report on operations

General information

ESRS 2 General disclosures

BP-1: General basis for preparation of sustainability statements

The Reply Group’s 2025 Consolidated Sustainability Statement marks the second year of reporting on a consolidated basis, in accordance with the requirements of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS). The scope of consolidation is aligned with that of Reply Group’s consolidated financial statements. The consolidated sustainability statement is based on the results of the Group’s double materiality assessment, considering relevant impacts, risks, and opportunities. The assessment encompasses all stages of the Reply Group’s value chain, both upstream and downstream. Specifically, Reply’s value chain includes not only the activities and services directly provided by the Group, but also the upstream stages related to sourcing, and the downstream stages concerning the use of the Group’s services and solutions by clients and end users. A detailed description of the Group’s value chain and the outcomes of the double materiality assessment can be found in the following sections [SBM-1] STRATEGY, BUSINESS MODEL AND VALUE CHAIN and [SBM-3] MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY AND BUSINESS MODEL. For the purpose of sustainability indicators, the reporting aggregates operating locations by region, based on the countries where the Group operates, as follows:

• Region 1: Brazil, India, Italy, Poland, Romania, USA, China (Nanjing);

• Region 2: Austria, Croatia, Germany, Poland, China (Beijing);

• Region 3: Belgium, France, Luxembourg, Morocco, Netherlands, United Kingdom.

In 2025, Reply did not make use of the option to omit specific information related to intellectual property, know-how or innovation outcomes, nor did it apply the exemption for disclosing information on upcoming developments or matters under negotiation. Unless otherwise stated, no metric included in this document has been verified by an external party other than the statutory auditor.

1 With reference to Nexi Digital Polsa Sp.z.o.o.

BP-2: Disclosures in relation to specific circumstances

In preparing the consolidated sustainability statement and in analysing information related to material sustainability impacts, risks and opportunities, Reply has adopted time horizons in line with the provisions of ESRS 1:

• the short-term horizon is defined as a period of one year from the current reporting date;

• the medium-term horizon covers a period from one to five years from the current reporting period;

• the long-term horizon is defined as beginning five years after the current reporting period.

The use of estimates, the level of accuracy achieved, and, where applicable, any actions planned to improve accuracy in the future are detailed within the report. For each quantitative amount, whether metric or monetary, the report provides information on the sources of measurement uncertainty, as well as the assumptions, estimates, approximations and judgements applied. For the purpose of reporting forward-looking information in accordance with the ESRS, the Directors are required to prepare such information based on assumptions—outlined in the consolidated sustainability statement—regarding events that may occur in the future and possible future actions by the Group. Due to the uncertainty inherent in the occurrence of any future event, both in terms of whether it will actually happen and the extent and timing of its manifestation, actual results may differ significantly from the forward-looking information. As 2025 represents the second year of reporting by the Reply Group in accordance with the requirements of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS), a comparison with the previous reporting period is possible in the presentation of sustainability information. No material changes have been identified in the report preparation criteria or in the metrics subject to assurance compared to the previous year. For further details regarding the changes identified as a result of the double materiality assessment, please refer to the chapters [SBM-3] MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY AND BUSINESS MODEL and [IRO-1] DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL IMPACTS, RISKS AND OPPORTUNITIES. Lastly, no material variances have been identified in comparative indicators, nor have any significant changes been made to the calculation methodologies applied compared to the previous reporting; furthermore, no material reporting errors have been identified in previous reporting periods. This consolidated sustainability statement reporting includes information related to environmentally sustainable investments pursuant to Regulation (EU) 2020/852 as outlined in the section DISCLOSURES PURSUANT TO ARTICLE 8 OF REGULATION (EU) 2020/852 (TAXONOMY REGULATION) of the chapter ENVIRONMENTAL INFORMATION. In addition, the Group has chosen to include certain disclosure requirements by reference, which are explicitly indicated in the relevant chapters of this document.

