Giglio S p A : REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

GIGLIO GROUP S.p.A.

REPORT

ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE pursuant to Art. 123-bis of Consolidated Act

(traditional model of administration and control)

Issuer: Giglio Group S.p.A.

Website:http://www.giglio.org

Fiscal year to which the Report refers: Fiscal year closed at 31 December 2021

Date of approval of the Report: 31 March 2022

INDEX

1. ISSUER PROFILE 5

2. INFORMATION ON OWNERSHIP STRUCTURE (PURSUANT

TO ART. 123-bis, PAR. 1, OF CONSLIDATED ACT) ON 31 DECEMBER 5

3. COMPLIANCE 9

4. BOARD OF DIRECTORS 10

4.1. ROLE OF THE BOARD OF DIRECTORS 10

• 4.2. APPOINTMENT AND REPLACEMENT (PURSUANT TO

  ART. 123-BIS, PAR. 1 LETTER L), FIRST PART

  OF THE CONSOLIDATED ACT) 12

• 4.3. COMPOSITION (PURSUANT TO ART. 123-BIS, PAR. 2 LETTER E)

  AND D-BIS) OF THE CONSOLIDATED ACT) 15

• 4.4. FUNCTIONS OF THE BOARD OF DIRECTORS (PURSUANT

  TO ART. 123-BIS, PAR. 2, LETTER D)

  OF THE CONSOLIDATED ACT) 19

4.5. ROLE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS 20

4.6. EXECUTIVE DIRECTORS 22

4.7. INDEPENDENT DIRECTOR AND LEAD INEPENDENT DIRECTOR 30

5. HANDLING OF CORPORATE INFORMATION 32

• 6. INTERNAL COMMITTEES OF THE BOARD OF DIRECTORS

  (PURSUANT TO ART. 123-BIS, PAR. 2, LETTER D)

  OF THE CONSOLIDATED ACT) 32

• 7. SELF-ASSESSMENT AND SUCCESSION OF

  DIRECTORS - APPOINTMENTS AND REMUNERATION COMMITTEE 33

  7.1. SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS 33

  7.2. APPOINTMENTS AND REMUNERATION COMMITTEE 34

8. REMUNERATION OF DIRECTORS - REMUNERATION COMMITTEE 37

8.1. REMUNERATION OF DIRECTORS 37

8.2. REMUNERATION COMMITTEE 38

9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM -

INTERNAL CONTROL, RISKS AND RELATED-PARTIES COMMITTEE 39

9.1. CHIEF EXECUTIVE OFFICER 42

9.2. INTERNAL CONTROL, RISK

AND RELATED-PARTIES COMMITTEE 43

9.3. HEAD OF THE INTERNAL AUDIT FUNCTION 46

9.4. ORGANISATIONAL MODEL 231200148 48

9.5. AUDITING COMPANY 50

• 9.6. FINANCIAL REPORTING OFFICER AND OTHER CORPORATE ROLES

  AND FUNCTIONS 51

• 9.7. COORDINATION OF THE INDIVIDUALS INVOLVED

  IN THE INTERNAL CONTROL

  AND RISK MANAGEMENT SYSTEM 51

10. DIRECTORS' INTERESTS AND RELATED-PARTIES TRANSACTIONS 52

11. BOARD OF STATUTORY AUDITORS 52

• 14. OTHER CORPORATE GOVERNANCE PRACTICES (PURSUANT

• 15. CHANGES AFTER THE REPORTING DATE

• 16. CONSIDERATIONS ON THE LETTER OF 03 DECEMBER 2021

  11.1.	APPOINTMENT AND SUBSTITUTION	52
  11.2.	COMPOSITION AND FUNCTIONS (PURSUANT TO ART. 123-BIS,
  PAR. 2 LETTER E) AND D-BIS) OF THE CONSOLIDATED ACT)	56
  12.	INVESTOR RELATIONS	60
  13.	SHAREHOLDERS' MEETINGS (PURSUANT TO ART. 123-BIS,
  PAR. 2, LETTER C) OF THE CONSOLIDATED ACT)	61
  63
  63
  63

• TO ART. 123-BIS, PAR. 2, LETTER A) OF THE CONSOLIDATED ACT)

• OF THE CHARIMAN OF THE CORPORATE GOVERNANCE COMMITTEE

GLOSSARY

Borsa Italiana: Borsa Italiana S.p.A.

