SOL S p A : Annual report 2024

SOL S.p.A.

2023 Report on corporate

governance and ownership structure

pursuant to article 123-bis of the Consolidated

Law on Finance

(traditional management and control model)

Issuer: SOL S.p.A.

Via Borgazzi 27

20900 MONZA (MB)

Website:	www.solgroup.com
Year covered by the report:	2023
Date of approval of the report:	27.03.2024

CONTENTS														.......................................................................................												4
	1.1. Foreword: compliance with the Corporate Governance Code
1. ISSUER PROFILE																									4
	1. Mission of the Company and corporate responsibility commitment						4
	1.3 SOL corporate governance system																									6
	2		..........................................................................................................................................																									7
2.	1.4 SOL corporate governance structure											bis
	2.1 Structure of the share capital (pursuant to article 123-	.1.a) of the........................................................................CLF)		10
				10
	INFORMATION ABOUT THE COMPANY'S OWNERSHIP STRUCTURE							10
	2.2 Restrictions on transfers of di securities (pursuant to article 123- .1.b) of the CLF)
	2.3 Shareholders with significant interests in the share capital (article 123-			.1.c) of the CLF)	10
	2.4 Securities that convey special rights (pursuant to article 123-				bis							10
				.1.d) of the CLF)
	2.5 Employee share scheme (pursuant to article 123-					.1.e of the CLF)			bis			10
	2.6 Restrictions on voting rights (pursuant to article 123-					bis										10
			.1.f) of the CLF)
						bis					.1.g) of the CLF)					11
	2.7 Shareholders' agreements (pursuant to article 123-
	2.8 Change of control clauses (pursuant to article 123-						bis
					.1.h) of the CLF) and by-laws provisions governing
	tender offers (pursuant to articles 104.1-		and 104-			bis																11
						.1 of the CLF)
								bis
	i) Mandates to increase the share capital and authorisations to repurchase own shares (pursuant to article
	123- .1.m) of the CLF)	ter			bis																			11
	2.10 Management and coordination pursuant to article 2497 and following articles of the Italian Civil Code
		bis																									")	11
3.	and article 16.4 of Consob regulation no. 20249/2017 (the "
															Market Regulation		14
	COMPLIANCE																									14
	4.1 Role of the Board of Directors
4. BOARD OF	DIRECTORS																										12
..............................................................................................................................................................................................
	4.2 Appointment and replacement of directors (pursuant to article 123- .1.l) of the CLF)	15
	4.3 Composition of the Board of Directors (pursuant to article 123-				.2d) of the CLF)	18
																							bis		.2.d- of the CLF)	20
	4.4 Diversity policies and induction programme (pursuant to article 123-
	4.5 Functioning of the Board of Directors (pursuant to article 123-		bis								21
				.2.d) of the CLF)
	4.6 Delegated bodies																					bis			bis	22
														bis
	.............................................................................................................................................................4.7 Other executive directors																									23
	4.8 Chair of the Board of Directors																									23
	4.9 Secretary to the Board of Directors																									24
	4.10.	Independent directors and lead independent director	...................................................................................											24
	4.10.1 Independent directors																									25
5.	4.11. Self-assessmentof the Chair......................................................................................................................................................of the Board of Directors															27
														28
	0.2 Lead Independent Director																										29
	5.1 Processing inside information		.......................................................................................................................
																									29
	PROCESSING OF CORPORATE INFORMATION																								30
6.	5.2 Internal dealing regulations
	6.1 Remuneration Committee																									31
																									31
	BOARDCOMMITTEES																										32
	6.2 Nomination Committee
	6.3 Control, Risk and Sustainability Committee																							32
																													2

