OVS SPA

Shareholders of OVS S.p.A.

Ownership is dispersed and there is no controlling shareholder. The corporate governance report under art. 123-bis TUF, approved on 7 May 2026 and stating holdings as at 31 January 2026, records a single major holding: Tamburi Investment Partners S.p.A. (TIP), an Italian company itself listed on Euronext Milan, with 32.44 per cent of the ordinary capital and 32.44 per cent of the voting capital, held directly. The report notes that this figure is based on the deposits made for the shareholders’ meeting of 30 May 2025 and on information received by the company up to the date of publication.

OVS is included in Consob’s list of SME issuers (emittenti azioni quotate PMI) updated to 31 December 2025, so the notification threshold under art. 120(2) TUF is 5 per cent rather than 3 per cent. No other holder is therefore disclosed. Two shareholders that acted with TIP when slates were filed in 2023, Concerto S.r.l. (0.069 per cent) and String S.r.l. (1.134 per cent), are below the notification threshold.

At 31 January 2026 the company held 11,402,806 treasury shares, equal to 4.471 per cent of share capital; at 15 April 2026 the holding was 11,765,202 shares, or 4.613 per cent. Share capital consists of 255,032,123 ordinary shares following the cancellation of 35,891,347 treasury shares resolved by shareholders in February 2025 and executed by the board in April 2025. Taking the notified holding and the treasury holding together, roughly 63 per cent of the capital is free float not covered by any notified major holding.

The by-laws provide no multiple-vote shares and no loyalty (increased-vote) shares, and no securities carrying special control rights have been issued. There are no restrictions on the transfer or holding of shares.

OVS states that it is not subject to direction and coordination (direzione e coordinamento) under arts. 2497 et seq. of the Civil Code, notwithstanding the TIP holding, because management decisions are taken by its own bodies, there is no group cash pooling, treasury is managed autonomously and it is not subject to group regulations or instructions. OVS itself exercises direction and coordination over its own subsidiaries.

Ultimate beneficial ownership

No natural person is recorded as holding a qualifying interest. The largest shareholder is a listed company, and no shareholder holds a stake at or above the 25 per cent threshold used in Italian anti-money-laundering rules. On the filings consulted, beneficial ownership of OVS S.p.A. would fall back to senior managing officials rather than to any identified natural person. Nationality of any individual is not disclosed in the registers and filings consulted.

Data availability

The ownership rows held in the source record for this company listed only index-tracking and custody positions — Vanguard International Explorer 6.69 per cent on 1,312,055 shares, Nationwide International Small Cap 6.64 per cent, iShares Core MSCI EAFE 5.17 per cent, iShares MSCI EAFE Small Cap 4.55 per cent and TIAA-CREF Quant International Small Cap 4.31 per cent, five of ten claimed rows. Those percentages are not consistent with the share count or with any notification under art. 120 TUF, and that record was not used. The figures above are taken from the company’s own art. 123-bis corporate governance report of 7 May 2026 and from its annual financial report for the year ended 31 January 2026. Consob’s major-holdings register could not be read directly because the site is behind bot protection; the issuer’s report restates the same notifications.

Directors and officers of OVS S.p.A.

Consiglio di amministrazione. The shareholders’ meeting of 29 May 2026 appointed a board of nine members for three financial years, in office until the meeting approving the financial statements at 31 January 2029. Its members are Franco Moscetti (Chair, non-executive, independent), Stefano Beraldo (Chief Executive Officer, the only executive director), Giovanni Tamburi (Deputy Chair, non-executive), Alessandra Gritti (non-executive), Chiara Mio (non-executive, independent), Roberto Cappelli (non-executive), Carlo Achermann (non-executive, independent), Anna Matteo (non-executive) and Costanza Esclapon de Villeneuve (non-executive, independent). Eight of the nine are non-executive and four are independent. Stefano Beraldo is confirmed in office as CEO following this renewal.

Slate origin (voto di lista). Two slates were filed on 7 May 2026 for the 2026 renewal: list no. 1 by Tamburi Investment Partners S.p.A., Concerto S.r.l. and String S.r.l., and list no. 2 by a group of institutional investors. For the preceding board, elected by the meeting of 31 May 2023 for the term to approval of the accounts at 31 January 2026, list no. 1 (the same three shareholders) took 53.5831 per cent of the voting capital and supplied Franco Moscetti, Stefano Beraldo, Giovanni Tamburi, Alessandra Gritti, Chiara Mio, Roberto Cappelli, Carlo Achermann and Flavia Sampietro, while list no. 2, filed by institutional investors holding 7,449,687 shares (2.56070 per cent), took 43.0785 per cent and supplied Elena Garavaglia. Franco Moscetti was first appointed a director on 31 May 2019.

Collegio sindacale. The board of statutory auditors is a separate body from the board of directors. It was also appointed by the shareholders’ meeting of 29 May 2026, in office until approval of the financial statements at 31 January 2029: Davide Barbieri (Chair), Massimiliano Nova and Gianna Adami (standing auditors), with Monica Militello and Donata Paola Patrini as alternates. The preceding collegio, elected on 31 May 2023, was chaired by Stefano Poggi Longostrevi, drawn from the minority slate (list no. 2, 14.6100 per cent of voting capital), with Massimiliano Nova and Federica Menichetti drawn from the majority slate (list no. 1, filed by Tamburi Investment Partners S.p.A., String S.r.l. and Concerto S.r.l. holding 29.645 per cent, and carrying 81.7398 per cent of the vote); alternates were Marzia Nicelli (majority) and Donata Paola Patrini (minority). The by-laws allow only one minority auditor. Statutory audit for the financial years 2023 to 2031 is performed by KPMG S.p.A., appointed on 31 May 2022.

