Gefran S p A : INDIVIDUAL PROPOSED RESOLUTION ON POINT 7 ON THE AGENDA OF THE SHAREHOLDERS’ MEETING

INDIVIDUAL PROPOSED

RESOLUTION ON POINT 7 ON THE

AGENDA OF THE

SHAREHOLDERS' MEETING

(ORDINARY PART)

-

SUBMITTED BY THE

SHAREHOLDER FINGEFRAN S.R.L.

Courtesy translation for reference only

Gefran S.p.A.

Via Sebina 74

25050 - Provaglio d'Iseo (BS)

Via certified email: [e-mail]

Provaglio d'Iseo, 3 April 2024

Dear Sirs,

with reference to the Shareholders meeting of Gefran S.p.A. ("Gefran" or the "Company"), Fingefran S.r.l., represented by the Chairwoman Giovanna Franceschetti, holding as the date hereof, no. 7,634,522 Gefran's shares, corresponding to a participation equal to 53.018% of the ordinary share capital of the Company, presents the following individual resolution proposal, related to point 7 on the agenda of the ordinary part of the Shareholders' Meeting ("Appointment of the Board of Statutory Auditors for the three-year period 2024-2026. Determination of the annual remuneration of the effective members of the Board of Statutory Auditors").

This is in accordance with what is provided under the notice of call of the Shareholders Meeting itself in relation to the "Individual proposed resolution" pursuant to Article 126-bis, paragraph 1, third period of Legislative Decree no. 24 February 1998. 24 ("TUF") and taking into account what is stated in the "Explanatory Report by the Board of Directors on the agenda items of Shareholders' Meeting of Gefran S.p.A. - ordinary part" prepared pursuant to Article 125-ter of the TUF, both published on the website of Gefran on 12 March 2024.

Fingefran S.r.l. also took into account the remuneration benchmarks in companies comparable to Gefran, as well as the consideration expressed by the outgoing Board of Statutory Auditors of Gefran published on the Gefran website on 12 March 2024.

In light of the foregoing, we therefore submit for your approval the following resolution:

"The Gefran S.p.A. Shareholders' Meeting, considering the orientation of the outgoing Board of Statutory Auditors on the size, composition and remuneration of the new Board of Statutory Auditors

resolves

to grant an annual fee equal to Euro 24,000 to the Standing Auditors and equal to Euro 35,000 for the Chair of the Board of Statutory Auditors, prorate temporis for the entire duration of the office, plus legal accessories and expenses incurred for the execution of the office."

Yours sincerely,

Fingefran S.r.l.

___________________

Giovanna Franceschetti

Chairwoman

Fingefran srl

Via Fratelli Porcellaga 6	Cap. Soc. € 46.481 i.v.	C.F. 10112110159
25100 Brescia	Reg. Imprese Milano	P.IVA (TVA-VAT-MWS)
Italy	10112110159	IT 02747020960
	R.E.A. 1344179