Exor NV

The role of the administrative, management and supervisory bodies

Reference: pages 73-74.

The Board is composed of 1 executive director and 9 non-executive directors (40% female, 60% male across the full Board); of the 9 non-executive directors, 6 (60%) are independent under the Dutch Corporate Governance Code (page 73).

The Board is responsible for Exor's overall strategy, including its approach to sustainability and business conduct; it "reviews and approves sustainability statements, and addresses the material sustainability-related impacts, risks and opportunities." The Board established an ESG Committee (at least 3 non-executive directors, majority independent) that "supports and assists it in managing environmental, social, corporate governance, and people topics," interacting with the CFO, who is "responsible for sustainability matters" (page 73).

There is no employee representation on the Board, but employee views "are taken into consideration during the meetings of both the ESG Committee and the Board" (page 73). Day-to-day implementation sits with Exor's management, "supported by a transversal group of managers and employees across functions" (page 74).

Information provided to and sustainability matters addressed by the administrative, management and supervisory bodies

Reference: page 74.

"The Board receives annual updates from the ESG Committee and Exor's management on material ESG topics, due diligence, and the effectiveness of the Company's sustainability strategy." The ESG Committee itself "is informed twice a year on the progress of Exor's sustainability strategy and its various components" (page 74, 77).

For the second year of ESRS reporting, the Board, the ESG Committee and the Audit Committee have been fully involved in the process and have reviewed and approved the list of updated material impacts, risks and opportunities that resulted from the Double Materiality Assessment. The Audit Committee provides a recommendation to the Board for approval of the Sustainability Statement (page 74). The DMA process and results specifically were presented to a joint Audit Committee/ESG Committee meeting on 19 November 2025 and approved by the Board on 17 December 2025 (page 79).

Integration of sustainability-related performance in incentive schemes

Reference: pages 74-75.

Remuneration of the executive director and certain employees is "subject to Exor's achievements, which include those related to sustainability," periodically reviewed by the Compensation Committee "which assesses the adequacy of the performance measures used to support sustainable long-term value creation" (page 74).

"For the 2025 incentive plan, no sustainability components were considered." "Exor does not have a sustainability-related performance incentive scheme linked to GHG emissions." Any short- and long-term incentives tied to non-financial metrics "can include strategic, operational and ESG measures," per the remuneration policy on Exor's website (page 75).

Statement on due diligence

Reference: page 75; pages 8 (core-element mapping table).

"Although Exor considers sustainability aspects as part of the due diligence process when evaluating new investments, there is no formalised sustainability due diligence process. Exor continues to reflect on how best to implement sustainability screening in a more structured way when assessing new investment opportunities" (page 75).

The Sustainability Statement maps the five core elements of due diligence to specific sections: embedding in governance/strategy/business model (Governance, DMA results); engaging affected stakeholders (Strategy and business model, DMA methodology); identifying and assessing adverse impacts (DMA methodology and results); taking actions (Basis of preparation, Own employees, Workers in the value chain, Governance information); and tracking effectiveness (Own employees, Diversity, Workers in the value chain, Governance information, Climate change).

Risk management and internal controls over sustainability reporting

Reference: page 75.

Exor "has in place an internal risk management and control system based on the model provided by the COSO Framework... and the principles of the Dutch Corporate Governance Code." "There are no specific internal controls in relation to the disclosures within the Sustainability Statement due also to the limited information disclosed. Exor will evaluate for future Sustainability Statements whether specific controls are required" (page 75).

Exor has no dedicated sustainability-reporting risk assessment; it instead considers the associated risk under its general "compliance with applicable legislation and regulations or changes, business ethics and sustainability requirements" risk category, supported by an external consultant. Own-operations reporting is prepared internally under CFO oversight; value-chain reporting is compiled with investee companies completing a reporting package. Exor "ensures to involve an outsourced internal audit" alongside its external statutory auditors (page 75).

Strategy, business model and value chain

Reference: page 76; pages 16, 19.