Governance

This chapter provides an overview of the processes, controls and governance procedures established to monitor, manage and oversee the material impacts, risks and opportunities relevant to the Group.

[GOV-1] The role of the administrative, management and supervisory bodies

The administrative, management and supervisory bodies follow a clear hierarchical structure, led by the Board of Directors. This structure includes operational oversight bodies such as the Board of Statutory Auditors and several operational committees, including the Sustainability (ESG) Committee and the Control and Risks Committee. The Board of Directors is the collective management body, vested with all powers related to both ordinary and extraordinary administration. It performs a guiding and supervisory role over the Group’s overall activities, aiming to achieve sustainable success and create medium- to long-term value for shareholders. The Board of Directors assesses management performance by comparing actual results with planned targets, and evaluates risks in line with strategic objectives, considering factors that may affect the Company’s sustainable success. The Board also reviews and evaluates, on a regular basis and in conjunction with the approval of the annual and semi-annual financial reports, the adequacy of the Group’s organizational, administrative and accounting structure, with specific reference to the internal control and risk management system. This evaluation is also based on the preliminary work conducted by the Control and Risks Committee, which relies in turn on audits carried out by the Internal Audit function. The Board of Directors of Reply S.p.A. consists of a variable number of members, in accordance with Article 15 of the Articles of Association (“Administration”), ranging from 3 to a maximum of 11, as determined by the Shareholders’ Meeting. The number, expertise, authority, and time availability of the non-executive directors ensure that their judgement carries significant weight in board decision-making, and that effective oversight of management is maintained. Currently, the Company’s Board of Directors is composed of 10 members, of which: 5 are executive directors (2 women and 3 men), 1 is a non-executive director (male), and 4 are non-executive and independent directors (2 women and 2 men). For further details, please refer to the chapter GOVERNANCE INFORMATION in section [ESRS 2 GOV-1] THE ROLE OF THE ADMNISTRATIVE, SUPERVISORY AND MANAGEMENT BODIES. There are no employee representatives or trade union delegates present within the Board of Directors or, more generally, within the organizational structure of Reply. The Company’s Board of Directors is composed of 2 women and 4 men aged between 55 and 80, and 2 women and 2 men aged between 45 and 55; 1 woman holds the position of CEO. The current gender composition of the Board of Directors is 60% male and 40% female. With regard to diversity policies in the composition of the Board of Directors and the Board of Statutory Auditors, the Board has not deemed it necessary to formalize a dedicated diversity policy, as such principles are already applied within the company’s organizational framework. Moreover, national regulations provide adequate provisions to ensure gender balance, which the Company has complied with during the most recent appointments of the administrative and supervisory bodies. The Company applies diversity criteria, including gender diversity, in the composition of both the Board of Directors and the Board of Statutory Auditors, in line with the primary objective of ensuring the appropriate competence and professionalism of their members. The composition of the Board of Directors and the control body is also adequately diversified in terms of age, educational background, and professional experience of the members in office. The Board of Directors of Reply S.p.A. includes 4 Independent Directors out of a total of 10, representing 40% of the entire board, in accordance with the independence criteria established by applicable regulations. The appointment of directors is governed by the Company’s Articles of Association, specifically Article 16 “Appointment of Directors,” which takes into account gender balance requirements under national legislation. For further information on the experience of the Board of Directors, please refer to the section [ESRS 2 GOV-1] THE ROLE OF THE ADMNISTRATIVE, SUPERVISORY AND MANAGEMENT BODIES. Among the supervisory and control bodies, the Board of Statutory Auditors monitors compliance with the law and the Articles of Association, oversees corporate management, the adequacy of the organizational structure, and the implementation of the Corporate Governance Code. It also performs internal control and audit functions, monitoring financial reporting, the effectiveness of the internal control and risk management systems, the statutory audit