Exor

The role of the administrative, management and supervisory bodies

Composition of the Board of Directors

The Board of Directors is composed of 1 executive member and 9 non-executive members, totalling 10 Directors.

Gender composition

Of the nine Non-Executive Directors:

• 4 are female
• 5 are male

Considering both executive and non-executive directors, the Board is composed of:

• 40% female members
• 60% male members

Exor meets the Dutch Gender Diversity Act requirements (composition of non-executive directors to be at least 1/3 male and 1/3 female).

Independence

For the purposes of the Dutch Corporate Governance Code, six of the nine Non-Executive Directors (representing a majority) qualify as independent:

• Nitin Nohria
• Melissa Bethell
• Marc Bolland
• Laurence Debroux
• Sandra Dembeck
• Axel Dumas

The Non-Executive Directors Tiberto Ruy Brandolini d'Adda, Ginevra Elkann and Alessandro Nasi are considered non-independent. These three members belong to the Agnelli family, which controls Giovanni Agnelli B.V.

Board members and terms

The table below shows current Board composition, appointment dates and rotation:

Non-executive directors may be in office for a maximum of 12 years. For reappointment after eight years, reasons must be provided in the report of the non-executive directors. There is no maximum term for executive directors.

Sustainability-related expertise

All members of the ESG Committee have developed experience concerning the portfolio and the sustainability management, including overseeing pathways to Net Zero.

There is significant sustainability and business-conduct knowledge across Exor's Board of Directors and employees. This is further supported by accessing the knowledge present in the sustainability teams at the investee companies as well as Exor's network of expert advisors and consultants. Access to this knowledge helps Exor better identify, analyse and manage sustainability-related impacts, risks and opportunities.

Committees with sustainability oversight

ESG Committee

The Board of Directors has established the ESG Committee to supervise all relevant sustainability matters. The ESG Committee supports and assists the Board in managing environmental, social, corporate governance, and human capital issues.

Composition:

• Chair: Nitin Nohria (Exor's Chairman)
• Members: Melissa Bethell and Laurence Debroux
• Consists of at least three non-executive directors, with more than half required to be independent

Responsibilities:

• Monitoring and assessing the Company's sustainability strategy
• Overseeing the public disclosure of sustainability information
• Managing environmental impact and monitoring diversity, inclusion, and employee well-being initiatives
• Collaborating with the Audit Committee on sustainability risks and with the Compensation Committee on sustainability-related objectives
• Recommending criteria for the appointment of Directors
• Evaluating the performance of the Board and its members
• Proposing changes to the Board's composition to maintain a balance of skills, experience, and diversity

Meeting frequency: The ESG Committee meets twice a year but has the flexibility to schedule additional meetings when necessary. In 2024, extra meetings were held regarding the double materiality analysis and the first Sustainability Statement. The attendance rate for meetings in 2024 was 100%.

Audit Committee

The Audit Committee, in addition to its financial oversight responsibilities, collaborates with the ESG Committee on sustainability risks.

Composition in 2024:

• Chair: Laurence Debroux
• Members: Marc Bolland, Sandra Dembeck, Nitin Nohria

All members qualify as independent and the Board considers them to be financial experts.

Meeting frequency: The Audit Committee met 4 times as Audit Committee and once in a combined meeting with the ESG Committee during 2024. The average attendance rate was 100%.

Compensation Committee

The Compensation Committee collaborates with the ESG Committee on sustainability-related objectives and reviews Board remuneration, which may include sustainability considerations.

Composition in 2024:

• Chair: Marc Bolland
• Members: Axel Dumas, Nitin Nohria

All members were independent in accordance with the Dutch Corporate Governance Code.

Meeting frequency: In 2024, the Compensation Committee met three times with an average attendance rate of 89%.

Board responsibilities and oversight

The Board of Directors is responsible for Exor's overall strategy, including sustainability-related issues and business conduct. It oversees progress on Exor's three sustainability passions (emissions reduction, education, and diversity & inclusion) and reviews and approves sustainability statements, including relevant impacts, risks, and opportunities.

