Italmobiliare: the Zanatta Family buys back a 9.09% interest in Tecnica Group

Milan, July 31, 2026 – An agreement was signed today for Italmobiliare to sell a 9.09% stake in the share capital of Tecnica Group S.p.A. to Prime Holding S.p.A., the holding company controlling Tecnica Group and owned by the Zanatta family, for a total consideration of approximately 50 million euro.

The transaction is subject to the finalisation of a financing agreement between the purchaser and a pool of leading banks, which have already provided a binding commitment to the purchaser.

Following the closing of the transaction, which is expected to occur by the end of the third quarter of 2026, Italmobiliare will continue to hold a 30.91% stake in the share capital of Tecnica Group S.p.A, while the Zanatta family’s interest, held through various investment vehicles, will increase to 69.09%.

At closing, a new shareholders’ agreement among the shareholders of Tecnica Group S.p.A. will be entered into and new By-laws will be adopted, providing, among other things, for protections in favour of the minority shareholder, substantially in line with the current shareholders' agreement and By-laws, as well as call options in favour of Prime Holding S.p.A. over the remaining equity interest held by Italmobiliare in Tecnica Group S.p.A.

Consistent with its medium- to long-term investment strategy focused on value creation over time, Italmobiliare acquired a 40% stake in the share capital of Tecnica Group S.p.A. at the end of 2017, supporting the development of the Italian group, a leading manufacturer of outdoor footwear and ski equipment. Following a growth trajectory during which the Group’s revenue increased from 368 million euro in 2017 to more than 540 million euro in 2025, Italmobiliare is disposing of part of its stake to the founding family, while continuing to support Tecnica Group S.p.A. in achieving its ambitious future objectives.

Alberto Zanatta, Chairman of Tecnica Group S.p.A., commented: “For the Zanatta family, Tecnica Group is not simply a company: it is an entrepreneurial story spanning more than sixty years, built on people, innovation and the determination to create brands capable of competing globally. When we decided to open the company's capital in 2017, we did so to find a partner that shared our industrial vision and could support the Group in strengthening its international leadership. We are grateful to Italmobiliare for the strategic and managerial support it has provided and continues to provide, and we are pleased that it remains committed to sharing this growth journey with us. Increasing our stake in the capital is the natural evolution of the path we embarked upon in 2017: we have deep confidence in the company’s future and wish to reaffirm, through a tangible investment, our long-term commitment.”

First half 2026 results reviewed by the Board of Directors

THE PORTFOLIO COMPANIES' REVENUE (+9.2%) AND EBITDA (+14.9%) ARE GROWING IN AGGREGATE. NAV STANDS AT 2,240.5 MILLION EURO, STABLE CONSIDERING THE DISTRIBUTION OF DIVIDENDS

  • During the first half of the year, at an aggregate level, the industrial Portfolio Companies posted revenue of 807 million euro (+9.2% compared with the same period in 2025) with EBITDA increasing to 49.9 million euro (+14.9%). More specifically:
    • Caffè Borbone recorded revenue of 189.4 million euro (+2.7%) and EBITDA up by 21.7% to 28.3 million euro. The strong growth in the foreign market continues, accounting for approximately 15% of revenue, with digital channels posting double-digit growth.
    • CDS-Casa della Salute continues to develop, entering a new region in the first half of the year, Valle d'Aosta, and closing the period with revenue and EBITDA growing to 51 million euro (+34.4%) and 6.4 million euro (+49.8%) respectively.
    • Officina Profumo-Farmaceutica di Santa Maria Novella recorded an increase in revenue to 34.7 million euro (+6.7%), thanks to a good performance by all distribution channels, with EBITDA of 5 million euro.
    • Among the Group's minority holdings, there have been good performances on the part of Iseo, with revenue (+7.2%) and EBITDA (+78.4%) on the rise, and Bene Assicurazioni, which recorded premium income of 216.3 million euro (+24.2%). Revenue and EBITDA for Tecnica Group are substantially stable.
  • The Italmobiliare Group is continuing with its sustainability strategy: engaging strategic suppliers on shared objectives, consolidating climate transition plans, continuously promoting safety and developing human capital.
  • Italmobiliare's NAV is equal to 2,240.5 million euro and, considering the dividend distributed during the period, it is broadly stable (-0.7%) compared with the figure at December 31, 2025 (2,304.9 million euro). The NAV per share is equal to 53.3 euro.
  • Italmobiliare's net financial position is positive, coming in at 169.4 million euro (231 million euro at December 31, 2025).

