Report on the corporate governance and ownership structure as of June 30, 2026

Report on Corporate Governance and ownership structure

Pursuant to Art. 123-bis of the T.U.F.

(one tier governance model )

(Fiscal year 2025/2026)

Approved by the Board of Directors on September 17th, 2026

Digital Bros S.p.A.

Via Tortona, 37 – 20144 Milan, Italy VAT Number and Tax Number 09554160151 Share Capital: Euro 6,024,334.80 of which subscribed Euro 5,7 40,014.80 Milan Companies House no. 290680 -Vol. 7394 Chamber of Commerce No. 1302132

The report is available in the Governance /Corporate Governance Report section at www.digitalbros.com

Please consider that this is an Italian to English translation and that the Italian version shall always prevail in case of any discrepancy or inconsistency

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3 Index

GLOSSARY 5

1. ISSUER PROFILE 6

2. INFORMATION ON THE OWNERSHIP STRUCTURE AS OF JUNE 30, 2026 (pursuant to Art.123 -bis, (1), T.U.F.)

8 a) Share capital structure (pursuant to Art. 123 -bis (1) (a) of the T.U.F.) 8 b) Restrictions on the transfer of shares (pursuant to Art. 123 -bis (1) (b) of the T.U.F.) 9 c) Significant shareholdings (in terms of Art. 123 -bis(1)(c) of the T.U.F.) 9 d) Shares with special rights (pursuant to Art. 123 -bis (1) (d) of the T.U.F.) 9 e) Employee share ownership: exercise of voting rights (pursuant to Art. 123 -bis (1) (e) of the T.U.F. 9 f) Restrictions on voting rights (pursuant to Art. 123 -bis(1)(f) of the T.U.F.) 9 g) Shareholders’ agreements (pursuant to Art. 123 -bis (1) (g) of the T.U.F.) 9 h) Change of control clauses (pursuant to Art. 123 -bis(1)(h) of the T.U.F.) and provisions of the Articles of Association on takeover bids (pursuant to Arts. 104 (1 -ter) and 104 -bis (1) of the T.U.F.) 9 i) Authorisations to increase the share capital and purchase treasury shares (pursuant to Art. 123 -bis (1) (m) of the

T.U.F.) 10

j) Management and coordination activities (in terms of Art. 2497 of the Civil Code) 11 3. COMPLIANCE (pursuant to Art.123 -bis(2)(a), of the T.U.F.) 11

4. BOARD OF DIRECTORS 11

4.1 Role of the Board of Directors 11 4.2 Appointment and replacement of Directors (pursuant to Art. 123 -bis (1)(l) of T.U.F.) 15 4.3 Composition of the Board of Directors (pursuant to Art. 123 -bis (2) (d) (d -bis) of the T.U.F.) 17 4.4 Functioning of the Board of Directors (pursuant to Art.123 -bis (2) (d) of the T.U.F.) 21 4.5 Role of the Chairman of the Board of Directors 22 4.6 Executive Directors 23 4.7 Independent Directors and Lead Independent Director 25

5. MANAGEMENT OF CORPORATE INFORMATION 26

6. BOARD COMMITTEES (pursuant to Art. 123 -bis (2)(d), of the T.U.F .) 27

7. BOARD EVALUATION AND DIRECTOR SUCCESSION - NOMINATION COMMITTEE 28

7.1 Board evaluation and succession 28 7.2 Nomination Committee 29

8. DIRECTORS’ REMUNERATION - REMUNERATION COMMITTEE 30

8.1 Directors’ remuneration 30 8.2 Remuneration Committee 33

9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISK COMMITTEE 34

9.1 Chief Executive Officer 38 9.2 Control and Risks Committee 38 9.3 Head of Internal Audit 40 9.3.1 Executive Director in charge of the internal control and risk management system 41

4 9.4 Organisational Model pursuant to Legislative Decree 231/2001 41 9.5 Independent audit firm 43 9.6 Financial Reporting Manager 43 9.7 Coordination among the parties involved in the internal control and risk management system 43

10. DIRECTORS’ INTERESTS AND RELATED PARTY TRANSACTIONS 44

11. BOARD OF STATUTORY AUDITORS 45

11.1 Appointment and replacement of Statutory Auditors 45 11.2 Composition and functioning of the Board of Statutory Auditors (pursuant to Art.123 -bis, (2) (d) (d -bis) of the

T.U.F.) 47

11.3 Role of the Board of Directors 50

12. RELATIONS WITH SHAREHOLDERS 50

13. SHAREHOLDERS’ MEETINGS (pursuant to Art.123 -bis (2) (a) second part of the T.U.F.) 52 14. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (pursuant to Art.123 -bis (2) (a), second part of the

T.U.F.) 53

15. SUBSEQUENT CHANGES 53

16. CONSIDERATIONS ON THE LETTER FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE

COMMITTEE 53

17. SUMMARY TABLES 54

TABLE 2: COMPOSITION OF BOARD OF DIRECTORS AS OF JUNE 30TH, 2026 55

TABLE 3: COMPOSITION OF THE BOARD COMMITTEES AS OF JUNE 30TH, 2026 57

TABLE 4: COMPOSITION OF THE BOARD OF STATUTORY AUDITORS AS OF JUNE 30TH, 2026 58

5 GLOSSAR Y

Articles of Association: the Articles of Association of Digital Bros S.p.A ..

Board : the Board of Directors of Digital Bros S.p.A..

Civil Code: the Italian Civil Code.

Corporate Governance Code /Code : the Corporate Governance Code approved by the Corporate Governance Committee in January 202 0.

Corporate Governance Committee/Committee: the Italian Corporate Governance Committee for listed companies, promoted by Borsa Italiana S.p.A., ABI (Italian Banking Association), ANIA, Assogestioni, Assonime and Confindustria.

Fiscal Year/ reporting period: the fiscal year ended June 30, 2026, to which this Report refers.

Group or Digital Bros Group: Digital Bros S.p.A. and its subsidiaries pursuant to Article 93 of the T .U.F., collectively.

Collectively .

Issuers’ Regulation: the regulation implementing Legislative Decree No. 58 of February 24, 1998 concerning issuers, adopted by Consob Resolution No. 11971 of May 14, 1999, as subsequently amended.

Market Regulation: the regulation governing markets adopted by Consob Resolution No. 20249 of December 28, 2017, as subsequently amended.

Parent Company /Company / Issuer : Digital Bros S.p.A..

Related part ies Re gulation: the regulation governing related party transactions adopted by Consob Resolution No.

17221 of March 12, 2010, as subsequently amended.

Remuneration Report: the Report on the Remuneration Policy and Compensation Paid prepared pursuant to Article 123-ter of the T .U.F. and Article 84 -quarter of the Issuers’ Regulation.

Report/Corporate Governance Report : the corporate governance report prepared pursuant to Article 123 -bis of the T.U.F..

T.U.F. : Legislative Decree No. 58 of February 24, 1998 (Consolidated Law on Finance), as subsequently amended.

Website : www.digitalbros.com Unless otherwise specified, the following definitions are used in the Corporate Governance Report with the meaning therein specified : directors , executive directors , independent directors , significant shareholder, Chief Executive Officer (CEO), management body , control body , business plan , companies with concentrated ownership, large company, sustainable success and top management .

6 1. ISSUER PROFILE

The Company develops, produces, publishes and sells entertainment products and services in Italy and internationally, both directly and through its subsidiaries. Its activities primarily include video games for personal computers and consoles, together with the related accessories and other multimedia products.

The Group operates through an international network of companies focused on video game development and marketing across key international markets. The Group has expanded this network over time through both the establishment of new companies and strategic acquisitions.

The Issuer is a company incorporated under the Italian law and listed on the Euronext STAR segment of Borsa Italiana. The Company has adopted the Corporate Governance Code .

The Company has adopted a one tier governance model , consisting of the following governance bodies :

• Shareholders’ General Meetings;

• Board of Directors;

• Board of Statutory Auditors and internal control and audit committee;

• External auditors.

The Shareholders’ Meeting represents all shareholders and adopts resolutions on matters reserved to it by law and the Article s of Association. The r esolutions adopted in accordance with the applicable law and the Articles of Association are binding on all shareholders, including those who did not attend or vote against them, without prejudice to any withdrawal rights provided for by law. The Shareholders’ Meetings are convened and held in accordance with the laws and regulations applicable to companies whose shares are listed on regulated markets.

The Board of Directors is vested with full powers of ordinary and extraordinary administration. It oversee s the Company's management on an ongoing basis , ensuring decisions are made transparently and with integrity with respect to both internal and external stakeholders . The Board manages the Company to achiev e its sustainable success through:

• a strong economic, financial and social growth;

• continuous ly improvin g the quality of the products and services provided to consumers, aiming to strengthen customer satisfaction while also ensuring an e ffective and fair competition, complying to the applicable laws and regulations in all the countries where the Group operates ;

• ensuring the well-being and professional growth of its employees and consultants, maintaining a healthy and motivating work environment , free of any form of discrimination;

• promoting the long -term professional growth of all individuals within the Group ;

• contributing to the financial and technological development of the videogame industry .

Further details on how the Group’s strategy incorporates sustainability goals are provided in s ection s 4.1 – Role of the Board of Directors, 6 – Board of Directors ’ Committees, 8 - Directors’ Remuneration, 9 - Internal Control and Risk Management System of th is Report, as well as in the Group’s ESG Policy and the Code of Conduct , both available in the Sustainability section of the Company’s website www.digitalbros.com .

The Board of Statutory Auditors and the internal control and audit committee oversee the Group's compliance with the law and the Articles of Association. The Statutory Auditors perform management control activities, with particular focus on the

7 principles of good administration and the adequacy of the Group’s organizational structure. From April 7th, 2010, f ollowing the adoption of Legislative Decree 39/ 2010 , pursuant to Article 19 , the Board of Statutory Auditors oversees :

• the financial reporting process;

• the effectiveness of the internal control and risk management systems;

• the audit of the Company’s and the Group’s financial statements;

• the independence of the external auditors.

The independent audit firm is appointed by the Shareholders’ General Meeting from the list published by Consob , as required by the applicable law . The auditors verify that the accounting records are properly maintained and that transactions are correctly recorded, as well as the separate and consolidated financial statements are consistent with the underlying accounting records.

The Board also established a Control and Risk Committee , a Remuneration Committee and a Nomination Committee , pursuant to the Corporate Governance Code, as well as the Supervisory Board pursuant to Legislative Decree 231/2001 .

As of the date of this Report, the Group is not subject to the sustainability reporting requirements set out in Italian Legis lative Decree No. 125 of September 6, 2024. As part of its voluntary sustainability initiatives, the Group published a Sustainabili ty Report for the fiscal year ended June 30th, 2024, which is available in the “Sustainability” section of the Company’s website.

No voluntary sustainability report was prepared for the fiscal year ended June 3 0th, 2026.

The Issuer is classified as a Small and Medium Enterprise under the terms of Art. 2-ter of Consob Regulation 11971 and Art 1(1)(w -iv 1) of the T.U.F., as per the list published by Consob on its website at www.consob.it/web/area -pubblica/emittenti -

quotati -pmi. As of June 30th, 2026, the Group’s market capitalization amounted to Eu ro 152,397,392.94.

The Issuer does not qualify as either a “Large Company”, as defined by the Code as a company with a market capitalization exceeding Euro 1 billion, or a “Company with Concentrated Ownership”.

8 2. INFORMATION ON THE OWNERSHIP STRUCTURE AS OF JUNE 30, 2026 (pursuant t o

Art.123-bis, (1), T.U.F.) This section provides information regarding the Company’s ownership structure, in accordance with Art. 123-bis of the T.U.F. , when applicable. The information is updated as of June 30th, 2025 .

a) Share c apital structure (pursuant to Art. 123 -bis (1) (a) of the T.U.F. ) As of June 30th, 2026, the subscribed and paid -up share capital amounted to Euro 5,740,014.80.

The s ubscribed share capital consists of no. 14,350,037 ordinary shares with a par value of Euro 0.4 each .

During the reporting period, none of the following shares have been issued:

a) preferred shares;

b) shares with multiple voting rights;

c) shares with limited voting rights;

d) shares with no voting rights.

As of the reporting date, Digital Bros S.p.A. ha s not issued any other classes of shares , nor financial instruments that enable the right to subscribe newly issued shares .

On January 11th, 2017, the Shareholders’ General Meeting approved the 2016 -2026 Stock Option s Plan (“The Plan ”), for a limited number of directors and managers of the Group identified by the Board of Directors . The Plan, which expired on June 30th, 2026 , provide d for the grant of up to no. 800,000 options in three tranches, vesting as follows :

a) no. 240,000 options vesting on July 1st, 2019;

b) no. 240,000 options on July 1st, 2022;

c) no. 320,000 options on July 1st, 2025.

The exercise price of each option was determined on the basis of the average market price of Digital Bros shares over the six months preceding the relevant grant date.

A total of no. 744,000 options were granted on January 29th, 2017, at an exercise price of Euro 10.61 per share, while the remaining 56,000 options were granted on May 12, 2017, at an exercise price of Euro 12.95 per share. The exercise price of the first grant was subsequently adjusted to Euro 10.50 per share fol lowing the share capital increase approved on March 13th,

2017. SHARE CAPITAL STRUCTURE

No. shares No. voting rights Listed/not listed Rights and obligations Ordinary shares 14,350,037 14,350,037 Euronext STAR Milan The shares are nominal, fully transferable and indivisible. Each share grants the right to one vote at the Company’s Ordinary

and Extraordinary

Shareholders’ Meetings

9 By the time the Plan expired on June 30th, 2026, three beneficiaries had exercised a total of no. 89,200 options.

Further information on the 2016 –2026 Stock Option Plan and the related share capital increase is provided in the Notes to the Company’s financial statements for the fiscal year ended June 30th, 2026, in the relevant information document available in the “Governance/Remuneration” section of the Company’s website at www.digitalbros.com, and in the Remuneration Report.

b) Restrictions on the transfer of shares (pursuant to Art. 123 -bis (1) (b) of the T.U.F. ) There are no restrictions of any kind on the transfer of the shares .

c) Significant share holdings (in terms of Art. 123 -bis(1)(c) of the T.U.F. ) The Company is classified as a Small or Medium -sized Enterprise (SME) under Art. 2 -ter of Consob Regulation 11971 and Art. 1 (1) (w -iv) (1) of the T.U.F. . As such, the threshold for the disclosure of significant shareholdings is set at 5% of the share capital with voting rights, in accordance with Art. 120 of the T.U.F. . Based on the shareholders' register and the notices received under Art. 120 of the T.U.F, the following shareholders held a stake in the Company’s voting rights that was equal to or greater than 5% of the Company’s share capital, either directly or indirec tly, as of the reporting date :

SIGNIFICANT SHAREHOLDINGS

Declarant Direct shareholder % of share capital % voting rights Abramo Galante YES 34.62% 34.62% Raffaele Galante YES 32.80% 32.80% d) Shares with special rights (pursuant to Art. 123 -bis (1) (d) of the T.U.F. ) The Company has not issued any shares with special control rights. The Articles of Association do es not allow for the possibility of issuing shares with increased or multiple voting rights .

e) Employee share ownership: exercis e of voting rights (pursuant to Art. 123 -bis (1) (e) of the T.U.F.

There are no specific me chanisms for the exercise of voting rights by employees .

f) Restrictions on voting rights (pursuant to Art. 123 -bis(1)(f) of the T.U.F. ) There are no restrictions of any kind on voting rights .

g) Shareholder s’ agreements (pursuant to Art. 123 -bis (1) (g) of the T.U.F. ) The Company is not aware of any shareholder agreements pursuant to Art. 122 of the T.U.F. .

h) Change of control clauses (pursuant to Art. 123 -bis(1)(h) of the T.U.F. ) and provisions of the Articles of Association on takeover bids (pursuant to Arts. 104 (1-ter) and 104 -bis (1) of the T.U.F. ) Neither the Company nor its subsidiaries have entered into agreements that might come into force, be terminated and/or be amended as a result of a change in the control of the Company .

The Articles of Association do es not waive from the passivity rule outlined in Art. 104 (1) and (2) of the T.U.F. and, since there are neither limitations on the transfer of shares nor limitations on voting rights, the Articles of Association do es not provide for the application of the neutralisation rules provided for in Art. 104 -bis (2) and (3) of the T.U.F. .

10 i) Authorisation to increase the share capital and purchase treasury shares (pursuant to Art. 123 -bis (1) (m) of the T.U.F. ) No powers to authorise share capital increases have been granted to the Board of Directors .

Under Art . 6 of the Articles of Association, the Company’s share capital can only be increased or reduced through a resolution by the Extraordinary Shareholders' Meeting, in accordance with the applicable legal provisions. When capital increases are proposed, the contributions can be made in cash, in -kind or as credit, in line with Article 2342 of the Italian Civil Code. In the event of a share capital increase or the issuing of convertible bonds, shareholders are entitled to a pre -emption right , in compliance with the relevant legal provisions and the Articles of Association .