	7.1 General policy for the remuneration of directors and key managers		35
7. REMUNERATION OF DIRECTORS				35
	7.2 Directors' compensation in the event of resignation, dismissal or termination following a takeover bid
8.	(pursuant to article 123- .1.i of the CLF)				36
		bis			................................................................................................		37
	8.1 Internal control and risk management system		37
	INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
	8.2 Main features of SOL internal control and risk management system over financial reporting (pursuant
	to article123- .2.b of the CLF)					39
	F8.2.1 Features of the internal control and risk management system over financial reporting	39
	bis							40
	8.2.2 Regulations applicable to subsidiaries based in non-EU countries
	8.3 Director in charge of the Internal Control and Risk Management System	40
	8.4 Internal Audit Manager					40
	8.5 The 231 Model	...................................................................................................................................................................................					41
	8.6 Independent Auditors					43
9.	8.7 Manager in charge of Financial Reporting			44
	INTERESTS OF DIRECTORS AND RELATED PARTY TRANSACTIONS			45
10. APPOINTMENT OF STATUTORY AUDITORS	........................................................................
11. COMPOSITION AND ACTIVITIES OF THE	BOARD OF STATUTORY AUDITORS	46
........................................................................................................................
12. RELATIONS WITH SHAREHOLDERS.........................................................................................................................................................AND RELEVANT STAKEHOLDERS		54
.................................................	48
	13.1 Functioning						54
13. SHAREHOLDERS' MEETINGS			...............................................................		51
14.13.2 Shareholders' Meeting Regulations				54
	Other corporate governance practices					56
15. CHANGES AFTER THE ANNUAL	REPORTING DATE
..................................................................................................................................	GOVERNANCE COMMITTEE
16. LETTER OF THE CHAIR OF THE CORPORATE		57
..........................................................................................................	2023
TABLE 1: INFORMATION ON THE OWNERSHIP STRUCTURE AT 29 March	58
........................................................
						......................................................	DATE	64
TABLE 2: COMPOSITION OF THE BOARD OF DIRECTORS AT THE REPORTING	..................................................	61
TABLE 3: COMPOSITION OF BOARD COMMITTEES AT THE REPORTING DATE	........................................	63

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							1. ISSUER PROFILE
1.1. Foreword: compliance with the Corporate Governance Code	SOL	"
		Company
This report provides information about the corporate governance and ownership structure of SOL S.p.A. ("
	Report"				CLF"
or the "				") prepared pursuant to article 123-bis of Legislative decree no. 58/1998 (respectively, the
"			and the "		).
It provides a general overview of the corporate governance of SOL which is in line with the principles and
recommendations of the Corporate Governance Code adopted by the Corporate Governance Committee in
				"Code
January 2020, promoted by issuers' associations, Borsa Italiana S.p.A. and Assogestioni (the investors'
association) (the				"), adopted by SOL on 1 January 2021.
Under the Code, in 2023 and at the date of the Report, SOL qualified as a "company with concentrated
ownership", as it is owned by a shareholder which holds the majority of the votes that can be exercised in the
ordinary shareholders' meeting (in this respect, see section 2 of the Report).
Again under the Code, in 2023, SOL became a "large company", as its capitalisation was greater than €1 billion
on the last Exchange business day of each of the previous three calendar years (2020, 2021 and 2022). Indeed,
its capitalisation was (i) €1,269.8 million at 30 December 2020, (ii) €1,918.3 million at 30 December 2021 and
(iii) €1,607.9 million at 31 December 2022. At 30 December 2023, SOL capitalisation was greater than €1 billion
(specifically, €2,521.5 million). Therefore, in accordance with the provisions of the Code, SOL S.p.A. must apply
the principles and recommendations of the Corporate Governance Code covering "large companies" starting
from the second financial year following the achievement of the "large company" status, i.e., from 2024, on a
comply or explain basis. Accordingly, in 2023, SOL adopted the organisational measures necessary to ensure
that, as of 1 January 2024, its governance complied (on a "comply or explain" basis) with the principles and
recommendations of the Code applicable to "large companies". Specifically, on 14 November 2023, the Board of
Directors amended its Regulations in order to set up a "Control, Risk and Sustainability Committee", setting the
rules governing its composition, responsibilities and functioning,. This Committee took office on 1 January 2024.
In addition, on 7 September 2023, the Board of Directors approved a "Policy for Managing Dialogue with the
Generality of Shareholders and Other Stakeholders (the Engagement Policy)" pursuant to article 1 Principle IV
and Recommendation 3 of the Code, with the aim of managing dialogue and communication with institutional
investors (including financial analysts) and shareholders in general.	w-

