Recordati : Report of the Board of Statutory Auditors to the Shareholders’ Meeting

This is an unofficial English Language courtesy translation of the original Italian report prepared and issued in Italian by the Board of Statutory Auditors of Recordati S.p.A ('The Company').

As such this courtesy translation is for information purposes only and should not be relied upon. Only the original version in the Italian language has legal value and in case of any ambiguity, the Italian report (a copy of which is available on the Company's website) shall prevail. The Company and the Board of Statutory Auditors make no representation or warranty, express or implied, as to the fairness, accuracy, completeness or correctness of this English Language Courtesy Translation.

Courtesy copy follows:

Report of the Board of Statutory Auditors to the Shareholders' Meeting of Recordati S.p.A. pursuant to article 153 of Italian Legislative Decree no. 58/1998 and to article 2429, paragraph 2, of the Italian Civil Code.

Dear Shareholders,

By this report, drafted pursuant to article 153 of Italian Legislative Decree no. 58/1998 (hereinafter also referred to as 'TUF' - Testo Unico della Finanza), also taking into account the applicable Consob Recommendations and the rules of conduct of the board of statutory auditors of listed companies issued by the National Board of Chartered Accountants and Accounting Consultants, the Board of Statutory Auditors of Recordati S.p.A. (hereinafter also referred to as the 'Company') reports to you on the supervisory activity carried out and the relevant outcomes.

1. Supervision carried out and information received

The Board of Statutory Auditors of the Company (hereinafter also referred to as the 'Board'), at the date of this report, is composed of Mr Antonio Santi (Chair), Mr Ezio Simonelli (statutory member) and Ms Livia Amidani Aliberti (statutory member) (the alternate auditors are Mr Andrea Balelli and Ms Patrizia Paleologo Oriundi). The Board of Statutory Auditors, in its current composition, was appointed by the Shareholders' Meeting of 29th April 2020 and will expire with the Shareholders' Meeting called to approve the financial statements for the year ended on 31 st December 2022.

During the year ended on 31st December 2021, the Board of Statutory Auditors carried out the supervisory activities required by law. To this end, during the financial year, the Board has:

• − held 11 statutory auditors' board meetings, which were always attended by all members in office;

• − attended 16 Board of Directors' meetings;

• − attended 8 Risk, Control and CSR Committee's meetings;

• − attended 15 Remuneration and Nominations Committee;

• − attended the meetings of the Independent Directors;

• − attended the Shareholders' Meeting;

• − held meetings with the managers of the auditing firm, EY S.p.A. hereinafter also referred to as the 'Auditing Firm') pursuant to article 150, paragraph 3, of Italian Legislative Decree no. 58/1998, during which the appropriate information was exchanged and no other events or situations that were worth highlighting were detected;

• − met regularly with the Chief of the Internal Audit Function;

• − met regularly with the ODV (231 Compliance Body) appointed pursuant to Italian Legislative Decree no. 231/2001;

• − obtained the documents and information deemed relevant by the executive Directors and other company functions;

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exchanged information with the boards of statutory auditors of the subsidiaries regarding the management and control systems and the general performance of the companies'

operations.

Please note that the undersigned Board of Statutory Auditors usually attends as a guest, as a board or in person of its Chair, to the meetings of the Risk, Control and CSR Committee and of the

Remuneration and Nominations Committee, during which matters relating to related-party transactions were also discussed.

During the Board of Directors' meetings, the Board of Statutory Auditors was informed by the

Directors on the activities carried out and on the most significant economic, financial and capital transactions carried out by the Company and its subsidiaries.

It should be noted that during 2021 there was an important change in the corporate governance of Recordati S.p.A., since, on 1st December 2021, the Board of Directors of Recordati appointed Mr

Andrea Recordati as Chair of the Board of Directors and Mr Robert Koremans - upon co-option by the Board - as Chief Executive Officer, following what had already been approved at the Board of

Directors' meeting held on 16th July 2021. As of 1st December 2021, the resignations submitted by Mr Alfredo Altavilla - in light of other important appointments conferred on him by the Italian

Government and the completion of the transition process towards the Company's new Governance system - as Chair and Director of Recordati and by Mr Andrea Recordati as Chief Executive Officer became effective.