The Extraordinary Shareholders’ Meeting has the power to delegate to the Board of Directors the possibility to increase the Company’s share capital, either in one or multiple steps, for a period of up to five years from the date of the resolution. T his delegation may specify the maximum amount by which the share capital can be increased. The Extraordinary Shareholders’ Meeting may also grant the Board the authority to adopt resolutions in accordance with Articles 2441 (4) and (5) of the Civil Code, as well as Article 2441 (6). Without prejudice to all other provisions governing share capital increases and in accordance with Article 2441 (4) of the Civil Code , the Shareholders' Meeting or the Board of Directors (if delegated) may resolve to increase the share capital without granting pre -emption rights to existing shareholders, provided that the increase does not exceed 5% of the pre -existing share capital and that the price of the new shares is established at their market value, as confirmed by a specific report prepared by the external auditors.

Pursuant to Art. 2349 (1) of the Italian Civil Code, the Extraordinary Shareholders’ Meeting may authorise the allocation of earnings and/or earnings reserves to the employees of the Company and its subsidiaries by issuing special classes of shares for an amount up to the total retained earnings reserves .

The Shareholders’ Meeting held on October 27th, 202 5 authorized the Company to purchase and dispose of its treasury shares in accordance with Article 2357 of the Italian Civil Code. This authorization allows the Company to buy back its shares within an eighteen -month period and to dispose of them without time constraints. All transactions must comply with the procedures established by EU regulations and the Italian law, and may be conducted for legally recognized purposes, such as:

a) to support market liquidity and efficiency;

b) for retention and subsequent use, including as consideration in extraordinary transactions, including exchanges or disposals of equity interests with other parties, to be carried out by way of exchange, contribution or other act of disposal and/or use, including to service bonds convertible into shares of the Company or bonds with warrants;

c) to service compensation plans based on financial instruments pursuant to Article 114 -bis of the T .U.F. for directors, employees or collaborators of the Company and/or its subsidiaries, as well as programmes for the free allotment of shares to shareholders.

The authorized purchases shall be carried out at a price per share that is neither more than 20% below nor more than 10% above the official price of the shares recorded on the market on the trading day immediately preceding each purchase, in accordance wit h the terms and conditions set out in Commission Delegated Regulation (EU) 2016/1052 and applicable market practices.

As of June 30th, 2026, the Company did not hold any treasury shares.

Further information is provided in the Directors’ proposal for the authorization to purchase and dispose of treasury shares, as

11 approved by the Shareholders’ Meeting on October 2 7th, 202 5, which is available on the Company ’s website in the Governance / Shareholders' Meeting section.

j) Management and coordination activities (in terms of Art. 2497 of the Civil Code) The Company is not subject to the management and coordination of any other company.

The information required under Article 123 -bis, paragraph 1, letter i) of the T .U.F. is provided in the Remuneration Report and in Section 8.1 of this Report. Information concerning the appointment and replacement of Directors, as required under Article 123 -bis, paragraph 1, letter l) of the T .U.F., is provided in Section 4.2 of this Report, while the information required under the second sentence of Article 134 -bis of the T .U.F. is provided in Section 13.

3. COMPLIANCE (pursuant to Art.123 -bis(2)(a), of the T.U.F. )

The Company adopted the Corporate Governance Code approved by the Corporate Governance Committee in January 2020 .

The Code is available at the following link: https://www.borsaitaliana.it/comitato -corporate -

governance/codice/2020eng.en.pdf .

The Issuer’s corporate governance model reflects its size, ownership structure, industry and the complexity of its operations .

Any exemptions from the recommendations of the Code are disclosed and explained in the relevant sections of this Report, together with the reasons for adopting alternative arrangements and an indication of the corporate body responsible for the relevant decision.

The Issuer’s corporate governance structure is not subject to any provisions of foreign law, either at Parent Company level o r with respect to any of its material subsidiaries.

4. BOARD OF DIRECTORS

The Shareholders’ Meeting resolution of October 28th, 2013 amended the Company’s Articles of Association to comply with Legislative Decree n. 272010 and the Law 120/2011.

4.1 Role of the Board of Directors The Board of Directors has the exclusive authority for the management of the Company and is vested with all powers necessary to pursue the Group’s objectives.

Pursuant to Principles I, II, III and IV of the Corporate Governance Code, the Board of Directors:

a) pursues the sustainable success of the Group ;

b) defines the strategies of the Company and the Group in line with the principle of sustainable success and monitors

their implementation;

c) defines the corporate governance system most appropriate to the Company’s operations and the pursuit of its strategies, within the framework established by the applicable law. It periodically reviews the effectiveness of the corporate governance system and, where appropriate, submits proposals to the Shareholders’ Meeting for any changes considered necessary ;

d) promotes dialogue with shareholders and other key stakeholders through the most appropriate channels .

12 Pursuant to Article 20 of the Articles of Association, t he Board of Directors is vested with the full authority for ordinary and extraordinary management of the Company and may take any action it deems necessary or appropriate to achieve the Company’s corporate purpose, with the exception of those matters reserved by law to the Shareholders’ Meeting. The Company’s Articles of Association also grant the Board of Directors the authority to :

a) decide to potentially establish an Executive committee, defining its terms of office, powers and the remuneration of its members;

b) determine the remuneration of individual Director s and the C hief Executive Office rs, subject to the prior opinion of the Board of Statutory Auditors;

c) establish advisory committees and determine their powers, responsibilities and operating procedures;

d) repor t to shareholders at Shareholders’ Meetings;

e) report regularly to the Board of Statutory Auditor s on the activities performed , including the most significant transactions carried out during the relevant period .

Pursuant to the Article s of Association and in accordance with Recommendation 1 of the Code , the Board of Directors has exclusive responsib ility for :

a) reviewing and approving the strategic plans of the Group, monitoring their implementation and ensuring that they adequately address matters relevant to the creation of long -term value;

b) defining the corporate governance system of t he Company and the Group ;

c) defining the nature and the level of risk compatible with the strategic objectives of the Company and Group, taking into account all factors that may be relevant to their long-term sustainability ;

d) assessing the adequacy of the organisational , administrative and accounting structure s of the Company and its subsidiaries , with particular reference to their compliance with the internal control and risk management systems (see Section 9 of this Report, “ Internal Control and Risk Management System ”);

e) granting and revoking the powers delegated to the Chief Executive Officer s, defining the scope and conditions for exercising such powers ;

f) assessing the overall performance of the Company and the Group, taking into account, in particular, the information received from the Chief Executive Officers and the Control and Risk Committee, and periodically comparing actual results against forecasts;

g) reviewing and approving in advance transactions of the Company and its subsidiaries that are of significant strategic, economic, financial or capital importance to the Group, with particular attention to situations involving potential conflicts of interest and related party trans actions ;

h) defining and adopting the Group’s corporate governance rules ;

i) establishing the frequency with which the Chief Executive Officers must report to the Board ;

j) aassessing , at least annually, the size, composition and functioning of the Board and its committees. Taking into account the outcome of such assessment, the Board provides shareholders, ahead of the renewal of the Board, with guidance on the managerial and professi onal profiles and expertise considered appropriate for its composition ;

k) providing, in the Corporate Governance Report, all relevant information on its composition, including the professional background, role, term of office and other relevant characteristics of its members. In accordance with the Code, the Board also reports o n the number and average duration of its meetings, the attendance of individual Directors and the procedures and criteria applied in the Board evaluation process, including with respect to its

13 committees ;

l) adopting specific procedures for issuing internal management and external disclosure of documents and information , particularly concerning insider information, based on proposals from the Chief Executive Officers and the Chairman of the Board (see Section 5 - Release of Corporate Information) ;

m) providing guidance on the maximum number of directorships or statutory auditor positions hat its members may hold in other listed companies, financial institutions, banks, insurance companies or other large companies, whether in Italy or abroad, taking into account their membership of Board committees ;

n) approving commitment s with a term exceeding five years;

o) approving lease agreements with a term exceeding four years and any purchase of real estate .

The Chairman of the Board of Directors (“Chairman”) ensures that Directors and the Statutory Auditors receive, in a timely manner ahead of each meeting, all relevant information and documents required to enable the Board to decide on the matters on the agenda. Some managers of the Group and the Company may be invited to attend Board meeting s to provide further information on specific items on the agenda. No managers attended Board meetings during the reporting period .

The Board regulations provide that the Chairman is responsible for ensuring that Directors receive adequate information about each item on the agenda sufficiently in advance of each meeting . For matters of an ordinary nature , the relevant documents , when available, are generally provided to Directors at least two business days before the meeting, except where specific circumstances, including confidentiality requirements and inside information , prevent compliance with such timeframe . For extraordinary matters , the Chairman can determine the appropriate timeframe on a case-by-case basis . During the reporting period, the above timeframe was complied with in all cases, except for one meeting where confidentiality requirements resulted in the relevant documentation being made available at shorter notice.

The calendar of Board meetings scheduled to approve the Company’s periodic financial results and annual financial statements is disclosed to the market in advance, together with the date of the Shareholders’ Meeting called to approve the annual financial s tatements. The financial calendar is available in the Investor Relations section of the Company’s website.

The Board of Directors assessed the adequacy of the organisational, administrative and accounting structure of the Company and the Group, with particular reference to the internal control and risk management system and found it to be adequate. The assessment was carried out with the support of the Control and Risk Committee, which monitored the effectiveness of the internal control and risk management system within the scope of its responsibilities.

Pursuant to Recommendation 21 of the Code, the Board of Directors conducted its annual evaluation on September 16th, 2025.

The size, composition and functioning of the Board and its committees were considered appropriate in light of the Company’s organisational and management needs. The evaluation also took into account the professional expertise and managerial experie nce of the Directors. No external consultants were engaged to support the Board evaluation process.

Prior to the appointment of a new Board, the Board of Directors provide s shareholders with guidance on its optimal size and composition, taking into account the experience gained during the three -year term of office, the expected development of the Company and the Group, and the outcome of the Board evaluation process. In preparation of the Board renewal, on July 20th, 2026, the Board published its guidance to shareholders, identifying the managerial and professional profiles considered appropriate for the composition of the new Board.

On October 27th, 2023, the Shareholders’ General Meeting resolved for the total annual remuneration for the Board of Directors to amount to Euro 1,200,000.00. The Board determined the remuneration of individual Director s, subject to the

14 prior review by the Board of Statutory Auditors and the Remuneration Committee. The Company adopted a remuneration policy for its Executive Directors , which includes short -term and long -term objectives linked to performance -based incentives.

The second section of the Remuneration Report provides further d etails on the remuneration and fees paid to Board members as of June 30th, 202 6.

The Board of Directors monitor ed the Group’s performance on a quarterly basis , comparing actual and forecast ed results .

The Board of Directors established a procedure for managing significant transactions a nd transactions where a Director has an interest in. Significant transactions require prior approval from the Board of Directors (including binding preliminary agreements and framework agreements) . These include:

a) mergers, spinoff , disposals, and acquisitions of equit y interests , companies or business units , regardless of the form in which they are carried out ;

b) investments in property, plant and equipment exceeding Euro 1 million per transaction;

c) leases or subleases of real estate, companies or business units with a term exceeding nine years or involving amounts exceeding Euro 1 million per transaction ;

d) settlements of judicial or out -of-court disputes involving amounts exceeding Euro 1 million ;

e) disposals of operating assets for a total value exceeding Euro 1 million per transaction ;

f) loans or guarantees granted to third parties exceeding Euro 3 million where made in the interest or for the benefit of companies, associations, foundations, consortia or other entities directly or indirectly controlled by the Company, and loans or guarante es exceeding Euro 500 thousand where made in the interest or for the benefit of third parties ;

g) commitments for the purchase of goods or services and/or agreements for the purchase or supply of assets or services, as well as the granting of financing, where they do not involve investments in intangible assets. This category includes all transactions for which the joint signature of both Chief Executive Officers is required .

To ensure greater operational efficiency within the Group, the transactions referred to under points d) and g) above may be carried out by the Chief Executive Officers, provided that the Directors and Statutory Auditors are duly informed. Such transactions are subsequently submitted to the Board of Directors for ratification.

In accordance with the applicable Laws, regulations and the Article s of Association, the Board of Directors is responsible for review ing and approving transactions in which one or more Director s have an interest, whether directly or on behalf of third parties .

The Board of Directors is also responsible for the prior approval of all related party transactions performed by the Group ’s subsidiaries . On November 11th, 2010, the Board approved the Group’s Related Parties Transaction Procedure (the “Procedure”) , following the adoption of Consob R esolution n. 17221 of March 12th, 2010. The Procedure sets out the criteria for identifying related party transactions of greater significance. The most recent version of the Procedure was approved by the Board of Directors on June 29th, 2021, to reflect the regulatory amendments applicable at that time. The Procedure is available in the “Governance/Documents and Procedures” section of the Company’s website.

During the reporting period, the Board did not identify any changes to the Group’s corporate governance system requiring proposals to be submitted to the Shareholders’ Meeting.

On February 10th, 2022, the Board adopted the Group’s Shareholders Engagement Policy, f setting out the procedures for promoting and managing dialogue with shareholders, investors and other relevant stakeholders, in accordance with

15 Recommendation 3 of the Code. Further information is provided in Section 12, “Relations with Shareholders”, of this Report and in the Sustainability section of the Company’s website.

The Shareholders’ General Meeting authorised exemptions from the non -compete provisions set out in Art. 2390 of the Civil Code. During the reporting period, no circumstances requiring the Board of Directors to consider the application of such exemptions arose.

4.2 Appointment and replacement of Directors (pursuant to A rt. 123 -bis (1)(l) of T.U.F. ) Pursuant to Art. 16 of the Articles of Association , the Board of Directors of Digital Bros S.p.A. shall be composed of no fewer than five and no more than eleven members . The number of Directors is determined by the Shareholders’ Meeting, in compliance with the applicable requirements concerning the minimum number of independent Directors.

The Shareholders’ Meeting held on October 27th, 2023 resolved to appoint a Board of Directors consisting of nine members.

The Directors were appointed for three fiscal years and will remain in office until the Shareholders’ Meeting called to approve the financial statements for the fiscal year ended June 30, 2026 . On January 24th, 2024, the Director Lidia Florean passed away. On October 28th, 2024, the Shareholders’ Meeting appointed Veronica Devetag Chalaupka as a non -executive Director for the remainder of the Board’s term of office, i.e. until the Shareholders’ Meeting called to approve the financial stateme nts for the fiscal year ended June 30th, 2026.

Pursuant to Art. 16 of the Articles of Association, the Board of Directors is appointed by the Shareholders’ Meeting , based on the candidates lists submitted by shareholders. Candidates must be listed in sequential order, and the voting mechanism is designed to ensure the representation of minority shareholders on the Board. The lists may be submitted by s hareholders who, individually or jointly, hold the percentage of share capital established by the applicable laws and regulations and the Issu er Regulation. Consob Resolution n. 83 of July 20th, 2023 set the threshold for the appointment of the corporate bodies at 4.5% of the share capital . The same threshold was confirmed with Consob Resolution n. 140 of July 14th, 2025. Each shareholder, or shareholders belonging to a voting syndicate, are not allowed to submit more than one list, either directly or through a third party or trust company . Each candidate may appear on only one list, otherwise he or she will be deemed ineligible.

The candidate lists must be signed by the submitting shareholders and filed at the Company’s registered office within the deadlines provided by the Law. The following documents shall be submitted together with the list:

a) a statement from each candidate formally accepting their candidacy and declaring, under his or her own responsibility, that there are no reasons for ineligibility or incompatibility and that he or she meets the requirements prescribed by applicable law and the Articles of Association for appointment as a Director;

b) a curricul um vitae for each candidate, detailing their personal information, professional experience, and, where applicable, whether the candidate meets the independence requirements ;

c) a certification issued by an authorized intermediary confirming that the submitting shareholders hold the percentage of share capital required for submission . Such certification can be filed after the list, provided it is filed within the deadline prescribed by t he T.U.F ..

Any list failing to meet the above requirements shall be disregarded .

Directors shall be elected as follows:

a) all but one of the Directors to be elected are drawn from the list that obtains the highest number of votes, in the order

16 in which they appear on the list, up to the number of Directors determined by the Shareholders’ Meeting, subject to compliance with the applicable gender balance requirements ;

b) the remaining Director is drawn from the list that obtains the second -highest number of votes and is the first candidate on that list who meets the applicable independence requirements. Lists that receive less than 50% of the votes required for their submissi on shall not be taken into account.

If the composition of the Board resulting from the above procedure does not comply with the gender balance requirements applicable at the time of appointment, the last candidate of the over -represented gender elected from the list that obtained the highest number of votes shall be replaced by the first unelected candidate of the under -represented gender appearing on the same list. This replacement procedure shall continue until the applicable gender balance requirements are met. If compliance with the applicable gender balance requirements cannot be achieved through this procedure, the Shareholders’ Meeting shall appoint the necessary Director or Directors of the under -represented gender by relative majority vote.