quater		2- er
The Company does not meet the definition of small and medium-sized enterprise pursuant to article 1.1
	.1) of the CLF and article						Issuers' Regulation
			of Consob Regulation no. 11971 of 14 May 1999 implementing the
provisions on issuers, as subsequently amended and supplemented (the "	"). Indeed, SOL
market capitalisation was greater than €500 million for three consecutive years (2021, 2022 and 2023).
This Report was prepared in accordance with the latest format prepared for issuers by Borsa Italiana S.p.A.
(adjusted where necessary) dated January 2022.
The Board of Directors also acknowledged the guidelines of the Chairman of the Corporate Governance
Committee of Borsa Italiana S.p.A. set out in the letter dated 14 December 2023 which was sent to all listed
companies, therefore including SOL (see section 16 of the Report).
1.2 Mission of the Company and corporate responsibility commitment
	SOL Group			"Group
Founded in Italy in 1927 and present in 32 countries at the date of thisReport, the SOL Group, made up of SOL
and its subsidiaries (the "		" or the		") is active in the field of production, applied research and

marketing of technical and medical gases, the home care services sector, biotechnology and production of energy from renewable sources. Specifically, the SOL Group is active in the production and marketing of industrial, medical, pure and ultra-pure technical gases, integrating supplies with the design, construction and operation of gas production plants, storage plants and equipment, with the distribution and utilisation of gases and the provision of related services. The Group is also active in the home care services sector that has grown considerably in recent years. In this sector, the SOL Group provides, specifically via the Vivisol brand

4

companies, all products, aids, services and specialist assistance that can be provided at home to patients, on
prescription and under medical supervision, thereby improving their quality of life. The Group has also
invested in the construction and operation of hydroelectric power plants abroad for energy production, in the
biotechnology sector and, more recently, in the design, manufacture and application of orthopaedic devices
and mobility aids.
Fairness and loyalty in behaviour, willingness to listen, enhancement of diversity and, above all, the ability to
understand stakeholders' needs mean that SOL's mission is essentially focused on constantly striving to be the
best solution provider for its customers, patients and, more generally, a point of reference for all its
stakeholders.
SOL has always believed that success is not only the result of the pursuit of profits, but also of the respect and
enhancement of the Company's social and ethical role as it operates externally as part of complex relationships.
Therefore, it believes that integrating the financial aspects with its social, environmental, legal and ethical
aspects is now essential.
SOL has always believed in the fundamental role played by sustainable development and success and in the
pursuit of continuous improvement. Indeed, it is firmly committed to environment, health and safety
protection, as well as to social responsibility.
Its focus on environmental and safety issues goes beyond the scope of its operations as it also embraces the
development of technologies and customer services. To this end, gas applications and plant solutions were
developed whose strengths include user safety and environmental protection. Furthermore, with the respect
to home-care area, it develops innovative services and therapies that can improve patients' quality of life.
For many years now, SOL has adopted a certified Integrated Quality, Safety and Environmental Management
System which complies with the highest recognised standards. Furthermore, it adopted an organisational
structure focused on these aspects and has invested and continues to invest in training all its employees.
Indeed, it is aware that constant awareness on these issues at all levels plays a fundamental role in the correct
application of the System and is necessary to ensure and maintain a high level of safety and quality.
In 1995, SOL was one of the first Italian companies to join the Responsible Care programme, the global
chemical industry voluntary programme sponsored in Italy by Federchimica, in which it has been actively
involved ever since, including with a representative on the Steering Committee. The Company's commitment
to this programme was further strengthened with the signing of the Responsible Care Global Charter in
January 2015.
SOL's Quality certification process, which began in 1994, has progressively led to the following certifications
-
which were obtained by the end of 2023:
	ISO 9001 (quality management systems) for 186 SOL Group units (99 in the field of technical gases,
-	biotechnology and production of renewable energy and 87 in the home care sector);
	ISO 45001 (occupational health and safety management systems) for 88 group units (59 in the field of
-	technical gases and 29 in the home care sector);
	ISO 14001 (environmental management systems) for 40 group units (31 in the field of technical gases and
-	9 in the home care sector);
-	EMAS (environmental registration) for the Verona and Mantua plants and the Monza site;
-	ISO 50001 (energy management systems) for six group units in Germany and Slovenia;
-	ISO 22000 (food safety management) for 28 group units;
	ISO 27001 (information system security management systems) for the Monza site (SOL S.p.A., Vivisol S.r.l.,

