Gefran S p A : REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE IN THE YEAR 2022 OF GEFRAN S.P.A.

CONTENTS

GLOSSARY

• 1. ISSUER PROFILE

• 2. INFORMATION ON PROPRIETARY ASSETS (pursuant to article 123-bis, paragraph 1, TUF) AS OF 31/12/2022

  • a) Share capital structure (pursuant to article 123-bis, paragraph 1, letter a), TUF)

  • b) Restrictions on the transfer of securities (pursuant to article 123-bis, paragraph 1, letter b), TUF)

  • c) Significant shareholdings (pursuant to article 123-bis, paragraph 1, letter c), TUF)

  • d) Securities conferring special rights (pursuant to article 123-bis, paragraph 1, letter d), TUF)

  • e) mechanism for exercising voting rights (pursuant to article 123-bis, paragraph 1, letter e), TUF)

  • f) Restrictions on voting rights (pursuant to article 123-bis, paragraph 1, letter f), TUF)

  • g) Shareholder agreements (pursuant to article 123-bis, paragraph 1, letter g), TUF)

  • h) Change of control clauses (pursuant to article 123-bis, paragraph 1, letter h), TUF) and statutory provisions regarding tender offers (pursuant to articles 104, paragraph 1-ter, and 104-bis, paragraph 1, TUF)

  • i) Powers to increase share capital and authorise the purchase of own shares (pursuant to article 123-bis, paragraph 1, letter m), TUF)

  • j) Management and coordination activity (pursuant to article 2497 et seq. of the Civil Code)

• 3. COMPLIANCE (pursuant to article 123-bis, paragraph 2, letter a), part one, TUF)

• 4. BOARD OF DIRECTORS

  • 4.1 ROLE OF THE BOARD OF DIRECTORS

  • 4.2 APPOINTMENT AND REPLACEMENT (pursuant to article 123-bis, paragraph 1, letter l), TUF)

  • 4.3 COMPOSITION (pursuant to article 123-bis, paragraph 2, letters d) and d) bis of the TUF)

  • 4.4 FUNCTIONING (pursuant to article 123-bis, paragraph 2, letter d), TUF)

  • 4.5 ROLE OF THE CHAIRMAN

  • 4.6 EXECUTIVE DIRECTORS

  • 4.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR

• 5. HANDLING OF CORPORATE INFORMATION

• 6. INTERNAL BOARD COMMITTEES (pursuant to article 123-bis, paragraph 2, letter d), TUF)

• 7. SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - APPOINTMENTS COMMITTEE

  • 7.1 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS

  • 7.2 APPOINTMENTS COMMITTEE

• 8. REMUNERATION OF DIRECTORS - REMUNERATION COMMITTEE

  • 8.1 REMUNERATION OF DIRECTORS

  • 8.2 REMUNERATION COMMITTEE

• 9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE

  • 9.1 CHIEF EXECUTIVE OFFICER

  • 9.2 CONTROL AND RISKS COMMITTEE

  • 9.3 HEAD OF INTERNAL AUDIT

  • 9.4 ORGANISATIONAL MODEL pursuant to Legislative Decree 231/2001

  • 9.5 EXTERNAL AUDITOR

  • 9.6 EXECUTIVE IN CHARGE OF FINANCIAL REPORTING AND OTHER CORPORATE ROLES AND FUNCTIONS

  • 9.7 COORDINATION BETWEEN PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

• 10. DIRECTORS' INTERESTS AND TRANSACTIONS WITH RELATED PARTIES

• 11. BOARD OF STATUTORY AUDITORS

  • 11.1 APPOINTMENT

  • 11.2 COMPOSITION AND FUNCTIONING (pursuant to article 123-bis, paragraph 2, letters d) and d) bis of the TUF)

• 12. RELATIONS WITH SHAREHOLDERS

• 13. SHAREHOLDERS' MEETINGS (pursuant to article 123-bis, paragraph 1, letter I) and paragraph 2, letter c) of the TUF)

• 14. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (pursuant to article 123-bis, paragraph 2, letter a) of the TUF)

• 15. CHANGES OCCURRING SINCE THE END OF THE YEAR

• 16. CONSIDERATIONS REGARDING THE LETTER FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

TABLES

TABLE 1: INFORMATION ON OWNERSHIP STRUCTURE AS OF 31/12/2022

TABLE 2: COMPOSITION OF THE BOARD OF DIRECTORS

TABLE 3: STRUCTURE OF BOARD COMMITTEES

TABLE 4: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS

GLOSSARY

Board/BoD: the Issuer's Board of Directors.

CG Code / Code: the Corporate Governance Code of listed companies approved in January 2020 by the Corporate Governance Committee.

Civil Code/CC: the Italian Civil Code.

Committee/CG Committee/Corporate Governance Committee: the Italian Corporate Governance Committee promoted by Borsa Italiana S.p.A. and by ABI, Ania, Assogestioni,

Assonime and Confindustria.

Consob Issuers' Regulation: the regulation issued by Consob with resolution 11971 of 1999 as amended and supplemented, regarding issuers.

Consob Regulation on Markets: the regulation issued by Consob with Resolution no. 20249 of 2017, on markets.

Consob Regulation on Related Parties: the regulation issued by Consob with Resolution no. 17221 of 12 March 2010 (as amended and supplemented), on transactions with related parties.

Consolidated Law on Finance/TUF: Legislative Decree no. 58 of 24 February 1998 (as amended and supplemented).

Issuer/Gefran/Company: Gefran S.p.A. with registered office in Via Sebina, 74 - 25050

Provaglio d'Iseo (BS) - Italy.

Remuneration Report: the Report on the remuneration policy and on the compensation paid that companies are required to prepare and publish pursuant to art. 123-ter TUF and 84-quater of the

Consob Issuers' Regulations.

Report: the Report on Corporate Governance and Ownership Structure prepared under art. 123-bis TUF.

Year: the financial year to which the Report refers.

Unless otherwise specified, reference must also be considered to be made to the definitions

contained in the CG Code relating to: Directors, executive directors, independent directors, significant shareholder, Chief Executive Officer (CEO), administrative body, control body, industrial plan, company with concentrated ownership, large company, sustainable success, top management.

1.

ISSUER PROFILE

Gefran designs, produces and distributes products in the following business areas: industrial sensors and automation components, electrical panels and programmable automation. The entire product range, which is unique in its breadth, quality and specialisation, provides tailored turnkey solutions in multiple sectors of automation, serving customers through a number of channels.

The Gefran Group currently has 659 employees worldwide, a direct presence in 11 countries and 8 production facilities.

The strategic value of sustainability for Gefran is implemented in a number of governance decisions that the Group has formally implemented, in line with this vision. In May 2020, the Board of Directors of Gefran Spa formally set up a Sustainability Committee among its board committees and approved its regulations. The Sustainability Committee is responsible for overseeing all the Group's sustainability activities and reporting on its progress to the Board of Directors, with the goal of creating long-term value for shareholders and considering the interests of its stakeholders.