Recordati: Recordati : 20 March 2025 - Directors' Report on item 2 on the agenda - Appointment of the Board of Directors

This is an English courtesy translation of the original documentation prepared in Italian language DIRECTORS' REPORT ON THE ITEMS ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS (29 TH APRIL 2025 SINGLE CALL) Report on item 2 on the agenda and related resolutions proposal 2. Appointment of the Board of Directors: determination of the number of the Board of Directors' members; determination of the term of office of the Board of Directors; appointment of the members of the Board of Directors; determination of the remuneration of the members of the Board of Directors; exemption of directors from the non-compete obligations pursuant to Article 2390 of the Italian Civil Code; related and consequent resolutions. Dear Shareholders, the term of office of the Board of Directors of Your Company - appointed by the Ordinary Shareholders' Meeting held on 29 th April 2022 expires with the approval of the financial statements as of 31 st December 2024; it is therefore necessary to appoint the new management body, after having determined the number of its members and its term of office. While expressing heartfelt thanks and appreciation to the members of the current Board of Directors for their fruitful activity to date in the interest of the Company, please note that the Shareholders' Meeting is called upon to appoint a Board of Directors, in accordance with the terms and conditions of Articles 14 and 15 of the Company by-laws (available on the Company's website www.recordati.it , " Governance/Company Bylaws " section) and with the applicable provisions of laws and regulations. Please note that the appointment shall take place according to the slate voting mechanism and directors may be appointed for a period of no longer than three financial years and they may be re-elected. Please also note that, in accordance with the Company by-laws, the Board of Directors shall be composed of a minimum of 6 members and a maximum of 16 members and the Shareholders shall determine the number. In this regard, it should be noted that the Board of Directors in office at the date of this Report is composed by 12 members. Directors shall meet the requirements set forth by the applicable provisions of laws and regulations; furthermore, the composition of the Board of Directors must comply with the criteria set out in the provisions regarding the minimum number of independent directors and gender balance. With particular reference to the independence requirements, it should be noted that the Company adheres to the Corporate Governance Code promoted by the Borsa Italiana Corporate Governance Committee (the " CG Code ") (with the procedures illustrated in the Corporate Governance and Ownership Structure Report). The Company is, according to the CG Code, a "large company" 1 and considers itself a company with "concentrated ownership"; hence, the recommendation of the CG 1 The CG Code defines as "large company", the company whose capitalisation was greater than €1 billion on the last Exchange business day of each of the previous three calendar years. 1 This is an English courtesy translation of the original documentation prepared in Italian language Code, which recommends that independent directors account for at least one third of the Board 2 , applies. Furthermore, independent directors must declare that they meet both the independence requirements provided for by law (Art. 148, par. 3 of Legislative Decree No. 58/1998, the " TUF ") and recommended by the CG Code. Please note that, in compliance with the recommendations of the CG Code, on October 28, 2021 the Board of Directors of Recordati approved the " Policy on qualitative and quantitative criteria for the purposes of assessing independence requirements pursuant to recommendation 7, first period, points (c) and (d), in article 2 of the Corporate Governance Code " (the " Independence Criteria ") available on Recordati's website ( https://recordati.com/board-of-directors ) . Furthermore, the Board, also in compliance with the recommendations of the CG Code, on May 6, 2021 approved, upon proposal of the Remuneration and Nominations Committee, general guidelines regarding the maximum number of management and control offices in other listed companies or significantly-size companies that can be considered compatible with an effective performance of the role of Director of Recordati (the " Guidelines on the Offices' Number "), available on Recordati's website ( https://recordati.com/board-of-directors ). With regard to, and in accordance with, the applicable provisions of law on gender balance, at least two-fifths of the Directors must belong to the under-represented gender (rounded up to the next higher unit). The Shareholders' Meeting shall also resolve upon the remuneration of the Board of Directors which, in accordance with Article 16 of the Company by-laws, may also be granted in the form of profit sharing. Procedures, deadline