GovernanceX

The Board of Directors, appointed by the shareholders’ meeting on April 24, 2025, will remain in office for three fiscal years, until the approval of the financial statements of Edil San Felice S.p.A. as of December 31, 2027.

Francesco Di Ciommo serves as Chairman of the Board of Directors of the Issuer.
A Supreme Court lawyer and founder of the law firm “Di Ciommo & Partners,” he is Full Professor of Private Law at Luiss “Guido Carli” University, where he also teaches Corporate Governance.

He has served and continues to serve as a member of arbitration panels, boards of directors and boards of statutory auditors, as well as other control and/or supervisory bodies of private and public entities, in addition to holding appointments as judicial administrator on behalf of the Courts or as extraordinary liquidator on behalf of the competent Ministries.

Among his current positions: Pro-Rector of Luiss “Guido Carli” University; Vice President of Luiss ASD; Member of the Board of Directors of Cassa Depositi e Prestiti S.p.A.; Government-appointed Extraordinary Commissioner of Ilva S.p.A. (MIMIT); Member of the Board of Directors of the CEIS Foundation; Chairman of the Supervisory Bodies (ODV 231) of Munipia S.p.A. and Engineering DHUB S.p.A., both part of the Engineering Group; Chairman of the National Guarantee Commission of FISI – the Italian Winter Sports Federation (affiliated with CONI); and Chairman of the Safeguarding Office of FIG – the Italian Gymnastics Federation.

Lorenzo Di Palma serves as Executive Director of the Issuer.
He holds a degree in Business Administration and Economics and has gained extensive experience in managing company business, having started working in the family company in 2002, first as Technical Director and then as Sole Director, eventually becoming Chief Executive Officer of the Issuer in 2022.

Carlo Di Palma serves as a Member of the Board of Directors of the Issuer.
After teaching physical education and sports sciences in primary and lower secondary schools for 46 years, in 2022 Carlo Di Palma began working in the family company, becoming a member of the Board of Directors.

Fabiola De Sarno serves as a Member of the Board of Directors of the Issuer.
She graduated in Law from the University of Naples “Parthenope” in 2009 and gained significant experience working with several law firms in Nola (NA). In 2013 she qualified as a lawyer and in 2014 was admitted to the Bar of Nola (NA). In the same year she opened her own law firm, mainly providing consultancy in civil and commercial law. She has also gained considerable experience in business management, serving as director in several companies.

Carmine Orsini serves as a Member of the Board of Directors of the Issuer.
Director of the Engineering and Construction Business Unit of Edil San Felice S.p.A. SB, he boasts over 20 years of experience in international market-leading companies in the telecommunications, automotive, avionics, private healthcare and packaging & food sectors.
A Mechanical Engineering graduate, he has developed solid international expertise by coordinating procurement processes, program management, risk management, budgeting, IT management, quality and sustainability.

Vincenza Patrizia Rutigliano serves as a Member of the Board of Directors of the Issuer.
After graduating in Languages and History, she earned a PhD in Social Sciences and Journalism from the Catholic University of Milan. She has gained significant managerial experience in strategic sectors of public and private companies with strong international exposure — energy, public services, telecommunications, concession activities — as well as in public administration. She has also managed processes of transition towards market liberalization.

Valentina Lazzareschi, lawyer, serves as a Member of the Board of Directors of the Issuer.
She has over twenty years of experience in both public (Consip S.p.A., Postel S.p.A.) and private companies. After graduating with honors in Law from Luiss University, she earned a Master’s degree in European Community Law in Brussels.

For 13 years she was Chief of Corporate and Legal Affairs at Lottomatica Group S.p.A., a company listed on Euronext Milan of Borsa Italiana, where she also served as Secretary of the Board of Directors and as a member of the Supervisory Body, as well as Director of several companies of the Lottomatica Group and Secretary General of the Lottomatica Foundation.

She is currently Director of Legal and Corporate Affairs at Invitalia S.p.A.

The Board of Statutory Auditors, appointed by the Shareholders’ Meeting on April 24, 2025, will remain in office for three fiscal years, until the approval of the financial statements of Edil San Felice S.p.A. as of December 31, 2027.

Monica Scipione serves as Chairwoman of the Board of Statutory Auditors of the Issuer.
She graduated in Economics and Commerce from the University “La Sapienza” of Rome in 1995 and has been registered with the Order of Chartered Accountants and Accounting Experts since 2000 and with the Register of Statutory Auditors since 2001.

From 2007 to 2019 she carried out auditing and tax consultancy activities at Deloitte Touche Tohmatsu Limited – STS (Studio Tributario e Societario) in Rome and Naples.

Thanks to her consolidated professional experience, she has been appointed as a member of boards of directors and statutory auditor in several public and private companies — where, as a director, she also serves as a member of various internal committees — as well as in banks.

Michele Gargiulo serves as Statutory Auditor of the Board of Statutory Auditors of the Issuer.
He holds a degree in International Trade and Foreign Exchange Markets and has over ten years of experience in the banking sector, where he became Central Director.

Since 2012 he has been providing Strategic and Management Consulting to companies, gaining significant professional experience in corporate governance, tax planning, ordinary and extraordinary finance, as well as in financial statement auditing.

Maria Rosa Perri serves as Statutory Auditor of the Board of Statutory Auditors of the Issuer.
A Chartered Accountant and Statutory Auditor, she has many years of experience in financial statements, institutional relations consultancy, reporting and monitoring.

She also gives numerous lectures at training institutions on subsidised finance, technological innovation and internationalisation.

The Supervisory Body is composed of Lawyer Cristiano Capurro, Lawyer Gabriella Morgillo and Lawyer Bruno Parisi, in office for the three-year period 2025–2027.

Cristiano Capurro serves as Chairman of the Supervisory Body of the Issuer.
A lawyer and owner of the Capurro Law Firm, he works mainly in the field of Criminal Law at national and international level. He also provides consultancy to companies aimed at creating, updating and reviewing the Organization, Management and Control Model.

GENERAL PART
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CODE OF ETHICS

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L’incarico di revisione legale dei conti è stato conferito a RSM Società di Revisione e Organizzazione Contabile S.p.A., con sede legale a Milano, Via Meravigli n. 7, sino alla data dell’Assemblea convocata per l’approvazione del bilancio di esercizio di Edil San Felice S.p.A. al 31 dicembre 2025.