Milan, July 29, 2026 – Italmobiliare's Board of Directors has reviewed and approved the interim report at June 30, 2026.

At an aggregate level, revenue and income from the Group's Industrial Portfolio Companies amounted to 807 million euro, up by 9.2% compared with 739.3 million euro in the first half of last year. The result was influenced mainly by excellent performances on the part of CDS-Casa della Salute (+34.4%), Caffè Borbone (+2.7%), Officina Profumo-Farmaceutica di Santa Maria Novella (+6.7%) and the affiliates Bene Assicurazioni (+24.2%) and Iseo (+7.2%). The aggregate gross operating profit (EBITDA) comes to 49.9 million euro, an increase of 14.9% compared with 43.4 million euro in the same period last year. This figure benefits from the good results achieved by Caffè Borbone, CDS-Casa della Salute and Iseo, which turned in significant growth in EBITDA compared with the same period last year.

At June 30, 2026, Italmobiliare S.p.A.'s net financial position is positive, standing at 169.4 million euro, (231 million euro at December 31, 2025). One of the main cash outflows was payment of an ordinary dividend (-46.2 million euro).

The Group is continuing with its sustainability strategy: engaging strategic suppliers on shared objectives, consolidating climate transition plans, continuously promoting safety and developing human capital. In particular, regarding the decarbonisation of its entire portfolio, the holding company Italmobiliare, whose near-term objectives were validated in 2024, has begun discussing its net-zero objectives with the SBTi team of experts. This will soon lead to their validation according to the specific protocol for financial institutions. Clessidra will also complete the same process by the end of this year. All controlled portfolio companies have already obtained validation of their climate-altering emissions reduction targets, both near-term and net-zero.

NET ASSET VALUE

The NAV per share at June 30, 2026 (excluding treasury shares) is equal to 53.3 euro and, in consideration of the distribution of dividends of 1.1 euro per share, shows a slight decrease of 0.6% compared with the same figure at December 31, 2025.

The Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, comes to 2,240.5 million euro (2,304.9 million euro at December 31, 2025); considering the distribution of 46.2 million euro of dividends during the half-year, the net performance was negative for 16.7 million euro.

Additional periodic financial report at March 31, 2026 examined by the Board of Directors

AGGREGATE REVENUE (+5.4%) AND EBITDA (+16.5%) OF PORTFOLIO COMPANIES ARE GROWING. NAV STABLE AT 2,299.7 MILLION EURO, ITALMOBILIARE’S NFP IS POSITIVE AT 225.2 MILLION

  • In aggregate, the Industrial Portfolio Companies turned in revenue growth of 395.7 million (+5.4% compared with the same period of 2025) with EBITDA rising to 28.1 million (+16.5%). Specifically:
    • Caffè Borbone achieved revenue growth of 5.6% to 93.9 million, driven by increased sales volumes, particularly in the single-serve segment, where the company continues to be market leader in Italy. Strong development of the foreign market continues (+40%). Gross operating profit (EBITDA) comes to 15 million euro, up by 18.1%.
    • CDS-Casa della Salute continues its development path. During this period, the company opened a clinic in Turin and completed three M&A deals in Liguria, Sardinia and Valle d'Aosta, a region where the group did not yet have a presence and where it aims to expand. In the first quarter, CDS recorded revenue and EBITDA growth of 25.2 million euro (+34%) and 3 million (+51%) respectively.
    • Revenue increased slightly to 14.8 million (+3.7%) for Officina Profumo-Farmaceutica di Santa Maria Novella with a positive contribution from all sales channels.
    • In the first quarter, Italgen brought into operation two new photovoltaic plants with total installed capacity of approximately 15 MW and launched construction works for a new 5.7 MW photovoltaic project.
    • Among the Group's minority holdings, Tecnica Group and Iseo performed well, turning in significant increases in margins compared with the same period last year. Bene Assicurazioni continues to grow, with premium income up 8.6%.
    • The Group continues its sustainability strategy. Italmobiliare has defined its Net-Zero objectives according to the Science Based Targets initiative protocol, submitting them for validation by the SBTi team of experts.
    • Italmobiliare's Net Asset Value comes to 2,299.7 million euro (2,304.9 million at December 31, 2025), with NAV per share substantially stable at 54.7 euro.
    • The net financial position of Italmobiliare S.p.A. is positive at 225.2 million (231 million at December 31, 2025).