Corporate Governance Code: the self-regulatory code for listed companies approved on July 2018 by the Corporate Governance Committee and promoted by Borsa Italiana, Abi, Ania, Assogestioni, Assonime and Confindustria, available to the public on the Website of the Corporate Governance Committee at ahttp://www.borsaitaliana.it/comitato-corporate-governance/codice/codice.htm. Corporate Governance Code: The Corporate Governance Code for listed companies approved on July 2021 by the Corporate Governance Committee and promoted by Borsa Italiana, Abi, Ania, Assogestioni, Assonime and Confindustria, available to the public on the Website of the Corporate Governance Committee athttp://www.borsaitaliana.it/comitato-corporate-governance/codice/codice.htm.

Civil Code: the Italian Civil Code.

Board of Statutory Auditors: the Issuer's Board of Statutory Auditors. Board of Directors: the Issuer's Board of Directors.

Issuer or Giglio Group or Company: Giglio Group S.p.A.

Fiscal Year: the fiscal year to which the Report refers: Fiscal year closed at 31 December 2021. Borsa Instructions: instructions for the regulation of the markets organised and managed by Borsa Italiana S.p.A.

Borsa Regulation: the regulation of the markets organised and managed by Borsa Italiana S.p.A. Issuers Regulation: the regulation issued by Consob with resolution no. 11971 of 1999 (as amended) regarding the regulation of issuers.

Markets Regulation: the regulation issued by Consob with resolution no. 20249 of 2017 regarding the regulation of markets.

Related-Parties Regulation: the regulation issued by Consob with resolution no. 17221 of 12 March 2010 (as amended) regarding the regulation of transactions with related parties.

Report: this corporate governance and ownership structure report that companies must draft pursuant to Art. 123-bis of the Consolidated Act, referred to the Fiscal Year.

Consolidated Financial Act: the Legislative Decree no. 58 of 24 February 1998 (Consolidated Financial Act), as amended.

1.

ISSUER PROFILE

The Issuer has adopted the traditional model of administration based on the presence of three bodies, such as the Shareholders' Meeting, the Board of Directors and the Board of Statutory Auditors.

Pursuant to the applicable laws and regulations, the financial statements of the Company are audited by independent auditors.

The Issuer complies with the definition of SME set forth in Art. 1, par. 1, letter w-quater 1) of the Consolidated Act and in Art. 2-ter of the Issuers Regulation. More specifically, at the reporting date, the capitalisation value amounts to about € 31 million 1, and the turnover value amounts to € 19 million.

The information concerning the Issuers' adoption of the Corporate Governance Code is contained in

Par. 3 of this Report.

This Report, drafted in accordance with the legal and regulatory requirements provided for companies listed on the MTA market organized and managed by Borsa Italiana (and with the format elaborated by Borsa Italiana for the Corporate Governance Record - IX Edition - January 2022), is made available to the public on the authorised storage mechanism atwww.emarketstorage.it - and on the Company's website athttp://www.giglio.org "Corporate Governance"- Shareholders' Meetings

The Board of Directors guides the Issuer with the objective of achieving its sustainable success, also in order to create value in the long-term to the benefit of its shareholders, keeping in mind the interests of other relevant stakeholders of the Issuer, as better described herein.

On the basis of the provisions set forth in the Corporate Governance Code, as of the reporting date, the Issuer does not qualify as Large Company, but as Company with Concentrated Ownership.

2. INFORMATION ON OWNERSHIP STRUCTURE (PURSUANT TO ART. 123-BIS, PAR. 1, OF CONSLIDATED ACT) ON 31 DECEMBER 2021

a) Share Capital Structure (pursuant to Art. 123-bis, par. 1, letter a) of the Consolidated Act)

Following the subscription of the share capital increase, upon payment in separate issues, approved by the Board of Directors of the Company on 28 June 2021, in execution of the proxy granted to it by the Shareholders' Meeting of 12 November 2020, the share capital of Giglio Group as of the reporting date equals € 4,393,604.40, entirely subscribed and paid-up, and is represented by no. 21,968,022 ordinary shares without express nominal value (the "Shares"), negotiated on the Telematic Stock-Exchange Market organised and managed by Borsa Italiana S.p.A. - STAR Segment, starting from 20

March 2018. These information are represented also in Table 1 appended to this Report. To the date of this Report, no special shares were issued, such as shares without voting rights or with limited voting rights.

It is noted that, on 31 October 2019, the Shareholders' Meeting resolved on the introduction of the system of shares with increased voting rights, which will allow for two votes per each share. The increased voting rights will be applicable to shares held by the same shareholder for at least 24 months, for which an application to be inserted in the specific list must be submitted. On 31 December 2020 and on 10 March 2020, two registration requests in the special list were made to obtain shares with increased voting rights. Meridiana Holding S.r.l. shall accrue its increased voting rights for 9,293,862 shares of Giglio Group S.p.A., because as of 10 March 2022, the 24 months of continuous

1 On the basis of 31 March 2022 market data.