Furthermore, on 29th October 2020, Recordati's Board of Directors resolved to adhere to the new

2020 Corporate Governance Code (hereinafter also referred to as the '2020 CG Code'), whose recommendations are applicable as from 1st January 2021.

Further to the information contained in the Report of the Board of Statutory Auditors for the 2020 financial year on the reverse merger of Fimei S.p.A. and Rossini Investimenti S.p.A. into Recordati S.p.A., it should be noted in this regard that on 1st October 2020, the Board of Directors of Recordati

S.p.A. (the 'Acquiring Company') examined and approved, by unanimous vote of those present, the reverse merger by incorporation of Rossini Investimenti S.p.A. ('Rossini Investimenti') and

Fimei S.p.A. ('Fimei') (Rossini Investimenti and Fimei also jointly referred to as the 'Merging

Companies') into Recordati (the 'Transaction' or the 'Merger') and the documentation required for the implementation of the Merger itself, including the relevant merger project (the 'Merger

Project'). On 17th December 2020, the extraordinary shareholders' meetings of Rossini Investimenti, Fimei and Recordati examined and approved, without amendments or supplements, the merger project by incorporation of Rossini Investimenti and Fimei into Recordati. It should be noted that, as planned, the Merger was completed during the first half of the 2021 financial year, following the

date of approval of the Merging Companies' financial statements for the financial year ending on 31st December 2020 and of their balance sheet as at 31st March 2021.

As illustrated by the Directors in the Report on Corporate Governance and Ownership Structure, on 22nd April 2021 the last of the registrations of the merger deed relating to the Merger with the competent Companies' Register of Milan, Monza, Brianza and Lodi was completed.

During the meetings and contacts between the Board of Statutory Auditors and the Auditing Firm, no adverse events were detected.

With particular reference to the functions assumed pursuant to article 19 of Italian Legislative Decree no. 39/2010, amended by Italian Legislative Decree no. 135/2016 implementing Directive 2014/56/EU, the Board of Statutory Auditors - also in the context of the meetings held with the Auditing Firm and its attendance at the meetings of the Risk, Control and CSR Committee - examined the work plan adopted, received information on the accounting principles used, the accounting treatment of the most significant transactions carried out in the financial year inquestion as well as on the outcome of the audit engagements and on the key audit matters. The Auditing Firm did not report significant shortcomings in the internal control system in relation to the financial reporting process.

In this regard, the Board of Statutory Auditors also received detailed information on the impairment test performed by the Company to confirm the value of goodwill and of certain financial assets of significant amount recorded in the financial statements. The relevant details are provided by the Directors in the financial statements in accordance with the guidelines of the international accounting standards and of Consob.

With regard to the supervision of the financial reporting process and the independence of the Auditing Firm, please refer to the following sections of this report.

It should be noted that in the context of the Board of Statutory Auditors' activities:

• − no charges have been received pursuant to article 2408 of the Italian Civil Code;

• − no complaints have been received.

In 2021, the Company is subject to the management and coordination activities of Rossini Luxembourg S.àr.l, pursuant to article 2497 et seq. of the Italian Civil Code.

It this respect, it should be noted that, following the extraordinary events which began during the 2018 financial year and that affected the Company in relation to the transaction involving the sale by the Recordati family of the entire share capital of Fimei S.p.A., holder of the controlling shareholding in Recordati S.p.A. to the consortium of investment funds controlled by CVC Capital Partners VII Limited, on 28th February 2019, at that time the new Board of Directors of the Company, appointed by the Shareholders' Meeting on 5th February 2019, had ascertained the management and coordination activities exercised by Rossini Luxembourg S.àr.l. over Recordati S.p.A., pursuant to articles 2497 and following of the Italian Civil Code. More specifically, specific regulations concerning the management and coordination activities exercised by Rossini Luxembourg S.àr.l. over Recordati S.p.A. and the information flows from Recordati S.p.A. to, in particular, Rossini Luxembourg S.àr.l were approved by the Board of Directors of Recordati S.p.A. in 2019, following a process which had involved, from the initial drafting stages, the independent Directors and the Board of Statutory Auditors.