The Board of Directors is responsible for:

• Designing, monitoring and reporting on the effectiveness of the company's Enterprise Risk Management (ERM) system
• Identification of risks to which Exor and its consolidated subsidiaries are exposed
• Making determinations at least annually regarding each Director's independence and Related-Party Conflicts
• Approval of the consolidated financial statements, which include the Company's sustainability reporting

Frequency of sustainability discussions

The ESG Committee receives updates at least twice annually from the Exor team on sustainability-related items. The Board of Directors receives updates at least annually both from the ESG Committee and Exor's Leadership Team on topics such as material impacts, risks, opportunities, due diligence implementation, and the outcomes and effectiveness of policies, actions, metrics, and adopted targets.

Over the course of 2024, the ESG Committee received updates on:

• Exor's progress and evolution of its sustainability strategy
• Annual update on sustainability actions, targets, and performance of investee companies with value greater than 1% of Exor's GAV
• Presentations from partners related to Exor's initiatives (e.g., Fondazione Agnelli on Matabì)
• Sustainability-linked compensation items
• Exor's sustainability-related reporting

In 2024, for the first year of ESRS reporting:

• The Board of Directors, ESG Committee and Audit Committee were all involved in the process
• They reviewed and approved the list of material impacts, risks and opportunities from the Double Materiality Assessment
• Members of both Audit and ESG Committees reviewed the material included in Exor's sustainability reporting
• The Audit Committee provided a recommendation to the Board of Directors for approval of the Sustainability Statement
• The Board of Directors approved the first double materiality analysis

Specific roles assigned

Chief Operating Officer (COO): Exor's COO interacts with the ESG Committee and is responsible for sustainability matters.

Exor Leadership Team: Responsible for implementing the sustainability strategy within Exor, including controls and procedures to manage impacts, risks and opportunities as well as for defining the actions to be implemented to meet the underlying objectives and targets. Management is supported by a transversal group of managers and employees across functions, who are responsible for the day-to-day duties related to Exor's sustainability projects.

Board meetings in 2024

In total five Board of Directors meetings were held in 2024. The Board discussed, reviewed and decided on topics including:

• General state of the economy
• Strategy of the Company
• Portfolio review process
• Long-term value creation
• Cash and debt management
• Company's Full and Half-Year financials and reporting as investment entity
• Company's 2024 objectives
• 2024 risk assessment
• Values and purposes for the coming years
• Implementation of and preparation for reporting following from the CSRD, including the double materiality analysis
• Path to Greatness
• Evaluation of the functioning of the Board, its members and its Committees

Board meeting attendance in 2024:

Independence and effectiveness arrangements

Diversity Policy: The Board of Directors has adopted a diversity policy regarding diversity in education, gender (composition to be at least 1/3 male and 1/3 female), background, knowledge, expertise and work experience. The Board aims to continue the balance with a minimum of 1/3 female and 1/3 male representatives.

Evaluation: Annually, under the oversight and responsibility of the Compensation Committee and of the Chairman/Senior Non-Executive Director, the Board of Directors evaluates and discusses its own functioning and performance, the functioning of its Committees and its individual Directors.

In 2024, the evaluation consisted of:

• Self-assessment facilitated by written questionnaires
• Individual conversations between the Chairman and each Director
• Assessment and discussion in the Compensation Committee
• Detailed discussion in Board of Directors meeting

The overall conclusion on the composition and functioning of the Board is good to excellent. The Board would like to continue improving the long-term strategic conversations on the portfolio of Exor.

Conflict of Interests: A Director of the Company is not allowed to participate in discussions or decision-making within the Board of Directors if with respect to the matter concerned he or she has a direct or indirect personal interest that conflicts with the interests of the Company.

Each Director must annually assess in good faith whether he or she:

• Is independent (as referred to in best practice provision 2.1.8 of the Dutch Corporate Governance Code)
• Would have a Conflict of Interests in connection with any transactions between the Company and a significant shareholder or related party

Board Regulations: The Board of Directors has adopted internal regulations governing the operating of the Board and its Committees internally, containing provisions concerning meeting procedures, decision-making process, conflicts of interests, related-party conflicts and relationship with shareholders. These regulations are publicly available on the Company's website.

Integration of sustainability-related performance in incentive schemes

Overview

The remuneration of Executive Directors and management is subject to Exor's achievements, which include those related to sustainability, and is periodically reviewed by the Compensation Committee which assesses the adequacy of the performance measures used to support sustainable long-term value creation.

The objective of Exor's Remuneration Policy, approved and adopted by the general meeting of shareholders held on 28 May 2024, is to provide a compensation structure that allows the Company to attract, retain and motivate the most highly qualified executives to promote the growth and sustainable success of the Company and its business and that creates long-term value for shareholders and other stakeholders in a manner consistent with the Company's core business and leadership values.

