Report on Corporate Governance and Ownership Structure of doValue S.p.A.

Approved by the Board of Directors of 20 March 2024

Pursuant to Article 123 Bis of the TUF

INDEX

GLOSSARY ..................................................................................................................................................................... 4

1. ISSUER PROFILE ...................................................................................................................................................... 7 2 INFORMATION ON OWNERSHIP (pursuant to Article 123-bis, paragraph 1, TUF) AS OF 31 DECEMBER

2023 .................................................................................................................................................................................. 11

a) Share capital structure (pursuant to Article 123-bis(1)(a) TUF) ...................................................... 11

(b) Restrictions on the transfer of securities (pursuant to Article 123-bis(1)(b) TUF) ........................ 12

(c) Significant shareholdings in the capital (pursuant to Article 123-bis(1)(c) TUF) .......................... 12

(d) Securities carrying special rights (pursuant to Article 123 bis (1)(d) TUF) ................................... 12

e) Employee shareholding: mechanism for exercising voting rights (pursuant to Art. 123 bis (1)(e)

TUF) 12

f) Voting restrictions (pursuant to Art. 123 bis (1)(f) TUF) ................................................................... 12

g) Shareholder agreements known to doValue pursuant to Article 122 TUF (formerly Article 123-

bis(1)(g) TUF) ............................................................................................................................................. 12 h) Change of control clauses (pursuant to Article 123-bis, paragraph 1(h) of the Consolidated Law on Finance) and statutory provisions on takeover bids (pursuant to Article 104, paragraph 1-ter of

the Consolidated Law on Finance) ) ......................................................................................................... 13 i) Proxies to increase the share capital and authorisations to purchase treasury shares (pursuant to

Art. 123-bis(1)(m) TUF ) ........................................................................................................................... 16

l) Management and coordination activities (pursuant to Article 2497 et seq. of the Civil Code) ....... 16

3 COMPLIANCE (pursuant to Article 123-bis(2)(a) first part, TUF) ....................................................................... 18

4 BOARD OF DIRECTORS .......................................................................................................................................... 19

  • 4.0 ROLE OF THE BOARD OF DIRECTORS .............................................................................................. 19

  • 4.1 APPOINTMENT AND REPLACEMENT (pursuant to Article 123-bis(1)(l), first part, TUF) ........... 21

  • 4.2 COMPOSITION (pursuant to Article 123-bis(2)(d) and (d-bis), TUF) .................................................. 24

  • 4.3 OPERATION OF THE BOARD OF DIRECTORS (pursuant to Article 123-bis(2)(d) TUF) ............. 32

  • 4.4 ROLE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ...................................................... 34

  • 4.5 EXECUTIVE DIRECTORS ....................................................................................................................... 36

  • 4.6 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTORS ...................................... 38

5 MANAGEMENT OF CORPORATE INFORMATION .......................................................................................... 40

Management of Privileged Information ................................................................................................... 40

Internal Dealing ......................................................................................................................................... 41

6 INTERNAL BOARD COMMITTEES (pursuant to Article 123-bis, Section 2(d), TUF) ..................................... 43

7 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - NOMINATION AND REMUNERATION

COMMITTEE ................................................................................................................................................................. 45

SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS ............................................................ 45

8 DIRECTORS' REMUNERATION - NOMINATION AND REMUNERATION COMMITTEE .................... 48

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8.0 DIRECTORS' REMUNERATION ............................................................................................................ 48

9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISK COMMITTEE ..52

  • 9.0 CHIEF EXECUTIVE OFFICER ............................................................................................................... 70

  • 9.1 CONTROL AND RISK COMMITTEE .................................................................................................... 72

  • 9.2 HEAD OF THE INTERNAL AUDIT FUNCTION .................................................................................. 78

  • 9.2 HEAD OF THE INTERNAL AUDIT FUNCTION .................................................................................. 78

9.3 ORGANISATIONAL MODEL pursuant to Legislative Decree 231/2001 ...................................................... 81

9.4 AUDITING COMPANIES .................................................................................................................................. 82