If only one list is submitted, all Directors shall be drawn from that list, provided that it obtains the majority of votes cast and that the applicable gender balance requirements are met. If no lists are submitted or, for any reason, the required number of Directors cannot be appointed through the list voting mechanism, the Shareholders’ Meeting shall appoint the Direc tors by the majorities required by law, in compliance with the applicable gender balance requirements. Where the entire Board is not being renewed, the Shareholders’ Meeting shall appoint the Directors required to complete its composition by the majorities required by law, without applying the list voting mechanism described above and in compliance with the applicable gender balance requirements.

The lists of candidat e are published on the Company’s website in the Governance/Shareholders’ Meeting section .

Pursuant to Art. 17 of the Articles of Association , if the Shareholders’ Meeting does not appoint a Chairman, the Board of Directors shall elect one from among its members.

The Board of Directors may delegate all or part of its powers to one or more Chief Executive Officers and/or to an Executive Committee, within the limits provided for by applicable law and the Articles of Association.

Pursuant to Art. 16 of the Articles of Association , if the majority of the Directors leave office, the entire Board is considered to have resigned . In such case, the remaining Directors shall promptly convene a Shareholders’ Meeting to appoint a new Board of Directors. The outgoing Board shall remain in office until the new Board is appointed.

The Articles of Association do not provide for a specific mechanism designed to ensure the appointment of the minimum number of independent Directors required by applicable law.

The Company has adopted a mechanism designed to ensure compliance with the applicable gender balance requirements, pursuant to Article 1, paragraphs 302, 303 and 304 of Law No. 160/2019.

The Articles of Association do not establish any independence requirements in addition to those provided for by Article 148 of the T .U.F. with respect to Statutory Auditors.

No requirements concerning the composition of the Board of Directors apply in addition to those provided for by the T .U.F..

Further details on the role of the Board of Directors and its Committees in the evaluation, nomination and succession of Directors are provided in Section 7 – Directors E valuation and Succession – Nomination Committee of this Report .

17 4.3 Composition of the Board of Directors (pursuant to Art. 123 -bis (2) (d) (d-bis) of the T.U.F. ) Pursuant to Art. 16 of the Articles of Association , the Company is managed by a Board of Directors consisting of no fewer than five and no more than eleven members . The Shareholders’ Meeting should determine the number and the terms of office for all Board members before their appointment. The number of Directors and their term of office is determined by the Shareholders’ Meeting .

In accordance with Principles V and VI of the Corporate Governance Code, the Board of Directors comprises Executive and Non-executive Directors with the professional expertise and skills required to effectively perform their duties. A significant proportio n of the Non -executive Directors are independent. Their number and expertise enable them to contribute effectively to the Board’s decision -making process and ensure appropriate management oversight.

As of June 30th, 2026, the Board of Directors consists of nine members : four Executive Directors and five Non-executive Directors, three of which are independent. The Board was appointed by the Shareholders’ General Meeting on October 27th, 2023 and supplemented by the Shareholder’s Meeting of October 28th, 2024 . It will remain in office until the Shareholders’ Meeting called to approve the financial statements as at June 30th, 2026. Only one list was submitted by Abramo Galante and Raffaele Galante to the Shareholders’ Meeting . Such list r epresent ed 66.14 % (no. 9,435,548 shares) of the share capita l.

The list of candidates was as follows:

Name and last name Office Carlotta Ilaria D’Ercole Non-Executive/Independent Director Lidia Florean Non-Executive Director Abramo Galante Chairman and Chief Executive Officer Raffaele Galante Chief Executive Officer Davide Galante Non-Executive Director Susanna Pedretti Non-Executive/Independent Director Stefano Salbe Executive Director Laura Soifer Non-Executive/Independent Director Dario Treves Executive Director

The candidates were elected by 98.71 % of the voting capital .

The independent Directors meet the requirements set out by Art. 147 -ter of the T.U.F. and the additional requirements defined at Art. 2, Recommendation 7 of the Corporate Governance Code. Details about their seniority in office are provided in the Section 17 - Summary Tables .

The former Director Lidia Florean passed away on January 24th, 2024, as detailed in Section 4.2 of this Report. The Shareholders’ Meeting held on October 28th, 2024 appointed Veronica Devetag Chalaupka as a Non-executive Director , with the favourable vote of 100% of the shares represented at the meeting.

18 A short biography is provided below for each Director:

Carlotta Ilaria D’Ercole Born in Milan (Italy) on March 17th, 1976. Italian .

Graduated in Law from Università degli Studi di Milano.

She currently serves as Global General Counsel of IRCA Group, after twenty years of experience in top law firms (Bonelli Erede Lombardi), corporations ( Snam S.p.A.) and global organizations (World Food Programme).

She provides p roven experience in a variety of business and legal matters, such as legal risk assessment and management, transaction structuring and execution, mergers, acquisitions and joint ventures, contract negotiation and drafting, multi -

jurisdiction legal analysis, regulatory compliance and investigations, litigation and arbitration.

Veronica Devetag Chalaupka Born in Feltre (BL) on August 1, 1975. Italian.

Graduated in Law from Università degli Studi di Trento and member of the Milan and Treviso Bar Association.

Lawyer and Founding Partner at VDLegal from 2022, holds extensive experience in management consulting on compliance privacy and compliance pursuant to Legislative Decree 231/01, whistleblowing and corporate governance.

She serves as Data Protection Officer for the Parent Company and its subsidiaries and also acts as a consultant on AI regulations and related matters concerning the implementation of AI tools within corporate systems, including privacy and cybersecurity compliance. She has also developed expertise in sustainability matters, having completed the ESG Labour Compliance Master program at Sole24Ore Formazione in 2024.

Abramo Galante

Born in Beirut (Lebanon) on April 20th, 1963. Italian .

Founder of Digital Bros S.p.A. to gether with his brother, Raffaele Galante. He oversees the Group’s Business Development Department .

He holds several office s in Digital Bros ’ subsidiaries : Chairman and CEO of 505 Games S.p.A., Director of 505 Games Ltd., 505 Mobile S.r.l., Chrysalide Jeux et Divertissement Inc., DR Studios Ltd., 505 Games Ltd., 505 Games Inc., 505 Go Inc., Ingame Studios a.s., Seekhana Ltd. and 505 Games Australia Pty Ltd.. He also serves as Sole Director for Avantgarden S.r.l, 505 Pulse S.r.l., Game Entertainment S.r.l., Kunos Simulazioni S.r.l and Supernova Games Studio S.r.l..

Davide Galante

Born in Damascus (Syria ), on January 11th, 1933. Italian.

Founded Digital Bros S.p.A . with his sons, Abramo and Raffaele Galante, while continuing to carry out entrepreneurial and commercial activity in the fashion industry .

19 Raffaele Galante Born in Beirut (Lebanon) on May 7th, 1965. Italian .

Founded Digital Bros S.p.A. with his brother, Abramo Galante . He oversees the Group’s Sales and Marketing Department .

He holds several offices in Digital Bros ’ subsidiaries : Chief Executive Officer of Digital Bros S.p.A., Director of 505 Games S.p.A. ,505 Games Ltd., Chrysalide Jeux et Divertissement Inc., DR Studios Ltd., 505 Go Inc. , 505 Mobile S.r.l. and 505 Games US Inc .. He also serves as Sole Director for Digital Bros Asia Pacific Ltd., Digital Bros China , Digital Bros Japan K.K. and Digital Bros Game Academy S.r.l..

Susanna Pedretti

Born in Milan (Italy) on July 26th, 1977 . Italian.

Graduated in Law from Università degli Studi di Milano. Member of the Milan Bar Association since 2005. Founding partner of Auditability S.r.l. SB, a consulting company specialized in “governance compliance and sustainability ”, internal control and risk management systems f or industrial and commercial companies and the non-profit organization . She is s pecialized about compliance pursuant to Legislative Decree 231/2001, in particular in the pharma ceutical and medical sector .

Served as i ndependent Director in the following companies , all listed on regulated market s: Technoprobe * S.p.A., Fine Foods & Pharmaceuticals N.T.M. * S.p.A. , Beewize * S.p.A. where she serves as chairman or member of different Board Committees (Control and Risks, Sustainability, Remuneration and Related Parties committees ). She also holds the role as Chairman /member of several Supervisory Bodies pursuant to Legislative Decree 231/2001 in other commercial and industrial companies.

Stefano Salbe

Born in Milan (Italy) on March 10th, 1965. Italian .

Degree in Business Economics from Università Bocconi, in Milan .

He began his career in 1990 as an auditor with Deloitte & Touche. In 1995, Stefano became Group Financial Analyst at Eaton Automotive. From 1996 to 2000, he served as Chief Financial Officer of Austin Italia Group. Since 2000, he serves as CFO for Digital Bros Group , Director of 505 Games S.p.A., 505 Games Interactive Inc. , 505 Games US Inc. , Chrysalide Jeux et Divertissement Inc .. Liquidator of 505 Games GmbH .

He is a Member of the Board of Directors of the Swedish company Starbreeze AB* starting from May 15th, 2025.

Laura Soifer

Born in Buenos Aires (Argentina) , on December 10th, 1974. Italian and Argentinian dual citizenship.

She g raduated in Business Economics from Università Luigi Bocconi , Milan . Qualified as a Chartered Accountant and Auditor in 2010 .

Extensive experience as a consultant in the Management Control system development, design and implementation team at companies operating in the manufacturing, pharmaceuticals, textiles and service sectors at Eos Management Consulting. S ince 2009 , she is an associate at Studio Commercialisti Fumagalli e Codega . Professor of Management Accounting at Cattolica University in Milan .

20 As of the date of this Report, she serves as independent director at Orsero * S.p.A. , Statutory Auditor for Mediobanca Premier * S.p.A. , American Express* S.r.l. and Spaif S.p.A. She also serves as Alternate Statutory Auditor for Sanimet S.p.A., MGR Management Retail S.r.l., Iniziativa Immobiliare C.A. S.r.l. and Capri Due Outlet S.r.l..

Dario Treves

Born in Milan (Italy) on March 2nd, 1968. Italian.

Graduated in Law from Università degli Studi di Milano . Member of the Milan Bar Association and counsel to the Co rte di Cassazione .

He h as served Digital Bros Group since 1999 and holds the position of General Counsel. Founder and owner of a law firm specializing in civil, procedural, and bankruptcy law.

The companies marked with an asterisk (*) in the above list are either listed on regulated markets in Italy or abroad , or they operate in finance, banking or insurance, or they have a significant size and are not part of the Issuer’s Group.

Each Director is expected to act on an informed and independent basis, pursuing the objective of creating value for shareholders. Directors are also required to inform the Board of any directorships or positions as Statutory Auditor held in other companies listed on regulated markets, in Italy or abroad, as well as in financial institutions, banks, insurance companies or other large companies.

No changes in the composition of the Board occurred after the fiscal year -end.

Diversity criteria and policies related to the composition of the Board and within the Group Since 2015, balanced gender representation has been ensured in the composition of both the Board of Directors and the Board of Statutory Auditors, in accordance with Law No. 120 of July 12, 2011 (“Law No. 120”), the T .U.F. and the Code. Article 1, paragraphs 302, 303 and 304 of Law No. 160/2019 (the “2020 Budget Law”) amended Articles 147 -ter, paragraph 1 -ter, and 148, paragraph 1 -bis, of the T .U.F.. Law No. 120 required listed companies to reserve at least one -third of the members of their management and control bodies for the under -represented gender. The 2020 Budget Law increased the proportion reserved for the under -represented gender to at least two -fifths. Article 16 of the Company’s Articles of Association also provides that lists containing three or more candidates must include candidates of both genders, with the under -represented gender accounting for at least the proportion required under the regulation s applicable from time to time, rounded up to the nearest whole number. As of June 30th, 2026 , four women and five men served a s Digital Bros’ Directors .

In addition to gender, the Company has identified age and educational and professional background as further diversity criter ia for the composition of the Board of Directors. With regard to the background of candidates, the Board identified the followin g additional skills and experience:

a) knowledge of the industry i n which the Group operates;

b) entrepreneurial and/or managerial experience;

c) international exposure and experience , with a focus on international markets ;

d) expertise in control and risk management systems, with specific experience in administrative, accounting, and financial matters ;

e) experience in extraordinary corporate transactions, acquisitions, mergers, joint ventures, strategic partnerships,

21 capital markets transactions and external growth strategies;

f) expertise in sustainability, social responsibility, and innovation ;

g) expertise in corporate governance , compliance, legal affairs, remuneration and capital markets relations;

h) expertise in cybersecurity, information security and artificial intelligence .

Further information is provided in the Board’s Guidance to Shareholders on the Composition of the Board of Directors, available on the Company’s website under Governance/Shareholders’ Meeting/Ordinary Shareholders’ Meeting – October 27th, 2026.

The Directors currently in office meet the above characteristics and diversity requirement, as reported in Section 17 - Table 2.

The Company has adopted a specific diversity policy concerning the composition of its management and administrative bodies on September 14th, 202 3. Nevertheless, as set out in the ESG Policy and the Code of Ethics, the Group rejects any form of discrimination based on gender, sexual orientation, race, religion, political or trade union affiliation, language, age or disability. The Group promotes equal opportunities across all corporate processes, including personnel management, recruitment, training, professional development and the design of remuneration and welfare systems. It is also committed to maintaining pay equity and to promoting and protecting diversity across its workforce.

Maximum number of offices that may be held in other companies In accordance with the provisions of the Code concerning the role of the Board of Directors and the effective performance of its duties, in connection with the renewal of the corporate bodies, the Board expressed its guidance on the maximum number of posit ions that may be held by each Director, establishing the limits considered compatible with the effective performance of the office of Director. Directors may not hold more than five directorships in other companies listed on regulated markets, including foreign markets, or in financial institutions, banks, insurance companies or other large companies. Upon accepting office, Directors undertake to devote the time necessary for the diligent performance of their duties, also taking into account any other positions they may hold. Positions held within the Group subsidiaries are excluded for the purposes of calculating the above limit.

The current composition of the Board of Directors complies with the above criteria.

4.4 Functioning of the Board of Directors (pursuant to Art.123-bis (2) (d) of the T.U.F.) On February 10th, 2022, the Board of Directors adopted the "Regulation of the Board of Directors" (the " Regulation "), which governs the functioning of the Board's activities, including the procedures for recording the minutes of the meetings and for managing and disclosing the relevant information to all Director s, in compliance with the Laws, regulations , the Articles of Association and the Code. The Regulation a also apply to the Board committees, unless otherwise expressly provided. Each Board committee has also adopted its own regulations, setting out its composition, duties and operating procedures, including the procedures for convening and conducting Committee meetings.

22 In particular, the Regulation governs:

a) the procedures for convening the Board meetings: meetings are convened by the Chairman according to the annual financial calendar , at intervals of no more than three months, or whenever the Chair considers it necessary, as well as upon the written request of at least three Directors. Meetings are convened and held in accordance with the procedures and timeframes set out in the Articles of Association ;

b) the management of pre -meeting information : the documentation supporting the items to be discussed is made available to the Directors and Statutory Auditors by the Secretary of the Board (the “Secretary”), using methods designed to ensure the highest level of confidentiality, at least two calendar days before the date of the meeting. In exceptional circumstances, where it is not possible to comply with the above timeframe and/or documentation is made available directly at the meeting, the Chair man ensures that all Directors and Statutory Auditors are provided with adequate information on the matters under consideration and that sufficient time is devoted to any further analysis required for a proper understanding of such matters ;

c) recording of the minutes: the minutes of Board meetings are prepared by the Secretary or his designated substitute and signed by both the Chairman and the Secretary (or the ir substitutes ). A draft of the minutes is circulated to all Directors for review following each meeting and, once approved, t he Secretary records the final version in the book of meetings and resolutions of the Board of Directors .

During the reporting period , the provisions of the Board Regulations were complied with. In particular, minutes were prepared for all meetings of the Board and its committees, and Directors were provided with adequate and timely information. On only one occasion, confidentiality requirements resulted in the relevant documentation being made available at shorter not ice than provided for under the Board Regulations.

Further details on the activities carried out by the Board of Directors during the reporting period are available in Section 4.1. Section 17 -Table 2 details the attendance rates for each meeting.

During the Fiscal Year, the Board of Directors met nine times, with meetings lasting an average of one hour and ten minutes.

Eight Board meetings have been scheduled for the fiscal year ending June 30th, 2027, two of which have already been held as of the date of this Report.

4.5 Role of the Chairman of the Board of Directors The Board of Directors appoints the Chair man from among its members, unless the Chair man is appointed by the Shareholders’ Meeting at the time of the election of the Board. The Chair man presides over the Board meetings. In the Chair man’s absence, meetings are chaired by a Chief Executive Officer or by another Director appointed by the other members of the Board. The Chair man also presides over Shareholders’ Meetings.

The Chair man promotes the proper functioning of the corporate governance system, ensuring an appropriate balance of powers among the corporate bodies and promoting and coordinating the activities of the Board in the best interests of the Company.