SOL Gas Primari S.r.l. and Biotechsol S.r.l.) and for 27 units in the home care sector in the UK, the Netherlands, Spain and Poland.

Since 2009, SOL has published an annual Sustainability Report, also on its website, in which, in addition to a description of the Company's mission and values, it describes its sustainability governance and the Group's environmental, economic and social performance. Following the coming into force of Legislative decree no. 254/2026 which implemented Directive 2014/95/EU, as of 2017, the Company has prepared a non-financial statement (included in its Sustainability Report) which provides environmental and social disclosures and information about personnel, respect for human rights and the fight against active and passive corruption to the extent necessary to understand the Company's performance, results, position and the impact of its

5

operations. SOL decided to include this statement in the Sustainability Report, which remains separate from the financial statements, which is approved by the Board of Directors and made available to the Board of Statutory Auditors and the independent auditors for the necessary checks and compliance certification. The 2023 statement was approved by the Board of Directors at its meeting on 27 March 2024.

On 1 March 2012, SOL was one of the first Italian companies to adopt the Charter of Principles for Environmental Sustainability, a voluntary tool for companies that are members of Confindustria (the main association representing manufacturing and service companies in Italy), which sets out the shared values and actions necessary for consistent and gradual progress towards greater environmental sustainability, in addition to realistic and achievable goals for Italian companies.

1.3 SOL corporate governance system

SOL corporate governance system isgoverned by the law, the secondary legislation adopted by Consob and

other competent authorities, and by a set of organisational rules, regulations and internal procedures described

on the Company's website at www.solgroup.com to which reference should be made for a copy of all the relevant

corporate documentation. The website isperiodically updated to gather all the Group's regulated and

institutional information, with sections focused on sustainability, investors and shareholders.

The main corporate documents governing SOL corporate governance system are listed below, together with the

section of the Company's website where they are available.

Specifically, the

section includes the corporate documentation covering the following subsections:

•

"

" which shows the composition of SOL corporate bodies and the

of the

"Gove nance"

directors, statutory auditors and general managers in office, also indicating the independent auditors;

•

"

Corp rate Bodies

curricula vitae

" which includes the following documents pertaining to SOL corporate governance

system:

Corporate Documents

);

-

the Company By-laws (the "

-

Shareholders' Meeting Regulations;

-

By-laws"

-

Board of Directors' Regulations;

-

Procedure for transactions with related parties;

-

Internal dealing procedure;

-

Internal dealing communications;

231

Organisation, management and control model pursuant to Legislative decree no. 231/2001 (the "

-

" and the "

");

-

Whistleblowing procedure;

Decree

231 Model

Policy for Managing Dialogue with the Generality of Shareholders and Other Stakeholders (the

•

-

Engagement Policy)";

"

the Anti-corruption code;

" which includes:

•

-

the annual report of the board of directors on corporate governance and ownership structure;

Reports on corporate governance

-

the report on remuneration policies and remuneration paid;

The

the

"Code of Ethics"

which includes the Code of Ethics of the SOL Group.

