RULES GOVERNING SHAREHOLDERS’ MEETINGS
Approved by the Board of Directors on 17 September 2026 with the favourable vote of the majority of the independent directors Article 1 – Subject matter and scope of application 1. These Rules (the “Rules”) govern the ordinary and extraordinary shareholders’ meetings of Digital Bros S.p.A. (the “Company”) for which the notice of meeting provides that attendance and the exercise of voting rights shall take place exclusively through the representative designated by the Company pursuant to Article 135 -undecies of the TUF (the “Designated Representative”). The notice of meeting expressly indicates:
a) the Designated Representative;
b) the procedures and deadlines for granting, transmitting and revoking the proxy and
voting instructions;
c) the procedures for any granting of proxies or sub -proxies pursuant to Article 135 -
novies of the TUF;
d) the deadline for submitting questions prior to the Shareholders’ Meeting;
e) the procedures for exercising the rights provided for by Articles 126 -bis and 127 -ter of
the TUF;
f) the right of shareholders to request that the Shareholders’ Meeting be held by way of a physical meeting, pursuant to Article 125 -bis.1, paragraph 5, of the TUF;
g) any further information required by law or by the applicable regulatory provisions.
2. The Rules are adopted pursuant to Article 125 -bis.1, paragraph 3, of Legislative Decree No. 58 of 24 February 1998 (the “TUF”) and shall apply within the limits and in accordance with the procedures set forth by law, the Articles of Association and the not ice of meeting of the relevant Shareholders’ Meeting.
3. In the event of any conflict, the following shall prevail, in the order indicated: mandatory provisions of law, the Articles of Association and the notice of meeting.
4. If the notice of meeting does not provide for exclusive recourse to the Designated Representative, the participation procedures indicated in the notice shall apply and the provisions of these Rules shall apply only to the extent expressly referred to therein.
Article 2 – General principles 1. The Company shall organise shareholders’ meetings in compliance with the principles of transparency, equal treatment, effectiveness of shareholders’ rights and orderly conduct of the proceedings.
2. These Rules do not reproduce the provisions of law concerning proxies, sub -proxies, voting instructions, questions, shareholders’ proposals and entitlement to attend, which shall be deemed to be incorporated herein by reference in their entirety.
3. The relevant operating procedures, deadlines and contact details shall be indicated in the notice of meeting and in the documentation prepared by the Company and the Designated Representative.
Article 3 – Designated Representative 1. The Designated Representative shall be identified by the Company in the notice of meeting, in accordance with the law, the Articles of Association and the applicable regulations.
2. The notice of meeting shall indicate the procedures and deadlines for granting and revoking proxies, submitting voting instructions and, where applicable, granting proxies or sub -
proxies.
3. The Designated Representative shall act in accordance with the proxies and voting instructions received and with the applicable regulations.
Article 4 – Attendance of corporate bodies and conduct of the proceedings 1. The members of the Board of Directors and of the Board of Statutory Auditors shall attend the Shareholders’ Meeting in accordance with the procedures indicated in the notice of meeting.
2. The Chairman of the Shareholders’ Meeting shall conduct the proceedings and may make use, where necessary, of the Secretary, the Notary, the Designated Representative and the Company’s employees or advisers.
3. The Chairman shall ensure the orderly conduct of the Shareholders’ Meeting and may adopt the organisational and technical measures necessary, in compliance with the law, the Articles of Association, the notice of meeting and these Rules.
Article 5 – Statements, questions and proposals 1. Where attendance and voting take place exclusively through the Designated Representative, shareholders’ statements and declarations shall be transmitted to the Chairman of the Shareholders’ Meeting by the Designated Representative in accordance with the operating procedures communic ated by the Company.
2. The right to submit questions prior to the Shareholders’ Meeting and the right to request the supplementing of the agenda or to submit draft resolutions shall be exercised within the deadlines and in accordance with the procedures provided for, respectively, by Articles 127-ter and 126 -bis of the TUF and indicated in the notice of meeting.