Covered roles

The remuneration policy applies to Executive Directors and management.

Components of executive remuneration

Executive remuneration may consist of the following primary components:

• Base salary
• Short-term incentive
• Long-term incentive
• Retirement and other benefits

Sustainability KPIs and weighting

Each year Executive Directors may be awarded short-term and long-term incentives, depending on the performance during the relevant timeframe, including in relation to non-financial metrics such as sustainability measures.

For the 2024 long-term incentive plan:

• Two sustainability components were integrated, each with a weighting of 10% (representing 20% of the total long-term incentive component)
• One component was linked to Exor's flagship education initiative Matabì, which is carried out in collaboration with Fondazione Agnelli
• The other was linked to the quality of the CSRD reporting

Performance metrics definition and governance

Sustainability measures are usually considered through:

• The use of benchmarks
• Monitoring of trends via input from external consultants
• Discussions between Exor's Leadership Team and the Compensation and ESG Committees before then with the Board of Directors

These metrics are defined at the beginning of the year and are rooted in the strategic plan of the Company.

Governance and conflict of interest management

The Compensation Committee is responsible for submitting a clear and understandable proposal to the Board concerning the Executive Directors remuneration policy. The Board determines the compensation for the Executive and Non-Executive Directors of the Company in accordance with this Policy.

To avoid any conflicts of interest, the Compensation Committee meetings usually include a 'closed' session, during which only members of the Compensation Committee are present and the other meeting attendees, including Executive Directors, are requested to leave. In this way, Executive Directors, other Board members and other meeting attendees are not involved in any decisions and are not present at any discussions regarding their own remuneration to avoid any conflicts of interest.

Review and oversight

At least once every four years, the Committee will review the adequacy, overall coherence and effective application of the Policy and make recommendations to the Board in respect of any proposed changes, after which it will be submitted for approval to the general meeting of shareholders.

The ESG Committee collaborates with the Compensation Committee on sustainability-related objectives.

Additional information

Remuneration related to sustainability metrics and additional information on the incentive scheme can be found in the Remuneration Report, reported on page 151 (ESG Targets reported at page 156) and the Remuneration Policy available on the corporate regulations page of Exor's website.

Strategy, business model and value chain

Description of products/services and key markets

Exor is headquartered in Amsterdam, the Netherlands, listed on Euronext Amsterdam and included in the AEX Index. Its Gross Asset Value (GAV) and Net Asset Value (NAV) amounted to approximately €42 billion and €38 billion at 31 December 2024, respectively, and it is one of Europe's largest investment holding companies.

Most of Exor's investments are in leading global companies, both public and private, in which it is often the largest shareholder and the investments are held for capital appreciation, often for long-term periods in accordance with Exor's portfolio review process.

Exor's Sustainability Statement has been prepared on a consolidated basis consistent with the scope of consolidation presented in the consolidated financial statements at and for the year ended 31 December 2024. Following the classification of Exor N.V. as an investment entity, the scope of consolidation is based on Exor N.V.'s company level and is comprised of Exor N.V. and the subsidiaries that provide investment-related support services to Exor, including Exor Nederland N.V. (the Netherlands), Exor S.A. (Luxembourg), Ancom USA Inc. (USA), Exor SN LLC (USA) and Exor Investments Limited (UK).

Exor has a lean organisational structure at holding company level, employing 23 people at 31 December 2024.

Significant groups of products/services and their share of revenue

As an investment entity, Exor's revenue is primarily derived from dividends and changes in the value of its investment portfolio. Specific revenue breakdown by product/service groups is not disclosed.

Significant markets/geographies

All employees are based in Europe. Exor has offices in Amsterdam (Netherlands), Luxembourg, United Kingdom and the United States.

Exor's main investee companies operate across diverse geographies:

Ferrari: Among the world's leading luxury brands focused on the design, engineering, production and sale of luxury performance sports cars. Listed on the New York Stock Exchange and Euronext Milan.

Stellantis: One of the world's leading automakers and a mobility provider, with operations across the US, EU, Brazil, and Mexico. Listed on the New York Stock Exchange, Euronext Paris and Euronext Milan.

Royal Philips: A leading health technology company with global operations. Listed on Euronext Amsterdam and the New York Stock Exchange.

CNH: A world-class agriculture, construction and services company. Listed on the New York Stock Exchange.

