedures ” section.

This policy was prepared in line with the principles of fairness and transparency and ensures that the dialogue with TISG Shareholders is conducted in compliance with EU regulations on market abuse, as well as in line with international best practices.

The function responsible for dialogue with the financial community is the “Investor Relations Office”, which has set up a series of channels for sharing information with the aim of facilitating the effectiveness of dialogue with institutional investors and Shareholders in general, through the organisation of meetings, conference calls, site visits and roadshows.

The function also has access to the aforementioned dedicated website (https://investor.theitalianseagroup.com/ ), which brings together the documents and information considered to be of most interest.

In addition to the above, the Investor Relations Office organises additional meetings with shareholders, in person or by conference call – one-to-one or group -based – when requested by the aforementioned parties.

During the Financial Year, no requests for direct dialogue were received from investors concerning the Company that required the involvement of the Chair or the Board of Directors.

The TISG Shareholders’ Meeting, described in the next section, is also an important opportunity for discussion between the shareholders and the directors.

The ways in which stakeholders’ interests and views are taken into account in the strategy and business model, as well as stakeholder engagement and the Company’s understanding of the interests and views of key stakeholders, are illustrated in the “Strateg y, Business Model and Value Chain” and “Social Information” sections, in the “Own Workforce”/“Interests and Views of Stakeholders” paragraph of the Consolidated Sustainability Report.

69 13. SHAREHOLDERS’ MEETINGS (under Article 123 -bis (1)(l) and (2)(c) of the Italian Consolidated Law on Finance) Call of Shareholders’ Meetings The duly constituted Shareholders’ Meeting represents all Shareholders, and its resolutions, adopted in accordance with the law and the By -laws, are binding on all shareholders. The Shareholders’ Meeting may be ordinary or extraordinary and addresses matte rs in accordance with the law.

Pursuant to Article 9 of the By -laws, an Ordinary Shareholders’ Meeting must be called at least once a year, within one hundred and twenty days of the end of the financial year, or within one hundred and eighty days if the Company is required to prepare co nsolidated financial statements or when special needs relating to the structure and purpose of the Company so require, without prejudice to the provisions of Article 154 -ter of the Italian Consolidated Law on Finance.

The Shareholders’ Meeting may be called at a location other than the registered office, as long as it is within the national territory.

The Shareholders’ Meeting is called by the directors by means of a notice containing the date, time and place of the meeting and the matters to be discussed, as well as any additional information required under the law, including the regulations in force a t the time. The notice is published on the Company’s website and in the additional ways and under the terms established by the laws and regulations in force from time to time.

Pursuant to Article 126 -bis of the Italian Consolidated Law on Finance, Shareholders who, including jointly, represent at least one fortieth of the share capital, may request – with the exception of items whose proposal is the responsibility of the Board or based on a draft or a rep ort prepared by them – within ten days of the publication of the notice of meeting, or within five days in the case of a call pursuant to Article 125 -bis (3) of the Italian Consolidated Law on Finance or Article 104(2) of the Italian Consolidated Law on Finance, additions to the list of items to be discussed, indicating the proposed items in the request, or to submit resolution proposals on items already o n the agenda. Shareholders who request integrations to the agenda must prepare a report outlining the rationale for the proposed resolutions on the new items or for the additional resolutions related to items already on the agenda. This report must be subm itted to the Board of Directors by the deadline for submitting such requests.

Furthermore, pursuant to Article 127 -ter of the Italian Consolidated Law on Finance, Shareholders may ask questions on the items on the agenda before the Shareholders’ Meeting. Responses to any questions received before the Shareholders’ Meeting will be provided at the latest during the meeting. The Company reserves the right to provide a single answer to questions with the same content. The notice of call indicates the deadline by which the questions asked prior to the Shareholders’ Meeting must be received by the Company, which may not be earli er than 5 (five) trading days prior to the date of the Shareholders’ Meeting – first call or single call – or the date indicated in Article 83 -sexies (2) of the Italian Consolidated Law on Finance (i.e. the end of the accounting day of the seventh trading day prior to the date of the Shareholders’ Meeting) if the notice of meeting requires the Company, prior to the Shareholders’ Meeting, to respond to the questions received. In this case, the responses are provided at least two days before the Shareholders’ Meeting, also being published in a special section of the Company’s website.

