Italian Wine Brands S p A : IWB - Corporate Governance and Ownership Structure 2023

REPORT ON CORPORATE GOVERNANCE

AND OWNERSHIP STRUCTURE

FY 2023

(TRADITIONAL ADMINISTRATION AND CONTROL MODEL)

PREPARED IN ACCORDANCE WITH ART. 123-BIS OF THE LEGISLATIVE

DECREE. 58/1998

Document approved by the Board of Directors on March 18th, 2024. The document is available on the website www.italianwinebrands.it

ITALIAN WINE BRANDS S.P.A.

Registered office in Milan, Viale Abruzzi, 94

joint-stock company with subscribed and paid-up share capital of Euro 1.124.468,80

Tax Code Company Reg. No. 08851780968

Registered in the Companies Register of Milan

R.E.A. No. 2053323

www.italianwinebrands.it

5.1. Operating mechanisms…………………………………………………………………36

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1. ISSUER'S PROFILE

Italian Wine Brands S.p.A. (hereinafter also "IWB" or the "Issuer" or the "Company") is the company at the head of the IWB group (the "IWB Group" or the "Group"), a reference leader in the production and distribution of Italian wines. Over time, the IWB Group has diversified its business by introducing the distribution of food and wine products, such as extra virgin olive oils and typical products of the Italian food tradition.

Since 22 January 2015, the Company's ordinary shares have been admitted to trading on the Euronext Growth Milan multilateral trading system managed and organized by Borsa Italiana S.p.A. ("Italian Stock Exchange").

On April 14, 2021, the Board of Directors of the Company resolved to issue a senior, non-convertible,non-subordinated and unsecured bond for a nominal amount between a minimum of Euro 100 million and a maximum of Euro 130 million , intended both for the general public in Italy and for qualified investors in Italy and abroad, with the exclusion of the United States, or any other country - such as Australia, Canada or Japan - in which the offer of financial instruments is prevented unless authorized by the competent authorities of that country (the "Bonds"). The Bonds, after obtaining all the authorizations required for this purpose by the applicable legislation, were subscribed for the total amount of Euro 130 million and admitted to listing and trading on the Mercato Telematico delle Obligazioni, a regulated market organized and managed by Borsa Italiana (the "MOT") and on the regulated market (Regulated Market) of the official list (Official List) of the Irish Stock Exchange - Euronext Dublin (Euronext Dublin) (the "Euronext Dublin"). For further information, please refer to the prospectus, available in the "Bond Issue" section of the Issuer's website www.italianwinebrands.it, as well as the Company's press releases available in the "Investor Relations"> "Press Releases" section.

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Following the admission of the Bonds to listing and trading on the MOT and Euronext Dublin, the Company is subject to the obligation to prepare the "Report on corporate governance and ownership structures" pursuant to art. 123-bis of Legislative Decree. n. 58/1998 (the "TUF") for issuers with securities admitted to trading on regulated markets.

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The Issuer has defined a complex and homogeneous system of rules of conduct regarding both its organizational structure and relations with stakeholders based on principles of good governance in order to maximize value for shareholders and guarantee the transparency of the activity.

The Issuer's administration model is structured according to the traditional model, which provides for the exclusive entrusting of corporate management to the Board of Directors, the attribution of supervisory functions to the Board of Statutory Auditors and those of accounting control to the Auditing Firm, while the Shareholders' Meeting is competent to decide on matters reserved to it by law and the Articles of Association.

The Group carries out its business in compliance with the principles of correctness, loyalty, honesty and impartiality as well as confidentiality, transparency and completeness in the management of corporate information. Starting from 2021 the Company adopted its own Code of Ethics, and also provides to its constant updating in order to make the principles mentioned above clear and explicit, as well as the mission and values that those who operate within the Group must aspire to.

IWB, as an issuer with shares admitted to trading on Euronext Growth Milan, is subject to the provisions of the Euronext Growth Milan Issuers Regulation published by Borsa Italiana (the "EGM Regulation") and available for consultation at https://www

.borsaitaliana.it/borsaitaliana/regolamenti/euronext-growth-milan/02-regemittenti- 25102021.pdf

It should be noted that the Company does not adhere to any code of conduct regarding corporate governance (see paragraph 2.11 below).