Milan, May 13, 2026 - The Board of Directors of Italmobiliare S.p.A. today approved the additional periodic financial information at March 31, 2026.

At an aggregate level, revenue and income from the Group's Industrial Portfolio Companies amounted to 395.7 million euro, up by 5.4% compared with 375.4 million in the first quarter of last year. The result was mainly driven by excellent performances on the part of CDS-Casa della Salute (+34%), Caffè Borbone (+5.6%), Iseo (+8.8%) and Bene Assicurazioni (+8.6%). The aggregate gross operating profit comes to 28.1 million, an increase of 16.5% compared with the same period last year. Mainly thanks to the good results achieved by CDS-Casa della Salute, Caffè Borbone, Tecnica Group and Iseo, which posted significant growth in EBITDA compared with the same period last year.

The Group is continuing with its sustainability strategy. During the period, it further strengthened its commitment to decarbonisation according to the protocol of the Science Based Targets initiative, a programme that guides companies in taking climate action that is scientifically measurable. All of the Portfolio Companies under the Group's control have already obtained validation of their climate-altering emissions reduction targets, both Near-Term and Net Zero, towards which they are implementing structured action plans. Italmobiliare, the holding company, whose Near-Term targets had already been validated, has taken a further step, defining its Net-Zero targets according to the specific protocol for financial institutions, recently made available, and submitting them for validation by the SBTi team of experts. Clessidra will soon complete the same process.

Italmobiliare's Net Asset Value, excluding treasury shares, amounts to 2,299.7 million (2,304.9 million at December 31, 2025), with a negative net performance of 4.3 million considering the 0.9 million buyback. At March 31, 2026, the NAV per share was 54.7 euro, substantially in line with the figure at December 31, 2025.

The net financial position of Italmobiliare S.p.A. is positive at 225.2 million euro (231 million at December 31, 2025), a substantial reserve that allows the Company to take advantage of any opportunities and to continue supporting the Portfolio Companies, providing them, where necessary, with the resources needed to intensify their organic and inorganic growth path.

Performance of the Portfolio Companies

In the food sector, Caffè Borbone turned in revenue of 93.9 million, up 5.6%, mainly thanks to increased sales volumes, especially in the single-serve segment. At channel level, strong development of the foreign market continues, showing increases of around 40%. Gross operating profit comes to 15 million euro, up 18.1% compared with the first quarter of 2025, a result that has not yet fully benefited from the reduction in the raw coffee price because of the level of stock held at the end of the previous year. Capitelli closed the quarter with slightly lower revenue of 5.9 million and a gross operating profit in line with that of the same period last year.

CDS-Casa della Salute is continuing its development path and is now entering a new region, the Valle d'Aosta, by means of a strategic acquisition. During the period, the company also completed two other M&A deals, one in Liguria and the other in Sardinia; it also opened its first clinic in Turin, reaching a total of 43 clinics operating in 4 different regions. In the first quarter of 2026, the Group posted revenue of 25.2 million, up 34% thanks to the excellent performance of both the new facilities and existing clinics. Gross operating profit amounted to 3.0 million, up 51%.

Officina Profumo-Farmaceutica di Santa Maria Novella reported revenues of 14.8 million, up 3.7% from 14.3 million in the same period last year, thanks to positive contributions from all sales channels. E-commerce, in particular, performed well (+10.8%), growing across all geographies. Gross operating profit comes to 1.2 million euro, down mainly because of preliminary development investments made in direct-to-consumer channels, personnel and marketing.