The Ordinary and Extraordinary Shareholders’ Meetings are held in a single call. In any case, the Board of Directors may also call the Shareholders’ Meeting on second and third call in accordance with current legislation, indicating the date, time and plac e in the notice of meeting.

In any case, the Shareholders’ Meeting is considered duly convened if the entire share capital is represented and the majority of the directors and standing auditors of the Board of Statutory Auditors in office attend the Shareholders’ Meeting, in accordan ce with Article 2366 of the Italian Civil Code.

Attendance at the Shareholders’ Meeting

70 Anyone with the right to vote is entitled to attend the Shareholders’ Meeting.

The right to attend the Shareholders’ Meetings and exercise voting rights is confirmed by a notification to the Company issued by the authorised intermediary in accordance with the law, based on the evidence of its accounting records at the end of the acco unting day of the seventh trading day prior to the date set for the Shareholders’ Meeting on single call, and received by the Company within the statutory deadlines.

It is the responsibility of the Chair of the Shareholders’ Meeting, who may rely on designated officials, to verify the right to attend the Shareholders’ Meeting and to resolve any disputes that may arise.

Those entitled to vote at the Shareholders’ Meeting may be represented by proxy in accordance with the law.

The proxy may be notified to the Company by certified e -mail in compliance with the applicable provisions in force from time to time.

Pursuant to the By -laws, the Company may designate for each Shareholders’ Meeting a person to whom the Shareholders may grant, in the manner and within the deadlines set out by the law and by the applicable regulatory provisions, a proxy with voting instru ctions on all or some of the proposals on the agenda. The proxy is only valid for proposals in relation to which voting instructions are given.

The Company may provide, under Article 135 undecies .1 of the Italian Consolidated Law on Finance, that attendance and exercise of voting rights at the Shareholders’ Meeting by those entitled to vote may take place exclusively through the designated representative referred to in Article 135 -undecies of the Italian Consolidated Law on Finance, where permitted by and in accordance with the applicable laws and regulations in force at the time, as envisaged by the Board of Directors and specified in the notice of call. The designated representative may a lso be granted proxies and sub -proxies pursuant to Article 135 -novies of the Italian Consolidated Law on Finance.

Conduct of the Shareholders’ Meeting The Shareholders’ Meeting is chaired by the Chair of the Board of Directors or, in the event of the Chair’s absence or incapacity, by the Deputy Chair, where appointed. If there are multiple Deputy Chairs, precedence is given to the oldest Deputy Chair. In the event of absence or incapacity of the aforementioned persons, the Shareholders’ Meeting shall elect its own Chair from among the directors or, if none are available, from outside the Board.

The validity of the constitution and resolutions of both Ordinary and Extraordinary Shareholders’ Meetings shall be governed by the legal provisions in force from time to time.

The Chair shall be assisted by a Secretary, who is not required to be a shareholder, designated by the Shareholders’ Meeting. In the cases envisaged by law, and in any case when the Chair of the Shareholders’ Meeting considers it appropriate, the minutes a re drafted by a notary public chosen by the Chair. The resolutions of the Shareholders’ Meeting shall be recorded in the minutes, signed by the Chair and the Secretary or the notary public.

In order for an Ordinary or Extraordinary Shareholders’ Meeting to be validly constituted and for its resolutions to be valid, the provisions of the law and the by -laws must be observed.

The Ordinary and Extraordinary Shareholders’ Meetings may be held, if specified in the notice of call, with participants located in multiple venues, either nearby or remote, connected via audio -conferencing and/or video -conferencing, provided that all part icipants can be identified and are able to follow the discussion, to participate in real time in the discussion of the items on the agenda, to receive and send documents and to take part in the voting, and provided that all of the above is acknowledged in the relevant minutes.

Pursuant to the By -laws, the Board has the power to resolve on the matters set out in Article 2365(2) of the Italian Civil Code.

71 The By -laws provide Shareholders with the option to request an increase in voting rights for shares that have been held continuously for at least 24 months, starting from the date of entry on the special list held by the Company. In order to be registered in the special list, the eligible party must submit a specific application, attaching a statement issued by the intermediary holding the shares, certifying share ownership in accordance with the applicable regulations. The enhanced voting rights may also b e requested for only part of the shares held by the holder.