IWB is not subject to management and coordination activities by companies or entities and defines its general and operational strategic directions in full autonomy. It should also be noted that, as of 31 December 2023, IWB did not qualify as a "company with

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shares distributed among the public to a significant extent" pursuant to art. 2-bis of Consob Regulation no. 11971/1999 ("RE").

Finally, it should be noted that, for the dissemination and maintenance of regulated information, IWB has joined the "eMarket SDIR" system and the "eMarket Storage" centralized storage mechanism managed by Teleborsa S.r.l. in addition to Borsa italiana website(https://www.borsaitaliana.it/borsa/azioni/euronext-growth- milan/scheda/IT0005075764.html)

For further information on the business of the Issuer and the Group, please refer to what is reported on the IWB website (www.italianwinebrands.it, Investors/Corporate Governance Section) in compliance with art. 26 of the EGM Regulation.

2. INFORMATION ON OWNERSHIP STRUCTURE (PURSUANT TO ART. 123-BIS, PARAGRAPH 1, TUF) AS OF 31 DECEMBER 2023

2.1 Structure of the share capital (ex art. 123-bis, paragraph 1, letter a), TUF)

At the date of this Report, the share capital of IWB, fully subscribed and paid up, amounts to Euro 1,124,468.80 divided into no. 9,459,983 ordinary shares, without indication of nominal value, representing 100% of the total share capital.

Ordinary shares give their holders equal rights.

The shares are issued in dematerialized form, under centralized management at Monte Titoli S.p.A.

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2.2. Restrictions on the transfer of securities (ex art. 123-bis, paragraph 1, lett. b, TUF)

The Issuer's Articles of Association do not provide for restrictions on the transfer of securities.

For completeness it is noted that:

1. on 27 July 2021 Dr. Alessandro Mutinelli, through Provinco S.r.l., a company entirely owned by him, on the one hand, and Gruppo Pizzolo S.r.l., on the other, have signed a shareholders' agreement lasting 5 years (and therefore until 27 July 2026) which brought together the 23, 55% of the IWB share capital, in the context of the investment operation, which led to the acquisition (completed on the same date) by IWB of the entire share capital of Enoitalia S.p.A. ("Enoitalia") and the reinvestment of Gruppo Pizzolo S.r.l., majority shareholder of Enoitalia ("Gruppo Pizzolo"), in the share capital of IWB (the "Shareholders Agreement"). This Shareholders' Agreement provides, inter alia, (i) a direct lock-up restriction, concerning n. 1,400,000 ordinary shares of IWB held by Gruppo Pizzolo for a period of 36 months from 27 July 2021 (and therefore until 27 July 2024), and (ii) an indirect lock-up restriction, concerning the shareholdings held by the historical shareholders of Enoitalia in the Pizzolo Group, all as described in detail in the press release of 27 July 2021 available on the Issuer's website (www.italianwinebrands.it) in the "Investor Relations"> "Press Releases" section, to which return for further information;
2. on 22 December 2022, the closing of the investment operation took place which led to the acquisition of the entire share capital of Barbanera S.r.l. and Fossalto S.r.l. by IWB and the reinvestment by Holding Paolo Barbanera S.r.l. ("HPB") and Holding Marco Barbanera S.r.l. ("HMB") in the share capital of IWB through the subscription and release in cash, through compensation, of the reserved capital increase approved by the Company's Shareholders' Meeting on 16 December 2022. In the context of the aforementioned operation, HPB and HMB have undertaken a lock-up commitment (the "Lock-up Agreement") regarding the no. 657,906 newly issued IWB shares resulting from the capital increase reserved for the 36-month period from 22 December 2022 (and therefore until 22 December 2025). For further information, please refer to the press releases of 22 November 2022 and 22 December 2022, available on the Issuer's website (www.italianwinebrands.it) in the "Investor Relations">"Press Releases" section.

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On 27 April 2023, the IWB meeting resolved to approve an incentive plan called "2023- 2025 Incentive Plan" (the "2023-2025 Plan"), which provides, among other things, a restriction lock-up period lasting 12 months to which the IWB shares assigned under the 2023-2025 Plan itself will be subject. For further information regarding the 2023- 2025 Plan, please refer to the explanatory report of the Board to the Assembly referred to in art. 114-bis of the TUF, the related Information Document, as well as the press release of 5 July 2023 available, among other things, on the Company's website (www.italianwinebrands.it).