and requirements for the filing of slates In accordance with Article 15 of the Company by-laws, the appointment of the Board of Directors shall take place on the basis of slates filed by Shareholders in which the candidates are listed with a progressive number. By means of Executive Determination of the Head of the Corporate Governance Division No. 123 of 28 th January 2025, Consob determined that 1% of the share capital is the shareholding required for the filing of slates for the appointment of the Company's administrative body. Each shareholder, shareholders party of a shareholders' agreement relevant pursuant to Article 122 of the TUF, the parent company, the subsidiaries and the companies subject to joint control, cannot individually or jointly file more than one slate or vote for different slates, neither through a third party nor a trust company and each candidate may be included in one slate only, otherwise he/she will be ineligible. Adhesions and votes expressed in breach of this prohibition shall not be attributed to any slate. The slates, accompanied by the documentation required by the Company By-laws and the applicable legislation and regulations, signed by those submitting them, must be deposited at the registered office of the Company or sent by email from a certified address to the address recordati@pec.recordati.it , at least 25 days prior to the date set for the Shareholders' Meeting ( no later than Friday, 4 th April 2025 6:00 p.m. if delivered by hand ). 2 If the number of independent directors amounts to a non-whole number, the latter shall be rounded off arithmetically: rounding shall be to the lower unit, where the decimal number is less than 5, on the other hand, rounding up is carried out to the next higher unit if the decimal place is equal to or greater than 5 (cfr. Q&A n. 5(1) functional to the application of the CG Code). 2 This is an English courtesy translation of the original documentation prepared in Italian language According to the applicable provisions of law and regulation and considering the corporate governance adopted by the Company, within the above-mentioned deadlines, the following documents must be filed together with each slate: declaration with which each candidate accepts his/her candidacy and declares, under his/her own responsibility, the non-existence of causes of ineligibility or incompatibility - including the non-existence of the causes of ineligibility set out in Article 2382 of the Italian Civil Code and the non-existence of disqualifications from holding the office of director adopted against him/her in a Member State of the European Union - as well as the existence of any specific requirements required for the respective offices; a curriculum vitae containing detailed information about the personal and professional characteristics of each candidate, indicating whether he/she may be considered independent (and, therefore, whether he/she meets the independence requirements set forth in Article 148, para. 3 of the TUF and in the CG Code, having taken into account the Independence Criteria). Shareholders are invited to submit also the list of management and control offices held by the candidates in other companies in compliance with the above- mentioned Guidelines on the Offices' Number; the identity of the Shareholders who have filed the slates and the total shareholding percentage. Slates containing a number of candidates equal to or higher than three must be composed of candidates belonging to both genders, so that to the under-represented gender is reserved a quota of candidates equal to the one set out by the pro tempore regulation in force concerning the gender balance in the Board of Directors: at least two-fifths of the Directors (rounded up to the next higher unit) must belong to the under-represented gender. Moreover, a specific certification issued by a legally authorised intermediary showing the ownership, as at the date the slate is filed with the Company, of the number of shares required for the filing of the slate itself, shall be deposited, even after the filing of the slate, provided that it is filed by the deadline set out by the applicable regulations for the publication of the slates by the Company - i.e. by 8 th April 2025, 6.00 p.m. Slates for which the above provisions are not observed are considered as not having been filed. * * * Guidelines to Shareholders on the quantitative and qualitative composition deemed optimal for the new Board It should be noted that, having consulted the Remuneration and Nomination Committee and taking into account the results of the self-assessment foreseen by the CG Code 3 carried out during 2024, the Company's Board of Directors has approved guidelines to Shareholders on the quantitative and qualitative composition deemed optimal for the new Board, published on 28 th February 2025 and available on the Company's website (at the link: https://recordati.com/it/investors-shareholder- information-it ), to which reference is made for more details (the '