Institut Mérieux: An independent family-owned company dedicated to the fight against infectious diseases and cancers, with global operations.

Number of employees by geography

At 31 December 2024, Exor employed 23 people, all based in Europe.

Total revenue by significant ESRS sustainability matter

Not disclosed.

Sustainability-related goals embedded in the business model

Exor's purpose and values

Exor's purpose is to build great companies. Through doing this, it creates opportunities for talented people, makes a positive contribution to society and delivers superior returns to its investors. It defines great companies as those that are not only distinctive in what they do, but also seek renewal and change, act in a responsible way and perform to the highest standards.

Sustainability strategy

Exor publicly communicated its sustainability strategy in November 2021 at the Exor Investor Day, prior to which the strategy was presented to the ESG Committee and approved by the Board of Directors.

Exor believes that, to act in a responsible way, great companies should:

• Have a clear set of foundations in place, with sound governance, policies and controls (the 'Foundations')
• Set goals and make progress on a discrete set of sustainability issues that are relevant both to the business and where it can have a meaningful impact (the 'Passions')
• Clearly and transparently communicate both their commitments to acting responsibly and their progress against these commitments (the 'Communication')

Exor's three passions:

1. Reducing emissions: Exor encourages companies to set reduction targets for Scope 1 and 2 emissions, and to measure Scope 3 emissions. Exor reached and maintained carbon neutral status in 2023.

2. Education: Support employees' development by providing world-class learning opportunities and tracking progress.

3. Diversity and inclusion: Commit to maintaining a 40/60 gender balance within Exor and considering diverse candidates for all new appointments.

Exor's governance framework:

• Board Structure: Create effective board structures with appropriate size, committees, and meeting schedules
• People: Choose the right directors with appropriate diversity and expertise
• Process: Incentivise and improve board performance through assessment, remuneration, and clear director terms

Description of the upstream and downstream value chain

Upstream activities include procurement and investor relations, including a limited number of suppliers of goods and services (e.g. office equipment, consultancy companies, etc).

Downstream activities refer to activities that take place at the investee companies' level.

For reporting purposes, given Exor's lean structure of 23 employees at 31 December 2024 and the particular nature of the value chain, the upstream value chain was deemed as less relevant compared to the downstream value chain in terms of impacts, risks and opportunities. The upstream value chain mainly relates to the provision of goods and services to the Company, which, given its size, are very limited. The downstream value chain is significant in terms of impacts, risks and opportunities due to the size and nature of investments and Exor's activity as an investor.

Upstream                   Own Operations              Downstream

Goods and services         Exor offices                Investee companies
suppliers

Investors                  Workforce

Approach to downstream value chain

The Sustainability Statement covers Exor's own operations and its downstream value chain. Due to Exor's nature as an investment entity, the impacts, risks and opportunities arising from Exor's investment in its investee companies are analysed as part of Exor's value chain in terms of business relationships while its own operations relate to Exor and the subsidiaries that provide investment-related support services. Value chain operations relate only to the investee companies and not the value chain of the investee companies themselves.

Exor is often the largest shareholder in its investee companies and is represented on their respective boards. To pursue its purpose of building great companies, Exor uses its influence on the board of its investee companies to act as a "critical friend" and helps build strong boards that can provide direction, expertise, support and challenge to management teams. Exor is not involved in the day-to-day management of its investee companies and respects their autonomy.

Considering how Exor interacts with its investee companies and the diverse nature of its portfolio in terms of sectors and subsectors, Exor does not have specific policies, actions or targets (PAT) for its investee companies (value chain). Instead, Exor looks to encourage its investee companies to have robust processes in place, where relevant, on certain sustainability topics.

The disclosure for the downstream value chain summarises the status of the PAT of the main listed investee companies who operate in the most significant sectors for Exor, on topics they have deemed to be material. The disclosures extend to Ferrari, Stellantis, CNH, Philips and Iveco Group (5 investee companies) which in aggregate represent 77% of Exor's total GAV and 88% of the GAV section referred to as Companies at 31 December 2024.

Key inputs and outputs

Key inputs for Exor's own operations include:

• Procurement of goods and services (office equipment, consultancy services)
• Human capital (23 employees at 31 December 2024)
• Investor capital

Key outputs for Exor's own operations include:

• Investment returns to shareholders
• Dividend payments
• Value creation through building great companies

For the downstream value chain (investee companies), key inputs and outputs vary by sector and company but generally include manufacturing facilities, raw materials, energy, workforce, and outputs include vehicles, medical equipment, agricultural equipment, luxury goods, and related services.