"Exor N.V. ('Exor' or 'the Company') is one of Europe's largest diversified investment companies" headquartered in Amsterdam, listed on Euronext Amsterdam (AEX Index), majority owned by the Agnelli family (page 16).

For the DMA, Exor analysed its upstream value chain (mainly the provision of goods and services to the Company, assessed as "very limited" given the lean structure of 27 employees) against its downstream value chain (activities at investee-company level), which "is significant in terms of impacts, risks and opportunities" (page 76). Exor's strategy is built on three "sustainability passions" it pursues at holding level and encourages at investee level: emissions reduction (maintain carbon-neutral status), education, and people (40/60 gender-balance target) (page 76-77).

Interests and views of stakeholders

Reference: page 77.

Key stakeholder groups identified: Exor employees (motivation/development, equal opportunities, health and safety, ethical conduct); investors, analysts and rating agencies (market transparency, financial and non-financial performance); investee companies (progress on paths to greatness); authorities and regulators (compliance); and nature (environmental sustainability, climate-impact mitigation) (page 77).

Engagement runs through annual and half-year reporting, investor events, an annual anonymous employee engagement survey, the annual "Exor Day" inclusion event, and individual manager-team feedback sessions. "The ESG Committee is informed twice a year on the progress of Exor's sustainability strategy... and, on occasion, invites stakeholders as guest presenters." The Board receives an annual update (page 77).

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

Reference: page 79.

"The outcome of the DMA identified a number of material IROs across Exor's own operations and the downstream value chain, related to four key ESRS topics: Climate Change, Own Workforce, Workers in the Value Chain, and Business Conduct. These topics will guide the structure of this Sustainability Statement."

"There are no current financial effects from material risks and opportunities on Exor's financial position, financial performance and cash flows" (page 79). Pollution, Water and Marine Resources, Biodiversity and Ecosystems, Resource Use and Circular Economy, Affected Communities, and Consumers and End Users were assessed and found not material; compared to 2024, Pollution (E2), Circular Economy (E5) and Consumers and End Users (S4) were newly reassessed as not material in 2025, reflecting Exor's "objective to focus on its own business as an investor" (page 79). Resilience analysis was performed only for climate change; "no other topic has been covered by a resilience analysis" (page 79).

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

Reference: pages 78-80.

The 2025 DMA is Exor's second, updating (not replacing) the prior methodology. Refinements: IROs for the downstream value chain now reflect "only the investee companies and not their respective value chains"; risks and opportunities were derived directly from Exor's own Enterprise Risk Management (ERM) and Climate Risk Assessment rather than from investee companies' own DMAs, which "explains the reduced number of risks and opportunities reported for the current year" (page 78).

The six largest public investee companies (Ferrari, Stellantis, CNH, Iveco Group, Philips and Juventus), representing 69% of Exor's total GAV, were analysed as primary sources; other sectors drew on SASB and MSCI Materiality Matrix assessments (page 78). Impact materiality scored scale/scope/irremediability × likelihood (1-5); financial materiality scored likelihood/magnitude in line with ERM methodology. A quantitative threshold of 12.5 (out of 25) applied to both. IRO scoring against the value chain was "weighted based on the portion of GAV of the sector that the IRO was relevant to." The process and results were presented to a joint Audit/ESG Committee meeting on 19 November 2025 and approved by the Board on 17 December 2025 (pages 78-79).

Disclosure requirements in ESRS covered by the undertaking's sustainability statement

Reference: pages 99-101 (ESRS content index); page 73 (phase-in).

The ESRS content index (pages 99-101) lists, with page references, the disclosure requirements covered under ESRS 2 (BP-1, BP-2, GOV-1 to GOV-5, SBM-1 to SBM-3, IRO-1, IRO-2), ESRS E1 (SBM-3, IRO-1, E1-3, E1-4, E1-6), ESRS S1 (SBM-2, SBM-3, S1-1 to S1-6, S1-9, S1-14, S1-16, S1-17), ESRS S2 (SBM-3, S2-2, S2-3) and ESRS G1 (GOV-1, IRO-1, G1-1, G1-3, G1-4), alongside a separate table of datapoints derived from SFDR, Pillar 3, the Benchmark Regulation and the EU Climate Law.