The Chair man convenes the Board meetings, sets the agenda, coordinates the proceedings and ensures that all Directors receive adequate information on the matters to be discussed. The Chai rman may also submit proposals for resolutions to the Board.

The Chair man ensures that Board meetings are conducted effectively, facilitating constructive discussion among Directors

23 and ensuring that agenda items are addressed in a manner appropriate to their importance. In particular, the Chairman:

a) invites managers responsible for matters relevant to specific agenda items to attend Board meetings, after consulting with the CEO or at the request of other Directors;

b) ensures that Directors receive adequate and timely information to enable them to perform their duties on an informed basis .

The Chairman promotes initiatives aimed at improving the knowledge of Directors and Statutory Auditors of the industry in which the Group operates, including its competitive dynamics and their evolution, as well as the principles governing the proper management of risks, with a view to supporting the Group’s sustainable success.

The Chairman , together with the other Directors, ensure s that the Board evaluation process is effective and transparent .

Following the adoption of the Shareholder Engagement Policy, the Chief Financial Officer (CFO) , who also serves as Investor Relations Manager, is responsible for maintaining an appropriate dialogue between the Company and its shareholders, analysts and brokers. The CFO reports to the Board at the first available meeting on the main matters discusse d and feedback received during meetings with these stakeholders.

Secretary of the Board of Directors The Board is supported by the Secretary in the organization of its work, in accordance with the Articles of Association. The Secretary is appointed by the Board upon the proposal of the Chairman .

Pursuant to the Board Regulation, the Secretary shall possess adequate professional qualifications and provide impartial assistance and advice to the Board on all matters relevant to the proper functioning of the corporate governance system.

In line with Recommendation no. 18 of the Corporate Governance Code, the Secretary supports the Chairman and, where appointed, the Deputy Chairman in ensuring the effective functioning of the Board . In particular, the Secretary ensures that the pre -meeting information provided to Directors is accurate, complete, clear, and unbiased. The Secretary is also responsible for coordinat ing the activities carried out by the Board Committees to ensure consistency with the activities of the Board.

On November 9th, 2023, the Board of Directors appointed the Executive Director Dario Treves as its Secretary .

4.6 Executive Directors For over twenty years, the Company has operated with four Executive Directors, each with clearly defined roles and responsibilities. The Company’s t wo main shareholders both serve as Chief Executive Officers . The other two Executive Directors are the C FO, who is responsible for the Group’s financ ial management , investor relations and strategic planning , and the General Counsel, who is responsible for corporate affairs and legal matters .

This structure has proved effective and efficient over time. In light of the experience gained and the clear allocation of responsibilities among the Executive Directors, the Company has therefore decided to maintain its existing governance structure. Under this framework, the Chair man and Chief Executive Officer has been granted significant management powers, subject to oversight by the Board and to a joint -signature requirement for transactions exceeding Euro 5 million. The CFO also continues to serve as the Executive Director in charge of the internal control and risk management system.

24 Chief Executive Officers Abramo Galante and Raffaele Galante have been appointed as Chief Executive Officer s (“CEOs”) .

On November 9th, 2023, the Board of Directors granted the CEOs broad powers for the ordinary and extraordinary management of the Company, except for the matters reserved to the Board by the applicable law, the Articles of Association or specific Board resolutions. This allocation of powers is intended to ensure the efficient and flexible management of the Company’s operations.

Chairman

Abramo Galante was appointed as Chairman of the Board of Directors by the Shareholders’ Meeting on October 27th, 2023.

The Chair man is vested with the powers granted by the applicable law and the Articles of Association, including the legal representation of the Company and the authority to sign on its behalf, and has primary responsibility for the management of the Company. The Chair man is not a controlling shareholder.

In accordance with the comply or explain principle of the Corporate Governance Code, the Board notes that the Chair man also serves as Chief Executive Officer and has been granted broad management powers. Although the combination of the roles of Chair man and CEO departs from the recommendations of the Code, the Board considers this governance structure appropriate in light of the specific characteristics of the Company and the Group, as well as the competitive dynamics of the videogame industry.

The combination of the two roles promotes continuity and consistency between strategy formulation and execution in a highly competitive and rapidly evolving market. The Board’s assessment also takes into account the Chair man’s extensive industry experience, expertise and entrepreneurial background, which represent important assets in pursuing the Group’s sustainable success.

At the same time, appropriate checks and balances are provided by the presence of a second CEO and the matters reserved to the Board. Abramo Galante and Raffaele Galante have both been appointed as CEOs and may each independently enter into contracts and t ransactions up to Euro 5 million, while transactions exceeding this threshold require their joint signatures. This allocation of powers limits the concentration of executive authority and ensures shared decision -making on all material transactions.

The governance structure is further supported by the role of the independent Directors, Board committees composed exclusively of independent Directors and the appointment of a Lead Independent Director, who acts as a point of reference and coordination for the Non -executive Directors. The exercise of the Chair man’s executive powers is also subject to oversight by the Board of Directors and the Board of Statutory Auditors.

The Board also benefits from the contribution of three other Executive Directors, each with distinct professional expertise a nd more than twenty years’ experience within the Group. The resulting mix of skills and perspectives supports balanced and effectiv e Board decision -making.

Executive Committee (pursuant to Art.123-bis, (2) (d) of the T.U.F.) No Executive Committee has been established .

25 Reporting to the Board The CEOs shall periodically report to the Board of Directors on the activities performed under their powers, as provided by Article 2381 of the Italian Civil Code. This includes providing detailed information to the Board and the Statutory Auditors related to the material operations and financial transactions carried out by the Company and its subsidiaries , to atypical or unusual transactions, transactions with related parties, and to any transactions that may involve potential conflicts of interest, particularly the ones that are not subject to the direc t assessment and approval by the Board of Directors.

During the Fiscal Year, the CEOs regularly reported to the Board on the activities carried out in the exercise of their deleg ated powers and provided updates on all significant transactions. Such information was provided at the first Board meeting followin g the relevant transaction and, in any event, at least quarterly.

Other Executive Directors In addition to the CEOs, the other executive Directors are:

• Stefano Salbe , Group Chief Financial Officer, Director responsible for the internal control and risk management system and Financial Reporting Manager. He is also a Director of 505 Games S.p.A., 505 Games Inc. and Chrysalide Jeux et Divertissement Inc. He served as liqui dator of 505 Games GmbH and, since May 15th, 2025, has been a member of the Board of Directors of the Swedish associate Starbreeze AB;

• Dario Treves , Group General Counsel.

4.7 Independent Directors and Lead Independent Director

Independent Directors

The number and expertise of the Company’s non-executive Directors enable them to make a meaningful contribution to the Board’s decision -making process. Through their respective professional backgrounds and expertise, non-executive Directors contribute to the activities of the Board and its committees, bringing a broad range of skills and perspectives to Board discussions and decisions in the best interests of the Company. Pursuant to Article 148, paragraph 3, of the T .U.F. and the Corporate Governance Code, the Board assessed the independence of Directors Carlotta Ilaria D’Ercole, Susanna Pedretti and Laura Soifer upon their appointment. All three Directors confirmed that they met the applicable independence requirements under Article 148, paragraphs 3 and 4, of the T .U.F.. The outcome of the assessment was disclosed in the press release issued on November 9th, 2023.

The assessment was carried out in accordance with the criteria set out in the Code, applying a prudent approach. To ensure the impartiality of the process, each independent Director abstained from participating in the assessment of her own independence. Th e Board reviewed any relationships that could potentially affect the Directors’ independence, based on the information provided by the Directors and any other information available to the Company. Taking into account all relevant circumstances, including the professional standing of the Directors concerned, the Board concluded that none of the relationships identified was such as to compromise their ability to exercise independent judgement.

The Board has also established specific qualitative and quantitative criteria for assessing the significance of relationships that may affect a Director’s independence. Under these criteria, a professional relationship with the Company is considered significant where, in the current or previous fiscal year, the remuneration received by the Director in connection with such

26 relationship is equal to or greater than twice the remuneration received for serving as a Director of the Company or exceeds 30% of the Director’s total annual income.

Independent Directors are required to maintain their independence throughout their term of office and to promptly inform the Board of any circumstances that could affect their independence.

The Board assesses, at least annually, whether the independence requirements continue to be met. The most recent assessment was carried out on September 16th, 2025, when the Board confirmed that Directors D’Ercole, Pedretti and Soifer continued to meet the applicable independence requirements, based on the information provided by the Directors and the criteria set out in the T .U.F. and the Code, as well as the qualitative and quantitative criteria established by the Board.

The Board of Statutory Auditors monitored the proper application of the criteria and procedures adopted by the Board of Directors in assessing the independence of its members and raised no observations in this respect.

During the Fiscal Year, the independent Directors met once, on September 4th, 202 5, to discuss the implementation of the recommendations set out in the 2024 –2025 letter from the Chair man of the Corporate Governance Committee.

The independent Directors bring an impartial perspective to Board discussions, particularly when considering matters that may give rise to conflicts of interest between the Company and its controlling shareholders.

Lead Independent Director On November 9th, 2023, the Board of Directors appointed Laura Soifer as Lead Independent Director , confirming her in the role held during the previous term of office . In compliance with Recommendation no.14 of the Code , the Lead Independent Director is entrusted with:

a) acting as a point of reference and coordinating the requests and initiatives of the non-executive Directors, and in particular the independent Directors ;

b) cooperating with the Chair man to ensure that Directors receive complete and timely pre -meeting information;

c) coordinating meetings of the independent Directors.

5. MANAGEMENT OF CORPORATE INFORMATION

The Company has adopted specific procedures governing the internal management of corporate documents and information and their disclosure to the public, with particular regard to inside information. In particular, the Company has adopted an Inside Information Procedure designed to ensure the proper identification, handling and disclosure of inside information to the market and to prevent insider dealing and market manipulation. Following the regulator y changes introduced by Regulation (EU) No. 596/2014, as subsequently amended (“MAR”), on October 2nd, 2019, the Board of Directors approved an updated version of the Inside Information Procedure, which:

a) governs the identification and handling of inside information, setting out the relevant criteria, responsibilities and processes, and extends the safeguards designed to preserve the confidentiality of inside information to information that is not yet suffi ciently precise but, if it were to become precise, could qualify as inside information (“Relevant

Information”);

b) sets out the obligations and prohibitions arising from access to inside information or from the possibility of

27 generating such information, and reiterates the principles and regulatory requirements applicable to persons in possession of inside information and to other informed persons and/or insiders;

c) governs the disclosure of inside information to the public, including any delay in disclosure, and sets out the roles and responsibilities of the various persons involved;

d) sets out the procedures for establishing and maintain ing insider lists , including a dedicated section for permanent insiders .

On September 13th, 2016, the Board of Directors approved an Internal Dealing procedure , most recently amended on May 13th, 2026 to reflect the changes introduced by Law No. 21 of March 5th, 2024 (the “Capital Markets Law”). The Internal

Dealing Procedure:

a) sets out the operating procedures, principles and interpretative criteria relating to internal dealing and closed

periods ;

b) sets out the statutory sanctions applicable in the event of non -compliance with the relevant requirements, as well as the related responsibilities and potential contractual consequences of any breach .

Pursuant to the Internal Dealing Procedure, the persons subject to its provisions and persons closely associated with them must refrain from carrying out transactions relating to shares issued by the Company, debt instruments of the Company, or derivatives or other financial instruments linked to them, until the relevant inside information has been disclosed to the public.

They must also refrain from carrying out such transactions during the 30 calendar days preceding the disclosure of the period ic financia l results of the Company and the Group. These restrictions do not apply to the acquisition of shares through the exercise of rights granted under stock option or stock grant plans, without prejudice to the prohibition on selling such shar es during the rele vant periods.

The above -mentioned procedures are available in the Governance/ Documents and Procedures section of the website .

6. BOARD COMMITTEES (pursuant to Art. 123-bis (2 )(d), of the T.U.F .) On November 9th, 2023, the newly appointed Board of Directors established the Nomination Committee, the Control and Risk Committee and the Remuneration Committee to support the Board in the performance of its duties. In light of the limited complexity of the Company’s related party transactions, the Board resolved to assign the functions previously performed by the Related Party Transactions Committee to the Control and Risk Committee. When acting as the Related Party Transaction s Committee, the Control and Risk Committee is convened when required and operates in accordance with the applicable provisions of the Code.

In light of the Company’s decision to engage an external professional adviser, Deloitte & Touche S.p.A., to support the internal team in the planning of sustainability -related activities, the Board decided to defer the establishment of an ESG Committee unt il a later stage, when such a committee may be required to support the implementation and further development of the Company’s sustainability initiatives.

The Board of Directors has not retained any of the functions that the Corporate Governance Code suggests and recommends assigning to specific committees.

Pursuant to Recommendation no. 17 of the Code, in determining the composition of its committees, the Board took into

28 account the expertise and experience of individual Directors, with a view to ensuring an appropriate allocation of responsibilities and avoiding excessive concentration of committee appointments.

Further information on the composition and functioning of the committees is provided in Sections 7.2 – Nomination Committee, 8.2 – Remuneration Committee, 9.2 – Control and Risk Committee, 10 – Related Party Transactions Committee, and 17 – Summary Tables of this Report.

The Regulation adopted by the Board of Directors also applies to its committees , to the extent compatible . It governs, among other matters, the preparation and approval of meeting minutes and the circulation of pre -meeting information, including the applicable deadlines and confidentiality requirements, with a view to ensuring timely and complete information flows. Further information on the Board Regulations is provided in Section 4.4.

As at the reporting date, all committee s adopted their own regulation s, outlining their composition , functions and governing procedures concerning the ir convening and their duties .

Other committees

No other committees have been established other than those provided by the Law or the Code.

7. BOARD EVALUATION AND DIRECTOR SUCCESSION - NOMINATION COMMITTEE

7.1 Board evaluation and succession The Board conducts an evaluation of its size, composition and functioning, as well as that of its committees, at least once every three years and prior to the appointment of a new Board of Directors. The evaluation also considers the Board’s role in defini ng the Company’s strategy, monitoring business performance and overseeing the adequacy of the internal control and risk management system.

The most recent Board evaluation was carried out on September 16th, 2025. The assessment covered, among other matters, the balance between executive, non-executive and independent Directors and the managerial and professional expertise represented on the Board. No external consultants were engaged to support the evaluation process. The Board concluded that its composition was appropriate to ensure its ef fective functioning, taking into account the size and complexity of the Group.

In accordance with applicable laws and regulations and where otherwise considered appropriate, the Board of Directors:

• provides shareholders, prior to each Board renewal, with guidance on the optimal size and composition of the Board, taking into account the outcome of the Board self-assessment ;

• recommends that shareholders submitting a list containing a number of candidates exceeding one -half of the Directors to be elected provide appropriate disclosure as to the extent to which the proposed list is consistent with the guidance issued by the Boar d, including with respect to the diversity criteria set out in Principle VII and Recommendation 8 of the Code. Shareholders are also invited to indicate their proposed candidate for the office of Chair, whose appointment will be made in accordance with the procedures set out in the Articles of Association.

The Board’s guidance is published on the Company’s website sufficiently in advance of the publication of the notice convening the Shareholders’ Meeting called to appoint the new Board of Directors . The Board’s guidance to shareholders on the size and composition of the new Board of Directors was approved and published on July 20th, 2026 and is available in the “Governance/Shareholders’ Meeting” section of the Company’s website.

29 The guidance identifies the managerial and professional profiles and skills considered appropriate for the composition of the new Board, also taking into account the industry in which the Company operates, the diversity criteria set out in Principle V II and Recommendation 8 of the Code and the guidance on the maximum number of offices that may be held pursuant to Recommendation 15 of the Code.

The Nomination Committee presented its opinion on the succession plan for the top management at the Board meeting held on November 13th, 2025.

7.2 Nomination Committee On November 9th, 2023, the Board of Directors appointed the new members to the Nomination Committee.

Composition and functioning of the Nomination Committe e (pursuant to Art.123 -bis (2) (d) of the T.U.F.) As of June 30th, 202 6, the Nomination Committee is composed of three independent Directors: Carlotta Ilaria D’Ercole (Chair) , Susanna Pedretti and Laura Soifer.

During the Fiscal Year, the Nomination Committee met twice, with meetings lasting approximately one hour on average. All members attended the meetings, together with the Chair man of the Board of Statutory Auditors and, on one occasion, the executive Director Stefano Salbe. During its meetings, the Nomination Committee continued its work on the development of the succession plan for the top management, designed to address both short -term emergency scenarios and medium - to long -

term succession needs.

The Nomination Committee has adopted its own regulations, which, in addition to setting out the Committee’s composition and responsibilities, govern the procedures for convening and conducting meetings and the preparation of the related minutes.

The Chair of the Nomination Committee reports on the Committee’s activities at the first subsequent Board meeting.

As of the date of this Report, the Nomination Committee has already held one meeting during the current fiscal year.

No changes in the composition of the Nomination Committee occurred after the end of the Fiscal Year.