3. The Company shall make questions, answers, proposals and the relevant explanatory reports available to the public within the deadlines and in accordance with the procedures provided for by the applicable regulations.
Article 6 – Request for the Shareholders’ Meeting to be held at a physical venue 1. Where the Shareholders’ Meeting is to be held exclusively through the Designated Representative, shareholders holding the participation provided for by Article 125 -bis.1, paragraph 5, of the TUF may request that the Shareholders’ Meeting be held by way of a physical meeting.
2. The request shall be submitted within the deadlines, in accordance with the procedures and to the contact details indicated in the notice of meeting.
3. Any exercise of this right shall be disclosed in accordance with the provisions of law and the notice of meeting.
Article 7 – Possible threshold for participation in the discussion 1. These Rules do not introduce any individual threshold for participation in the discussion.
2. Should the Board of Directors resolve to apply a threshold in the cases permitted by Article 125-bis.1, paragraph 4, of the TUF, such threshold shall be indicated in the notice of meeting and may not exceed the limit provided for by law.
3. The shareholders’ right to submit questions prior to the Shareholders’ Meeting and to submit draft resolutions in the cases provided for by law shall remain unaffected.
Article 8 – Quorum 1. Should the attendance required for the constitution of the Shareholders’ Meeting not be reached, the Chairman of the Shareholders’ Meeting, after a period of time following the scheduled start of the Shareholders’ Meeting which the Chairman considers appropriate in the circumstances, a nd in any event not less than one hour, shall notify those attending and refer the matter of convening a new meeting of the Shareholders’ Meeting to discuss the items on the agenda to the Board of Directors.
2. The proceedings of the Shareholders’ Meeting shall normally take place in a single meeting. During the meeting, the Chairman may, where he or she considers it appropriate, interrupt the proceedings for a period not exceeding 3 (three) hours.
3. The Chairman shall also be entitled to submit to the Shareholders’ Meeting a proposal to adjourn the meeting whenever he or she considers it appropriate.
4. Where the Shareholders’ Meeting is held by audio -video conference in compliance with the applicable laws or regulations and the connection is interrupted during the proceedings, the Chairman may suspend the meeting and, where it is possible to remedy the i nterruption within a period not exceeding 3 (three) hours for each interruption and for a maximum of 2 interruptions, the proceedings shall resume after the interruption.
5. If, on the other hand, the interruption caused by a malfunction of the telecommunications facilities continues and it is not possible to remedy the connection failure within the period specified above, the Chairman may declare the meeting closed due to ina bility to operate, resulting in the need to reconvene the meeting and, where applicable, without prejudice to the resolutions already approved.
Article 9 – Voting and minutes 1.Voting shall be conducted by the Designated Representative on the basis of the proxies and voting instructions received, in accordance with the procedures indicated in the notice of meeting.
2. The Designated Representative shall notify the Chairman of the Shareholders’ Meeting of the voting results, separately for each draft resolution.
3. The minutes shall set out the procedures followed for the conduct of the Shareholders’ Meeting, attendance through the Designated Representative, the voting and the relevant results.
4. The Company shall make the summary voting report and the minutes available on its website within the deadlines provided for by Article 125 -quater of the TUF.
Article 10 – Publication and reference in the notice of meeting 1. These Rules shall be published on the Company’s website in the section dedicated to corporate governance and shareholders’ meetings.
2. The notice of meeting shall refer to these Rules and indicate the path for accessing them.
3. The Rules shall apply exclusively to shareholders’ meetings for which the notice of meeting provides for their application.
Article 11 – Amendments and coordination 1. Substantive amendments to these Rules shall be approved by the Board of Directors with the favourable vote of the majority of the independent directors.
2. Formal amendments or amendments necessary to reflect non -substantive changes in the law may be prepared by the Chairman in agreement with the Secretary and submitted to the Board for ratification at its first subsequent meeting, unless prior approval is re quired by law.
3. These Rules shall be coordinated with the Regulations of the Board of Directors, the Articles of Association, any rules governing shareholders’ meetings approved by the Shareholders’ Meeting and the operating procedures of the Designated Representative.