Interests and views of stakeholders

Exor strongly believes in maintaining a continuous dialogue with internal and external stakeholders. At the company level, the views of major stakeholder groups have been gathered using the engagement methods described below. Stakeholders are engaged for different purposes, as described in the table below.

Identified stakeholder groups and engagement methods

Integration of stakeholder views

Exor is committed to:

• Maintaining a regular dialogue with each of these stakeholder groups;
• Incorporating the needs and perspectives of Exor's stakeholders to generate value, shape the strategy and sustainability approach and support the identification of impacts, risks, and opportunities;
• Being clear about its purpose, its values and its priorities both internally and externally;
• Providing relevant information to each stakeholder group, while being accessible and responsive;
• Promoting transparent capital markets, while aligning to best practices and disclosing information in an accurate, complete, balanced and reliable manner.

The ESG Committee is informed twice a year on the progress of Exor's sustainability strategy and its various components. At these meetings, Exor presents the views and interests of stakeholders as part of its updates and, on occasion, invites stakeholders as guest presenters on certain topics. The Board of Directors also receives an annual update on Exor's sustainability strategy which presents the views and interests of stakeholders.

With reference to the employees category, they are regularly engaged through an annual anonymous employee engagement survey, the annual Exor Day (an inclusion event that brings together all employees from all Exor offices) and individual feedback sessions between managers and the respective teams they oversee.

Stakeholder engagement in double materiality assessment

During the double materiality process, Exor consulted and involved a cross-functional set of employees in all steps of the process in order to guarantee the engagement of key internal stakeholders from the reporting, investments and legal teams as well as Exor's CFO and COO.

Following the drafting of the DMA, stakeholder engagement, through specific interviews, was performed with a wider set of employees across all levels of the Company, investee companies beyond the five largest public ones and institutional investors in Exor to validate the results of the DMA through CSRD-focused interviews. The aim was to help ensure that the results accurately reflected the expectations and needs of various relevant stakeholder groups. The stakeholder engagement performed confirmed the initial results of the DMA and no new IROs or changes to material topics were identified.

In the perspective of continuous improvement of the double materiality process that was carried out for the first time for the preparation of this Sustainability Statement, Exor will reflect on how to update the DMA analysis and structure a formal stakeholder engagement as an annual process given that it will refresh the double materiality assessment and review sustainability-related IROs on an annual basis.

Governance consideration of stakeholder interests

In the performance of its tasks, the Board of Directors is guided by sustainable long-term value creation and takes into consideration the stakeholder interests that are relevant in this context.

The Non-Executive Directors are guided by the interests of the Company and its affiliated enterprises and consider the internal and external stakeholder interests that are relevant in this context.

Material impacts, risks and opportunities and their interaction with strategy and business model

Overview

Exor has established the appetite in line with Exor's risk universe and main risk categories, identifying its overall risk capacity and appetite position. Risk metrics for each risk category have been identified in order to put in place monitoring activity and corrective mitigation actions, if needed.

As a part of the 2024 risk assessment process, that was also an input for the double materiality assessment performed for the Sustainability Statement, management performed an update of the previous Risk Assessment. Based on the potential business impact and likelihood of occurrence, as well as existing and/or planned countermeasures (mitigating actions) the risks have been reviewed and updated where needed.

The risk impact could result in a material direct or indirect adverse effect on its business, operations, financial condition and performance, reputation and/or other interests. The results of this assessment were presented to the Audit Committee on 23 September 2024 and to the Board of Directors on 25 November 2024.

List of Material IROs

The outcome of the double materiality assessment identified a number of material IROs across Exor's own operations and the downstream value chain, related to seven ESRS topics. The material IROs are grouped and categorised into the following seven material topics:

i. Emissions reduction and climate change; ii. Environmental impacts across the value chain; iii. Exor employees; iv. Diversity and inclusion; v. Working conditions in the value chain; vi. End users in the value chain; and vii. Corporate culture and business ethics.