As illustrated by the Directors in the Corporate Governance Report, the exercise of management and coordination activities by Rossini Luxembourg S.àr.l. can be achieved, among other things, through a variety of means, such as: the formulation of general guidelines; the establishment of directives and the formulation of instructions for the transmission of management and accounting information; the formulation by Rossini Luxembourg of non-binding opinions on certain significant transactions and decisions.

The Company exercises management and coordination activities, pursuant to article 2497 and following of the Italian Civil Code, over the directly or indirectly controlled Italian companies belonging to the Recordati Group. As illustrated by the Directors in the Corporate Governance Report and Ownership Structure, the wholly-owned Italian subsidiaries have acknowledged the management and coordination activities performed by the Company and have complied with the disclosure requirements provided for by Law.

With reference to events occurring after the end of the financial year, it should be noted that there were no company events occurred after the end of the financial year that would require changes to the values of assets, liabilities and the profit and loss account.

In December 2021 Recordati announced the signing of an agreement with an enterprise value of € 750 million for the acquisition of EUSA Pharma (UK) Ltd, a global specialty pharmaceutical company with headquarters in the United Kingdom, specialising in niche rare and oncologicaldiseases. Following approval by the regulatory authorities, the transaction was completed on 16th

March 2022 and will be consolidated in the Group's results as from 31st March 2022 (it will be consolidated in the profit and loss account as from 1st April 2022).

It should also be noted, with reference to the crisis in Ukraine, that the Company - as, moreover, recommended by Consob in a recent warning to supervised issuers on this very subject, concerning inside information and financial reporting - has also informed the Board of Statutory Auditors that the Recordati Group has identified the immediate safety of its personnel as a priority and is implementing all possible measures and initiatives in order to guarantee the supply of medical products to patients in the areas affected by the conflict. Despite the natural resilience of the pharmaceuticals industry, the recent operating performance and the diversification of the Group, the Company believes that it is difficult to quantify at present the potential future impact of the crisis in Ukraine, given the complexity of the situation and its constant evolution.

It should be noted that, taking into account the above and given the fact that the forecasts on the evolution of operations already made by the Company, especially with reference to the acquisition of EUSA, were established prior to the escalation of the conflict in Ukraine (with the consequences that this has brought, for example, on the value of the ruble), the Company has stated that - where appropriate - the 2022 targets will be updated on the basis of the actual date of completion of the acquisition of EUSA Pharma and the evolution of the conflict between Russia and Ukraine.

It should be noted, moreover, that Italy and all the other main countries in which the Company operates continue to be affected by restrictive measures on the movement of people and measures to support the economic activity of companies put in place following the epidemiological emergency resulting from the COVID-19 virus, that was declared a pandemic by the WHO (World Health Organisation) in March 2020. The Board of Statutory Auditors was informed by the Chief

Executive Officer about the measures taken, noting that the Company, in order to deal with the emergency in Italy and subsequently in other countries, had taken action by implementing all possible measures and initiatives in order to guarantee the supply of medicines to its patients and

the safety of its employees. As shown in the Company's financial statements for the year ended on 31st December 2021, the 2021 results show that the impact on the Company's revenues is more than

offset by the containment of operating expenses resulting from the reduction in business, with operating income and net profit remaining in line with forecasts.

2.

Supervising relations with subsidiaries and parent companies and related-party transactions

The Board of Statutory Auditors supervised the ordinary or recurring related-party transactions and/or intra-group transactions in relation to which it reports as follows: − commercial and financial intra-group transactions referring to subsidiaries and the parent company are regulated on an equivalent basis to those prevailing in transactions between independent parties; − the most significant related-party transaction items are:

• a) receivables for loans granted to Group companies;

• b) payables for loans received from Group companies;

• c) trade receivables from subsidiaries;

• d) trade payables to subsidiaries;

• e) receivables from subsidiaries for the management of the centralised treasury;

f)payables to subsidiaries for the management of the centralised treasury;