In the first quarter, Italgen brought into operation two new photovoltaic plants in Chignolo d'Isola and Borgonovo Val Tidone, with a total capacity of around 15 MW; it also launched construction works for the Notaresco greenfield photovoltaic project, with an installed capacity of 5.7 MW. During the period, the company had revenue of 13.8 million euro, a decrease of 7.4% mainly due to the decline in hydroelectric volumes compared with the first quarter of 2025, which featured very heavy rainfall. It is worth emphasising that the share of energy produced by photovoltaic systems exceeded 10% of total production for the first time. Gross operating profit came to 3.3 million euro.

SIDI closed the quarter with revenue of 7.3 million, down from 8.3 million in the same period of last year, which had been positively influenced by the recovery of outstanding orders at the end of 2024. Gross operating profit is substantially in line with the same period last year.

Tecnica Group has posted stable revenue of 103.6 million euro. Gross operating profit improved to 1.5 million, up from 0.2 million in the first quarter of 2025, thanks to an improvement in the industrial margin. The result is also positive considering the typical seasonality of the sector, which leads to relatively lower sales volumes in the first quarter compared with the level of fixed costs.

Iseo achieved revenue of 40.7 million, an 8.8% increase thanks to growth across all product types. Gross operating profit amounted to 3.2 million, a significant increase compared with the 0.9 million recorded in the first quarter of 2025. This reflects revenue growth and the reduction in fixed costs resulting from the efficiency initiatives taken last year.

During the quarter, Bene Assicurazioni took a significant step forward in its development and market diversification. At the end of March, IVASS authorised the company to acquire 51% of CF Vita and the CF Assicurazioni business unit from Tecnocasa, which generated over 60 million euro in Non‑Life and Life insurance premiums in 2025. The deal, which includes a multi-year distribution agreement for the placement of policies through Tecnocasa group intermediaries, was closed at the end of April. During the period, Bene Assicurazioni recorded premium income of 90.5 million euro, an increase of 8.6%.

Clessidra, a non-industrial portfolio company, reported a positive brokerage margin of 12.8 million, up from 10.2 million at March 31, 2025. The result for the period, net of tax, is positive and equal to 1.9 million euro (1.2 million at March 31, 2025).

In a macroeconomic environment characterised by high volatility and persistent uncertainty, the Group continues to monitor the main risk factors and possible causes of disruption with the utmost attention. In this context, the Board of Directors examined the mapping of risks associated with the current geopolitical scenario, assessing their potential impacts on Group companies and analysing potential or ongoing mitigation initiatives.

At today's meeting, Italmobiliare's Board of Directors also adopted the Regulations for the long-term incentive plan, the "Italmobiliare Phantom Stock Grant Plan 2026-2028", the essential terms of which were approved by the Shareholders' Meeting on April 22, and resolved to award the plan to the Chairman and Chief Executive Officer, key management personnel and other managers of the Company. A total of 568,319 rights were assigned to 19 beneficiaries. Detailed information will be published in accordance with art. 84-bis, paragraph 5, of CONSOB's Issuers Regulations.

Lastly, the Board of Directors ascertained and confirmed that, following the renewal of the Board of Directors approved by the Shareholders' Meeting, the directors meet the specific requirements of integrity, fairness and professional competence required by law for corporate officers of legal entities holding significant stakes in companies in the financial and insurance sectors.

The presentation for the financial community, updated with the results at March 31, 2026, will be made available today on the Company's website in the Investor/Presentations section.

Minutes of Ordinary Shareholders' Meeting

Milan, May 8, 2026 – The minutes of the ordinary shareholders’ meeting held on April 22, 2026 is available at the Company’s registered office in Milan, Via Borgonuovo no. 20, on the authorized storage platform eMarket STORAGE (www.emarketstorage.com) and on the Company’s website www.italmobiliare.it, under the Governance/Shareholders’ Meetings section (https://www.italmobiliare.it/en/governance/shareholders-meeting). This notice will also be published tomorrow on daily newspapers. Italmobiliare

Board of Directors Meeting. At its first meeting, the Board of Directors appoints Carlo Pesenti as Chairman and Chief Executive Officer

Milan, April 28, 2026 – The Board of Directors of Italmobiliare S.p.A. (Italmobiliare or the Company), which met today following the Shareholders’ Meeting held on April 22, 2026 – which, in its extraordinary session, approved the amendments to the By‑laws necessary, inter alia, for the adoption of the one‑tier administration and control system and, in its ordinary session, appointed the new Board of Directors – appointed Carlo Pesenti as Chairman and Chief Executive Officer and Livio Strazzera as Vice Chairman.

