RISANAMENTO SPA

Shareholders of Risanamento S.p.A.

The issuer’s report on corporate governance and ownership structure under article 123-bis TUF, approved by the board on 14 May 2025, lists the following holdings above the notification thresholds of article 120 TUF, based on notifications received:

• Intesa Sanpaolo S.p.A. — 48.878% of ordinary capital and of voting capital (report date: 14 May 2025). At the shareholders’ meeting of 19 June 2025 Intesa Sanpaolo exercised 880,260,434 ordinary shares, equal to 48.880432% of ordinary capital; a Monte Titoli communication dated 15 May 2025 filed with its list of auditor candidates recorded 880,193,134 shares.
• UniCredit S.p.A. — 9.935% of ordinary and voting capital (report date: 14 May 2025). Earlier issuer filings recorded this holding at 22.231% (auditor list, 2022) and 11.1% (director list, April 2024), so the position has been reduced over time.

No other holder above the disclosure thresholds is reported. The residual free float is therefore approximately 41.2% of ordinary capital, held by a dispersed shareholder base; the governance report describes the company as having a concentrated ownership with the remainder spread among small shareholders. The FY2024 annual report states that Risanamento holds no treasury shares, directly or through nominees, and that the shareholders’ meeting has granted no authorisation to purchase own shares and no delegation to increase capital.

This cap table is the direct result of the 2009 debt restructuring. On 2 September 2009 Risanamento and its then subsidiaries Milano Santa Giulia S.p.A., MSG Residenze S.r.l., Tradital S.p.A., RI Investimenti S.r.l. and RI Rental signed a debt restructuring agreement under article 182-bis of the Bankruptcy Law with Intesa Sanpaolo, UniCredit Corporate Banking, Banca Monte dei Paschi di Siena, Banco Popolare, Banca Popolare di Milano and Banca Italease; on the same date the then controlling vehicles — Zunino Investimenti Italia S.p.A., Nuova Parva S.p.A. and Tradim S.p.A., together holding 72.971% of the capital — signed a parallel agreement with three of those banks. The Court of Milan sanctioned both agreements by decree published on 10 November 2009, and the plan was remodulated on 30 October 2010. It provided for a EUR 150 million rights issue, a EUR 350 million mandatory convertible bond maturing 31 December 2014 and EUR 272 million of new bank financing, with the banks undertaking to buy the controlling vehicles’ option rights and to subscribe whatever was left unsubscribed. The conversion of that bank exposure into equity is what left the two lenders as the principal shareholders today.

The governance report states that no shareholders’ agreements under article 122 TUF are known to the issuer, and that no securities carrying special control rights exist. On control: the meeting of 12 April 2024 appointed four of the five directors from the list presented by Intesa Sanpaolo, a level of participation that the issuer states allows Intesa Sanpaolo in fact to determine the composition of that body; the conditions for control under IFRS 10 continue to apply and Risanamento remains within Intesa Sanpaolo’s consolidation perimeter. The issuer nevertheless states that it has received no management directions giving rise to the application of articles 2497 et seq. of the Civil Code and is therefore not subject to direction and coordination (direzione e coordinamento) by Intesa Sanpaolo; conversely, Risanamento itself is identified by its Italian subsidiaries as the entity exercising direction and coordination over them.

A further potential change is disclosed: under the amendments announced on 5 August 2026, Bizzi & Partners S.p.A. undertook to provide up to EUR 4 million of equity resources if the fund reorganisation is not completed by 31 October 2026, with Risanamento committed, at its own election, either to repay that amount or to issue new shares of corresponding value to Bizzi & Partners S.p.A. by 31 March 2027.

Ultimate beneficial ownership

No natural person is disclosed as holding a qualifying interest in Risanamento S.p.A. The largest shareholder is Intesa Sanpaolo S.p.A., a listed bank, followed by UniCredit S.p.A., also listed; neither is reported to be controlled by any person. On the issuer’s own analysis no single shareholder holds a majority of the capital, while Intesa Sanpaolo exercises de facto control over the board. For customer due diligence, a beneficial owner determined by ownership cannot be identified from public filings, and the fallback to senior managing officials would apply. Nationality of beneficial owners: not disclosed in any official register or filing reviewed.

Data availability

Ownership above is taken from the issuer’s article 123-bis governance report (14 May 2025), which restates the article 120 TUF notifications held in Consob’s major-holdings register, from the voting record of the 19 June 2025 meeting, and from the 2024 annual report. Percentages move only when a notification threshold is crossed, so intermediate changes may not be reflected.

The structured record attached to this page attributed 100% of the company to a single holder, “DBX ETF Trust — X-trackers International Real Estate ETF”, with 390,059 ordinary shares (verified 2 August 2026). That is incorrect: 390,059 shares would be roughly 0.02% of the 1,800,844,234 shares in issue, an exchange-traded fund is a portfolio investor rather than an owner, and the company’s own disclosures identify Intesa Sanpaolo S.p.A. and UniCredit S.p.A. as the notified holders. The record’s single ownership row should be disregarded.

Directors and officers of Risanamento S.p.A.

Risanamento adopts the traditional Italian administration and control model: a board of directors (consiglio di amministrazione) and a separate board of statutory auditors (collegio sindacale), with legal audit carried out by an external audit firm.