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it should be noted that related-party transactions do not include any non-standard or unusual transactions and that during 2021 there were no transactions or contracts with related-parties that, with reference to materiality of effects on the financial statements, could be considered significant in terms of value or conditions. The only exception to the above - which is indicated in the 2021 consolidated financial statements - is linked to the fact that on 1st October 2020 the Board of Directors of the Parent Company approved the reverse merger by incorporation of Rossini Investimenti S.p.A. and FIMEI S.p.A. intoRecordati S.p.A. (the Merger). In particular, it should be noted that the consolidated financial statements of the Recordati Group for the year ended on 31st December 2021 show that - taking into account the drafting, in April 2021, of the merger deed for the merger by incorporation of Rossini Investimenti S.p.A. and FIMEI S.p.A. into Recordati S.p.A., the subsequent filing of which with the Companies' Register resulted in the completion of the Transaction, with effect, for accounting and tax purposes, as from 1st April 2021 - the Merger did not entail any change in the share capital of the Acquiring Company, nor any payment of cash adjustments. Furthermore, the said consolidated financial statements show that the post-merger balance sheet and profit and loss account of Recordati S.p.A. was substantially in line with the current ones and, in particular, the Merger did not alter the net financial position and therefore Recordati's investment capacity, its capital allocation strategy and policy. The consolidated financial statements of the Recordati Group for the year ended as at 31st December 2021 also state that, as provided for in the merger plan, Recordati S.p.A. inherited both the ACE (Aiuto alla Crescita Economica [Aid for Economic Growth] - a tax relief for companies governed by article 1 of Italian Decree Law no. 201/2011 and by Italian Ministerial Decree of 3.8.2017 and consisting in the detaxation of a portion of taxable income proportional to increases in equity) and the ACE surplus of Rossini Investimenti S.p.A. with a non-recurring positive tax effect in 2021 of € 12.9 million and a recurring tax benefit of approximately € 1.2 million per year. The Merger also entailed the elimination of group taxation between Recordati S.p.A. and FIMEI S.p.A. and its continuation by Recordati S.p.A. as the consolidating company with respect to Italchimici S.p.A.;

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in compliance with the requirements of article 4, paragraph 7, of the Regulations for related-party transactions adopted by CONSOB, resolution no. 17221 of 12th March 2010 as subsequently amended, as well as by article 2391-bis, paragraph 1, of the Italian Civil Code, the Company adopted the 'Procedure for regulating related-party transactions' available on the Company's website.

3.

Financial statements, consolidated financial statements and Report on Operations

With specific regard to the examination of the financial statements for the year ended on 31st December 2021, the consolidated financial statements for the year ended on 31st December 2021 (prepared in accordance with the IAS/IFRS international accounting standards issued by the International Accounting Standards Board (IASB) and approved by the European Union, as well as in accordance with the provisions issued by Consob in implementation of paragraph 3 of article 9 of Italian Legislative Decree no. 38/2005 and, for the first time, in the European Single Electronic Format ('ESEF') as required by the applicable regulations) and the Report on Operations, the Board of Statutory Auditors reports the following:

• − the financial statements file was delivered to the Board of Statutory Auditors in due time to be deposited at the Company's registered office together with this report;

• − the Board of Statutory Auditors has verified that the Company's financial statements and the consolidated financial statements have been prepared in accordance with the structure and layouts required by applicable regulations and are accompanied by the documents required by the Italian Civil Code and the TUF;

• − the Board of Statutory Auditors verified the rationality for the valuation procedures applied and their compliance with the international accounting standards.

The Board of Statutory Auditors points out that the Transparency Directive (2004/109/EC) requires the annual financial report prepared by listed companies to be published in a single electronic reporting format. EU Regulation 2019/815 ('ESEF Regulation') imposes that the aforementioned annual financial report is to be prepared in the XHTML format, marking certain information in the consolidated financial statements with the Inline XBRL specifics. At the national level, the Italian Law converting the 'Decreto Milleproroghe' (Italian Decree-Law no. 183 of 31st December 2020), in the text finally approved by the Italian Chamber of Deputies and by the Italian Senate of the Republic, in order to benefit from the aforementioned extension, provided, in Article 3, paragraph 11-sexies, that the provisions of the ESEF Regulation would apply to financial reports relating to financial years starting as from 1st January 2021. Therefore, with respect to financial reports starting from