Based on the statements made by the Directors and on the information available to the Company, the Board of Directors verified that all Directors meet the integrity requirements required to hold office in an issuer listed on a regulated market.

Alessandra Carra, Valentina Casella, Antonia Di Bella, Alessandra Genco, Silvia Pezzini, Pietro Ruffini and Gabriele Villa, in addition to meeting the independence requirements pursuant to Article 2399 of the Italian Civil Code, to Article 148, paragraph 3, of the Consolidated Law on Finance (CLF), and to Recommendation No. 7 of the Corporate Governance Code, also meet the professional requirements provided for by law and by Article 24 of the By‑laws for appointment as members of the Management Control Committee; Antonia Di Bella and Gabriele Villa are registered in the Register of Statutory Auditors.

Livio Strazzera meets the independence requirements pursuant to Article 2399 of the Italian Civil Code and to Article 148, paragraph 3, of the Consolidated Law on Finance.

The Board of Directors appointed the Management Control Committee, composed of Alessandra Genco, Chairperson (elected from the minority list submitted at the Shareholders’ Meeting of April 22, 2026 by institutional investors), Antonia Di Bella and Gabriele Villa.

Following the Board meeting, the Management Control Committee met and verified and confirmed that its members meet the independence requirements.

At a subsequent Board meeting, the Board of Directors will verify the existence of the specific integrity, fairness and professional competence requirements provided for by law for corporate representatives of legal persons who hold qualified shareholdings in financial and insurance companies.

The Board of Directors also resolved:

  • to appoint the Independent Director Antonia Di Bella as Lead Independent Director;
  • to appoint the Committee for Transactions with Related Parties, with the duties and functions provided for by Consob Regulation No. 17221/2010 and by the related Company procedure, composed of the Independent Directors Valentina Casella (Chairperson), Alessandra Carra and Pietro Ruffini;
  • to appoint the Remuneration and Nominations Committee, composed of the Independent Directors Valentina Casella (Chairperson), Antonia Di Bella and Pietro Ruffini, all of whom have specific expertise in financial matters or remuneration policies;
  • to appoint the Committee for Sustainability and Social Responsibility, composed of Carlo Pesenti, as Chairperson, Roberto Pesenti, and the Independent Directors Valentina Casella, Alessandra Genco and Silvia Pezzini;
  • to assign to the Management Control Committee the functions of the Risk Committee.

Adoption of the one-tier management and control system

Milan, April 24, 2026 – Italmobiliare S.p.A. (“Italmobiliare” or the “Company”) announces that today the resolution of the Company's Extraordinary Shareholders' Meeting held on April 22, 2026 – which approved the amendments to the By-laws aimed, among other things, at adopting the one-tier management and control system – was registered with the Milan-Monza-Brianza-Lodi Company Register.

The resolutions referred to under items 3, 4 and 6 on the agenda of the Ordinary Shareholders' Meeting held on the same date – concerning, respectively, the appointment of the Board of Directors, the remuneration policy for the current financial year and the adoption of an incentive plan based on financial instruments pursuant to Article 114-bis of the Consolidated Law on Finance – therefore become effective as of today.

The minutes of the Company's Extraordinary Shareholders' Meeting and the updated text of the By-laws is available at the Company's registered office, on the Company's website (www.italmobiliare.it), and through the authorised storage mechanism “eMarket Storage”, available at www.emarketstorage.it.

Dividend for the financial year 2025

Milan, April 22, 2026 - The shareholders’ meeting of Italmobiliare S.p.A., held today in Milan, approved the distribution, for each share entitled, of a dividend of euro 1.10 per share, gross of the withholdings required by law. The dividend will be paid on May 6, 2026. Shares will be traded ex dividend on May 4, coupon no. 9; the record date will be May 5.