"

s

" section comprises the following sub-sections:

' which includes:

"Investors

-

annual reports;

•

-

Resul

and Presentations

interim reports;

-

corporate presentations;

•

-

" which includes price-sensitive press releases and notices published in

•

"

sustainability reports;

national newspapers;

"

Press releases and financial notices

•

" which provides information about the eMarket SDIR transmission system and the

eMarket STORAGE mechanism available at www.emarketstorage.com run by Spafid Connect S.p.A., used by

SOL Stock Exchange

SOL for the transmission and storage of Regulated Information;

"

" where provides information about participation in the Shareholders' Meetings,

Questions and Answers &A) and, with respect to Shareholders' Meetings, in addition to the minutes and

For Shareholders

(Q

6

	all reports submitted to the Shareholders' Meeting, all other Shareholders' Meeting documentation
	(including, without limitation, the lists submitted for the appointment of the Board of Directors and the
	Board of Statutory Auditors, indicating whether the list is submitted by the majority or the minority
	shareholder).
In addition to the above corporate documentation, the following documents, also referred to in the Report, form
-
an integral part of SOL corporate governance system:
	the Procedure for handling inside information and for keeping the list of people with access to inside
	information) (pursuant to ruling national and EU legislation on corporate information and market abuse
-	for listed companies);
	the Integrated Quality, Safety and Environment Management System, which, with respect to safety, was ISO
-	45001 certified, which is relevant for the internal control system and the 231 Model;
		Antitrust Handbook			Antitrust Compliance Programme
-	the Code of Ethics and the related protocols;	Policy
	the			Vadem cum		implemented
	Pr vacy Policy	, which forms an integral part of the
-				and related Group	;
by SOL, with its Operational
-	the		implementing the GDPR;
-	the guidelines applicable to the internal control and risk management system;
	the regulations governing Board Committees.
1.4 SOL corporate governance structure
SOL is aware that an efficient system of corporate governance is one of the key elements in achieving the goals
of sustainable success.
As per its By-laws, SOL corporate governance is based on the traditional management and control model and
-
comprises the following corporate bodies:
-	Board of Directors;
-	Board of Statutory Auditors;
	Shareholders' Meetings.

The roles and functioning of the corporate bodies are governed by the laws and regulations in force from time to time, the By-laws and the resolutions passed by the competent corporate bodies.

The Board of Directors

As described in more detail in section 4 of the Report, the Board of Directors plays a central role in the Company's governance. Indeed, it sets the governance and administration of the Company by defining the strategies and monitoring their implementation, with the fundamental objective of pursuing the sustainable success of the Company and the Group, i.e., to create value in the long-term for shareholders, while considering the interests of the other stakeholders which are relevant for the Company (see Principles I-IV of the Code).

The Board of Directors is vested with the broadest powers for the ordinary and extraordinary management of the Company and may delegate its powers to one or more CEOs (who may also hold the office of Chair or Deputy Chair of the Board of Directors), determining the content, limits and any procedures for exercising the delegated powers. The Board of Directors may also assign special tasks to individual directors.

The delegation of powers within the Board of Directors does not exclude the broad competence of the Board of Directors, which, in any event, remains collectively vested not only with the power to issue directives to the delegated bodies and for the acts falling within the delegated power, but also with the power to direct and control the Company's overall management activities, examining and approving inter alia, the strategic, business and financial plans of the Company or the Group, the most significant transactions, transactions with related parties submitted to the approval of the Board of Directors or the board committee set up for this purpose, as well as defining the corporate structure and the allocation of operational responsibilities and management powers.