The right of withdrawal is governed by law, it being understood that shareholders are not entitled to withdraw if they did not take part in the approval of resolutions concerning: (i) the extension of the term of the Company, and (ii) the introduction, amendment or removal of restrictions on the transfer of shares.

** ** ** The Issuer’s Shareholders’ Meeting held on 29 April 2022 approved the rules of procedure governing the conduct of TISG’s Ordinary and Extraordinary Shareholders’ Meetings, in compliance with the law, regulations and the By -laws.

One Shareholders’ Meeting was held during the Financial Year, on 22 April 2025. All members of the Board of Directors, with the exception of Director Laura Angela Tadini, and all members of the Board of Statutory Auditors attended the meeting.

The Board of Directors reported to the Shareholders’ Meeting on the activities carried out and planned, and endeavoured to ensure that the Shareholders received adequate information so that they could make informed decisions at the Shareholders’ Meeting.

In particular, the Board of Directors published explanatory reports on the various items on the agenda, drafted pursuant to Article 125 -ter of the Italian Consolidated Law on Finance and Article 84 -ter of the CONSOB Issuers’ Regulation.

During the Financial Year, the Board of Directors did not deem it necessary to draw up reasoned proposals to be submitted to the Shareholders’ Meeting to establish a corporate governance system more suited to the company’s needs, concerning:

(i) the choice and characteristics of the corporate governance model (traditional, one -tier, two -tier);

(ii) size, composition and appointment of the Board and term of office of its members;

(iii) the structuring of economic rights attached to shares;

(iv) the thresholds established for the exercise of rights protecting minority shareholders.

With reference to the proposal relating to the introduction of enhanced voting rights, submitted by the Board to the Shareholders’ Meeting of 1 July 2024, note that the reasons for this decision and the decision -making process followed by the Board, as wel l as the effects of the enhanced voting rights on the Issuer’s ownership and control structure are discussed in the explanatory report prepared by the Board of Directors and available on the Company’s website https://investor.theitalianseagroup.com/ , in the “ Corporate Governance ”/“Shareholders’ Meeting ” section.

On 27 April 2026 the Shareholders’ Meeting resolved to redetermine the number of members of the Board of Directors at five instead of the seven originally established by the Shareholders’ Meeting of 27 April 2023, following the resignation of Directors Fil ippo Menchelli, Marco Carniani and Laura Angela Tadini.

72 14. FURTHER CORPORATE GOVERNANCE PRACTICES (under Article 123 -bis (2)(a), second part, of the Italian Consolidated Law on Finance) There are no additional corporate governance practices beyond those already specified in the preceding sections of this Report.

73

15. CHANGES SINCE THE END OF THE FINANCIAL YEAR

From the end of the Financial Year to the Report Date, the following changes occurred in the Issuer’s governance structure.

On 18 February 2026 the Board of Directors noted that budget overruns had arisen on the majority of contracts in progress, with resulting adverse impacts on the Company’s cash position. In this context, following the favourable opinion of the Audit, Risk a nd Sustainability Committee, which serves as the Related Party Transactions Committee, the Board approved the entry into a shareholder loan agreement with GC Holding S.p.A., the Company’s majority shareholder and a related party, for EUR 25 million, disbur sed in a single tranche. The loan does not bear interest and does not entitle GC Holding S.p.A. to any fee for granting it. The Company will repay the loan in one or more instalments by 31 December 2032. The transaction constitutes a material related -party transaction pursuant to the Related Party Transactions Procedure because the value materiality ratio exceeds the 5% threshold.

On 27 February 2026 Mr Filippo Menchelli resigned as a member and Chair of the Board of Directors with immediate effect, Mr Marco Carniani resigned as a member and Deputy Chair of the Board of Directors and as Financial Reporting Manager responsible for dr afting the company accounting documents pursuant to Article 154 -bis of the Italian Consolidated Law on Finance with immediate effect, and Ms Laura Angela Tadini resigned as a member of the Board of Directors with immediate effect. From that date, in order to ensure rapid management of the emerging crisis, the Committees w ere deemed validly constituted with a majority of their members still in office and, where necessary, resolved with the favourable vote of all members remaining in office. At its meeting on 27 February 2026, the Board of Directors unanimously resolved to e lect Giovanni Costantino as Chair of the Board of Directors and also granted him the powers previously assigned to Mr Menchelli, except for the role of employer.