For the sake of completeness, please note that in April 2024 the non-transferability restriction to which the IWB shares assigned to the beneficiaries of the plan called "2020-2022 Incentive Plan of IWB S.p.A." are subject will expire. following the maturity of the rights relating to the second tranche included in the three-year performance period of the aforementioned plan (see IWB press release of 11 April 2022 available on the Issuer's website, www.italianwinebrands.it, "Investor Relations" section> "Press releases"). It should be noted that as of the date of this Report, the "2020-2022 Incentive Plan of IWB S.p.A." is to be considered expired (see IWB press release of 30 March 2023 available on the Issuer's website, www.italianwinebrands.it, "Investor Relations"> "Press Releases" section).

2.3. Significant shareholdes (ex art. 123-bis, paragraph 1, lett. c), TUF)

As of 31 December 2023 and the date of this Report, based on the information available and communications received from the Issuer pursuant to art. 8 of the Articles of Association, as well as from the results of the shareholders' register, the shareholders holding significant shareholdings, i.e. greater than 5% of the Company's share capital, are detailed in the following table:

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Pursuant to art. 26 of the EGM Regulation, the names of the relevant shareholders of IWB are also available on the Company's website (www.italianwinebrands.it, Investors/Corporate Governance Section).

2.4. Securities that confer special rights (ex art. 123-bis, paragraph 1, lett. d), TUF)

In accordance with the provisions of article 6.4 of the Articles of Association, the Company has the right to issue special categories of shares provided with rights different from those of the Ordinary Shares, also with regard to the incidence of losses, as well as financial, participatory instruments in compliance with the legal provisions.

As of the Report Date, the Company has only issued Ordinary Shares; there are no securities that confer special control rights or special powers assigned to the securities.

2.5. Employee share ownership: mechanism for exercising voting rights (ex art. 123-bis, paragraph 1, lett. e), TUF)

As of 31 December 2023 and the date of this Report, there are no employee share ownership systems in place.

2.6. Restrictions on the right to vote (ex art. 123-bis, paragraph 1, lett. f), TUF)

The Issuer's Articles of Association do not provide for restrictions on the exercise of voting rights.

2.7. Shareholders' agreements (ex art. 123-bis, paragraph 1, lett. g), TUF)

The art. 123-bis, paragraph 1, letter. g), of the TUF, requires indicating in the Report the agreements that are known to the Company pursuant to art. 122 of the TUF; in this regard, it should be noted that the aforementioned rule does not apply with regard to IWB.

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For the sake of completeness, it is specified that, as anticipated in paragraph 2.2 above, the Issuer is aware of the existence of the Lock-up Agreement and the Shareholders' Agreement, for further information regarding which please refer to the press releases issued on 22 November 2022, 22 December 2022 and 27 July 2021 available on the Issuer's website (www.italianwinebrands.it) in the "Investor Relations" > "Press Releases" section.

2.8. Change of control (ex art. 123-bis, paragrapf 1, lett. h), TUF) and statutory provisions on takeover (ex artt. 104, paragraph 1-ter, e 104-bis, paragraph 1, TUF)

Change of control clauses

For information regarding the provisions contained in the CEO Agreement (as defined below) in the event of a change of control of the Issuer's shareholding structure, please refer to the following paragraph 2.9 of the Report.

Furthermore, it should be noted that: pursuant to paragraph 10 "Events of Default" of

the "Terms and Conditions of the Bond" any Delisting: i.e. the event following which the listing of IWB securities on one of the (i) official price lists of the Irish Stock Exchange plc. traded as Euronext Dublin ("Euronext Dublin") (and admitted to trading on the Mercato Regulated (the "Regulated Market") of Euronext Dublin) or (ii) on the Mercato Telematico delle Obbligazioni (the "MOT") of Borsa Italiana S.p.A. ("Borsa Italiana"), unless the Issuer, within 30 days of notification of such exclusion from listing, causes the Bonds to be listed and admitted to trading on any other regulated market for the purposes of Directive 2014/65/EU (as amended or supplemented from time to time) is qualified as Default.

Some commercial agreements existing between the Group's operating companies and certain customers belonging to the so-called large organized retailers have change of control clauses in line with industry practice.

Statutory provision on takeover

As provided by the art. 6-bis of the EGM Regulation, art. 9 of the IWB Statute contains provisions regarding public takeover bids. In particular, the art. 9 of the Articles of Association, in compliance with Schedule Six of the EGM Regulation, provides that, from the moment in which the Company's shares are admitted to trading on the

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