Newlat Food S p A : BoD composition policy

Newlat Food SpA

Policy on the composition of the Board of Directors and Board of Statutory Auditors

Rev. 1 Page 1 of 9

POLICY ON THE

COMPOSITION OF THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS

Also in matters of diversity, pursuant to article 123-bis, paragraph 2, letter d-bis of the TUF

Approved:

17/03/2023

Approved by:

BoD of

Newlat Food SpA

Valid from:

17/03/2023

Newlat Food SpA

Policy on the composition of the Board of Directors and Board of Statutory Auditors

Rev. 1 Page 2 of 9

PREAMBLE	3
ART. 1: DEFINITIONS	3
BOARD OF DIRECTORS	4
ART. 2: ROLE AND TASKS OF THE BOARD OF DIRECTORS	4
ART. 3: OBJECTIVES OF THE POLICY FOR THE APPOINTMENT OF THE BOARD OF DIRECTORS	5
ART. 4: NUMBER OF POSITIONS HELD	5
ART. 5: INDEPENDENCE	6
ART. 6: PROFESSIONALISM	7
ART. 7: GENDER	7
ART. 8: REMUNERATION	7
BOARD OF STATUTORY AUDITORS	7
ART. 9: ROLE AND TASKS OF THE BOARD OF STATUTORY AUDITORS	7
ART. 10: OBJECTIVES OF THE POLICY FOR THE APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS	7
ART. 11: INELIGIBILITY, INCOMPATIBILITY, GOOD REPUTE AND OTHER LEGAL REQUIREMENTS	8
ART. 12: NUMBER OF POSITIONS HELD	8
ART. 13: INDEPENDENCE	8
ART. 14: PROFESSIONALISM	9
ART. 15: GENDER	9
ART. 16: REMUNERATION	9
ART. 17: FINAL PROVISIONS	9

Approved:

17/03/2023

Approved by:

BoD of

Newlat Food SpA

Valid from:

17/03/2023

Newlat Food SpA

Policy on the composition of the Board of Directors and Board of Statutory Auditors

Rev. 1 Page 3 of 9

Preamble

This Policy was drafted by the Board of Directors of Newlat Food S.p.A., also in compliance with Article 123- bis, paragraph 2, letter d-bis of the TUF as well as the recommendations of the Corporate Governance Code, taking into account the opinion of the Appointments and Remuneration Committee and the results of the self-assessment performed by the Board of Directors with the aim of describing the policies relating to the composition of the Company's governing and control bodies and keeping them up to date.

This Policy identifies and describes (i) the qualitative and quantitative characteristics of the members of the Board of Directors and the Board of Statutory Auditors, as well as (ii) the structure and composition required of these bodies.

Art. 1: Definitions

Below are the main definitions used in the Policy:

Shareholders' meeting: Shareholders' Meeting of Newlat Food S.p.A.

Shareholders: owners of shares issued by Newlat Food S.p.A.

Corporate Governance Code: Corporate Governance Code of Listed Companies approved on 31 January 2020 by the Corporate Governance Committee established by Borsa Italiana S.p.A. adopted by the Company.

Board of Statutory Auditors: the Board of Statutory Auditors of Newlat Food S.p.A.

Board of Directors or BoD: Board of Directors of Newlat Food S.p.A.

Committees: indicates the board committees of Newlat Food S.p.A.

Appointments and Remuneration Committee: the Appointments and Remuneration Committee of Newlat

Food S.p.A.

ESG: acronym for environmental, social and governance issues.

Group: Newlat Food S.p.A. together with its parent companies.

Newlat Food or Company: means the company Newlat Food S.p.A.

Policy: indicates this Policy on the Composition of the Board of Directors and the Board of Statutory

Auditors.

Corporate Governance Report: Report on Corporate Governance and Ownership Structure drafted pursuant to Article 123-bis of the TUF.

By-laws: the By-laws of Newlat Food S.p.A.

TUF: indicates the Consolidated Law on Finance - Italian Legislative Decree no. 58 of 24 February 1998.

Approved:

17/03/2023

Approved by:

BoD of

Newlat Food SpA

Valid from:

17/03/2023

Newlat Food SpA

Policy on the composition of the Board of Directors and Board of Statutory Auditors

Rev. 1 Page 4 of 9

Board of Directors

Art. 2: Role and tasks of the Board of Directors

Pursuant to Article 12 of the By-laws, the Company is administered by a Board of Directors consisting of no fewer than 3 (three) and no more than 15 (fifteen) members.