Phase-in exemptions applied (page 73): "Anticipated financial effects from material physical risks, material transition risks and climate-related opportunities (DR E1-9); Characteristics of non-employees in the undertaking's own workforce (DR S1-7); Training and skills development (DR S1-13); Work-life balance metrics (DR S1-15)." Exor also "used the transitional provisions for value chain data and has limited the disclosure to the scope 3 emissions as quantitative data related to the value chain" (page 73).

Identification of climate-related risks and scenario analysis

Back-filled from ESRS 2 IRO-1 and the E1 climate DMA section, where this content is disclosed in the FY2025 report (pages 78, 82-86). This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

Climate risks were assessed at the investee-company level using a bottom-up approach across the six largest public investees (Ferrari, Stellantis, CNH, Iveco Group, Philips, Juventus), covering short (by 2028), medium (by 2032) and long (by 2037) term horizons aligned with those investees' own horizons (page 83-84).

Four scenarios were used (page 84-85): "Business as usual" (IEA STEPS, IPCC SSP2/RCP6); "Slowed down" (IPCC SSP3/RCP6); "Intermediate" (IEA APS); and "Accelerated" (IEA NZE, IPCC SSP1/RCP2.6) — the accelerated scenario is the 1.5°C-aligned, no/limited-overshoot pathway. Risks and opportunities were scored against economic thresholds expressed as a percentage of GAV at risk (No impact/Marginal/Limited/Medium/Significant/Extreme) across the four scenarios and three time horizons (page 85-86). A named example: a carbon-pricing transition risk on Scope 1&2 costs at investee level was assessed as low impact on Exor's GAV given investees' existing decarbonisation strategies (page 85).

Resilience in relation to climate change

Back-filled from ESRS 2 SBM-3 and the E1 climate section, where this content is disclosed in the FY2025 report (pages 79, 82-83). This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

Unlike most other topics, climate change was covered by a resilience analysis: "For the resilience analysis conducted in relation to climate change, refer to Climate change. No other topic has been covered by a resilience analysis" (page 79).

"Exor has carried out a resilience assessment of its strategy and business model in relation to climate change for its downstream value chain activities through its investee companies, who operate across diverse sectors and play a key role in the transition to a low-carbon, climate-resilient economy" (page 82). The assessment analyses climate scenarios aligned with a 2°C-or-lower pathway and "is considered as part of overall capital allocation decisions"; resilience was assessed "at the investee company level by considering different climate scenarios defined by internationally accredited providers (IEA, IPCC – SSP/RCP)" (page 82-83). No quantified adjust/adapt capacity metrics (e.g. redeployable capital) are given at Exor's own holding level.

Actions and resources in relation to climate change policies

Reference: page 82; pages 76, 87, 89.

Exor's principal action at holding level is maintaining its carbon-neutral commitment: "Exor reached and has maintained carbon neutral status since 2023" (page 87), achieved despite there being no dedicated climate mitigation policy at holding level ("it does not have policy or actions related to this topic," page 87). The "emissions reduction" sustainability passion commits Exor at holding level to "maintain carbon neutral status," while investee companies are encouraged to "set reduction targets for Scope 1 and 2 emissions and measure Scope 3" (page 76-77).

As a resource supporting the carbon-neutral claim, Exor purchases carbon credits annually (909 credits for the prior reporting year, from a Ugandan afforestation project) and "intends to continue financing carbon removal projects with the support of a third party" (page 89). No CapEx/OpEx figures are allocated to climate actions at holding level.

Targets related to climate change mitigation and adaptation

Reference: pages 82, 88.