Executives (not directorships). Nicola Perin is Chief Financial Officer and is the financial reporting officer (dirigente preposto alla redazione dei documenti contabili societari) under art. 154-bis TUF, appointed by the board of directors; he is confirmed in that role in the governance report of 7 May 2026. Alessia Segato is Head of Corporate Affairs and acts as Secretary of the Board and of the board committees. The source record also lists Andrea Tessarolo as Head of Investor Relations and Francesco Leoncini as Business Change & Innovation Director, with an appointment date of 1 September 2016; neither role is a directorship and neither could be confirmed from a filing. Nationality is not disclosed in the registers and filings consulted for any of the individuals named.

Recent officer changes

• 29 May 2026 — the shareholders’ meeting renewed the entire board of directors for the 2026–2028 term; Anna Matteo and Costanza Esclapon de Villeneuve joined, Flavia Sampietro and Elena Garavaglia are no longer listed.
• 29 May 2026 — the entire collegio sindacale was renewed; Davide Barbieri replaced Stefano Poggi Longostrevi as Chair and Gianna Adami replaced Federica Menichetti as standing auditor.
• 5 March 2026 — the board approved its guidance opinion on the composition of the incoming board for the 2026–2028 term.

Data availability

The source record for this company held five officer rows, of which four are not directorships: a Secretary of the Board, a CFO who is also the art. 154-bis financial reporting officer, a Head of Investor Relations and a Business Change & Innovation Director, alongside the CEO. It contained no directors other than the CEO and no statutory auditors. One stored appointment date, 1 December 1998 for the CFO, predates the company’s own registration in 2014 by sixteen years; it can only be a date of joining the business, not a date of appointment to this legal entity, and has not been used as such. No date of birth and no codice fiscale of any natural person is published here. The board and collegio sindacale above were rebuilt from the company’s corporate governance report under art. 123-bis TUF of 7 May 2026 and from its governance pages.

Group structure of OVS S.p.A.

Nothing sits above OVS S.p.A. The company states that it is not subject to direction and coordination and is the parent of the OVS group; its largest shareholder, Tamburi Investment Partners S.p.A. with 32.44 per cent, is a shareholder rather than a parent. OVS S.p.A. exercises direction and coordination over its own subsidiaries under arts. 2497 et seq. of the Civil Code.

Below it, the annual financial report for the year ended 31 January 2026 lists fifteen subsidiaries consolidated line by line (consolidamento integrale) alongside the parent, sixteen entities in total, plus two holdings carried at equity. During the year Goldenpoint S.p.A. entered the scope on its acquisition of 3 July 2025 (accounted from 1 July 2025); Vespucci Fashion, Inc. left on liquidation in December 2025 and Energia Verde Uno S.r.l., now Deaway Solar 3 S.r.l., left consolidation after a 33 per cent stake was sold on 29 July 2025.

Data availability

The stored group tree for this company holds 14 nodes to a maximum depth of three, with the subject at the top. Compared with the list of consolidated companies in the annual financial report at 31 January 2026 it carries no ownership percentages and no consolidation method, and it differs in substance. Defects found and reported, not corrected:

• The Indian node OVS India Sourcing Private Limited carries 07AAACO9536C1ZJ, which is a GSTIN (goods and services tax identification number) and not a Corporate Identity Number; it is a tax registration, not a company register identifier.
• A second Indian node, Oriental Buying Services Limited, carries the placeholder value #01031785693, which is not an identifier of any kind, and the entity does not appear in the consolidation list at 31 January 2026.
• A node named OVS SPA under Spain carries ES N0056175C. The N-series is a Spanish tax number issued to a non-resident entity, so this is the Italian parent’s own Spanish tax registration duplicated as a subsidiary, not a separate company.
• The German node carries 04275B40748, which does not match the format of a German commercial register (HRB) number.
• Every Italian node, including the subject, carries an Italian VAT number rather than a Registro Imprese number. For OVS S.p.A. the two happen to coincide at 04240010274, which is simultaneously the Venice Companies Register number, the codice fiscale and the VAT number; that coincidence should not be assumed for the other Italian nodes.
• The registration number stored on this record, VE378007, is the REA number of the Venice chamber of commerce (VE–378007), not the Registro Imprese number.
• The stored website is http://www.ovs.it/it/it/stores/italia/veneto/venezia/lido-di-jesolo, the page for a single shop in Lido di Jesolo. The corporate website is www.ovscorporate.it.
• Four consolidated subsidiaries are absent from the stored tree: OVS Maloprodaja d.o.o. (Croatia), OVS France S.A.S., OVS India Retail Private Ltd and OVS Department Store LLC SO (Dubai). The stored tree also omits the two equity-method holdings.

The acquired chains do appear in the consolidation list: Goldenpoint S.p.A. at 100 per cent and JB Licenses S.r.l. at 100 per cent. The Stefanel and Les Copains businesses are held as brands within OVS S.p.A. rather than as separate consolidated companies.