Functions of the Nomination Committee Pursuant to the Recommendation no.19 of the Code, the Nomination Committee supports the Board in:

a) carrying out the evaluation of the Board and its committees , support ing the Chairman in ensuring the effectiveness and transparency of the process ;

b) defining the optimal composition of the Board and its committees;

c) identifying the suitable candidates for the role of Director s in the event of co -optation;

d) where the Board decides to submit its own list of candidate s in connection with a Board renewal , ensuring transparency in the selection of candidates and the preparation of the list;

e) preparing , updating and implementing a succession plan for the Executive Directors.

30 8. DIRECTORS’ REMUNERATION - REMUNERATION COMMITTEE

8.1 Directors’ remuneration The Shareholders’ Meeting held on October 27th, 2023 set the total remuneration for Directors for the 20 24-2026 period at Euro 1,200,000 .

Remuneration policy

On September 27th, 2023, the Board of Directors adopted the Remuneration Policy for executive Directors, non-executive Directors and key management . Pursuant to Article 123 -ter, paragraph 3, of the T .U.F., the Shareholders’ Meeting approved the Remuneration Policy set out in Section I of the Report on the remuneration policy and fees paid, which remain s in effect until the end of the current Board’s term of office and, therefore, until the approval of the financial statements for the fi scal year ended June 30th, 2026. The new Remuneration Policy will be submitted for approval to the Shareholders’ Meeting to be held on October 27th, 2026.

On October 2 7th, 202 5, the Shareholders’ Meeting resolved in favour of Section II of the Group’s Remuneration Policy, pursuant to art. 123 -ter, par. 4 of the T.U.F..

The Remuneration Policy aims to motivate Executive Directors and key managers to fulfil their roles and responsibilities striving to achieve high-performance standards. It ensures an appropriate balance between the variable and fixed components, balancing short -term and medium - to long -term objectives . The purpose is to align the interests of Executive Directors and key manage rs with the goal of creating long -term value for shareholder s and ensuring the Group’s long -term sustainability.

A significant, but appropriately balanced, portion of the remuneration of executive Directors and key management is linked to the Issuer’s financial performance and the achievement of predetermined objectives. The v ariable remuneration is determined as a percentage of fixed remuneration and is therefore subject to maximum limits. In determining the variable component, the Board considered the fixed component sufficient to remunerate the performance of executive Directors and key management where no variable remuneration is paid as a result of the relevant performance objectives not being achieved.

Performance objectives are determined in advance and may be revised from year to year, upon the proposal of the Remuneration Committee, in line with the Group’s objectives. The entire variable component is paid following approval of the draft financial statements, a deferral period considered appropriate in light of the characteristics of the Company’s business and the associated risk profile. The Board does not have discretion to award extraordinary one -off bonuses.

A medium /long-term variable remuneration component has been in place from June 30th, 2021 to June 30th, 2027. Its beneficiaries include both executive Directors and selected professionals within the Group. The medium /long term incentive provides beneficiaries with a cash incentive (the “LTI Plan”) linked to the growth in the Group’s EBIT margin . The LTI Plan is divided into three performance periods: two two -year periods for the first and second awards and a three -year period for the third award. Payment is due within 45 days following approval by the Shareholders’ Meeting of the financial statements as of Ju ne 30th, 2022 for the first award, June 30th, 2024 for the second award and June 30th, 2027 for the final award.

The LTI Plan is calculated as a percentage of the consolidated EBIT generated by the Group during each relevant performance period, less Euro 17.5 million for each year of the relevant period. The LTI Plan is allocated among the beneficiaries based on their respective participation percentages under the programme. The applicable percentage increases over the term of the programme: it was 6% for the first two -year period, increased to 9% for the second two -year period and is currently 12% for

31 the final three -year period. Although the LTI Plan is not subject to an absolute monetary cap, the total cost of the incentive to the Group may not exceed 5% of the consolidated EBIT generated during the relevant performance period.

At the time the LTI Plan was introduced, the Board considered that, by linking the incentive to EBIT growth over time, it provided a predetermined and measurable mechanism capable, in particular, of supporting shareholder value creation over the medium to long term. The absence of an absolute monetary cap was mitigated by the cap based on consolidated EBIT.

The incentive was introduced against a backdrop of significant growth, supported by the partic ular market conditions prevailing during the pandemic, with the aim of consolidating the results achieved over time. In more recent fiscal years, however, the videogame industry has experienced slower growth and a more challenging competitive environment, requiring the Group to continuously adapt its publishing and management decisions while remaining focused on sustainable growth.

Against this changed backdrop, the LTI Plan has proved no longer suitable for a chieving the objectives for which it was originally introduced.

Contractual clawback provisions allow the Company to recover, in whole or in part, variable remuneration already paid, or to withhold deferred amounts, where such remuneration was determined on the basis of information subsequently found to be manifestly incorrect.

No severance payments are provided for in the event of early termination of office and/or employment.

The previous Remuneration Policy also included the 2016 –2026 Stock Option Plan approved by the Shareholders’ Meeting, as described below. Although this share -based remuneration plan was not linked to specific, predetermined and measurable performance objec tives, its structure provided a direct link to shareholder value creation over the medium to long term.

The Remuneration Committee performed a benchmarking analysis on the Remuneration Policy with the support of external advisers, comparing the remuneration of the four Executive Directors against a panel of comparable companies, both in terms of absolute remuneration levels and pay mix.

Further information is provided in the Remuneration Policy, available in the “Governance/Remuneration” section of the Company’s website.

Remuneration of Executive Directors and key managers Further d etails on the remuneration of Executive Directors and key manage ment are provided in the Remuneration Report, pursuant to Art. 123 -ter of the T.U.F. , available in the Governance/Remuneration section of the Company website .

Share -based remuneration plans On January 11th, 2017, the Shareholders’ Meeting approved the 2016 –2026 Stock Option Plan (the “Stock Option Plan”), intended for a limited number of Directors and Group executives identified by the Board. The Stock Option Plan expired on June 30th, 2026.

The Stock Option Plan was designed to attract, retain and motivate individuals with the professional skills required to contribute to the Group’s development and to shareholder value creation over the medium to long term. In particular, with respect to Exe cutive Directors, the Plan was intended to give significant weight to long -term objectives, including where Executive Directors were not shareholders or members of the founding shareholder group.

32 The o ptions granted under the Stock Option Plan were subject to an average vesting period of at least three years. Beneficiary Directors were also required, in respect of each vesting period, to continuously hold, until the end of their term of office, a number of shares equal to at least 20% of the shares subscribed following the exercise of the options. The deadline for exercising the options was June 30th, 2026. A total of no. 89,200 options were exercised under the Plan, of which no. 60,000 were exercised on June 19th, 2026 and no. 25,000 on June 30th, 2026 during the Fiscal Year. The Stock Option Plan definitively expired on June 30th, 2026.

With a view to ensuring full alignment with the recommendations of the Corporate Governance Code, on July 20th, 2026, the Board approved a new Remuneration Policy, which will be submitted for approval to the Shareholders’ Meeting to be held on October 27th, 2026. The new policy introduces the 2026 –2032 Phantom Share Plan (the “Phantom Share Plan”) for the benefit of Executive Directors and selected employees and collaborators of the Group, following the expiry of the Stock Option Plan and as the final performance period of the LTI Plan approac hes its conclusion. The Phantom Share Plan links the value of the incentive to the increase in the Digital Bros share price, subject to the achievement of positive consolidated E BIT for each vesting period, thereby providing a mechanism aligned with shareh older value creation without any dilutive effect on the Company’s share capital. The Plan also provides for a cap and clawback and malus provisions.

Further information on the Phantom Share Plan is provided in the Plan Rules and the Information Document, available in the “Governance/Remuneration” section of the Company’s website.

Remuneration of Non -Executive Directors The remuneration of non-executive Directors consists solely of a fixed component and is not linked to the Company’s financial performance. It is determined taking into account the experience and professional expertise of the Directors concerned, as well as the commitment required by their role. The Board of Directors is responsible for determining the fixed remuneration of non-executive Directors.

Non-executive Directors do not participate in any share -based incentive plans.

Accrual and disbursement of remuneration The Remuneration Committee annually assesses the achievement of the performance objectives applicable to the variable remuneration of Executive Directors and key management personnel. The short -term variable component (MBO) is paid following the Remunerati on Committee’s verification that the relevant performance objectives have been achieved and the Board’s approval of the Group’s draft consolidated financial statements.

The medium - to long -term variable component (LTI) is paid within 45 days following the Shareholders’ Meeting’s approval of the financia l statements for the final fiscal year of each relevant performance period.

Directors’ indemnities in case of resignation, dismissal or departure as a result of a takeover bid (pursuant to Art. 123 -bis (1) (i) of the T.U.F.) There are no agreements for indemnities in the event of Directors' resignation, dismissal, or termination without cause, nor in the case of departure as a result of a public takeover bid.

33 8.2 Remuneration Committee Composition and functioning of the Remuneration Committee (pursuant to Art. 123 -bis (2) (d) of the T.U.F. ) On November 9th, 2023, the Board of Directors established t he Remuneration Committee , composed of the three independent directors: Carlotta Ilaria D’Ercole , Susanna Pedretti (Chair) and Laura Soifer.

The Board of Directors determined that Director Susanna Pedretti has appropriate expertise in matters related to the remuneration, based on her professional experience.

During the Fiscal Year, the Remuneration Committee met four times, with meetings lasting approximately one hour and ten minutes on average. All Committee members attended the meetings, except for two excused absences. The Chair man of the Board of Statutory Auditors attended two meetings and a Statutory Auditor attended one meeting. The executive Director Stefano Salbe attended two meetings for the discussion of specific items on the agenda. No other Directors attended Committee meetings, in particular those at which proposals concerning the remuneration of Board members were discussed.

Minutes were prepared for all meetings, and the Chair of the Remuneration Committee reported on the Committee’s activities at the first subsequent Board meeting.

No changes in the composition of the Remuneration Committee occurred after the end of the Fiscal Year.

As of the date of this Report, the Remuneration Committee had already held two meetings during the current fiscal year.

Functions of the Remuneration Committee Pursuant to its regulation, and complying with the Corporate Governance Code , the Remuneration Committee shall :

a) submit proposals to the Board regarding the remuneration policy for Directors and key management personnel , in accordance with applicable requirements, and periodically assess the adequacy, overall consistency and actual implementation of the Remuneration Policy adopted by the Company, based on the information provided by the

CEOs;

b) submit proposals or express opinions to the Board on the remuneration of executive Directors and the setting of performance objectives linked to variable remuneration, monitor the implementation of the decisions adopted by the Board and verify the achievem ent of the relevant performance objectives;

c) review in advance the Report on the remuneration policy and fees paid to be made available to the public ahead of the Shareholders’ Meeting;

d) perform any additional duties assigned to it by the Board of Directors in relation to specific remuneration matters.

No additional functions have been assigned to the Remuneration Committee.

The Remuneration Committee contributes to ensuring a high degree of transparency and disclosure regarding the remuneration of the executive Directors and key management and the criteria used to determine such remuneration. In accordance with Article 2389, paragraph 3, of the Civil Code, the Remuneration Committee performs an advisory and proposal -making role only. The r esponsibility for determining the remuneration of Directors holding specific offices remains with the Board of Directors, after consulting the Board of Statutory Auditors.

The Company has also adopted regulations governing the functioning of the Remuneration Committee, pursuant to which the

34 Committee meets at least twice a year and, in any event, before any Board meeting called to resolve on the remuneration of Directors holding specific offices.

During the Fiscal Year , the Committee:

a) reviewed the Report on the remuneration policy and fees paid as of June 30th, 2025;

b) verified that the performance objectives linked to the short -term variable remuneration (MBO) of the Executive Directors for the fiscal year ended June 30th, 2025 had not been achieved;

c) determined the performance objectives linked to the short -term variable remuneration (MBO) for the fiscal year ended June 30th, 2026 and verified their consistency with the Remuneration Policy;

d) reviewed the letter from the Chair man of the Corporate Governance Committee, with particular regard to the recommendations concerning remuneration;

e) assessed the proposed adoption of the Phantom Share Plan, defining its objectives and key terms before submitting it to the Board of Directors for consideration;

f) prepared a proposal to revise the Remuneration Policy, which was subsequently approved by the Board of Directors and will be submitted for approval to the Shareholders’ Meeting to be held on October 27th, 2026.

The Remuneration Committee was able to a ccess all the available information and data to be able to perform its duties .

The Board of Directors makes available to the Remuneration Committee the resources required from time to time for the performance of its duties, including at the Committee’s request.

9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND

RISK COMMITTEE

The internal control and risk management system comprises the processes designed to monitor the Company’s operational efficiency, the reliability of financial reporting, compliance with applicable laws and regulations and the safeguarding of t he Company’s assets. In accordance with the Code, the Group’s internal control and risk management system involves:

a) the Board of Directors, which defines the guidelines for the internal control and risk management system aimed at identifying, measuring, managing and monitoring the most relevant risks affecting the Company and its subsidiaries. The Board periodically assesses the adequacy and effectiveness of the system and determines the level of risk compatible with the Group’s strategic objectives. The Board also approves the internal audit pl an on an annual basis, after consulting the Board of Statutory Auditors and the Executive Director in charge of the internal control and risk management system b) the CEOs, who implement the guidelines established by the Board and identify the principal operational and financial risks, with the support of the Executive Director in charge of the internal control and risk management

system

c) the Executive Director in charge of the internal control and risk management system , who oversees the effectiveness of the system and ensures that it is kept appropriately updated. He also proposes measures to mitigate identified risks and any improvements considered appropriate to existing procedures;

d) the Control and Risk Committee, which performs advisory and consultative functions, including with respect to the proper application of accounting standards for the preparation of the consolidated financial statements;

35 e) the Head of the internal audit , who works closely with the Control and Risk Committee in monitoring risks, prepares the internal audit plan and reports the main findings of internal audit activities to the Control and Risk Committee and the Executive Director in charge of the internal control and risk management system .

The internal control and risk management system consists of the rules, procedures and organisational structures designed to support the effective and good management of the Company, in line with its established objectives, through the identification, measurement, management and monitoring of the principal operational and financial risks. The system also includes controls over the financial reporting process , which contributes to safeguarding the Company’s assets, promoting the efficiency and effectiveness of the Group’s operations and ensuring that financial information is accurate, reliable and prepared in accorda nce with applicable laws and regulations.

In developing the internal control and risk management system, the Board of Directors takes into account best practices and reference frameworks in Italy and internationally, adapting them to the Group’s processes and organisational structure.

To ensure the effective application of these principles and, more generally, of the rules and procedures governing the collection, processing, presentation and disclosure of corporate information, the Company has adopted an internal control framework set o ut in the Internal Control Manual (the “Manual”) . The Manual is periodically updated and submitted to the Board for approval and, following each update, is circulated to the relevant organisational functions across the Group. The Manual provides Directors, key management personnel and managers with business -line responsibilities with a central reference point for the procedures identified by the Board of Directors as relevant to the effective operation of the interna l control a nd risk management system.

The Manual describes the main tools adopted by the Group to achieve its internal control objectives, including:

a) business planning and management control: a structured system for preparing short and/or long -term business plans and forecasts and periodically monitoring their implementation ;

b) Italian Legislative Decree 231/2001: the Group implemented a specific organisational model in compliance with the Legislative Decree 231/2001 ;

c) risk-identification procedure : defines the roles, functions and methods for identifying, assessing and monitoring the principal risks to which the Group is exposed, with the aim o f identifying and implementing appropriate

corrective actions;

d) accounting procedure: sets out the criteria and controls designed to ensure the reliability, completeness and timeliness of financial reporting, also in line with the provisions of Legislative Decree 262/2005 ;

e) the Group ’s operating procedures manual : sets out the procedures and controls governing the principal processes carried out by the Company and its subsidiaries.

36 Main features of the Internal Control and Risk Management System relating to the financial reporting process in terms of Art. 123 -bis(2)(b) of the T.U.F.

Introduction

The process for the identification of financial reporting risks is part of the Group’s internal control and risk management system and it is designed to ensure the reliability, accuracy and timeliness of financial information.

In designing, implementing, monitoring and updating the internal control system relating to the financial reporting process, the Group follows the principles set out below, in accordance with applicable laws and regulations :

1) identification of the processes that generate and populate the data used to report the Company’s financial position, operating performance, and cash flows.

2) risk identification and risk assessment;

3) identification of the control systems designed to address the identified risks and periodic monitoring of their

effectiveness ;

4) assessment of the control mechanisms aimed at mitigating the identified risks.

Stages of the Internal Control and Risk Management System relating to the financial reporting process Risk identification is an ongoing process requiring regular coordination between the Board of Directors and the relevant seni or corporate functions. The results of this process are reflected in a risk matrix, which is prepared and periodically reviewed by the Executive Director in charge of the internal control and risk management system and submitted to the Control and Risk Committee.