9.5 MANAGER IN CHARGE OF PREPARING CORPORATE ACCOUNTING DOCUMENTS AND

OTHER CORPORATE ROLES AND FUNCTIONS ............................................................................................. 82

9.6COORDINATION BETWEEN THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND

RISK MANAGEMENT SYSTEM ............................................................................................................................ 84

10 DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS ........................................................ 86

11 BOARD OF AUDITORS ........................................................................................................................................... 87

11.1 APPOINTMENT AND REPLACEMENT ................................................................................................ 87

11.2 COMPOSITION AND OPERATION (pursuant to Article 123-bis, paragraph 2, letters d) and d-

bis), TUF) .................................................................................................................................................................... 89

12 SHAREHOLDER RELATIONS ............................................................................................................................. 92

13 ASSEMBLY ............................................................................................................................................................... 94 14 FURTHER CORPORATE GOVERNANCE PRACTICES (pursuant to Article 123-bis(2)(a), second part,

TUF) ................................................................................................................................................................................. 97

15 CHANGES SINCE THE END OF THE REPORTING PERIOD ........................................................................ 98

As of January 2024, the Company again qualified as an SME because the market capitalisation for the year 2023 (calculated in accordance with Article 2-ter(1) of the Regulation on Issuers) was below the threshold provided

for in Article 1(1)(w-quater(1) of the TUF .................................................................................................................... 98 16 REMARKS ON THE LETTER FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE

COMMITTEE ................................................................................................................................................................. 98

During the Board meeting of 12 January 2024, the Chairman of the doValue Board of Directors delivered and illustrated to the Board members, also in their capacity as members of the Endoconsiliar Committees, as well as to the Board of Statutory Auditors, the letter - dated 14 December 2023 - containing the "Recommendations of the Corporate Governance Committee for 2024", addressed by the Chairman of the Corporate Governance

Committee to the Chairmen of the Boards of Directors of all Italian listed companies . .......................................... 98

TABLES ......................................................................................................................................................................... 100

TABLE 1: INFORMATION ON OWNERSHIP STRUCTURE AS AT 31/12/2023 .......................................... 100

TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AT THE END OF THE FINANCIAL YEAR

102

TABLE 4: STRUCTURE OF THE BOARD OF AUDITORS AT THE END OF THE FINANCIAL YEAR 105

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GLOSSARY

Adsolum: Adsolum Real Estate S.L., with registered office at Calle José Echegaray, 6 - Las Rosas - Madrid, share capital of EUR 100,000, registered in the Madrid Register of Companies, tax code B67826578 and VAT no.

ES28065

Appointments and Remuneration Committee: the intra-committee with investigative, proposing and advisory functions on Appointments and Remuneration matters. availing itself of the power set forth in Recommendation 16 of the Corporate Governance Code.

Articles of Association: the current articles of association of doValue as published on the company's website on the date of approval of this document.

Auditing Company: EY S.p.A.

Avio: Avio S.à r.l., with registered office in Luxembourg, 26, Boulevard Royal, L-2449, tax code 97754310155 and VAT number LU28038434, registered in the Luxembourg Register of Companies under no. B195157.

Board of Directors: the Board of Directors of doValue.

Board of Statutory Auditors: the Board of Statutory Auditors of doValue.

CG Code/Corporate Governance Code: the code for listed companies approved in January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria, which replaced the Corporate Governance Code for listed companies.

CG/Corporate Governance Committee: the Italian Committee for Corporate Governance of Listed Companies, promoted not only by Borsa Italiana S.p.A., but also by ABI, Ania, Assogestioni, Assonime and Confindustria.

Cod. Civ. / C.C.: the Italian Civil Code.

Consob Regulation on Issuers: the Regulation issued by Consob with Resolution No. 11971 of 1999 (as subsequently amended) on issuers.