In accordance with the principles and recommendations set forth in article 2 of the Code on the composition of the corporate bodies, the Company's Board of Directors appointed for the 2022-2024three-year period (therefore, until the date of the shareholders' meeting called to approve the financial statements at 31 December 2024) is comprised of eleven directors, of which (i) a Chair and CEO, (ii) a Deputy Chair and CEO,

7

(iii) two additional executive directors and (iv) seven non-executive directors, five of whom meet the

independence requirements set forth in articles

.4, and 148.3 of the CLF and the Code. Furthermore, (i)

in compliance with the legal and regulatory provisions on gender balance (articles

.

of the CLF and

147-ter

.1 of the Issuers' Regulation), the Board of Directors is made up of six men and five women; (ii)

147-ter1-ter

one director is appointed by the minority shareholders based on the list voting rules (pursuant to article 10 of

144-undecies

of the CLF).

the By-laws and article

147-ter

Until 31 December 2023, the Board of Directors included (i) a committee for transactions with related parties

(the "

) and (ii) a remuneration committee (the "

"). As a "non-

large company", until 31 December 2023, SOL availed of the option not to set up a Control and Risk Committee

RPT Committee"

Remuneration Committee

and to assign the relevant functions to the Board of Directors. On 31 December 2022, SOL became a "large

company" pursuant to the definition of the Code (see section 1.1). Therefore, in accordance with the Code, on

1 January 2024, it set up a "

" (see section 3).

Finally, as a "company with concentrated ownership", under the Code, SOL is not required to set up a

Control, Risk and Sustainability Committee

Nomination Committee. Therefore, it assigned the relevant functions to the Board of Directors.

As part of the activities carried out to comply with the Code, on 18 February 2021, SOL Board of Directors

approved new Board of Directors' Regulations, which define "

the functioning of the board and its committe s,

directors", in accordance with Recommendation 11 of the Code. The Regulations were subsequently amended

including the means for recording the mi utes of the meetings and the procedures for providing i formation to

by the Board of Directors on 14 November 2023, to the extent of the section that regulates the Board

Committees, in order to provide for the set-up of the "Control, Risk and Sustainability Committee" and the rules

governing its composition, competence and functioning (for additional information about the functioning of

the Board of Directors, reference should be made to section 4.5).

The

Board of StatutoryAuditors

is responsible, inter alia, for monitoring:

of

-

compliance with the law and the By-laws;

-

compliance with the principles of good administration;

-

the adequacy of the Company's organisational structure for the aspects within its competence, the internal

control system and the administrative-accounting system, as well as the reliability of the latter in correctly

-

representing operations;

the effective application of the corporate governance rules set out in the Code, which the Company, by

-

means of public disclosures, has declared to comply with;

the adequacy of the instructions provided by the Company to its subsidiaries pursuant to article 114.2 of

the CLF.

The Board of Statutory Auditors appointed for the 2023-2025three-year period (therefore, until the date of

the Shareholders' Meeting called to approve the financial statements at 31 December 2025) is comprised of

three standing auditors and two alternate auditors who meet the requirements of independence,

professionalism and integrity set forth in the laws and the regulations in force from time to time. In Board of

Statutory Auditors: (i) one standing auditor who also acts as the Chair of the Board of Statutory Auditors and

one alternate auditor were appointed by minority shareholders through list voting (pursuant to articles 148.2

of the CLF,

of the Issuers' Regulation and 17 of the By-laws); and (ii) one standing.

auditor and one

alternate auditor belong to the less represented gender (pursuant to articles 148

of the CLF,

144-sexies

.1 of the Issuers' Regulation and 17 of the By-laws).

1-bis

144-

undecies

Shareholders'olders' Meetings may be ordinary and extraordinary and resolve on the matters reserved by the law and the By-laws. Therefore, Shareholders' Meetings resolve, inter alia, on (i) the appointment and removal of the members of the Board of Directors and the Board of Statutory Auditors, the determination of their remuneration and any liability actions; (ii) the approval of the financial statements and allocation of profits; (iii) the authorisation to purchase and dispose of treasury shares; (iv) the report on the remuneration policies and remuneration paid (v) any remuneration plans based on financial instruments in favour of directors, employees or collaborators of the Company, parents or subsidiaries; (vi) the amendments to the By-laws; (vii) merger and demerger transactions; (viii) the issue of convertible bonds and financial instruments; and (ix) all other matters subject by law to their competence.