"Exor does not currently have a transition plan or targets in place and that the adoption of a transition plan or targets will be subject to future assessments." In place of formal reduction targets, "as in previous years, Exor maintains a carbon neutrality target related to own emissions (Scope 1, 2 and 3 excluded Cat. 15)." A net-zero target was considered and rejected: "A net-zero target was initially considered but given the limited impact of Scope 1&2 emissions, and considering that a portion of energy sources remains marginally carbon-based, Exor has adopted a carbon-neutrality approach for [its] own emissions... to ensure full consistency and transparency in its climate strategy" (page 82).

Progress against this carbon-neutrality target is tracked through the annual GHG inventory (Scope 1: 12 tCO2e; Scope 2 market-based: 18 tCO2e in 2025) offset by the annual carbon-credit purchase (page 88-89).

Gross Scopes 1, 2, 3 and Total GHG emissions

Reference: page 88; page 77.

Scope 1: 12 tCO2e (2025 and 2024, unchanged). Scope 2 market-based: 18 tCO2e (2025) vs 9 tCO2e (2024); Scope 2 location-based: 24 tCO2e (2025) vs 25 tCO2e (2024) (page 88).

Category 15 (Investments) dominates the footprint: 33,811,702 tCO2e (2025) vs 42,343,442 tCO2e (2024), calculated under the PCAF financed-emissions methodology, covering only Philips, CNH, Ferrari, Stellantis and Iveco Group after applying data-availability and emissions-size exclusion thresholds. Total GHG emissions (market-based): 33,813,569 tCO2e (2025) vs 42,344,351 tCO2e (2024) (page 88-89). "The GHG intensity ratio (E1-6 AR 53) has not been disclosed as Exor does not have revenue, but only dividend income. Therefore, the metric is considered as not applicable" (page 88). Emissions are calculated per the GHG Protocol and PCAF but are "not validated by an external body" (page 88).

Policies related to own workforce

Reference: page 92.

"Given the size of Exor's workforce, the nature of its business and the office-based culture, there is no specific policy related to the workforce, including also policy commitments related to inclusion or positive action for potentially at-risk vulnerable groups among its employees, nor is there a policy or management system for workplace accident prevention. Irrespective of circumstances, Exor ensures compliance with all mandatory legislation expected of it" (page 92).

Instead, workforce matters are governed through the Code of Conduct (Respect, Diversity & inclusion, Equal opportunities) and the Remuneration Policy. "Exor's policies do not specifically address issues related to trafficking in human beings, forced or compulsory labour, or child labour, as these topics are not considered relevant in light of the nature of its workforce and its geographical presence" (page 92). Exor's human rights commitments, included in the Code of Conduct, endorse the UN Declaration on Human Rights and prohibit discrimination on the basis of "age, race and ethnic provenance, religion and ideology, disability, gender, sexual identity and social-economic status" (page 92).

Processes for engaging with own workforce and workers' representatives about impacts

Reference: page 92.

"Exor believes in the power of a continuous dialogue and actively engages directly with its employees through regular meetings, setting and reviewing annual objectives, employee engagement surveys and internal inclusion events" (page 92). The CFO "has the responsibility of ensuring that this engagement takes place regularly and is incorporated, where relevant, in Exor's strategy," including sharing annual employee-engagement-survey results with all employees and following up on them (page 92).

"Due to the size and nature of Exor's workforce, there is no agreement with a workers' representative body and insights are instead gained through more personal and direct engagement between line managers and employees" (page 92).

Processes to remediate negative impacts and channels for own workforce to raise concerns

Reference: pages 92-93.

Violations of the Code of Conduct "may be reported anonymously using the Exor whistleblowing service... or by contacting the Head of Legal," a process "set up following interactions with Exor employees on how to improve the whistleblowing service" and benchmarked against peer/investee practice. "All concerns raised are treated with the utmost confidentiality... Any form of retaliation, threats, penalties or discrimination is expressly prohibited" (page 92).

"In the financial year 2025, Exor did not identify any actual or potential impacts on its own workforce that required reporting, remediation, or engagement with employees or workers' representatives; consequently, no incidents, grievances, or outcomes were recorded, and no remediation actions were undertaken" (page 93). New employees are walked through the Code of Conduct during onboarding, with signed acknowledgement (page 93).