Detailed Material IROs by Topic

1. Emissions reduction and climate change (E1 Climate Change)

Impacts:

• Negative actual impact in the value chain: GHG emissions generated by the motor vehicle sector contributing to climate change (including resource extraction and production of materials, transport, industrial processes, GHG emissions from the vehicles sold and the vehicles' end of life). (Short-Medium-Long term)

• Positive actual impact in the value chain: reduction of CO2 emissions through the sale of alternative products and services and low-carbon vehicles (batteries, alternative fuels, etc.). (Short-Medium-Long term)

Risks:

• Risk in own operations: investment entities whose investments are in high-emissions sectors can potentially risk poorer investment returns as markets and regulations transition to a greener economic model. Other potential factors that could lead to weaker investment returns include technological shifts, fluctuations in supply and demand and policy changes. (Short-Medium-Long Term)

• Risk in the value chain: business interruptions, loss in revenues, reduced product availability and an increase in repair costs or damaged buildings at an investee level caused by extreme weather events (hurricanes and floods) as well as longer shifts in climate patterns potentially leading to droughts, heat waves and water stress. (Short-Medium term)

• Risk in the value chain: reputational damage and loss of financial support due to failure to meet stakeholders' increasing expectations related to climate commitments and transparency of investee companies, also caused by delays in securing carbon removal technologies and new technology for electrification. (Medium-Long term)

Opportunities:

• Opportunity in the value chain: the increasing customer demand and regulatory requirements for energy-efficient vehicles and equipment with a lower environmental impact may lead to expanded market share and revenue growth for investee companies. (Short-Medium-Long term)

2. Environmental impacts across the value chain (E2 Pollution, E5 Circular economy)

Pollution (E2):

• Risk in the value chain: environmental and health issues caused by the air pollution related to operations at investee-company level, especially related to industrial processes. (Short-Medium-Long Term)

• Risk in the value chain: the emergence of laws regarding the use of harmful substances in consumer products of manufacturing/industrial investee companies may lead to increased regulatory oversight and financial losses due to reputational harm. (Short-Medium-Long Term)

Circular Economy (E5):

• Positive actual impact in the value chain: sourcing through the use of bio-sourced materials, recycled materials and materials of natural origin reducing resource depletion, such as use of water, deforestation and impact on local wildlife by embedding circular economy practices (e.g. marketing reconditioned products, reducing waste and resource extraction, also through repair, remanufacturing, reuse, recycling, revalorisation) (Medium-Long-Term)

• Negative actual impact in the value chain: generation of waste linked to operational processes at investee companies, including hazardous waste and generation of plastics, packaging, electronic waste, deriving from own operations and upstream activities. (Short-Medium Term)

3. Exor employees (S1 Own Workforce)

Impacts:

• Positive actual impact in own operations: equal opportunity for development within the Company by ensuring a healthy and safe working environment and a balanced work-life balance. (Short-Medium Term)

Risks:

• Risk in own operations: loss of key employees leading to a shortage of skills and knowledge gaps. (Short-Medium-Long Term)

Opportunities:

• Opportunity in own operations: positive word of mouth and strengthening reputation as an attractive employer, resulting in higher workforce engagement, retention and easier attraction of new talented employees. (Short-Medium Term)

4. Diversity and inclusion (S1 Own Workforce)

Impacts:

• Positive actual impact in own operations: the Company contributes to diversity and inclusion by implementing a specific recruitment approach and having an organizational culture aimed at ensuring that employees feel welcome and valued (Short-Medium-Long Term)

Opportunities:

• Opportunity in own operations: benefits from a wide pool of perspectives and skills from diverse resources which leads to improved decision making and higher levels of creativity and innovation. (Short-Medium-Long Term)

5. Working conditions in the value chain (S2 Workers in the Value Chain)

Impacts:

• Negative actual impact in the value chain: health and safety issues among workers within the value chain related to workplace accidents and occupational diseases. (Short-Medium Term)

Risks:

• Risk in the value chain: financial and reputational risks due to insufficient worker health and safety standards at investee companies, including fines, lawsuits, diminished brand reputation and a negative employee sentiment. (Short-Medium Term)

6. End users in the value chain (S4 Consumers and End-users)

Impacts:

• Negative actual impact in the value chain: health and safety issues that can arise from using products or services offered by investee companies which could lead to death, illness or injury. (Short-Medium Term)

Risks:

• Risk in the value chain: occurrence of product recalls and related reputational damage due to potential accidents or injuries from defective products to end-users. (Short-Medium Term)

7. Corporate culture and business ethics (G1 Business Conduct)

Impacts:

• Positive actual impact in own operations: strong code of conduct, values and integrity and through the board presence at investee companies (governance) acting as a "critical friend". (Short-Medium-Long Term)

Risks:

• Risk in own operations: deficiencies in business conduct and/or reputational damage as a result of failing to prevent, detect and address alleged instances of misconduct among employees through the whistleblowing procedures. (Short-Medium Term)

• Risk in the value chain: financial and reputational risks due to poor governance/anti-corruption at investee companies, including risks of bribery, fraud, political contributions, lobbying and responsible tax practices, and lack of whistleblowing mechanisms. (Short-Medium Term)

Risk Management and Key Risks

The table below highlights the risks and uncertainties that the Company may encounter, which could significantly affect its results and/or financial position should any of these risks materialize. The overview of the main risks identified includes also the related mitigant activities in place. The sequence in which these risks are presented does not reflect any order of importance, likelihood or materiality. The risks listed and the response plans are not exhaustive and may be adjusted from time to time.

Interaction with Strategy and Business Model

Exor's purpose is to build great companies. Through doing this, it creates opportunities for talented people, makes a positive contribution to society and delivers superior returns to its investors. It defines great companies as those that are not only distinctive in what they do, but also seek renewal and change, act in a responsible way and perform to the highest standards.

To pursue its purpose of building great companies, Exor plays an active role within the governance of its investee companies, acting as a "critical friend" and encouraging investee companies to increase their performance on all the dimensions of greatness, while also being supportive when required.

It does this both directly through positions it holds on the boards of directors of its investee companies and by helping to build strong boards that can provide direction, expertise and challenge to management teams. Exor also promotes and creates strong governance that (i) allows diversity of thinking, (ii) fosters a culture with clarity of purpose and (iii) appoints leaders that embody its values.

Considering how Exor interacts with its investee companies and the diverse nature of its portfolio in terms of sectors and subsectors, Exor does not have specific policies, actions or targets (PAT) for its investee companies (value chain). Instead, Exor looks to encourage its investee companies to have robust processes in place, where relevant, on certain sustainability topics.

Topics Assessed as Not Material

The ESRS topics of Water and Marine Resources, Biodiversity and Ecosystems and Affected Communities were not identified as material, as their related IROs did not exceed the threshold.

• Water and Marine Resources (E3) has been evaluated as not relevant since water consumption in business as usual of the sectors in which Exor's main investees operate is not significant.

• Biodiversity and Ecosystems (E4) has been evaluated as not relevant since the sites of Exor's main investees are not located in or near biodiversity-sensitive areas.

• Affected Communities (S3) has been evaluated as not relevant since Exor's business model does not impact or is not impacted by local communities. Moreover, investee companies operations do not need licences to operate for their business as usual and do not have a significant impact on communities.

Resilience Analysis

There are no current financial effects from material risks and opportunities on Exor's financial position, financial performance and cash flows.

For the resilience analysis conducted in relation to climate change, please refer to section 2.2 Emissions reduction and climate change. No other topic has been covered by a resilience analysis.

Description of the process to identify and assess material impacts, risks and opportunities

Overview of the double materiality assessment process

Exor's materiality assessment was conducted through a comprehensive process that aimed to identify, assess and prioritise both potential and actual impacts on people and the environment (inside-out approach), as well as risks and opportunities that may in turn have a financial effect on the company (outside-in approach).

The DMA was carried out with a systematic process starting with a regulatory context analysis to outline how to apply CSRD reporting to an investment entity. Then a benchmark analysis was conducted on peers and best practitioners in order to identify the main themes applicable to Exor as an investor. Focus was also given to assessing Exor's value chain through its activities, geographies, business relationships and its main stakeholders such as its investee companies.

Step-by-step methodology

Based on these results, a list of potential relevant impacts, risks and opportunities (IROs) for Exor's own operations and value chain were identified. As Exor is an investment entity, its own operations refer to Exor and its subsidiaries that provide investment-related support services, which is consistent with the Company's financial reporting. For value chain operations, the focus of the DMA was mainly on the downstream value chain related to Exor's investee companies arising from Exor's role as an investment entity. The downstream value chain relates only to the investee company and not the value chains of the investee companies themselves. The upstream value chain activities, as described above, were deemed irrelevant from a materiality perspective and therefore excluded.

Inputs to the assessment

Regulatory context analysis: To outline how to apply CSRD reporting to an investment entity.

