MARR S p A : 28 April 2023, Shareholders' Meeting. Annual Report on Corporate Governance and ownership structure

Annual Report on

Corporate Governance and

ownership structure

pursuant to art. 123 bis of Legislative Decree 58/1998

(traditional administration and control model)

2022 business year

Approved on 14 March 2023

MARR S.p.A.

Via Spagna, 20 - 47900 Rimini (Italy) Share capital € 33,262,560 fully paid-up

Tax Code and registration number in the Register of Enterprises of the Chamber of Commerce of Romagna - Forlì - Cesena and Rimini 01836980365 Subject to the management and coordination of Cremonini S.p.A. - Castelvetro (MO)

www.marr.it

CONTENTS

GLOSSARY	4
1. COMPANY PROFILE	5
2. INFORMATION ON THE OWNERSHIP STRUCTURE AS AT 31 DECEMBER 2022	6
3. COMPLIANCE	9
4. BOARD OF DIRECTORS	9
4.1	Role of the Board of Directors	10
4.2	Appointment and replacement	11
4.3	Composition	13
4.4	Functioning	16
4.5	Role of the Chairman	17
4.6	Executive bodies	19
4.7	Independent Directors and Lead Independent Director	20
5. PROCESSING OF CORPORATE INFORMATION	21
6. INTERNAL COMMITTEES OF THE BOARD	22
7. SELF-ASSESSMENT AND SUCCESSION OF THE DIRECTORS - NOMINATION
COMMITTEE	22
7.1	Self-assessment and succession of the directors	22
7.2	Nomination Committee	24
8. REMUNERATION OF DIRECTORS - REMUNERATION COMMITTEE	24
8.1	Remuneration of Directors	24
8.2	Remuneration Committee	26
9. INTERNAL AUDIT AND RISK MANAGEMENT SYSTEM - CONTROL AND RISK
COMMITTEE	27
Information concerning the system of risk management and internal auditing in relation to the
process of financial information	29
9.1	Chief Executive Officer (CEO)	31
9.2	Control and Risk Committee	31
9.3	Manager responsible for the internal audit department	33

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	9.4 Organisational Model ex Legislative Decree 231/2001	34
	9.5 Independent Auditing Firm	36
	9.6 Manager responsible for preparing the company's financial reports	36
9.7	Coordination between the subjects involved in the internal auditing and risk management
system	37
10.	INTERESTS OF DIRECTORS AND TRANSACTIONS WITH RELATED PARTIES	37
11. BOARD OF STATUTORY AUDITORS	38
	11.1 Appointment and replacement	38
	11.2. Composition and functioning	40
12.	RELATIONS WITH SHAREHOLDERS	42
13.	SHAREHOLDERS' MEETINGS	43
14. FURTHER CORPORATE GOVERNANCE PRACTICES	45
15.	CHANGES SINCE THE CLOSURE OF THE REFERENCE BUSINESS YEAR	45
16. CONSIDERATIONS ON THE LETTER BY THE CHAIRMAN OF THE CORPORATE
GOVERNANCE COMMITTEE	45
ANNEX A - STRUCTURE OF THE BOARD OF DIRECTORS AT THE END OF THE
BUSINESS YEAR

ANNEX B - STRUCTURE OF THE INTERNAL COMMITTEES OF THE BOARD AT THE END OF THE BUSINESS YEAR

ANNEX C - STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AT THE END OF THE BUSINESS YEAR

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GLOSSARY

Directors: the members of the Board of Directors of MARR S.p.A..

Chief Executive Officer or CEO: the Chief Executive Officer of MARR S.p.A..

Independent director Code: Director in possession of the requirements of independence provided in the Code of Corporate Governance for listed companies and by art. 148 of Legislative Decree no. 58 of 24 February 1998 for members of the Board of Statutory Auditors.

Independent director CLF: Director in possession of the requirements of independence provided in art. 148 of Legislative Decree no. 58 of 24 February 1998 for members of the Board of Statutory Auditors.

Shareholders' Meeting: Meeting of the shareholders of MARR S.p.A..