Board of directors — appointed by the shareholders’ meeting of 12 April 2024 for the three financial years 2024, 2025 and 2026, in office until the meeting called to approve the accounts for the year ending 31 December 2026. The meeting set the number of members at five:

• Claudio Roberto Calabi — Chairman and Chief Executive Officer; first appointed to the board on 16 November 2009; chairman from 1 January 2024, with executive powers delegated by the board. He is recorded as in office in the FY2024 annual report and in the company’s current governance pages.
• Paolo Baessato — director (independent); first appointed 1 March 2022.
• Antonia Maria Negri-Clementi — director (independent); first appointed 13 April 2018.
• Giulia Pusterla — director (independent); first appointed 29 April 2015.
• Gian Marco Nicelli — director (independent); first appointed 27 April 2023.

Four directors (Calabi, Baessato, Negri-Clementi, Pusterla) were drawn from the list filed by Intesa Sanpaolo S.p.A. and one (Nicelli) from the minority list filed by UniCredit S.p.A. The board held 19 meetings in 2024 and operates through a Control and Risk Committee, a Remuneration Committee, a Related-Party Transactions Committee and a Sustainability Committee.

Board of statutory auditors (collegio sindacale) — appointed by the shareholders’ meeting of 19 June 2025 for the three financial years 2025, 2026 and 2027, from the single list filed by Intesa Sanpaolo S.p.A.:

• Francesca Monti — Chair of the collegio sindacale (first appointed as auditor 19 April 2019).
• Riccardo Previtali — standing auditor (first appointed 19 April 2019).
• Andrea Cioccarelli — standing auditor.
• Paolo Nannetti and Elena Vaudano — alternate auditors.

The collegio met nine times in 2024. Annual remuneration set by the meeting for the previous term was EUR 45,000 for the chair and EUR 30,000 for each standing auditor.

Executives (not board members): Silvio Di Loreto is the manager responsible for preparing the company’s financial reports (dirigente preposto alla redazione dei documenti contabili societari) under article 154-bis TUF, signing the certifications in the 2026 monthly disclosures; the structured record labels him Chief Financial Officer. Giuseppe Colli is the investor relations contact named in the company’s 2026 press releases.

Recent officer changes

• 19 June 2025 — new collegio sindacale appointed for 2025–2027; Francesca Monti became chair in place of Salvatore Spiniello, and Andrea Cioccarelli replaced Monti as standing auditor; Elena Vaudano replaced Michela Zeme as alternate.
• 1 January 2024 — Claudio Roberto Calabi took the role of Chief Executive Officer in addition to the chairmanship; the board term beginning 1 January 2024 was confirmed by the meeting of 12 April 2024.
• 27 April 2023 — Gian Marco Nicelli first appointed to the board from the UniCredit list.

Data availability

Names, roles, first-appointment dates and terms are taken from the issuer’s article 123-bis governance report for 2024 (approved 14 May 2025), the 2024 annual report, the company’s governance pages and its 2026 regulated announcements. Dates of birth are not published here; nationality is not recorded in the filings reviewed and is therefore stated as not disclosed. No officer resignation has been announced since the dates above in the sources reviewed.

The structured record stored four officer rows, two of which are the same individual under two name formats — “Claudio Calabi” and “Claudio Roberto Calabi”, both recorded as “President of the Board & CEO” with the same birth year. There is one such person, whose full name in the company’s filings is Claudio Roberto Calabi. The record also stored a birth year, which is not reproduced here. A third row, “Joseph Hills, Investor Relator”, does not match any officer in the filings and appears to be an English rendering of the name of Giuseppe Colli, the investor relations contact. The record omits the entire collegio sindacale and the four non-executive directors.

Group structure of Risanamento S.p.A.

Above the company: Intesa Sanpaolo S.p.A. holds 48.878% of the ordinary capital and, having appointed four of the five directors at the meeting of 12 April 2024, is stated by the issuer to control the board in fact; on that basis Risanamento remains inside Intesa Sanpaolo’s IFRS 10 consolidation perimeter. The issuer states it is not subject to direction and coordination by Intesa Sanpaolo. Risanamento itself is identified by its Italian subsidiaries as the entity exercising direction and coordination over them under article 2497-bis of the Civil Code.

Below the company: the 2024 annual report records seven subsidiaries, all Italian, all wholly owned and all consolidated line-by-line (metodo integrale), each with its registered office at via Nervesa 21, Milan. No foreign subsidiary, joint venture or associate is consolidated.

The consolidation note to the 2024 annual report states seven Italian subsidiaries consolidated line-by-line and no foreign entities, which matches the seven names above. The group was considerably larger before the 2009 restructuring and was simplified by mergers thereafter; entities such as Milano Santa Giulia S.p.A., MSG Residenze S.r.l., Tradital S.p.A. and RI Investimenti S.r.l., parties to the 2009 agreement, no longer appear.

Data availability

Subsidiary names, percentages and the consolidation method are from the 2024 annual report (approved 19 June 2025); the position above the company is from the article 123-bis governance report of 14 May 2025. The structured record held eight nodes with the subject at the top and nothing above it, which understates the picture: Intesa Sanpaolo S.p.A. sits above it for accounting-control purposes.

Identifier defects in the record: the company’s stored registration number, MI1587695, is the Milan REA number, which is an administrative economic-register number and not the Companies’ Register number; the Companies’ Register number and codice fiscale is 01916341207 and the VAT number is 12823420158. In the stored group tree the subject and every subsidiary carry a value labelled “registration_number” which is in fact the Italian VAT number, prefixed “IT IT”. The record also states the legal form as “Private limited company (Ltd.)”, whereas the company is a società per azioni (joint-stock company); gives an incorporation date of 1 January 1998, a placeholder day and month that could not be verified; and lists the website as risanamentospa.it, while the issuer publishes at risanamentospa.com.