CONSOB Related Parties Regulation: the Regulation issued by Consob with Resolution No. 17221 of 12 March 2010 (as subsequently amended) concerning related party transactions.

doData: doData S.r.l., with registered office in Rome, Via del Ghirlandaio 5, share capital EUR 100,000, enrolled in the Rome Register of Companies under no. RM-1345543, tax code and VAT no. 12034491006.

doNext (formerly Italfondiario S.p.A.), doNext S.p.A., with registered office in Rome, Lungotevere Flaminio 18, share capital EUR 4,000,000, enrolled in the Rome Register of Companies under no. RM-30794, tax code 00399750587, VAT number 00880671003.

doValue Cyprus Limited, formerly : Altamira Asset Management Cyprus Limited, with registered office at 1

Megalou Alexandrou Ave., 2235 Latsia, Nicosia, registered with the Cyprus Companies Register under No. HE 376434, VAT No. 10376434S.

doValue Greece Real Estate: doValue Greece Real Estate Services Single Member Société Anonyme with registered office at Kyprou & Archimidous 19-21, 18346 Moschato, Athens, VAT No: 801420067 GEMI 4

Registration: 156425101000 doValue Greece: doValue Greece Loans and Credits Claim Management S.A., with registered office at 27, Kyprou & Archimedous Str. 18346 Moschato (Greece), VAT No. 099755919, GEMI Registration No. 121602601000. doValue Portugal: doValue Portugal Unip. Lda. (formerly Altamira Asset Management Portugal Unip. Lda), with registered office at Avenida da República 90, Piso 2, 1600-206 Lisbon, registered with the Companies' Register of Lisbon, VAT No. 514 323 736.

doValue Spain (formerly Altamira Asset Management S.A., with change of name as of 15 March 2023) doValue Spain Servicing S.L. with registered office at calle José Echegaray, 6 Las Rozas de Madrid, Madrid, share capital of EUR 937,500, registered with the Companies' Register of Madrid, tome 31469, folio 40, page M566434, tax code A86819596 and VAT registration number. ESA86819596.

doValue Special Projects Cyprus Limited , formerly doValue Cyprus Limited, with its registered office at 20

Costi Palama Aspelia Court, 1096 Nicosia, Cyprus, registered with the Companies' Register of Cyprus under No.

HE 403669, tax code and VAT No. 10403669U.

doValue website: the Company's website available atwww.doValue.it.

Endoconsiliar Committees: the Appointments and Remuneration Committee and the Risks, Related Party Transactions and Sustainability Committee, collectively understood. .

Financial year: the business year to which the report refers

Financial Year: the financial year to which this Report refers, between 1 January and 31 December 2023.

Fortress Group: Fortress and any company or entity directly or indirectly controlled by it, or subject to common control by it.

Fortress: Fortress Investment Group LLC, headquartered at 1209 Corporation Trust Center, Orange Street, 19801,

Wilmington, Delaware, DE, United States.

Group / doValue Group: the doValue Group, as at 31.12.2023 on the basis of the consolidation perimeter, consisting of doValue as Parent Company, doNext, doData, doValue Spain , doValue Special Projects (Cyprus)

Limited, doValue Portugal, doValue Greece, doValue Greece Real Estate, doValue Cyprus, Zarco, Adsolum Real Estate and Team 4 Collection and Consulting S.L.U

Implementing Regulation: EU Regulation No. 347/2016 for the implementation of MAR.

Internal Control System: the system of internal controls adopted by the Group.

Issuer / doValue / Company / Parent Company: doValue S.p.A., with registered office in Viale dell'Agricoltura, 7 - 37135 Verona share capital of Euro 41,280,000.00 fully paid-up, registered with the Verona Company Register, in the R.E.A. under no. VR/19260, tax code 00390840239 and VAT number 02659940239.

Listing: the listing of the Issuer's shares on the MTA, organised and managed by Borsa Italiana S.p.A, with trading commencing on 14 July 2017.

MAR: 'Market Abuse Regulation' - EU Regulation No. 596/2014 on market abuse.

MTA: the electronic share market (Mercato Telematico Azionario) organised and managed by Borsa Italiana on which doValue shares are also traded.

Remuneration Report: the report on the remuneration policy and compensation paid in 2023, prepared by the Company pursuant to Article 123-ter TUF and 84-quater Consob Regulation on Issuers.