For each identified risk, the risk matrix provides a brief description and an assessment of the inherent risk, based on proba bility and impact, together with the relevant mitigating factors and/or the procedures implemented by the Group to manage and monit or the risk. These factors are taken into account in determining the residual risk rating.

The risk matrix also considers the potential impact of each risk on the Group’s operations and financial reporting should the relevant internal control objectives not be achieved.

The CEOs and the Executive Director in charge of the internal control and risk management system review the risk matrix and the related risk assessments. The Board of Statutory Auditors oversees the risk assessment process. Operational and financial reporting risks with a high residual risk rating are d isclosed in a dedicated section of the consolidated financial statements.

Any weaknesses or areas for improvement identified through this process are taken into account in planning the activities of the internal control functions and in strengthening the Group’s control measures, particularly those relating to financial reporting risks. Each risk is assessed by reference to the significance of its potential impact on the Group’s operations.

The Executive Director in charge of the internal control and risk management system carries out this assessment every six months and reports the results to the Board of Directors.

37 Roles and functions involved Videogame development and publishing activities are carried out by the Parent Company and/or its subsidiaries and are directly managed by the two CEOs, acting either individually or jointly within the limits of the powers delegated to them by the Board. Transactions exceeding the limits of the CEOs’ de legated powers are reserved to the Board of Directors.

The consistency of processes across the Group, together with the use of a shared ERP platform by all subsidiaries, incorporating automated and preventive controls over purchasing and sales activities, enables effective oversight of individu al Group compani es, limits the powers delegated at subsidiary level and mitigates the risk of fraud or errors in financial reporting.

The CEOs grant selected key personnel limited payment authorisations for lower -value transactions, further reducing the risk of material e rrors in financial reporting. The progressive digitalisation of the market has also resulted in greater centralisation of the procurement of content, production and marketing services, as well as sales activities, simplifying the organisational structure o f local subsidiaries.

The shared ERP platform also facilitates:

a) the consistent application and standardisation of accounting policies across the Group, managed and monitored by the Parent Company through established procedures ;

b) the application of the controls required under Law No. 262/2005 across Group companies and processes, supporting the implementation of a Group -wide control framework .

Although relevant information is readily available through the Group’s systems, each subsidiary is also required to submit quarterly reports to the Parent Company.

The Group’s short -term planning and control processes are carried out on a quarterly basis through a structured system of coordination meetings involving the CEOs and the heads of the various operating segments and corporate functions.

Performance against short -term plans is monitored on an ongoing basis through the Group’s business intelligence system and through regular coordination meetings held at least quarterly.

The medium - to long -term strategic planning process involves a more limited group of senior managers, including the Executive Directors and the heads of the operating segments. Strategic plans are reviewed every six months to assess progress and identify a ny deviations from the objectives set.

Short -term forecasts, together with the related variance analysis, are submitted to the Board of Directors for review and approval on a quarterly basis. Medium - to long -term strategic plans are submitted to the Board for approval every six months.

On March 9th, 2026, the Board of Directors endorsed the recommendation of the Control and Risk Committee to develop a procedure governing the use of artificial intelligence systems, to be submitted to the Board for approval at a subsequent meeting.

Accordingly, and in implementation of Article 123 -bis, paragraph 2, letter d -ter), of the T .U.F., introduced by Italian Legislative Decree No. 47/2026, on September 17th, 2026 the Company adopted a specific procedure for the management and use of artificial intelligence systems, establishing a comprehensive framework for the responsible and secure use of such technologies in the Group’s activities. Such procedure sets out the principles and requirements governing the use of artificial intelligence systems and establishes specific safeguards designed, among other things, to ensure the confidentiality and

38 security of corporate information, the protection of personal data, the accuracy of outputs and appropriate human oversight.

The procedure also governs the monitoring, control, training and awareness activities associated with the use of such systems.

Pursuant to Article 123 -bis, paragraph 2, letter d -quater), of the T .U.F., the Company has also implemented specific measures for managing and monitoring IT and cybersecurity risks. In particular, the Group has adopted a Global IT Policy applicable to employees, collaborators and third parties with access to corporate systems a nd data, designed to safeguard the integrity and security of the Group’s information systems and corporate information. Among other matters, the Global IT Policy governs access to corporate systems and information, the management of credentials and access rights, the use of corporate equipment and devices, the secure storage and transmission of data, and the reporting of security incidents or breaches. The IT function supports the Executive Director in charge of the internal control and risk management system in monitoring the use of corporate systems and related access rights.

9.1 Chief Executive Officer As detailed in Section 4.6, the Company has not assigned responsibility for establishing and maintaining the internal control and risk management system to either of its CEOs, as recommended by the Code. The Company has instead decided to maintain its exis ting governance structure, under which the CFO serves as the Executive Director in charge of the internal control and risk management system. Further information on the role and responsibilities of the Executive Director responsibl e for the internal control and risk management system is provided in Section 9.3.1.

9.2 Control and Risks Committee

Composition and functioning of the Control and Risk Committee (pursuant to Art. 123-bis (2) (d) of the T.U.F. ) On November 9th, 2023, t he Board of Directors established the Control and Risks Committee, composed of three independent directors: Carlotta Ilaria D’Ercole , Susanna Pedretti and Laura Soifer (Chairman) .

The Board acknowledged the expertise in accounting and finance of Director Laura Soifer , pursuant to Recommendation n.

35 of the Code.

During the Fiscal Year, the Control and Risk Committee met twice, with meetings lasting approximately one hour and forty -

five minutes on average. All members attended the meetings, except for one excused absence, the Board of Statutory Auditors was also in attendance. Stefano Salbe, the Executive Director in charge of the internal control and risk management system, was also invited to attend. Other relevant parties were invited to attend meetings from time to time, including representatives of the independent audit firm, the Supervisory Body and the Internal Audit function.

Minutes were prepared for all meetings, and the Chair of the Committee reported on the Committee’s activities at the first subsequent Board meeting.

No changes in the composition of the Control and Risk Committee occurred after the end of the Fiscal Year.

The Control and Risk Committee did not engage any external advisers, as it did not consider their support necessary.

39 Functions assigned to the Control and Risk Committee In line with the Code , the Control and Risks Committee is responsible for :

a) supporting the Board of Directors, on a preliminary basis, in defining the guidelines for the Group’s internal control and risk management system, ensuring consistency with the Group’s strategic objectives ;

b) providing advice on the appointment, removal and remuneration of the Head of Internal Audit;

c) assessing, together with the Financial Reporting Manager and the independent audit firm, the proper application of accounting standards and their consistent application for the purposes of preparing the consolidated financial

statements ;

d) providing opinions, at the request of the Executive Director in charge of the internal control and risk management system, on specific aspects relating to the identification of the principal business risks and to the design, implementation and management of the internal control and risk management system ;

e) reviewing the periodic reports prepared by the Internal Audit function;

f) monitoring the independence, adequacy, effectiveness and efficiency of the Internal Audit function ;

g) requesting the Internal Audit function to carry out reviews of specific operational areas, where appropriate ;

h) reporting to the Board of Directors, at least every six months, on its activities and on the adequacy of the internal control and risk management system, in connection with the approval of the annual and half -year financial reports ;

i) supporting the Board in its assessments and decisions concerning the management of risks arising from potentially adverse events of which the Board has become aware, including through appropriate review and analysis .

No additional functions have been assigned to the Committee .

During the Reporting Period, the Control and Risks Committee:

a) reviewed the work plan prepared by the Executive Director in charge of the internal control and risk management system and monitored its implementation ;

b) assessed the work plan prepared by the Internal Audit function and monitored its implementation ;

c) assessed, together with the Financial Reporting Manager and the independent audit firm, the proper application of the accounting standards and their consistent application for the purposes of preparing the consolidated financial

statements ;

d) reviewed the report of the Supervisory Body ;

e) reviewed the work plan of the Internal Audit function ;

f) reviewed the Letter of the Chairman of the Corporate Governance Report for 202 6.

The Control and Risk s Committee was able to access all relevant information and related Company’s departments to fulfil its duties . The Committee did not require any financial resources to perform its tasks .

The Board of Directors provides the Control and Risks Committee with the necessary resources to perform its functions, upon request.

40 9.3 Head of Internal Audit On November 10th, 2016, upon the proposal of the Executive Director in charge of the internal control and risk management system, subject to the prior favourable opinion of the Control and Risk Committee and after consulting the Board of Statutory Auditors, the Board of Directors:

a) appointed Pierluigi Valentino, a partner of BDO, as Head of Internal Audit, with responsibility for assessing the adequacy and effective functioning of the internal control and risk management system;

b) determined the remuneration of the Head of Internal Audit in accordance with the Company’s remuneration policies and ensured that the resources required for the performance of his duties were made available;

c) approved the internal audit plan.

The Head of Internal Audit is not responsible for any operational area of the Company and reports directly to the Board of Directors.

On September 17th, 2026, the Board most recently renewed BDO’s appointment as the Head of Internal Audit.

In accordance with the Code, the Head of Internal Audit:

a) assesses, both on an ongoing basis and in relation to specific matters where necessary, the effectiveness and adequacy of the internal control and risk management system, in accordance with international standards. Internal audit activities are carried out on the basis of the internal audit plan approved by the Board of Directors and developed through a structured process for analysing and prioritising risks;

b) has direct access to all information relevant to the performance of its duties;

c) prepares periodic reports containing appropriate information on the activities performed, the risk management process and compliance with the plans established for risk mitigation. These reports also include an assessment of the adequacy of the internal co ntrol and risk management system;

d) promptly prepares reports on events of particular significance;

e) assesses, within the scope of the internal audit plan, the reliability of information systems, including accounting

systems;

f) submits the reports referred to in points d) and e) above to the Control and Risk Committee, the Board of Statutory Auditors, the Executive Director in charge of the internal control and risk management system and the Chairman of the Board of Directors.

The Board of Directors ensures that the resources made available to the Head of Internal Audit are sufficient to fulfil his role, in compliance with the autonomy, adequacy, effectiveness and efficiency requirements outlined by the Code .

During the reporting period, the Head of Internal Audit :

a) prepared the annual internal audit plan, which was subsequently approved by the Board of Directors;

b) planned and carried out general and specific reviews of the Company and its subsidiaries in accordance with the internal audit plan, identifying any weaknesses in the internal control and risk management system. These activities were carried out through sc heduled audits at the relevant Company premises;

c) prepared a detailed report for each review, setting out the activities and areas examined, the scope and procedures of the audit, its timing and duration, the findings and any recommendations arising from the review;

41 d) maintained a register of the internal audit activities carried out during the Fiscal Year, recording the findings and recommendations arising from each review and any corrective measures proposed to address identified weaknesses, as well as the related fol low-up activities and responses received;

e) attended the meetings of the Control and Risk Committee and the Board of Statutory Auditors, reporting on the progress of internal audit activities, any issues or weaknesses identified and any corrective measures implemented by the Company.

9.3.1 Executive Director in charge of the internal control and risk management system The executive Director Stefano Salbe, in its role as the Director in charge of the internal control and risk management system :

a) has direct access to all information required to effectively perform his duties ;

b) reports on his work to the Control and Risk s Committee and to the Board of Statutory Auditors;

c) is provided with the necessary resources to perform his role;

d) is granted the authority to request audit s on specific operational areas to the Internal audit department .

The Director in charge of the internal control and risk management system :

a) oversees the identification of the principal business risks, including strategic, operational, financial and compliance risks, in coordination with the relevant corporate functions, and periodically reports on such risks to the Board of

Directors ;

b) implements the guidelines established by the Board of Directors by designing, implementing and managing the internal control and risk management system and continuously monitoring its adequacy and effectiveness ;

c) adapts the internal control and risk management system to changes in the Company’s operating conditions and in the applicable legislative and regulatory framework ;

d) suggests the appointment or removal of the Head of the Internal Audit department ;

e) promptly reports to the Board of Directors and the Control and Risk Committee on any significant issues or matters identified in the performance of his duties .

9.4 Organisational Model pursuant to Legislative Decree 231/2001 The Organisational Model pursuant to Legislative Decree 231/2001 (“Organisational Model ” or “ Model ”) has been updated on several occasions to reflect changes in applicable legislation and, in its current version, was most recently approved by the Board of Directors on December 22nd, 2025. On March 30th, 2006, the Board of Directors approved the Code of Ethics, which was most recently updated on June 28th, 2022 following the approval of the ESG Policy.

The Organisational Model adopted by the Company consists of the following sections:

1. a General Section, which introduces the Model and sets out its governance framework, with particular reference to:

(i) the persons to whom the Model applies; (ii) the composition, role and powers of the Supervisory Body (the “Supervisory Body”); (iii) the role of the Board of Directors; (iv) information flows to the Supervisory Body; (v) the sanctions system; and (vi) communication of the Organisational Model to the persons to whom it applies;

2. a Special Section, which identifies, for each category of offence potentially relevant to the Company, the processes presenting a higher level of risk and sets out the rules of conduct to be observed by the persons to whom the Model

42 applies in carrying out their activities.

Under the Model, the categories of offences potentially relevant to the Issuer include:

a) offences against the Public Administration;

b) corporate offences ;

c) financial offences and market abuse ;

d) offences against individuals, as well as manslaughter and serious or very serious personal injury committed in breach of occupational health and safety regulations ;

e) cybercrime and unlawful processing of data ;

f) offences against industry and trade and copyright infringement offences ;

g) terrorism -related offences and offences aimed at subverting the democratic order under the Italian Criminal Code and special laws, as well as offences committed in breach of Article 2 of the International Convention for the Suppression of the Financing of Terrorism, adopted in New York on December 9, 1999 ;

h) receiving stolen goods, money laundering, use of money, assets or benefits of unlawful origin and self -

laundering; offences relating to payment instruments other than cash and fraudulent transfer of assets; and tax offences ;

i) offences relating to the employment of foreign workers ;

l) transnational offences ;

m) other offences.

The documents are available in the Governance/ Model pursuant to Legislative Decree 231/01 section of the corporate website www.digitalbros.com .

On November 8th, 2018, the Board of Directors resolved to entrust the functions of the Supervisory Body to Francesco Lamperti, an external legal professional, having determined that a single -member Supervisory Body would meet the requirements of autonomy, independence, p rofessional expertise and continuity of action necessary for the effective performance of its duties, while reserving the right to reassess this arrangement in the future. On November 9th, 2023, having confirmed that the above requirements continued to be met, the Board renewed his appointment for the entire term of office of the current Board of Directors and, therefore, until the approval of the financial statements for the fiscal year ended Ju ne 30th, 2026.

During the Fiscal Year, the Supervisory Body reviewed the Company’s sensitive activities and the management and control arrangements in place. In particular, the Supervisory Body noted that no reports of breaches of the Organisational Model by the persons to whom it applies had been received and that no reports had been submitted through the whistleblowing channel established by the Company pursuant to Italian Legislative Decree No. 24 of March 10th, 2023. The Supervisory Body also carried out specific reviews of corporate governance matters, including the proposed introduction of a new medium - to long -

term incentive plan based on phantom shares, as well as the transfer of certain intellectual property asset s, IT systems, occupational health and safety, relations with the Public Administration and the management of financial flows and related authorisation powers. During the Fiscal Year, the Company’s Organisational Model was updated. The updated Model was approved by the Board of Directors on December 22nd, 2025 and is available in the “Governance/Model pursuant to Legislative Decree No. 231/2001” section of the Company’s website .

43 9.5 Independent audit firm E.Y. S.p.A. was appointed as external auditor by the General Shareholders’ Meeting held on October 27th, 2021 for the reporting periods up until the approval of the financial statements as of June 30th, 2030 . On November 13th, 202 5, the Board of Directors reviewed the additional report submitted by the external auditors to the Board of Statutory Auditors.

9.6 Financial Reporting Manager On August 7th, 2007, the Board of Directors appointed the Company’s CFO, Stefano Salbe, as Financial Reporting Manager, subject to the favourable opinion of the Board of Statutory Auditors. The Board granted him the powers and resources necessary for the performance of his duties in accordance with applicable laws and regulations.

The Financial Reporting Manager has significant expertise in administration, finance and control and performs his duties in accordance with Article 154 -bis of the T .U.F..

Pursuant to Article 24 of the Articles of Association, the Financial Reporting Manager must have appropriate experience in administration, finance and control and meet the integrity requirements prescribed by law for Directors. The provisions governing Dir ectors’ liability apply to the Financial Reporting Manager in relation to the duties entrusted to him, without prejudice to any liability arising from his employment relationship with the Company. In particular, pursuant to Article 154 -

bis of the T .U.F., the Board of Directors has granted the Financial Reporting Manager all powers necessary for the performance of his duties, including, without limitation, the power to:

a) implement appropriate administrative and accounting procedures within the Parent Company and its subsidiaries ;

b) hire or dismiss personnel assigned to specific financial reporting activities and determine their remuneration in accordance with the Group’s remuneration policies ;

c) engage professionals and advisers, in Italy or abroad, for specific assignments and determine the duration and remuneration of their engagement ;

d) purchase assets and software required for financial reporting purposes, either directly or through leasing

arrangements ;

e) exercise all financial and operational powers necessary for the effective performance of his duties .