Benchmark analysis: Conducted on peers and best practitioners in order to identify the main themes applicable to Exor as an investor.

Value chain mapping: Assessed Exor's value chain through its activities, geographies, business relationships and its main stakeholders such as its investee companies.

Primary sources from investee companies: Where applicable, primary sources of information were used from investee companies, who had already performed their own DMAs. In particular, the results of the DMAs from the five largest public investee companies that represented 77% of the total GAV at 31 December 2024 were analysed and taken as primary data. This primary data covered the following ESRS sectors: Motor Vehicles and Medical Instruments.

Sector data: For the remaining sectors in the portfolio where primary information was not available (Recreation and Leisure, Textiles, Accessories, Footwear and Jewellery and Information Technology), IROs were selected based on what was assessed from SASB and MSCI Materiality Matrix.

Identification of IROs for the value chain

With regard to the identification process of IROs for the downstream value chain, it is important to note that the approach considered Exor's role as an investor in the investees, in line with its investment entity status. Exor has screened and analysed the business activities, operations and sectors of its main investee companies in order to identify actual and potential impacts, risks and opportunities in its downstream value chain, in particular related to climate change, pollution, water resource, biodiversity, circular economy and governance. Investee companies were analysed by sector.

Given Exor's large portfolio, it is clear that Exor has not directly performed technical analysis on environmental and governance impacts, risks and opportunities at investee level, except from climate change, however it relied on primary sources from the main investee companies and from sector data.

Risks and opportunities were identified starting from impacts and dependencies on resources and relationships, and in line with Exor's risk assessment and prior year TCFD reports.

Scoring criteria for impact materiality

When assessing impact materiality, Exor addressed:

• Actual and potential negative impacts: Based on an average scoring of their scale, scope and irremediable character multiplied by likelihood. In the specific case of potential negative impacts on human rights, the scale was weighted as a more important factor than likelihood.

• Positive impacts: Using an average scoring of their scale and scope multiplied by likelihood.

Scoring criteria for financial materiality

When assessing financial materiality, Exor addressed likelihood and magnitude (including the nature of the financial effects of the identified risks and opportunities), in line with the methodology and assessment used in Exor's risk assessment and prior year TCFD reports. In performing the overall risk assessment sustainability-related risks were evaluated in the same manner as other risks to which Exor is exposed without giving a higher level of priority.

Exor's risk assessment does not yet integrate all of the risks identified in the DMA process, however in the future an alignment exercise will be conducted.

Weighting for value chain

Impacts, risks and opportunities scoring regarding the value chain were weighted based on the portion of the GAV of the sector that the IRO was relevant to.

Threshold for materiality

Both the impact and financial materiality assessments used a scale of 1 to 5. Using a quantitative threshold of 12.5 for both perspectives (out of 25), Exor determined the relevant IROs for Exor's own operations and value chain and mapped them to the appropriate sustainability matter for reporting purposes.

Stakeholder consultation

During the double materiality process, Exor consulted and involved a cross-functional set of employees in all steps of the process in order to guarantee the engagement of key internal stakeholders from the reporting, investments and legal teams as well as Exor's CFO and COO.

Following the drafting of the DMA, stakeholder engagement, through specific interviews, was performed with a wider set of employees across all levels of the Company, investee companies beyond the five largest public ones and institutional investors in Exor to validate the results of the DMA through CSRD-focused interviews. The aim was to help ensure that the results accurately reflected the expectations and needs of various relevant stakeholder groups. The stakeholder engagement performed confirmed the initial results of the DMA and no new IROs or changes to material topics were identified.

Frequency / when last reviewed

Exor will reflect on how to update the DMA analysis and structure a formal stakeholder engagement as an annual process given that it will refresh the double materiality assessment and review sustainability-related IROs on an annual basis.

The process and results of the DMA were presented to a combined Audit and ESG Committee on 22 November 2024 and were then approved by the Board of Directors on 25 November 2024.

Governance oversight

The Audit Committee is responsible for overseeing the sustainability reporting process and approves the double materiality assessment process carried out by the company.

In addition, Exor will evaluate whether specific internal control procedures for the sustainability reporting are required.

Future improvements

In the perspective of continuous improvement of the double materiality process that was carried out for the first time for the preparation of this Sustainability Statement, Exor will reflect on how to update the DMA analysis and structure a formal stakeholder engagement as an annual process given that it will refresh the double materiality assessment and review sustainability-related IROs on an annual basis.