The Control, Risks and Sustainability Committee appointed by the Board of Directors on 24 April 2024 consists of three non-executive directors of which two independent, including the Chairman:

Members of the committee hold office until the expiry of their mandate as directors and, therefore, until approval of the financial statements for the year ending 31 December 2026.

The Control, Risks & Sustainability Committee performs advisory and recommendatory functions for the Board of
Directors and, through appropriate preparatory work, supports the assessments and decisions of the Board of
Directors with regard to the fitness for purpose of the internal control and risk management system, and the definition
of the system guidelines as well as guidelines for the approval of the financial reports.

The Committee monitors the efficiency and effectiveness of corporate processes, the reliability of financial
information, compliance with laws and regulations and protection of corporate assets, sustainability issues connected
with the company’s operations and relations with all stakeholders.

The Committee coordinates its activities, within its sphere of competence, with the activities of the Board of Statutory
Auditors, the independent auditors, the Head of the Internal Audit Function and also with the Director in charge of
the internal control and risk management system and the Manager in charge of preparation of the corporate
accounting documents.

The Board of Directors has tasked the Control, Risks & Sustainability Committee with the following functions and
duties:

  • after consulting the Manager in charge of preparation of the corporate accounting documents, the independent
    auditors and the audit body, to assess that the accounting principles are used correctly and consistently in the
    preparation of the separate financial statements and the consolidated financial statements;
  • to assess that the periodic financial and non-financial information correctly represents the business model,
    the company’s strategies, the impact of its activities and its performance;
  • to examine the content of the periodic non-financial information of significance for the internal control and risk
    management system;
  • to express opinions on specific matters relating to identification of the main company risks and to support the
    assessments and decisions of the Board of Directors as regards management of risks arising from detrimental
    facts that have come to its knowledge;
  • to examine the periodic reports and those of particular significance drawn up by the Internal Audit function;
  • to monitor the independence, adequacy, effectiveness and efficiency of the Internal Audit function;
  • to report to the Board of Directors, at least at the time of approval of the annual report and the half-year financial report, on the activities performed and the adequacy of the internal control and risk management system.

In 2025 the Control, Risks & Sustainability Committee held 10 meetings coordinated by the Committee Chair and
duly minuted, with an average duration of 1.5 hours, with the participation from time to time of the members of the
Board of Statutory Auditors and the Head of the Internal Audit Function; it also met with the Deloitte Risk Advisory
consultancy firm, the Ernst & Young auditing firm for the 2019-2027 nine-year engagement, and the heads of some
Company functions.

During 2025, the Control, Risks & Sustainability Committee:

  • approved the 2025 annual Internal Audit activities program for the Company and its subsidiaries drawn up by
    the Head of the Internal Audit Function and verified its implementation;
  • carried out the testing activities within the framework of the compliance under Law 262/2005 of the “Accounting” process (Accounts Closure and Consolidation) relating to the 9 companies in scope in 2025;
  • analysed the work performed by Internal Audit in 2025, agreeing with the recommendations made and proposing recommendations of its own. It examined the structure and activities of Internal Audit, also to provide support for the supervisory bodies of the Parent Company and the subsidiaries;
  • examined the preliminary analysis illustrated by corporate management and approved the impairment testing procedure for the separate financial statements as at and for the year ended 31 December 2024 adopted by the Company, noting that the final measurements and valuations relating to the eventual impairment of tangible and intangible assets and equity investments would be the subject of specific examination and approval by the Board of Directors;
  • reviewed risk reporting as at 31 December 2024;
  • examined the 2024 annual report and the 2025 first-semester report on the Committee’s activities during the
    above-mentioned periods and found no anomalies;
  • analysed the results of the Risk Assessment; the scope of activity covered both the Parent Company and the
    Italian subsidiaries;
  • took note of the Annual Report on the activities of the Internal Audit Function prepared by the Head of Internal
    Audit;
  • analysed the findings of the independent auditors in the report on the key issues that emerged during the audit. No failings were observed in the internal control system in terms of financial disclosure, and there were no uncertainties worthy of note regarding business continuity;
  • Acknowledged the report of the executive in charge of preparation and certification of the annual and consolidated financial statements, with results of the testing activities of Law 262/2005;
  • took note of the Sustainability Report 2024 pursuant to Legislative Decree No. 125/2024 and the general elements of the relevant internal control system;
  • reviewed the activities related to the Corporate Sustainability Reporting Directive (CSRD) and the organisation of the internal control system and related procedure;
  • held meetings with company managers to discuss matters relating to their specific areas of business;
  • met with the heads of some of the company’s business functions;
  • took note of the litigation situation and the resulting legal, administrative, criminal and labour law risks;
  • met with the Data Protection Officer of Arnoldo Mondadori Editore S.p.A. and its subsidiaries;
  • analysed the purchase price allocation process for Star Shop Distribuzione S.r.l., Chelsea Green Publishing Company (US) and Fatto in Casa da Benedetta S.r.l.;
  • took note of organisational updates and projects related to the Compliance Department;
  • reviewed the report of the Supervisory Board of the Company for the year 2024;
  • took cognisance of the update to 2024 Management activities