As required by current regulations, shareholders whose shares have not yet been dematerialized shall previously present their shares to an “Intermediary” for introduction into the centralized dematerialization management system.

This notice will be published tomorrow in the daily newspapers.

The Shareholders’ Meeting approved the 2025 financial statements and the distribution of the dividend. Adoption of the one‑tier system approved and new Board of Directors appointed

Milan, April 22, 2026 – The Shareholders’ Meeting of Italmobiliare S.p.A. met today, with 76.08% of the share capital represented.

In its extraordinary session, the Shareholders’ Meeting approved:

  • the amendments to the By-laws necessary for the adoption of the one-tier governance system, the most widely recognised model of administration and control at international level.
    Under this system, the Board of Directors includes a Management Control Committee, to which control functions are entrusted. The one‑tier structure will ensure constant synergy between the management and control functions and will enhance international investors’ understanding of the Company’s governance framework.
  • further amendments to the By-laws, intended to align certain provisions with the most recent practices and orientations. Among the amendments approved are the extension of the Company’s duration and the inclusion in the By-laws of the Company’s commitment to pursuing sustainable success through long‑term value creation.

In its ordinary session, the Shareholders’ Meeting approved the financial statements for the year ended December 31, 2025, which closed with a profit of 55.4 million euro and shows a positive net financial position of +231.0 million euro for Italmobiliare S.p.A., and approved the distribution of a dividend of euro 1.1 per share, paid out of the profit for the year for a total of 46,217,541.70 euro. The dividend will be paid on May 6, 2026, going ex-coupon on May 4, 2026 and with a record date of May 5, 2026. The Shareholders also approved the remuneration policy for the financial year 2026 and expressed their favourable opinion on the compensation paid in the financial year 2025 to Directors, members of the Board of Statutory Auditors and key management personnel.

Still in the ordinary session, the Shareholders’ Meeting: appointed the new members of the Board of Directors; approved a new Long‑Term Incentive Plan reserved for the Chief Executive Officer, key management personnel and other managers selected for inclusion; renewed the authorisation to buy and sell treasury shares for the next 18 months.

In welcoming the new members of the Board, I would like to thank the outgoing Directors, some of whom have served since 2017 and, over the past nine years, have contributed to the development process that has seen Italmobiliare evolve into a modern investment holding company”, said Carlo Pesenti, CEO of Italmobiliare. “A special word of thanks goes to Laura Zanetti, who, in her role as Chairman, has carried out an outstanding job, making a decisive contribution to equipping the Group with advanced governance systems, strengthening control frameworks, the quality of decision‑making processes and alignment with leading best practices”.

The Chairman, Laura Zanetti, stated: “I would like to thank the Shareholders, the Board of Directors, the Board of Statutory Auditors and the entire Italmobiliare team, whose outstanding human and professional qualities have made the journey and the results achieved over the years possible. In particular, I wish to thank Carlo Pesenti for the trust he has placed in me throughout these years and for the extraordinary path he has guided. I am proud to have had the opportunity to contribute to the growth and evolution of a Group with Italmobiliare’s history, tradition and shareholder base, which today is more sustainable, innovative and resilient than when I began this journey, and ready to pursue new and ambitious challenges”.

APPOINTMENT OF THE BOARD OF DIRECTORS

Taking into account the approval of the amendments to the By‑laws and therefore the adoption of the one‑tier administration and control system, the Shareholders’ Meeting appointed a Board of Directors composed of 12 members for the three‑year period 2026-2028, and therefore until the approval of the financial statements as at December 31, 2028.

Carlo Pesenti, Livio Strazzera, Giorgio Bonomi, Luca Massimo Minoli, Antonia Di Bella, Valentina Casella, Roberto Pesenti, Gabriele Villa, Pietro Ruffini, Alessandra Carra, Silvia Pezzini, were elected from the majority list submitted by CFN Generale Fiduciaria S.p.A., which obtained 88.91% of the votes, representing 67.65% of the total share capital;

Alessandra Genco was elected from the minority list submitted by a group of institutional investors (which obtained 7.3% of the votes, representing 5.55% of the total share capital), not connected – even indirectly – with the shareholders holding a controlling interest in the Company.