In light of the Group’s size and organisational complexity, no additional functions or roles have been established within the internal control framework for these purposes.

9.7 Coordina tion among the parties involved in the internal control and risk management system Pursuant to Article 6 (Principle XX) of the Corporate Governance Code and in line with best practices for listed companies, the Company has established a structured coordination process involving the different corporate functions engaged in the internal control and risk management system. Regular joint meetings are held between the Executive Director in charge of the internal control and risk management system, the Control and Risk Committee, the Board of Statutory Auditors, the Supervisory Board, and the Head of Internal Audit, with the aim of identifying areas of intervention and assigning relevant responsibilit ies to each function. This process ensures the avoidance of overlaps or duplication of activities and promotes the implementation of a unified compliance framework across the Group’s subsidiaries.

The Board of Statutory Auditors, or its Chairman or another Statutory Auditor designated by the Chairman, attends the meetings of the Control and Risk Committee in accordance with Recommendation 37 of the Code. The external auditors

44 convene at least twice a year in joint session with the Control and Risk Committee, the Board of Statutory Auditors, and the Financial Reporting Manager to verify the application and consistency of accounting standards for preparing the consolidated financial statements.

10. DIRECTORS’ INTERESTS AND RELATED PARTY TRANSACTIONS

The Board of Directors is responsible for the prior approval of related party transactions carried out by the Group’s subsidiaries. On November 11th, 2010, the Board approved the Group’s Related Party Transactions Procedure (the “Procedure”), following the adoption of Consob Resolution No. 17221 of March 12, 2010. The Procedure sets out, among other matters, the criteria for identifying related party transactions of greater significance. The most recent version of the Procedure was approved by the Board on June 29th, 2021 and is available in the “Governance/Documents and Procedures” section of the Company’s website .

Related party transactions must comply with the principles of substantive and procedural fairness set out in applicable laws and regulations. The criteria for identifying related parties and related party transactions are determined in accordance wit h the definitions and requirements established by applicable accounting standards and regulations.

The r elated party transactions that are subject to Board approval are considered on the basis of complete information concerning, among other matters, the nature of the relationship, the economic terms and conditions of the transaction, the manner and timing of its execution, the interests of th e parties involved and the rationale for the transaction, including its consistency with the Group’s strategic objectives. The Board is also provided with appropriate information on any current or potential risks for the Company and its subsidiaries and an y other implications for the Group’s activities.

Where a Director has an interest in a related party transaction, whether directly or on behalf of third parties, the Director is required to disclose to the other Directors and the Board of Statutory Auditors the nature, terms, origin and extent of such interest, in accordance with applicable laws and regulations.

The definition of related parties is based on that set out in IAS 24 – Related Party Disclosures, as adopted pursuant to Regulation (EC) No. 1606/2002. Where the Board identifies a potentially significant relationship involving a Director or another relate d party, it may request any additional information or clarification considered necessary. A Director involved in the transaction does not participate in the relevant Board resolution.

On November 9th, 2023, in light of the limited complexity of the Company’s related party transactions, the Board of Directors confirmed its decision to assign the functions previously performed by the Related Party Transactions Committee to the Control and Risk Committee, which is convened in such capacity as required. As noted above, the Control and Risk Committee is composed of the three independent Directors Carlotta Ilaria D’Ercole, Susanna Pedretti and Laura Soifer, who serves as Chair.

During the Fiscal Year, the Control and Risk Committee, acting as the Related Party Transactions Committee, met once for approximately thirty minutes. All Committee members attended the meeting, together with the Board of Statutory Auditors and the Executi ve Director responsible for the internal control and risk management system. At the meeting, the Committee reviewed the proposed termination of the lease agreement between the US subsidiary 505 Games (US) and Matov LLC, a company owned by the CEOs, in light of the reduction in the number of the Group’s employees in the United States.

Minutes were prepared for the meeting, and the Chair of the Committee reported on its activities at the first subsequent Boar d meeting.

45 No changes in the composition of the Control and Risks Committee occurred after the reporting date .

11. BOARD OF STATUTORY AUDITORS

11.1 Appointment and replacement of Statutory Auditors Pursuant to Article 25 of the Articles of Association, the standing and alternate members of the Board of Statutory Auditors are elected on the basis of lists submitted by shareholders.

The Board of Statutory Auditors consists of three standing Statutory Auditors and two alternate Statutory Auditors, who remain in office for three fiscal years and may be re -elected. Their term of office and remuneration are determined in accordance with a pplicable laws and regulations. One standing Statutory Auditor and one alternate Statutory Auditor are elected by minority shareholders.

The Board of Statutory Auditors is appointed in accordance with the applicable gender balance requirements, on the basis of the lists of candidates submitted by shareholders. Each list must indicate the candidates in sequential order and be divided into two sections: one for candidates for the office of standing Statutory Auditor and the other for candidates for the offic e of alternate Statutory Auditor.

The lists, signed by the shareholders submitting them, must be filed within the deadlines and in accordance with the procedur es prescribed by applicable laws and regulations. Lists may be submitted only by shareholders who, individually or jointly with other shareholders, hold the minimum percentage of voting rights required under the laws and regulations in force at the time of the appointment. Ownership of the required percentage is determined by reference to the shares held on the date on which the list is submitted. At the time of the most recent appointment of the Company’s corporate bodies, the threshold provided for under Article 147 -ter of the T .U.F was equal to 4.5% of the share capital, pursuant to Consob Determination No. 83 of July 20th, 2023.

Ownership of the required shareholding may also be certified after the list has been filed, provided that the certification i s submitted within the deadline prescribed by applicable laws and regulations.

Each candidate may appear on only one list, failing which he or she will be ineligible for election.

Candidates who are ineligible or disqualified from holding office under applicable laws and regulations, or who do not meet the applicable requirements, may not be included in the lists. Each candidate must submit a declaration accepting his or her candida cy, together with a list of any offices held in other companies. Within the applicable deadline, each candidate must also declare, under his or her own responsibility, that no grounds for ineligibility or incompatibility apply and that he or she meets the requirements prescribed by applicable laws and regulations. Within the deadlines and in accordance with the procedures prescribed by law, shareholders submitting a list must also provide certification issued by an authorised intermediary confirming ownersh ip of the number of shares required to submit the list.

All l ists containing three or more candidates must include candidates of both genders, so that both the section relating to standing Statutory Auditors and the section relating to alternate Statutory Auditors include a number of candidates belonging to the unde r-represented gender that complies, after rounding up, with the percentage required by applicable laws and regulations. Lists that do not comply with these requirements will not be considered.

46 Without prejudice to the applicable gender balance requirements, the Statutory Auditors are elected as follows:

a) two standing Statutory Auditors and one alternate Statutory Auditor are elected, in the order in which they appear on the list that obtained the highest number of votes at the Shareholders’ Meeting ;

b) one standing Statutory Auditor and one alternate Statutory Auditor are elected, in the order in which they appear on the list that obtained the second -highest number of votes .

The first candidate for the office of standing Statutory Auditor on the list that obtained the second -highest number of votes is appointed Chair of the Board of Statutory Auditors.

If the outcome of the voting does not ensure compliance with the applicable gender balance requirements, the necessary replacements are made among the candidates elected from the majority list, in accordance with the order in which they appear on that list .

If only one list is submitted, all Statutory Auditors are elected from that list and the first candidate for the office of st anding Statutory Auditor is appointed Chair of the Board of Statutory Auditors, in each case subject to compliance with the applica ble gender balance requirements. A Statutory Auditor who ceases to meet the requirements prescribed by law shall cease to hold office. If a standing Statutory Auditor must be replaced, the alternate Statutory Auditor elected from the same list shall ta ke his or her place, subject to compl iance with the applicable gender balance requirements. The Statutory Auditor elected by the minority shareholders shall continue to serve as Chair of the Board of Statutory Auditors.

The provisions described above do not apply to the Shareholders’ Meetings called to supplement the Board following the resignation or termination of office of a Statutory Auditor or the Chair. In such circumstances, the appointments are made in accordance with the applicable provisions, without prejudice to compliance with the gender balance requirements in force from time to time.

If two or more lists other than the list that obtained the highest number of votes receive the same number of votes, the youn gest candidates from the relevant minority lists shall be elected until all positions have been filled, subject to compliance with the applicable gender balance requirements.

The Statutory Auditors are required to maintain the confidentiality of all documents and information obtained in the performance of their duties and to comply with the Company’s procedures governing the handling and disclosure of corporate information. The Statutory Auditors may request additional information and clarification to the Directors regarding the Company’s operations and may perform inspections at any time, either individually or jointly. The Board of Statutory Auditors and the independent audit firm exchange relevant information regarding the performance of their duties on a regular basis.

The Board of Statutory Auditors meets at least quarterly. All members of the Board of Statutory Auditors confirmed that they met the independence requirements set out in the Corporate Governance Code both when submitting their candidacies and upon acceptin g office.

The Statutory Auditors are required to promptly disclose any interest they may have in a particular transaction of the Company , directly or on behalf of third parties .

The Company is not subject to any additional laws or regulations concerning the composition of the Board of Statutory Auditors other than those set out in the T .U.F..

47 11.2 C omposition and functioning of the Board of Statutory Auditors (pursuant to Art.123 -bis, (2) (d) (d -bis) of the T.U.F.) As of June 30th, 2026, the Board of Statutory Auditors is composed of five members , all appointed by the Shareholders’ Meeting o n October 27th, 2023 . They will remain in office until the approval of the financial statements as of June 30th, 2026.

Only one list was submitted to the Shareholders’ Meeting by Abramo Galante and Raffaele Galante representing 66.14 % (no.

9, 435,548 shares ) of the share capital . The list of candidates was as follows:

Name and last name Office Paolo Villa Statutory Auditor (Chairman) Maria Pia Maspes Statutory Auditor Pietro Piccone Ferrarotti Statutory Auditor Andrea Serra Substitute Statutory Auditor Stefano Spiniello Substitute Statutory Auditor

The candidates were elected by 99,29% of the voting capital .

During the Fiscal Year, the Board of Statutory Auditors met ten times, with meetings lasting approximately two hours on average. All members attended the meetings , except on one occasion . As of the date of this Report, the Board of Statutory Auditors has already held four meetings during the current fiscal year.

Further details about the composition of the Board of Statutory Auditors and the attendance to the meetings are available in the Summary Tables.

There have been no changes to the composition of the Board of Statutory Auditors after the reporting period .

Short biographical notes on the members of the Board of Statutory Auditors are provided below :

Maria Pia Maspes Born in Sondrio (Italy) on April 28th, 1970, Italian.

Chartered Accountant registered in Section A of the Register of Chartered Accountants and Accounting Experts of Milan registration n. 4565 , since February 19th, 1996. Registered Statutory Auditor ( N. 92701, Official Register of Statutory Auditors, since November 2, 1999). Member of the Corporate Governance Committee of the Milan Association of Chartered Accountants and Accounting Experts.

Key appointments : 505 Games S.p.A. (Statutory Auditor) - RCS MediaGroup* S.p.A. (Statutory Auditor) - Cairo Communication* S.p.A. (Statutory Auditor) - SAES Getters S.p.A. (independent director and Chair of the Supervisory Body ) – Cairo Editore S.p.A. (Statutory Auditor) - La7 S.p.A. (Statutory Auditor) - Cairo RCS Media S.p.A. (Statutory Auditor) -

UT Communications S.p.A. (Statutory Auditor) - RCS Sport S.p.A. (Statutory Auditor) - Torino F.C. S.p.A (Statutory Auditor) - Previ denza Cooperativa (Statutory Auditor) - Immobiliare Molgora S.p.A. ( Chair of the Board of Statutory Auditors ) - Nicla S.r.l. ( Statutory Auditor ) – Lario Plast S.r.l. ( Chair of the Board of Statutory Auditors ).

48 Pietro Piccone Ferrarotti Born in Rome on March 21st, 1971. Italian.

Graduated in Law from University Luiss – Guido Carli in Rome, admitted to the Bar of Rome in 1998 and admitted to practice also before the Corte di Cassazione (Italian Supreme Court) and other higher Courts.

He has over 20 years' experience in assisting domestic and foreign clients with complex tax audits, handling assessment procedures , including adherence and judicial reconciliation, representing clients in proceedings before the Tax Commissions and the Corte di Cassazione . Author of publications on tax matters and teacher of postgraduate courses.

Key appointments: Felofin S.p.A. ( Statutory Auditor ) – Finclama S.p.A. – Carlyle Real Estate Società di Gestione del Risparmio* S.p.A. (Statutory Auditor) – Elemedia S.p.A. (Statutory Auditor) – Galleria Commerciale Porta di Roma S.p.A.

(Statutory Auditor) – Guber Banca* S.p.A. (Statutory Auditor) – Italian Shopping Centre Investment S.r.l. (Statutory Auditor) – Kartell S.p.A. ( Chairman of the Board of Statutory Auditors ) – Mercurio S.p.A. ( Chairman of the Board of Statutory Auditors ).

Paolo Villa

Born in Bergamo on January 29th, 1965, Italian.

Chartered Accountant registered in Section A of the Register of Chartered Accountants and Accounting Experts of Bergamo registration n. 925/A since July 21st, 1993. Registered Auditor in the Register of Court -Appointed Technical Consultants of the Bergamo Court section, n. 446.

Key appointments : Fine Foods & Pharmaceuticals N.T.M. S.p.A.* ( Member of the Supervisory Body and Internal Audit) – 505 Games S.p.A. ( Chairman of the Board of Statutory Auditors ) - Eisai S.r.l. ( Statutory Auditor ) – Fine Cosmetics S.p.A.

(Statutory Auditor ) - Friends & Partners S.p.A. ( Chairman of the Board of Statutory Auditors ) - Eigenfin S.r.l. (Sole Auditor ) – Sofar S.p.A. (Statutory Auditor ). Auditor for Startafrica S.r.l. .

The companies marked with an asterisk (*) are listed on regulated markets in Italy or abroad , or they are active in finance, banking or insurance, or they are companies of significant size that are not part of the Group.

Pursuant to Principle VIII of the Code , the composition of the Board of Statutory Auditors is designed to ensure both independence and professionalism in fulfilling its role. All statutory auditors meet the independence criteria stipulated by the T.U.F. and the Code. They collectively bring proven experience in accounting and tax consultancy, having served in primary, listed, and regulated companies. Additionally, two member s are registered on the Register of Auditors and meet the requirements outlined in the Q.1.2 standard “Composition of the Board of Statutory Auditors” of the Code of Conduct for the Board of Statutory Auditors of listed companies, published by the National Coun cil of Chartered Accountants and the Accounting Experts.

49 Diversity criteria and related policies The Group has no t adopted a specific diversity policy governing the composition of its control bodies . It applies the diversity criteria set out in Law No. 160/2019, the T .U.F. and the Corporate Governance Code, as described in Section 4.3 – “Diversity criteria and policies in the composition of the Board and within the Group” of this Report.

Pursuant to Article 25 of the Articles of Association, any list containing at least three candidates must include candidates of both genders, so that the number of candidates of the under -represented gender complies with the percentage required by applicable laws and regulations. As of June 30th, 2026, the Board of Statutory Auditors consisted of three standing Statutory Auditors (two men and one woman) and two alternate Statutory Auditors (one man and one woman).

In addition to the applicable gender balance requirements, the Company takes into account further diversity criteria in relat ion to the composition of the Board of Statutory Auditors, including age, educational background and professional experience.

The c omposition of the Board of Statutory Auditors reflects an appropriate degree of diversity with respect to these criteria, as well as a balanced mix in terms of seniority in office, as shown in Section 17 – Table 4.

Independence

At the beginning of its term of office, the Board of Directors established qualitative and quantitative criteria for assessing independence pursuant to the Corporate Governance Code, including that of Statutory Auditors. The Board of Statutory Auditors also verified the compliance with the limits on the number of offices of its members , according to the applicable laws and regulations.

On October 27th, 2023, the Board of Statutory Auditors assessed the independence of its members pursuant to Article 148, paragraph 3, of the T .U.F. and the Corporate Governance Code. The outcome of the assessment was reported to the Board of Directors, which acknowledged the declarations confirming the independence, integrity and professional standing of the Statutory Auditors .

The Board of Statutory Auditors assesses the independence of its members at least annually and whenever circumstances arise that may affect their continued compliance with the applicable independence requirements. During the Fiscal Year , the Board of Statutory Auditors verified the independence of its members on November 25th, 2025, based on the criteria established by the T.U.F., the Corporate Governance Code, the current Rules of Conduct for the boards of statutory auditors of listed companies issued by the National Council of Chartered Accountants and Accounting Experts, and the quantitative criteria defined by the Board of Directors . The assessment took into account the information provided by each member . The Statutory Auditors shall promptly report any changes in the number of offices held in other companies and confirm that they continue to meet the professional , integrity and independence criteria confirmed at the time of appointment.