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

C.C.: the Italian Civil Code.

Corporate Governance Committee: the Italian Corporate Governance Committee for listed companies, promoted, in addition to Borsa Italiana S.p.A., by ABI, Ania, Assogestioni, Assonime and Confindustria.

Board: the Board of Directors of MARR S.p.A..

Business Year: the business year covered by the Report, in other words 2022.

Consob Issuer Regulation: the Regulation issued by Consob in resolution no. 11971 of 1999 (as subsequently amended) concerning issuers.

Consob Market Regulation: the Regulation issued by Consob in resolution no. 20249 of 2017 concerning markets.

Consob Related Parties Regulation: the Regulation issued by Consob in resolution no. 17221 of 12 March 2020 (as subsequently amended) concerning related party transactions.

Report: the report on corporate governance and ownership structure that companies are bound to produce and publish pursuant to art. 123-bis of the CLF, in other words this report.

Remuneration report: the report on remuneration policy and payments made that companies are bound to produce and publish pursuant to art. 123-ter of the CLF and 84-quater of the Consob Issuer Regulation.

Company: MARR S.p.A. or MARR.

Consolidated Law on Finance/CLF: Legislative Decree 58 of 24 February 1998.

Where not otherwise specified, the following definitions are to be intended as included in the Code: directors, executive directors, independent directors, significant shareholder, chief executive officer (CEO), administration body, control body, industrial plan, concentrated ownership company, large company, sustainable success and top management.

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1. COMPANY PROFILE

The Company has adopted the traditional administration and control body, characterised by the presence of a management body, the Board of Directors, and a control body, the Board of Statutory Auditors.

The Board of Directors has the widest ranging powers for the ordinary and extraordinary management of the Company and has the objective of pursuing sustainable success, which is based on the creation of long-term value to the benefit of the shareholders, taking into account the interests of the other relevant stakeholders.

This Report illustrates the methods in which the Board of Directors pursues the objective of sustainable success, integrating it into the strategic plans (Section 4.1), in the Remuneration policy (Section 8) and in the internal audit and risk management system (Section 9).

The Board of Statutory Auditors is responsible for supervising:

1. the observance of the law and the Corporate By-Laws("By-Laws")
2. the respect of the principles of correct administration;
3. the adequacy of the organizational structure of the company for aspects of its competence, the internal audit system and the administration and accounting system, and also the reliability of the latter in correctly representing management events;
4. the methods of concrete implementation of the corporate governance rules in the Code;
5. the adequacy of the instructions given by the company to its subsidiaries in terms of insider information. The functioning of the corporate bodies is governed, in addition to the laws in force on the matter and the By-Laws, by the Code and, as regards the Board of Directors, by the relevant regulation (Section 4.4).

Since 2018 (regarding the 2017 business year), the Company has published, pursuant to Legislative Decree 254/2016, a consolidated non-financial declaration ("NFD").

In preparing the NFD, the Company adopts as reference framework the "Global Reporting Initiative Sustainability Reporting Standards" published in 2016 by the Global Reporting Initiative ("GRI") updated at the of 2021, according to the option "with reference to the GRI".

In 2021, the Company also published the first Sustainability Report for the 2020 business year, also in order to show the data and information contained in the NFD in a different and more immediate representation so as to enable the stakeholders to benefit more from it.

Since 2022, the Company publishes at the same time and in a single document the Annual Financial Report and the Sustainability Report, which also contains the information required by law for the NFD.

The Sustainability Report can be consulted on the company's website at the following link www.marr.it/sustainability/report-and-esg.

The Company, with reference to the business year, is included in the definitions in the Code of:

• Large Company - given that MARR's capitalisation was in excess of 1 billion Euros on the last trading day of each of the three previous solar years;
• Concentrated Ownership Company - given that Cremonini S.p.A. directly holds the majority of the shares bearing voting rights for the ordinary shareholders' meeting.

It should be noted that since 2023, the Company has not been included in the definition of Large Company as it did not reach the capitalization requirement of 1 billion on the last open market day of 2022.

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