On 6 March 2026 the Board of Directors resolved to co -opt Mr Pietro Smeriglio as a member of the Board of Directors and also assigned him the role of employer pursuant to Article 2(1)(b), of Italian Legislative Decree 81/2008.

The Shareholders’ Meeting of 27 April 2026 resolved to redetermine the number of members of the Board of Directors at five and confirm the appointment of Mr Pietro Smeriglio as a member of the Board, to remain in office until the end of the term of the mem bers of the Board appointed by resolution of 27 April 2023.

On 13 April 2026, having obtained the mandatory opinion of the Board of Statutory Auditors, the Board of Directors resolved to appoint Mr Fabio Zanobini – who was assigned the duties of the Company’s Chief Financial Officer with effect from 20 April 2026 – as Financial Reporting Manager responsible for drafting the company accounting documents pursuant to Article 154 -bis of the Italian Consolidated Law on Finance and Article 19 of the By -laws, including for the purpose of the certification referred to in paragraph 5 -ter of the Italian Consolidated Law on Finance, granting him the organisational, signature and certification powers envisaged by the laws in force and the By -laws.

On the same date, the Board of Directors resolved to award the internal audit mandate to Peak Compliance S.r.l., a party external to the Company with adequate expertise, independence and organisation, appointing Ms Elena Bocchino as Head of the Function fo r a period of 12 months.

On 10 March 2026 Mr Roberto Scialdone resigned from the position of Alternate Statutory Auditor with immediate effect for personal reasons. On 27 April 2026 the Shareholders’ Meeting resolved to appoint Mr Marco Baggetti as Alternate Statutory Auditor, to remain in office until the end of the term of the members of the Board of Statutory Auditors appointed by resolution of 27 April 2023.

Following a voluntary request approved by the Board of Directors on 6 March 2026, Borsa Italiana S.p.A.

removed the Company’s ordinary shares from STAR status with effect from 17 March 2026. From that date, the Company’s ordinary shares continue to be trad ed on Euronext Milan.

74 On 13 March 2026 the Company applied for the appointment of an independent expert for the negotiated settlement of the crisis pursuant to Articles 12 et seq. of Italian Legislative Decree no. 14 of 12 January 2019 (CCII), and the designated expert, Mr Enri co Terzani, accepted the mandate on the same date. On 20 April 2026 the Court of Florence confirmed the protective measures requested by the Company for a maximum period of four months from 16 March 2026.

On 21 May 2026 the Board of Directors noted the existence of losses constituting a situation falling within Article 2447 of the Italian Civil Code, with the share capital reduced below the statutory minimum under Article 2327 of the Italian Civil Code, and simultaneously filed the declaration referred to in Article 20(1), of Italian Legislative Decree no. 14 of 12 January 2019 (CCII), resulting in the temporary suspension of the obligations envisaged by Article 24 46(2)(3), and Article 2447 of the Italian Civil Code.

On 1 July 2026 the Board of Directors resolved to file the application pursuant to Article 44 of Italian Legislative Decree no. 14 of 12 January 2019 (the so -called application with reservation), in order to access the protections envisaged by law and pres erve business continuity. On 3 July 2026 the Court of Florence appointed the judicial commissioners and commenced proceedings with a view to business continuity, granting the Company 60 days, which could be extended, to file the final plan and the resultin g proposal.