The Board of Statutory Auditors unanimously confirmed the independence of its members and reported the outcome of the assessment to the Board of Directors.

Remuneration

The remuneration of the Board of Statutory Auditors is determined based on the commitment required for the role and the size of the Company . The Shareholders’ Meeting held on October 27th, 2023 set a total remuneration of Euro 27,000 for the Chairman of the Board of Statutory Auditors and Euro 22,000 for each acting statutory auditor.

50 Management of interests The Statutory Auditors are also subject to the Related part ies transactions procedur e. Statutory Auditors who have an interest, in any transaction , directly or through third parties, must promptly disclose the nature, terms, origin, and extent of that interest to both the Board of Statutory Auditors and the Board of Directors.

11.3 Role of the Board of Directors During the Fiscal Year, the Board of Statutory Auditors met ten times, with meetings lasting approximately two hours on average. Its activities during the Fiscal Year included:

a) assessing the independence of the Statutory Auditors and the independent audit firm ;

b) exchanging information and coordinating activities with the independent audit firm, the Supervisory Body and the Internal Audit function ;

c) reviewing all communications with Borsa Italiana and Consob ;

d) reviewing the Company’s ownership structure ;

e) verifying that the Articles of Association comply with the applicable laws and regulations ;

f) reviewing the decision -making process of the Board of Directors and overseeing compliance with the principles of good management ;

g) reviewing the Group’s risk management process es;

h) assessing the adequacy of the organisational and administrative structure, the administrative and accounting system and the internal control system ;

i) assessing the adequacy of the instructions provided to subsidiaries pursuant to Article 114, paragraph 2, of the T .U.F.;

j) reviewing intercompany transactions and any significant, atypical or unusual transactions with Group companies and related parties ;

k) monitoring compliance with occupational health and safety requirements under Italian Legislative Decree No.

81/2008 ;

l) monitoring compliance with corporate and tax requirements;

m) monitoring compliance with applicable data protection requirements.

12. RELATIONS WITH SHAREHOLDERS

Access to information Digital Bros S.p.A. is committed to maintaining a stable dialogue with the public and the market , complying with the laws and regulations governing inside information .

All relations with investors and other stakeholders are managed by the Investor Relations manager , Stefano Salbe , who receives requests for information and replies in compliance with Borsa Italiana Regulations.

Relevant corporate documents are published promptly in Italian and English on the Investor Relations and Governance sections of the corporate website, ensuring a continuous dialogue with stakeholders. All press releases, as well as the quart erly and annual financial reports, are made available on the corpo rate website immediately following approval by the relevant corporate bodies .

51 The following documents are available on the website :

a) statutory and consolidated financial statements;

b) half-year financial reports;

c) quarterly i nterim reports;

d) financial calendar;

e) Corporate Governance report;

f) Remuneration Report;

g) Articles of Association;

h) General Meeting regulations ;

i) Code of Conduct ;

j) Diversity Policy ;

k) internal dealing procedure .

Shareholders Engagement

On February 10th, 2022, the Board approved the Shareholders Engagement Policy to enhance transparency towards the market and the Company’s stakeholders . This policy is aimed at establish ing, maintain ing, and develop ing an active dialogue with shareholders, aiming to align their different interests with the Group’s sustainable growth .

The dialogue with shareholders is managed by the Board of Directors and, on its behalf, by the CEOs and the CFO , who also serves as the Investor Relations manager . The Investor Relations manager is responsible for receiving and addressing requests from shareholders, analysts, retail investors and the media. Other Board members, such as the members of the c ommittee s, may also participate in these discussions , where needed .

The dialogue with shareholders involves all subjects under the responsibility of the Board of Directors and its committees,

including:

a) the Group’s long term sustainable success;

b) environmental, social and governance issues;

c) the Group’s economic , financial and operating performance (financial and non -financial results and targets);

d) the Group’s remuneration policy and its implementation;

e) related parties transactions ;

f) the internal control and risk management system.

Further details on the Shareholders Engagement Policy are available on the corporate website under the Sustainability section.

52 13. SHAREHOLDERS’ MEETINGS (pursuant to Art.123 -bis (2) (a) second part of the T.U.F.) Shareholders’ Meetings, when duly convened, represent all shareholders, and their resolutions, if adopted in accordance with applicable law and the Articles of Association, are binding on all shareholders. The Ordinary and Extraordinary Shareholders’ Meetings are duly constituted and pass resolutions with the majorities required by law.

Pursuant to Article 10 of the Articles of Association, the Ordinary and Extraordinary Shareholders’ Meetings are convened in accordance with applicable laws and regulations. The notice specifies the date, time and place of the meeting, the items o n the agenda and any other information required by the applicable law. The notice is published on the Company’s website. The Board of Directors may determine, where appropriate, that an Ordinary and/or Extraordinary Shareholders’ Meeting shall be held on a single call.

The Extraordinary Shareholders’ Meeting of October 28th, 2024 approved the proposed amendments to Articles 11 and 12 of the Articles of Association , aimed at providing greater flexibility and organisational efficiency in conduct ing the Shareholders’ Meetings. Such amendments introduced the possibility for shareholders to participate in Shareholders’ Meetings exclusively by means of telecommunications and for the voting rights to be exercised exclusively through the Company’s designated representative pursuant to Article 135 -undecies, paragraph 1, of the T .U.F., as provided for by the Capital Markets Law.

Pursuant to Article 11 of the Articles of Association, shareholders entitled to exercise voting rights in accordance with applicable law may attend Shareholders’ Meetings. Entitlement to attend and exercise voting rights is determined in accordance with th e laws and regulations in force from time to time and the Articles of Association.

Pursuant to Article 12.1 of the Articles of Association, any shareholder entitled to attend a Shareholders’ Meeting may be represented by proxy in writing, in accordance with applicable law. The proxy may be submitted to the Company by certified email, as specified in the notice convening the meeting, or by any other means indicated therein. Pursuant to Article 12.2 of the Articles of Association, shareholders entitled to vote may participate in Shareholders’ Meetings exclusively through the Company’s designated representative pursuant to Article 135 -undecies of the T .U.F., unless the Board of Directors determines otherwise when convening a specific meeting. Where participation and voting are not required to take place exclusively through the designated representative, Article 12.3 provides that the Company may appoint, for each Shareholders’ Meeting, a designated representative to whom shareholders may grant a proxy containing voting instructions on all or some of the items on the agenda, within the deadlines and in accordance with the procedures prescribed by law. Finally, pursuant to Article 12.4, the Board of Directors may provide in the notice convening the meeting that the Shareholders’ Meeting shall be held exclusively by means of telecommunications.

The d uly constituted Shareholders’ Meetings represent all shareholders, and their resolutions adopted in accordance with applicable law and the Articles of Association are binding on all shareholders, including those who did not attend or voted against the relevant resolution.

The Chair man of a Shareholders’ Meeting is responsible for verifying that the meeting has been duly constituted, confirming the identity and entitlement of the attendees and verifying the validity of the proxies and the other documents authorising their representation. These activities may also be carried out by persons appointed by the Chair man for such purpose.

The Shareholders’ Meetings are chaired by the Chair man of the Board of Directors. I f absent, unable or unwilling, the meeting is chaired by a Deputy Chair man, the Chief Executive Officer or another member designated by the Board of Directors. If

53 none of these persons is available, the Shareholders’ Meeting appoints its own Chair man, other than the shareholder s of the Company. The r esolutions adopted by Shareholders’ Meetings are recorded in minutes signed by the Chair man and the Secretary.

Where required by law or if considered appropriate by the Board of Directors, the minutes of Shareholders’ Meetings are drawn up by a notary.

No provisions other than those prescribed by the applicable law apply to amendments to the Articles of Association.

The Regulation of the Shareholders’ Meeting was approved on September 6th, 2000 for a proper and effective conduct of Ordinary and Extraordinary Shareholders’ Meetings. The Regulation is available in the “Governance/Documents and Procedures” section of the Company’s website.

Seven Directors, including the Chair man of the Board of Directors, all three standing Statutory Auditors and the designated representative attended t he Ordinary Shareholders’ Meeting of October 27th, 2025 .

Neither the Chair man nor any other members of the Board committees reported to the Shareholders’ Meeting on the activities carried out by the respective committees.

During the Fiscal Year, following the exercise of no. 85,000 options under the 2016 –2026 Stock Option Plan, the Company’s share capital increased from Euro 5,706,014.80 to its current amount of Euro 5,740,014.80.

14. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (pursuant to Art.123-bis (2)

(a), second part of the T.U.F.) There are no additional corporate governance practices on top of the above -mentioned procedures concerning the organisational model pursuant to Legislative Decree 231 /2001 .

15. SUBSEQUENT CHANGES

There have been no changes after the closing of the reporting period .

16. CONSIDERATIONS ON THE LETTER FROM THE CHAIRMAN OF THE CORPORATE

GOVERNANCE COMMITTEE

On March 9th, 2026 , the Board of Directors and the Board of Statutory Auditors reviewed the recommendations in the letter of the Chair man of the Corporate Governance Committee (the “Letter”) of December 18th, 2025 .

Based on the findings of the annual monitoring of the application of the Corporate Governance Code, the Letter focused on two areas :

a) the measurability of the components of the remuneration policy;

b) the engagement with relevant stakeholders other than shareholders.

Measurability of the components of the remuneration policy With regard to Recommendation no. 27 of the Code, the Committee emphasised that extraordinary one -off payments should

54 either be avoided or limited to exceptional circumstances that are clearly identified and adequately explained, according to appropriate decision -making procedure s. Companies were therefore encouraged to review any provisions in their remuneration policies that allow for extraordinary payments or termination benefits for Executive Directors and to assess whether they provide sufficiently clear and measurable parameters. Where appropriate, such provisions should set maximum amounts and objective reference criteria. The Committee also encouraged companies to take into account any concerns raised by relevant investors on these matters , whether through voting on the remuneration policy or through engagement outside the Shareholders’ Meeting.

The Board of Directors , having also considered the assessment carried out by the Remuneration Committee, determined that no action was required in response to this recommendation , as the Digital Bros’ Remuneration Policy does not provide for extraordinary one -off payments or termination benefits for Executive Directors.

Engagement with relevant stakeholders other than shareholders The second recommendation focused on the engagement with stakeholders other than shareholders. In particular, large companies, as defined by the Code, were encouraged to establish a framework for stakeholder engagement, either within their existing shareholder engagement policy or through a separate policy, also with a view to promoting best practices that may serve as a reference for other listed companies. The Letter suggested that such policies should identify the relevant stakeholder groups, the appropriate channels for engagement, the corporate functions and the individuals responsible for managing the dialogue , as well as the main topics to be addressed. The policy should also ensure that the Chair keeps the Board appropriately informed of the development and key outcomes of stakeholder engagement.

As Digital Bros does not qualify as a large company under the Code, the Board did not consider it necessary to adopt a formal stakeholder engagement policy in response to the recommendation. The Board nevertheless recognises the importance of maintaining constructive dialogue with the Group’s relevant stakeholders.

The Board remains committed to monitoring the Corporate Governance Committee’s recommendations and to assessing their relevance to the Company’s governance framework on an ongoing basis.

17. SUMMARY TABLES

The following tables provide a summary of the composition of the Board of Directors and the Board of Statutory Auditors and the methods of adoption of the main recommendations of the Corporate Governance Code.

55 TABLE 2: COMPOSITION OF BOARD OF DIRECTORS AS OF JUNE 30TH, 2026

BOARD OF DIRECTORS

Office Member Year of birth Date of first appoint.(*) In office since In office until List submitted by (**) List

(M/m)

(***) Exec. Non-

Exec. Indip.

by Code Indip.

by T.U.F. N. others appoint.

(****) BoD Participation

(*****)

Director Chalaupka

Devetag

Veronica 1975 2024 28/10/2024 Approval FY26 FS Shareholders M X - 8/9

Director D’Ercole

Carlotta Ilaria 1976 2023 27/10/2023 Approval FY26 FS Shareholders M X X X - 7/9

Chairman and

CEO Galante

Abramo 1963 1991 27/10/2023 Approval FY26 FS Shareholders M X - 9/9 Director Galante Davide 1933 1991 27/10/2023 Approval FY26 FS Shareholders M X - 8/9

CEO Galante

Raffaele 1965 1991 27/10/2023 Approval FY26 FS Shareholders M X - 9/9

Director Pedretti

Susanna 1977 2019 27/10/2023 Approval FY26 FS Shareholders M X X X 3 9/9 Director Salbe Stefano 1965 2005 27/10/2023 Approval FY26 FS Shareholders M X 1 9/9 Director Soifer Laura 1974 2020 27/10/2023 Approval FY26 FS Shareholders M X X X 2 9/9 Director Treves Dario 1968 2000 27/10/2023 Approval FY26 FS Shareholders M X - 9/9

DIRECTORS WHO LEFT THE OFFICE DURING THE REPORTING PERIOD

N. of meetings held during the reporting period: 9 Quorum required for presentation of lists by minorities for the election of one or more members (Art. 147 -ter T.U.F.): 4,5% ( Determination n. 83 of July, 20, 2023)

56 NOTE S

• This symbol indicates the Director in charge of the internal control and risk management system ○ This symbol indicates the Lead Independent Director (LID).

(*) This column indicates the year during which the Director was elected for the first time in the Board of the Company.

(**) This column contains either “Shareholders” or “BoD” whether the Director was elec ted from a list submitted by the shareholders or the outgoing Board of Directors (***) This column contains either “M” or “m” whether the Director was elected from the majority or the minority list (****) This column contains the number of positions held as a Director or Statutory Auditor in other listed or large companies. For the full list of refer to Section 4 and Section 11 of the Report.

(*****) This column indicates the Directors’ attendance at the meeting s of the Board of Directors ( N. of meeting attended/ n. of meetings held ).

57 TABLE 3: COMPOSITION OF THE BOARD COMMITTEES AS OF JUNE 30TH, 2026

B.o.D. Executive

Committee Control and Risks

Committee Remuneration

Committee Nomination

Committee Related Party Transactions Committee Other Committees Office Member (*) (**) (*) (**) (*) (**) (*) (**) (*) (**) (*) (**) Chairman and CEO Galante Abramo CEO Galante Raffaele Executive Director Salbe Stefano Executive Director Treves Dario

Non-executive

Director Chalaupka

Devetag Veronica

Non-executive

Directo r Galante Davide

Independent Director

(by Code and T.U.F.) D’Ercole Carlotta Ilaria 1/2 M 2/4 M 2/2 P 1/1 M

Independent Director

(by Code and T.U.F.) Pedretti Susanna 2/2 M 4/4 P 2/2 M 1/1 M

Independent Director

(by Code and T.U.F.) Soifer Laura 2/2 P 4/4 M 2/2 M 1/1 P

DIRECTORS WHO LEFT OFFICE DURING THE REPORTING PERIOD

MEMBERS WHO ARE NOT DIRECTORS

N. of meetings in the reporting period: 2 4 2 1

NOTES

(*) This column indicates the Directors’ attendance at the meeting s of the Committees ( N. of meeting attended/ n. of meetings held) (**) This column contains either “C” or “M” whether the Director is the Chairman or a member of the Committee .

58 TABLE 4: COMPOSITION OF THE BOARD OF STATUTORY AUDITORS AS OF JUNE 30TH, 2026

BOARD OF STATUTORY AUDITORS

Office Member Year of birth Date of first appoint. (*) In office since In office until List

(M/m)

(**) Indep. By

Code Board

attendance

(***) N. offices

(****)

Chairman Villa Paolo 1965 2002 27/10/2023 Approval FY26

FS M YES 10/10 0

Statutory Auditor Piccone Ferrarotti Pietro 1971 2023 27/10/2023 Approval FY26

FS M YES 9/10 2

Statutory Auditor Maspes Maria Pia 1970 2017 27/10/2023 Approval FY26

FS M YES 10/10 2

Substitute Statutory

Auditor Serra Andrea 1988 2023 27/10/2023 Approval FY26

FS M YES - -

Substitute Statutory

Auditor Spiniello Stefano 1985 2020 27/10/2023 Approval FY26

FS M YES - -

STATUTORY AUDITORS WHO LEFT OFFICE DURING THE REPORTING PERIOD

N. of meetings held during the reporting period : 10 Quorum required for presentation of lists by minorities for the election of one or more members ( Art. 147-ter T.U.F.): 4,5% ( Determination n.83 of July 20, 2023 )

NOTES

(*) This column indicates the year during which the Statutory Auditor was elected for the first time in the Board of the Comp any.

(**) This column contains either “M” or “m” whether the Statutory Auditor was elected from the majority or the minority list .

(***) This column indicates the Statutory Auditors’ attendance at the meetings ( N. of meeting attended/ n. of meetings held) (*****) This column contains the number of positions held as a Director or Statutory Auditor in other companies pursuant to Art.148 -bis of the T.U.F . and the related provision of Consob Issuers’ Regulation. The full list is published by Consob on its website pursuant to Art.144 -quinquiesdecies of Consob Issuers’ Regulation.