The appointment of the Directors will become effective following the registration of the resolution of the Extraordinary Shareholders’ Meeting with the competent Company Register.

All candidates declared, upon submission of their candidacies, that they met the integrity requirements necessary to hold office in an issuer listed on a regulated market. Antonia Di Bella, Valentina Casella, Gabriele Villa, Pietro Ruffini, Alessandra Carra, Silvia Pezzini, Alessandra Genco declared that they met, in addition to the independence requirements pursuant to Article 2399 of the Italian Civil Code, to Article 148, paragraph 3, of the Consolidated Law on Finance (CLF), to the Corporate Governance Code the requirements laid down in the new Article 24 of the By‑laws for appointment as members of the Management Control Committee; Antonia Di Bella e Gabriele Villa also declared that they are registered in the Register of Statutory Auditors. Livio Strazzera declared that he meets the independence requirements pursuant to Article 2399 of the Italian Civil Code and Article 148, paragraph 3, of the CLF.

The curriculum vitae of the members of the Board of Directors are available on the Company’s website, in the Governance/Shareholders’ Meeting section (https://www.italmobiliare.it/en/governance/shareholders-meeting). The shareholdings of Carlo Pesenti, Livio Strazzera and Roberto Pesenti, who already served on the previous Board, are reported in the Report on the remuneration policy and compensation paid.

The Shareholders’ Meeting resolved to grant each Director a fixed annual remuneration of 45,000 euro, an additional annual remuneration of 40,000 euro for the Chairperson of the Management Control Committee, an additional annual remuneration of 25,000 euro for each other member of the Management Control Committee, and an attendance fee of 3,000 euro for participation in the other Board committees (other than the Management Control Committee) that will be established. Should the newly appointed Board of Directors decide that the functions of the Control and Risk Committee are to be performed by the Management Control Committee, the remuneration of the members of the latter for performing such functions will be increased by 10,000 euro for each member, with no attendance fee being paid.

ITALMOBILIARE 2026–2028 PHANTOM STOCK GRANT PLAN

The Shareholders’ Meeting also approved, pursuant to Article 114‑bis of the Consolidated Law on Finance, the adoption of a new long‑term incentive plan – the “Italmobiliare 2026-2028 Phantom Stock Grant Plan” – reserved for the Chief Executive Officer, the key management personnel of the Company and other managers selected by the Chief Executive Officer. The incentive plan will be aimed at further aligning the interests of management and those of the shareholders; supporting the achievement of the medium‑ to long‑term corporate strategic objectives; and ensuring a high level of attraction and retention of key resources, offering remuneration packages consistent with market practice. The Plan provides for the assignment of a specific number of rights to receive “Phantom Stock” linked to the value of Italmobiliare’s shares at the end of the three‑year vesting period, depending on the achievement of the following performance objectives: Net Asset Value per share, with an 80% weight; ESG performance as assessed by the main specialist rating agencies (CDP, Sustainalytics, S&P), with a 20% weight. The payout of the Plan will be in cash and will therefore depend on the number of “Phantom Stock” accrued (based on the performance indicators) and the value of the Italmobiliare stock, based on the stock market performance. A detailed description of the purposes and characteristics of the Plan is contained in the Information Document prepared pursuant to Article 114‑bis of the Consolidated Law on Finance and Article 84‑bis of the Issuers’ Regulation, published on the Company’s website in the Governance/Shareholders’ Meeting section.

AUTHORISATION TO BUY AND SELL TREASURY SHARES

The Shareholders also renewed, for the next 18 months, the authorisation to buy and sell treasury shares in order to set up a portfolio of securities that could be used as an alternative or in addition to financial resources to carry out extraordinary corporate finance transactions – such as exchanges of equity interests or possible acquisitions – or to implement compensation plans based on financial instruments that may be approved in the future.

The authorisation concerns a maximum of 1,000,000 shares (representing 2.353% of the share capital) for a maximum outlay of 35 million euro. The Company currently has 484,053 treasury shares in its portfolio, equal to 1.139% of the share capital.