8

The operation of Shareholders' Meetings are governed by Shareholders' Meeting Regulations.
For additional information about SOL corporate governance structure, it is noted that, as the date of the Report,
the following were in office:
	the manager in charge of financial reporting, appointed by the Board of Directors, after hearing the Board
-	of Statutory Auditors, on 11 September 2007, pursuant to article 154-bis of the CLF and article 11 of the
By-laws (the "						");
-
	the Related Party Committee most recently appointed on 11 May 2022 within the Board of Directors
				Manager in Charge of Financi l Reporting
	pursuant to the regulations containing provisions relating to transactions with related parties issued by
	Consob with resolution no. 17221 of 12 March 2010, as subsequently amended (the "
			) and the internal procedure on related party transactions approved by SOL Board of
-	Directors most recently on 16 June 2021 (the "					Related Party
					");
	Regulation"
	the Remuneration Committee most recently appointed on 11 May 2022 within the Board of Directors also
						Proc	ure for Transactions with Related Parties
-	pursuant to recommendations 16 and 25 of the Code;
-							appointed on 14 November 2023 and in force since 1
January 2024 within the Board of Directors also pursuant to recommendations 16, 32 and 35 of the Code;
	the Control, Risk and Sustainabil ty C mmittee
	The CEO and Deputy Chair as the director in charge of the internal control and risk management system
-	most recently appointed on 11 May 2022 (the "
	");			Director in Charge of the Risk Management and Co trol
	the head of the internal audit function most recently appointed on 30 March 2023	pursuant to
	System										");
-	recommendations 32(d), 33(b) and 36 of the Code (the "
-	the supervisory body (the " ") most recently appointed on 11 May 2022 pursuant to the 231 Decree;
									Head of the Internal Audit Function

the independent auditors inSBcharge of the statutory audit of SOL financial statements for the 2016-2024 period, appointed by SOL on 12 May 2017 (Deloitte & Touche S.p.A., with registered office in Milan, Via Tortona 25). The engagement covers the audit of the separate and consolidated financial statements, as well as the review of the condensed half-year financial statements, including checking that the Company's accounts are kept properly and signing the tax returns.

9

2. INFORMATION ABOUT THE COMPANY'S OWNERSHIP STRUCTURE (pursuant to article 123-bis.1 of the CLF)

at 26 March 2024

2.1 Structure of the share capital (pursuant to article 123-bis.1.a) of the CLF).

SOL subscribed and paid-upshare capital amounts to €47,164,000.00 and is comprised of 90,700,000 ordinary shares with a nominal unit value of €0.52.

There are no categories of shares other than ordinary shares.

The structure of the share capital with evidence of the ordinary shares is shown in Table 1 attached to the Report.

No other financial instruments granting the right to subscribe for newly issued shares have been issued. There are no share-based incentive plans (stock options, stock grants, etc.).

2.2 Restrictions on transfers of di securities (pursuant to article 123-bis.1.b) of the CLF).

There are no restrictions on the transfer of securities, such as limitations to owning securities or the need to obtain consent from the Company or other security holders.

2.3 Shareholders with significant interests in the share capital (article 123-bis.1.c) of the CLF).

Table 1 attached to the Report shows the significant direct and indirect interest in SOL share capital based on the communication sent to the Company pursuant to article 120 of the CLF.

Those who hold more than 3% of SOL share capital are required to make notifications pursuant to article 120 of the CLF.

2.4 Securities that convey special rights (pursuant to article 123-bis.1.d) of the CLF). There are no securities that convey special rights.

2.5 Employee share scheme (pursuant to article 123-bis.1.e of the CLF). No employee share scheme is in place.

2.6 Restrictions on voting rights (pursuant to article 123-bis.1.f) of the CLF).

There are no restrictions on voting rights, except for the terms and conditions for the exercise of the right to attend and vote at the Shareholders' Meeting in accordance with the law and the By-laws (see section 13 of the Report).

10