Report: the report on corporate governance and ownership structure, which companies are required to prepare pursuant to Article 123 bis of the Consolidated Law on Finance.

Risk, Related-Party Transactions and Sustainability Committee: the endoconsulting Committee availing itself of the option set forth in Recommendation 16 of the Corporate Governance Code. with investigative, proposing and advisory functions on the subject of Risks and Related-Party Transactions to which, on 16 December 2021, the functions on the subject of sustainability were also assigned, in compliance with Recommendation 1 of the Corporate Governance Code

SoftBank: SoftBank Group Corporation with headquarters at 1-9-1 Higashi-Shinbashi, Minato-ku - Tokyo - Japan.

TUF: Legislative Decree No. 58 of 24 February 1998, (the "Consolidated Law on Finance"), as updated from time to time

ZARCO: ZARCO STC S, with registered office at Avenida da República, nº 90, 2º, Freguesia de Alvalade, Lisbon, share capital of EUR 125,000, registered in the Lisbon Register of Companies, tax code 515886068

1. ISSUER PROFILE

doValue, which has been listed on the MTA of Borsa Italiana (now Euronext Milan) since 14 July 2017, is a servicing company (pursuant to Article 115 of the T.U.L.P.S. regulating the debt collection sector); since 3 June 2022, doValue's ordinary shares have been admitted to trading on the Euronext STAR Milan segment.

The Company has adopted the 'traditional' type of administration and control model, whose structure is centred on the presence of the Board of Directors and the Board of Statutory Auditors, as the body with control functions, both appointed by the Shareholders' Meeting. The Board of Directors also appoints a Managing Director.

The doValue Group offers, in Italy and abroad, to its clients, both Banks and Investors, credit portfolio management services doValue, Parent Company of the doValue Group (), represents the first operator in Southern Europe active in credit management and real estate services, mainly deriving from non-performing receivables, on behalf of banks and investors. The Group operates mainly in Italy, Spain, Portugal, Greece and Cyprus and provides integrated credit and real estate asset management services, with the objective of supporting banks and investors who own the assets in their value creation objectives.

The Group's main areas of activity are as follows:

  • • servicing of performing and early arrears receivables,

  • • UTP (unlikely-to-pay) credit servicing,

  • • servicing of non-performing-loans (NPLs),

  • • servicing of real estate assets,

  • • other ancillary services to the servicing business.

For a profile on the issuer, see alsowww.doValue.it.

The Group also aims to achieve important synergies and its organisation provides for significant integration between subsidiaries and the parent company.

The unitary governance of the Group is guaranteed by the policy, governance and support role played by the Parent Company, as well as by the observance by all its member companies of a set of common principles underpinning corporate operations.

Below is the sociogram showing the issuer's main holdings:

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doValue holds 100% of the capital of the following companies belonging to the doValue Group:

  • • doNext, a company specialised in master servicing and cash management activities, whose object is also the granting of loans pursuant to Article 106 of Legislative Decree No. 385/1993 (TUB);

  • • doData, with the mission to provide business information and data quality management services specifically

    for non-performing loans;

  • • doValue Spain, of which it holds 100% of the capital from 24 October 2023; a company incorporated under Spanish law, active in the credit management and recovery businessdoValue Greece Real Estate, a company incorporated under Greek law, active in the real estate sector.

doValue also directly controls the following companies active in the debt management and collection business:

  • • doValue Special Projects Cyprus Limited in which it holds 94% of the capital 1

  • • doValue Greece, in which it holds 80 per cent of the capital2 .

doValue indirectly controls the following companies, which are also active in credit management and debt collection:

  • • doValue Portugal, Altamira Cyprus, Adsolum Real Estate, Team 4 Collection and Consulting S.L.U through doValue Spain, Arpitan Capital S.L. through Adsolum Real Estate and Zarco through doValue Portugal.

On the aforementioned subsidiaries, doValue exercises management and coordination activities pursuant to Articles 2497 et seq. of the Civil Code.

doValue holds direct minority stakes in:

  • 1 The remaining 6% of the share capital is held by doValue Spain.