The Newlat Food Shareholders' Meeting shall determine the number of BoD members from time to time, before their appointment. Within the limit indicated above, the Shareholders' Meeting may also change the number of directors during the term of office of the BoD; the directors thus appointed lapse together with those in office. This is without prejudice to the Shareholders' Meeting's right pursuant to Article 11, paragraph 2, of the By-laws to dismiss the Company's directors, even without just cause, if the fiduciary relationship between them and Newlat Food has ceased to exist for any reason whatsoever.

Without prejudice to its exclusive competence in the matters set forth in Article 2381 of the Italian Civil Code, the Board of Directors:

1. Defines the Company's strategies and identifies possible investment opportunities, consistent with the principle of pursuing sustainable success, and monitors their implementation.
2. Examines and approves the Company's business plan, also based on the analysis of issues relevant to the generation of long-term value performed with the possible support of a board committee.
3. Periodically monitors the implementation of the Company's business plan and assesses the general performance of operations, also based on the periodic information received from the subsidiaries, comparing the results achieved with those planned on a regular basis.
4. Defines the nature and level of risk compatible with the Company's strategic objectives, including in its assessments all elements that may be relevant to the Company's sustainable success.
5. Defines the Company's corporate governance system and the structure of the Group it heads and assesses the adequacy of the organisational, administrative and accounting structure of the Company and of strategically important subsidiaries, with particular reference to the internal control and risk management system.
6. Decides on the operations of the Company and its subsidiaries that are strategic or of significant importance to the Company's results, assets and liabilities and cash flows. To this end, it establishes general criteria for identifying significant transactions.
7. Adopts, in order to ensure proper management of corporate information and as recommended by the Chairman, a procedure for the internal management and external disclosure of documents and information concerning the Company, with particular reference to inside information.
8. Assigns and revokes the powers of directors, defining their limits and the manner in which they may be exercised, without prejudice to what is reserved by law for the exclusive competence of the Board of Directors.
9. Defines the Company's policy on the remuneration of directors and executives with strategic responsibilities, in accordance with current laws and the Corporate Governance Code.

Approved:

17/03/2023

Approved by:

BoD of

Newlat Food SpA

Valid from:

17/03/2023

Newlat Food SpA

Policy on the composition of the Board of Directors and Board of Statutory Auditors

Rev. 1 Page 5 of 9

1. On the proposal of the Appointments and Remuneration Committee, determines the remuneration of directors vested with special offices pursuant to the By-laws after hearing the opinion of the Board of Statutory Auditors.
2. At least once every three years, performs an assessment of the operation of the Board and its Committees (so-called board evaluation).
3. Provides information in the Corporate Governance Report on how it performs its tasks.

Art. 3: Objectives of the Policy for the Appointment of the Board of Directors

The Policy sets certain objectives regarding the qualitative and quantitative composition of the Board of Directors. Specifically:

In terms of quantity

The number of Board members must be appropriate to the size and complexity of the Company's organisational structure, in order to ensure an adequate balance of the skills and experience required by the Company's business.

In terms of quality

In order to guarantee the correct performance of the functions of responsibility, the members of the Board of Directors must:

• Be fully aware of the tasks they are called upon to perform and the responsibilities that may arise.
• Have professional skills appropriate to the role to be filled, including in board committees, and calibrated with respect to the characteristics of the Company.
• Have diverse skills and experience, appropriately distributed among the members of the body.

Art. 4: Number of positions held

Directors must accept and hold the office as they believe they can devote the time necessary for the diligent performance of their duties, taking into account the commitment required by their work and professional activities, as well as the total number of governing and control offices held in other companies listed on regulated markets in Italy or abroad, or in financial, banking, insurance or large companies, and the relative commitment, also in light of their participation in board committees.

Without prejudice to more stringent statutory and/or regulatory provisions, in order to ensure the effective performance of the office of Company director, the number of directorships and auditing appointments in other companies may not exceed 3 (three) in companies listed on regulated markets (in Italy or abroad) or in financial, banking, insurance or large companies.

For the purposes of the calculation of such positions, no account shall be taken of any positions held by Newlat Food directors in companies controlled by Newlat Food itself. Positions held in more than one company belonging to the same group are considered as a single office, with the executive office taking precedence over the non-executive position.

In any case, the BoD may allow - on an objective basis - exceptions to such limits, subject to the opinion of the Appointments and Remuneration Committee.

Approved:

17/03/2023

Approved by:

BoD of

Newlat Food SpA

Valid from:

17/03/2023