On 22 July 2026 the Ordinary Shareholders’ Meeting was held exclusively through the Designated Representative pursuant to Article 135 -undecies of the Italian Consolidated Law on Finance, identified as Monte Titoli S.p.A., and was chaired by Giovanni Costantino, Chair of the Board of Directors. The Shareholders’ Meeting acknowledged the explanatory report drafted by the Board of Directors pursuan t to Article 2446(1), of the Italian Civil Code, and the observations of the Board of Statutory Auditors regarding the Company’s financial position and performance as of 31 December 2025 and 30 April 2026. Specifically, the Shareholders’ Meeting noted that : (i) on 18 February 2026 the Board of Directors had noted budget overruns on the majority of contracts in progress, with resulting adverse impacts on the Company’s cash position, and that the Company had appointed KPMG to commence an independent, in -depth audit (forensic due diligence) and had filed a criminal complaint against certain former senior executives; (ii) the unaudited statement of financial position and performance as of 31 December 2025 showed a loss of EUR 163,779 thousand and negative shareh olders’ equity of EUR 382,516 thousand, resulting in a reduction in shareholders’ equity due to losses constituting the situation referred to in Article 2447 of the Italian Civil Code; (iii) the statement of financial position as of 30 April 2026 confirmed the complete erosion of the share capital, with negative shareholders’ equity of EUR 399,216 thousand; (iv) on 13 March 2026 the Company had applied for the Negotiated Settlement of the Crisis pursuant to Articles 12 et seq. of Italian Legislative Decree no. 14 of 12 January 2019 (CCII), obtaining confirmation of the protective measures from the Court of Florence; (v) on 21 May 2026 the Board of Directors had filed the declaration referred to in Article 20(1), of the CCII, resulting in the temporary suspen sion of the obligations envisaged by Article 2446, paragraphs 2 and 3, and Article 2447 of the Italian Civil Code; and (vi) on 30 June 2026 the Board of Directors had resolved to submit an application for access to the crisis regulation instruments envisag ed by the CCII pursuant to Article 44 of the CCII, requesting the application of protective measures with business continuity.

75

TABLES

TABLE 1: INFORMATION ON THE OWNERSHIP STRUCTURE AS OF THE REPORT DATE

SHARE CAPITAL STRUCTURE

No. of

shares No. of

voting

rights Listed/unlisted Rights and obligations

Ordinary shares

(specifying whether it is possible to enhance the voting rights) 53,000,000 53,000,000 Euronext Milan In accordance with the law and the By -laws.

Note that the By -laws provide for enhanced voting rights.

Preference shares - - - -

Multiple -vote shares - - - -

Other categories of voting shares - - - -

Savings shares - - - -

Convertible savings shares - - - -

Other categories of non -voting shares - - - -

Others - - - -

OTHER FINANCIAL INSTRUMENTS

(granting the right to subscribe for newly issued shares)

Listed (specify

markets) / unlisted No. of outstanding instruments Class of shares

reserved for

conversion/exercise No. of shares

reserved for

conversion/exercise

Convertible bonds - - - -

Warrant - - - -

SIGNIFICANT SHAREHOLDINGS IN SHARE CAPITAL

Notifying Shareholder Direct Shareholder % of ordinary capital % of voting capital Giovanni Costantino GC Holding S.p.A. 53.60 53.60

76

TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AT THE END OF THE FINANCIAL YEAR

Board of Directors Office Members Year of birth Date of first appointment (*) In office from In office until List

(proposers)

(**) List

(M/m)

(***) Exec. Non-

exec. Indep.

Code Indep.

Italian

Consolida

ted Law

on Finance No. of other

positions

(****) Attendance

(*****)

Chair Filippo Menchelli 1972 31 May 2013 12 November 2024 Financial Year

31/12/2025 - - X 0 17/17

Deputy Chair Marco Carniani 1980 3 March 2023 27 April 2023 Financial Year 31/12/2025 Shareholders M X 0 17/17

Chief Executive

Officer Giovanni Costantino 1963 21 December 2012 27 April 2023 Financial Year 31/12/2025 Shareholders M X 2 17/17 Director Laura Angela Tadini 1970 27 April 2023 27 April 2023 Financial Year 31/12/2025 Shareholders m X X X 7 15/17 Director Fulvia Tesio 1967 18 February 2021 27 April 2023 Financial Year 31/12/2025 Shareholders M X X X 3 17/17 Director Gianmaria Costantino 2001 22 October 2022 27 April 2023 Financial Year 31/12/2025 Shareholders M X 1 17/17 Director ° Antonella Alfonsi 1967 18 February 2021 27 April 2023 Financial Year 31/12/2025 Shareholders M X X X 14 16/17 Directors who left office during the financial year Director - - - - -

Notes

The following symbols must be entered in the “Office” column:

• This symbol means that the director is responsible for the Internal Control and Risk Management System.

 This symbol indicates the Lead Independent Director (LID).

(*) Date of first appointment of each director, meaning the date on which the director was appointed for the first time (ever ) to the BoD of the Issuer.

(**) This column indicates whether the list from which each director was drawn was submitted by shareholders (indicating “Sha reholders”) or by the Board of Directors (indicating “BoD”).