Taking action on material impacts on own workforce

Reference: page 93.

Actions cited: adopting the Code of Conduct and adhering to recognised guidelines (whistleblowing service, onboarding education on the Code); safeguarding employee well-being through working conditions "which respect the dignity of the individual" and a "healthy and safe workplace, in compliance with the applicable occupational accident prevention and health regulations"; encouraging a strong company culture via engagement surveys, feedback sessions and inclusion events such as "Exor Day"; and attractive performance-based compensation, with line managers holding "open and regular dialogues with employees" on performance (page 93).

A concrete 2025 example: a workshop on the impact of tariffs run with a macro expert, open to employees from all Exor offices, chosen through employee surveys and direct proposals (page 93).

Targets related to own workforce

Reference: page 93.

"Exor's commits to targeting the 40/60 gender balance across the Exor workforce and considers diverse candidates for all new appointments." The target "was devised with the support of a transversal and multi-functional group of employees when Exor defined its sustainability strategy that was published in 2021, and is monitored on an annual basis" (page 93).

"Exor monitors this KPI on a regular basis, but does not have a specific target date to achieve it given the limited size of its workforce can mean its composition can change significantly with limited employee turnover." Exor is "committed to considering at least one diverse candidate for all new appointments," meaning "at least one candidate on all shortlists who is a member of a group that is not currently well represented within Exor" (page 93).

Characteristics of the undertaking's employees

Reference: page 93.

27 employees at 31 December 2025 (23 at 31 December 2024): 15 male, 12 female (56%/44%), no employees identified as another gender; all based in Europe. By contract type: 20 permanent (13 male, 7 female), 7 temporary (2 male, 5 female), no non-guaranteed-hours contracts (page 93).

"Compared to 2024, the total number of employees was 27. Over the reporting period, 8 employees left the Company leading to a turnover rate of 32%. In 2025, among the new hires, 6 were female and 6 were male" (page 93). Exor's 27-employee headcount "aligns with the value reported in Note 5 General and Administrative Expenses of the Financial Statements (average number of employees)" (page 93).

Diversity metrics

Reference: page 93.

"At 31 December 2025, 44% of employees were women and 33% of the top management level were women. Exor already has a good gender balance within its structure and is committed to maintaining and improving this" (page 93).

By employment category at 31 December 2025 vs 2024: Top Manager 2 male/1 female (3 total) vs 1 male/3 female (4 total, 2024); Middle Manager 6 male/2 female (8 total) vs 3 male/1 female (4 total, 2024) (page 93-94, partial table). "Exor is tracking diversity and will continue to think about how it can broaden the dimensions under which diversity is measured over time" (page 93).

Health and safety metrics

Reference: page 94.

"For Exor, the well-being of its employees is a top priority... In 2025, there were no cases of recordable work-related accidents in Exor" (page 94).

2025 vs 2024 figures: fatalities from work-related injuries and ill health: 0 / 0; recordable work-related accidents: 0 / 0; cases of recordable work-related ill health: 0 / 0; days lost to work-related injuries and fatalities: 0 / 0. Coverage by a health and safety management system is marked "n.a." for both years (page 94). Work-life-balance support includes working-from-home, part-time working, and parental and other leave (page 94).

Compensation metrics (pay gap and total compensation)

Reference: page 94.

"At 31 December 2025, the [unadjusted gender pay] difference stands at 75.51% (compared to (18.87)% last year), indicating that, on average, male employees earn more than their female counterparts." The figure is based on average total annual remuneration (base salary plus short-term incentives) per gender, "as it was not possible to obtain the gross hourly pay level" (page 94).

"The annual total remuneration ratio of the highest paid individual to the median total remuneration for all employees is 135.31" (page 94). (Elsewhere the report separately states the CEO-to-average-employee remuneration ratio was 10.2:1 for a different comparator base, page 55.)