  • 2 The remaining 20% of the share capital is held by Eurobank S.A..

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  • • QUERO QUITAR S.A. for a share of 11.46 % of the capital, a Brazilian fintech company operating in the field of digital collections;

  • • BidX1 Acquisitions Limited for a 17.70% stake in the capital, a UK company specialising in the promotion and execution of real estate transactions through real-time online auction processes.

Finally, doValue - through doNext - holds an indirect minority interest of 16% of the capital in Società Gestione Crediti Delta S.p.A. ('SGCD'), a company operating in the field of credit management and recovery in Italy.

Consistent with Principle I of the Corporate Governance Code, the Board of Directors exercises a fundamental role in guiding the Issuer with the aim of pursuing its sustainable success. In this regard, on 16 December 2021, the Board of Directors also assigned to the Risk and Related Party Transactions Committee the functions regarding sustainability, with the aim of receiving support from said Committee in the analysis of issues relevant to the pursuit of sustainable success understood as the generation of value in the long term for the benefit of shareholders, taking into account the interests of other stakeholders relevant to the Company. For a detailed analysis of the tasks and responsibilities of this committee, please refer to Section 9.2 of this Report.

doValue, as Issuer, falling within the public interest entities, submitted during the Year the Consolidated Statement on Non-Financial Information prepared in accordance with Legislative Decree 254/2016 for the financial year 2022 - which implements Directive 2014/95/EU - and the related Consob Implementing Regulation adopted by Resolution No. 20267 of 18 January 2018, approved by the Board of Directors on 23 March 2023.

doValue's Sustainability strategic guidelines are the result of a long journey started in 2016 by the Group, in cooperation with its Stakeholders.

doValue's focus on ESG issues is embodied in a strategy aimed at fostering financial inclusion and contributing to the sustainable development of the economic system.

Aware of the growing importance of ESG issues in the global economy and given the Group's strategic role in the sustainable development of the financial system, doValue is committed to integrating sustainability into its corporate strategy. In December 2021, the first Sustainability Plan and related Group Sustainability Policy was published, providing guiding principles for the social and environmental areas identified as priorities.

As of 31 December 2023, all targets set out in the 2021-23 Sustainability Plan have been met, confirming the Group's commitment to contribute to the achievement of the 17 Sustainable Development Goals (SDGs) identified in the United Nations 2030 Agenda.

During 2022-2023, dialogue with stakeholders was further developed to strengthen the relationship of trust built over time, expanding the categories of stakeholders involved in updating the Materiality analysis to identify the environmental, social and governance (ESG) priorities most relevant to the Group. doValue's operational excellence and concrete commitment to Sustainability is also demonstrated by the constant upgrades recognised by the main ESG Rating Agencies. At the following link the dedicated website pagehttps://dovalue.it/it/esg/rating-esg .

For the remuneration of directors and the related sustainability measures on the internal control and risk

9

management system, see Sections 8 and 9.

doValue, as of January 2023, was not included in the list of issuers of listed 'SME' shares, as defined pursuant to

Article 1(1)(w-quater.1) of the TUF and Article 2-ter of the Consob Regulation on Issuers, considering that its average market capitalisation during the year 2022 had exceeded the reference threshold of €500 million.

As of January 2024, the Company again qualified as an SME because the market capitalisation for the year 2023 (calculated in accordance with Article 2-ter, paragraph 1, of the Issuers' Regulation) was below the threshold stipulated in Article 1, paragraph 1, letter w-quater.1), of the Consolidated Law on Finance.

The Company's capitalisation as of 29.12.2023 was € 274.4 million, while turnover as of 31.12.2023 was approximately € 141 million.

This entails, among other things, raising the minimum threshold of relevant shareholdings, to be disclosed pursuant to Article 120 of the TUF, from 3% to 5% of the voting share capital.

doValue does not fall within the Corporate Governance Code's definition of a 'large company' nor within that of a 'concentrated ownership company'.

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doValue S.p.A. published this content on 29 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2024 16:09:04 UTC.