(***) This column indicates whether the list from which each director was drawn is a “majority” list (indicating “M”) or a “m inority” list (indicating “m”).

(****) This column shows the number of positions of director or auditor held by the person concerned in other listed or large companies . The positions are indicated in detail in the Corporate Governance Report.

(*****) This column specifies the attendance of directors at BoD meetings (specify the number of meetings attended out of the total number of meetings that the director could have attended; e.g. 6/8; 8/8 etc.).

77

TABLE 3: STRUCTURE OF BOARD COMMITTEES AT THE END OF THE FINANCIAL YEAR

Board of Directors Executive Committee RPT Committee Audit, Risk and

Sustainability

Committee Remuneration

Committee Appointments

Committee Other committee Other committee Position/Status Members (*) (**) (*) (**) (*) (**) (*) (**) (*) (**) (*) (**) (*) (**) Chair of the BoD/executive/non -

independent Filippo Menchelli - - - - - - - - - - - - - -

Deputy Chair of the BoD/non -

executive/non -independent Marco Carniani - - - - - - - - - - - - - -

Chief Executive

Officer /executive/non -

independent Giovanni Costantino - - - - - - - - - - - - - -

Director/non -executive/non -

independent Gianmaria Costantino - - - - - - - - - - - - - -

Non-executive director – independent as per Italian Consolidated Law on Finance and/or Code Laura Angela Tadini - - - M 7/9 M 7/8 M 7/8 M - - - -

Non-executive director – independent as per Italian Consolidated Law on Finance and/or Code Fulvia Tesio - - - M 9/9 M 8/8 C 8/8 C - - - -

Non-executive director – independent as per Italian Consolidated Law on Finance and/or Code Antonella Alfonsi - - - C 9/9 C 8/8 M 8/8 M - - - -

Directors who left office during the financial year

- - - - - - - - - - - - - - - -

Any non -director members Issuer Executive/Other Last Name First name -

No. of meetings held during the Financial Year: Audit, Risk and Sustainability Committee: 9 Appointments and Remuneration Committee: 8

Notes

(*) This column specifies the attendance of directors at committee meetings (specify the number of meetings attended out of t he total number of meetings that could have been attended; e.g. 6/8; 8/8 etc.).

(**) This column indicates the status of the director within the committee: “C”: chair; “M”: member.

78

TABLE 4: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AT THE END OF THE FINANCIAL YEAR

Board of Statutory Auditors Office Members Year of birth Date of first appointment (*) In office from In office until List (M/m) (**) Indep. Code Attendance at meetings of the Board of

Statutory Auditors

(***) No. of other positions

(****)

Chair Alfredo Pascolin 1967 27 April 2023 27 April 2023 Financial Year 31/12/2025 m x 11/11 15

Standing Statutory

Auditor Felice Simbolo 1963 21 December 2012 27 April 2023 Financial Year 31/12/2025 M x 11/11 6

Standing Statutory

Auditor Barbara Bortolotti 1972 8 May 2020 27 April 2023 Financial Year 31/12/2025 M x 11/11 4 Alternate Auditor Roberto Scialdone 1962 27 April 2023 27 April 2023 Financial Year 31/12/2025 M x 10 Alternate Auditor Sofia Rampolla 1961 27 April 2023 27 April 2023 Financial Year 31/12/2025 m x 1 Statutory Auditors who left office during the financial year

- - - - - - - - - -

Notes

(*) Date of first appointment of each auditor, meaning the date on which the auditor was appointed for the first time (ever) to the Board of Statutory Auditors of the Issuer.

(**) This column indicates whether the list from which each auditor was drawn is a “majority” list (indicating “M”) or a “min ority” list (indicating “m”).

(***) This column specifies the attendance of the auditors at the Board of Statutory Auditors meetings (specify the number of meetings attended out of the total number of meetings the auditor could have attended; e.g. 6/8;

8/8 etc.).

(****) This column specifies the number of positions of director or auditor held by the person concerned pursuant to Article 148-bis of the Italian Consolidated Law on Finance and the relevant implementing provisions set out in the CONSOB Issuers’ Regulation. The complete list of positions is published by CONSOB on its website pursuant to Artic le 144 -quinquiesdecies of the CONSOB Issuers’ Regulation.