Incidents, complaints and severe human rights impacts

Reference: page 94.

"In the reporting period, no incidents of discrimination at the Company, including harassment, were raised. No complaints were filed through channels for people in the Company's workforce to raise concerns. There were no fines, penalties, or compensation for damages as a result of the incidents and complaints disclosed above. In 2025, there were no severe human rights incidents connected to Exor's workforce" (page 94).

Processes for engaging with value chain workers about impacts

Reference: page 96.

"Exor considers social impacts, risks and opportunities within its value chain through its materiality assessment and ongoing engagement with investee companies." Its strategy "considers the integration of social factors, that can include those related to the workers in the value chain, when making investment decisions and through its role in the board of its investee companies and when engaging with them" (page 96).

"However, Exor does not currently have any policies or procedures relating to workers in the value chain. As it is not involved in the day-to-day operations of its investee companies, it does not directly engage with value chain workers and their representatives" (page 96).

Processes to remediate negative impacts and channels for value chain workers to raise concerns

Reference: page 96.

No dedicated remediation process or grievance channel for value chain workers is described; Exor's engagement is limited to board-level oversight of investee companies rather than direct interaction with their workforces. "Given their large and complex business models, the investee companies ensure the working conditions, equal treatment, wellbeing and rights of their workers, prioritising fair treatment and safe working conditions, which form the foundation of their commitments" — i.e. remediation is treated as an investee-company responsibility rather than one Exor operates directly (page 96).

Business conduct policies and corporate culture

Reference: page 98.

"In relation to policies on business conduct matters, Exor has established mechanisms for identifying, reporting and investigating concerns about unlawful behaviour or behaviour that contradicts Exor's Code of Conduct, including anti-bribery and corruption, and insider trading policies." Exor has "defined a tax approach to apply responsible tax behaviour" and rules on conflicts of interest, related-party conflicts and shareholder relationships, plus "an anti-bribery policy that supports the principles of the United Nations Convention against Corruption" (page 98).

The Code of Conduct, approved by the Board on 10 April 2024, sets three people-related principles: Respect, Diversity & inclusion, and Equal opportunities (pages 92, 98). "Exor does not currently have a policy for training within the organisation on business conduct" (page 98).

Prevention and detection of corruption and bribery

Reference: page 98.

The whistleblowing mechanism lets internal stakeholders report Code of Conduct violations, including corruption/anti-bribery matters, anonymously via the website or to the Head of Legal. "No specific training is delivered to employees on The Exor Whistleblowing Service and it is managed by the Head of Legal" (page 98).

"During 2025, no incidents of corruption and bribery were reported. There was one report made regarding non-compliance with the Code of Conduct that related to a commercial dispute at one of Exor's investee companies that was considered addressed appropriately at the level of the investee company. Exor had no convictions nor fines related to violations of anti-corruption and anti-bribery law" (page 98).

Incidents of corruption or bribery

Reference: page 98.

"During 2025, no incidents of corruption and bribery were reported." One report was made regarding non-compliance with the Code of Conduct, but it related to a commercial dispute at an investee company and "was considered addressed appropriately at the level of the investee company" — not a corruption or bribery incident at Exor itself. "Exor had no convictions nor fines related to violations of anti-corruption and anti-bribery law" (page 98).

"Exor does not have in place any specific metrics or quantitative indicators used to evaluate the performance or effectiveness of these measures in relation to a material impact, risk or opportunity for business conduct-related matters" (page 98).

Targets related to business conduct

Reference: page 97.

"Exor does not set formal targets and actions related to business conduct-related matters due to its lean operating model and focuses on having strong governance mechanisms in place, as outlined in this section" (page 97). This report is prepared under the 2023 ESRS, where business conduct targets fell under MDR-T rather than a standalone DR; Exor's statement addresses the MDR-T question directly by explaining the absence of a formal target and pointing to its governance mechanisms (the Code of Conduct, anti-bribery policy and whistleblowing service, page 98) as the substitute.