The Company will be able to buy treasury shares in one or more tranches. Purchases will be made on the market in compliance with Article 144‑bis, paragraph 1, letters b) and d‑ter) of the Issuers’ Regulation, so as to allow compliance with the principle of equal treatment of shareholders, as required by Article 132 of the Consolidated Law on Finance, and therefore (i) on regulated markets, according to the operating procedures established in the organisation and management regulations of Borsa Italiana, which do not allow direct matching of purchase proposals with predetermined sale proposals, or (ii) with the methods established by market practices allowed by CONSOB pursuant to Article 13 of Regulation (EU) No. 596/2014, from time to time in force, and in any case in accordance with the further provisions of the law and regulations applicable to this type of transaction.

Purchases will be made – in compliance with the conditions set out in Article 3 of Commission Delegated Regulation (EU) 2016/1052 dated March 8, 2016 and other applicable rules – at a unit price not exceeding the highest price between the price of the last independent transaction and the price of the current highest independent purchase offer on the Euronext STAR Milan, it being understood that this consideration may not in any case be lower in the minimum and higher in the maximum by 15% (fifteen percent) with respect to the reference price that the Italmobiliare share recorded in the stock market session of the day preceding each transaction.

The Company will be able to carry out disposals, also fractionally and without time limitations, of the Italmobiliare shares to be purchased or already purchased on the basis of previous shareholders' authorisations, according to the purposes and methods indicated above, provided the unit selling price (or in any case the unit value established in the context of the sale) is not lower than the average carrying price of the shares bought on the basis of the authorisation.

Italmobiliare: 3 lists filed for the appointment of the Board of Directors

Milan, April 1, 2026 – Italmobiliare announces that, within the deadline set for the filing of lists of candidates for the appointment of the Board of Directors – on which the Shareholders’ Meeting of April 22, in its ordinary session, will resolve, subject to the approval of the proposed amendments to the By-laws at the extraordinary session – the following proposals have been submitted.

  • List 1 presented by the shareholder CFN Generale Fiduciaria S.p.A., holder of 20,229,250 shares representing 47.60% of the Company's share capital, comprising the following candidates: Carlo Pesenti, Livio Strazzera, Giorgio Bonomi, Luca Massimo Minoli, Antonia Di Bella, Valentina Casella, Roberto Pesenti, Gabriele Villa, Pietro Ruffini, Alessandra Carra, Silvia Pezzini, Rebecca Tusa.
  • List 2 presented by Inarcassa, holders of 785,869 shares, representing 1.85% of the Company's share capital, comprising the following candidates: Gianpaolo Di Dio, Demetrio Franco Mauro.
  • List 3 presented by a group of shareholders made up of institutional investors, jointly holding a total of 681,911 shares representing 1.60% of the Company's share capital, comprising the following candidates: Alessandra Genco, Mauro Re.

The lists, together with the accompanying documentation, have been filed at the Company’s registered office and are available on the Company's website at https://www.italmobiliare.it/en/governance/shareholders-meeting, as well as through the authorised storage mechanism emarketstorage.com.

Italmobiliare S.p.A. - Notice of publication of documents

Milan, March 24, 2026 – The 2025 annual financial report according to art. 154-ter of the Consolidated Law on Finance (CLF), including the draft of the statutory financial statements and the consolidated financial statements, the directors’ report with the sustainability report, the due attestations prepared according to art. 154-bis, paragraphs 5 and 5 ter of the CLF, the reports of the Company’s independent registered public accounting firm and the board of statutory auditors, the annual report on corporate governance and ownership structure, and the report on remuneration policy and compensation paid prepared according to art. 123-ter of CLF, inclusive also of the information required by art. 84-bis of the CONSOB Issuers Regulation, have been filed with the Company’s registered office and are available on the authorized eMarket storage platform (www.emarketstorage.com) and through the Governance/Shareholders’ Meeting section of the Company's website at www.italmobiliare.it (https://www.italmobiliare.it/en/governance/shareholders-meeting).

Documents required by article 2429 of the civil code, paragraphs 3 and 4, will be made available within the legal deadline at the registered office.

This notice on filing of the abovementioned documents will also be published tomorrow on daily newspapers

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