of the accounts, and the independence of the external auditor. The statutory audit is not carried out by the Board itself but is entrusted to an audit firm appointed by the Shareholders’ Meeting. As part of the oversight activities carried out during the year, the Board of Statutory Auditors coordinates with the Internal Audit function, the Control and Risks Committee, and the Supervisory Body through periodic information exchanges during the quarterly meetings of the Board, as well as through the participation of its Chairperson, and occasionally the Standing Auditors, in meetings of the Control and Risks Committee. The Board of Statutory Auditors is composed of three Standing Auditors and two Alternate Auditors, specifically: Dr. Ciro Di Carluccio (Chair), Prof. Donatella Busso (Standing Auditor), Prof. Piergiorgio Re (Standing Auditor), Dr. Gabriella Chersicla (Alternate Auditor), and Dr. Stefano Barletta (Alternate Auditor). In 2021, the Board of Directors established the Sustainability (ESG) Committee, supported operationally by the ESG team. The Committee is composed of CEO Eng. Tatiana Rizzante and Independent Directors Prof. Domenico Giovanni Siniscalco and Eng. Secondina Ravera. They are responsible for defining the overall strategic approach to sustainability, with a particular focus on the material impacts, risks, and opportunities relevant to the Group. The Committee defines objectives and monitoring methods, aiming to clearly communicate Reply’s commitment to sustainability issues to all stakeholders. The CEO, Eng. Tatiana Rizzante, periodically reports to the full Board of Directors on the topics addressed by the Committee and the related proposals. The Board of Directors has established the Control and Risks Committee, currently composed of Non-Executive and Independent Director Prof. Federico Ferro-Luzzi, Non-Executive Director Daniele Angelucci, and chaired by Lawyer Patrizia Polliotto (Lead Independent Director). The members possess adequate knowledge and experience in risk management, based on their professional backgrounds and expertise in the industry in which the Company operates. For further details on the experience and expertise of the members of the aforementioned administrative, management and supervisory bodies, please refer to the chapter [ESRS 2 GOV-1] THE ROLE OF THE ADMNISTRATIVE, SUPERVISORY AND MANAGEMENT BODIES. The Control and Risks Committee meetings are attended, upon invitation by the Committee Chair, by the CFO—responsible for the internal control and risk management system—the Head of the Internal Audit function, the Chair of the Board of Statutory Auditors, and, on occasion, the Standing Auditors. At the end of each meeting, a specific report is drawn up, summarizing the Committee’s proposals. The Corporate Governance Code provides that the Chief Executive Officer is responsible for establishing and maintaining the internal control and risk management system. In addition, the CEO must ensure that the Head of Internal Audit is granted the necessary conditions to carry out their activities in compliance with applicable regulations. However, at its meeting on 23 April 2024, the Board of Directors appointed Eng. Marco Cusinato as the director in charge of the internal control and risk management system, assigning him the task of ensuring its effectiveness and compliance with the provisions of the Corporate Governance Code. This appointment is justified by the comprehensive understanding of the Company’s and the Group’s organizational structure that his role enables him to have, as well as by the experience he has gained within the Reply Group, where he has worked for over 25 years. In the meeting held on 14 November 2024, the Board of Directors confirmed Mr. Edoardo Dezani as Head of the Internal Audit function, based on the proposal of the Director in charge of the internal control system, following the favourable opinion of the Control and Risks Committee and after consulting the Board of Statutory Auditors. He is responsible for verifying the functioning and adequacy of the internal control and risk management system. The Head of Internal Audit reports hierarchically to the Lead Independent Director and operates based on the mandate and audit plan approved by the Board of Directors. He prepares periodic reports assessing the adequacy of the internal control and risk management system and the reliability of the information systems, including accounting systems, and reports on his work to the members of the Board of Directors, Senior Management, the Control and Risks Committee, and the Board of Statutory Auditors. The methodological approach adopted for the assessment of the internal control and risk management system, including sustainability-related risks, is based on the principles of the CoSO Framework, one of the main internationally recognized standards. For further details, please refer to paragraph [GOV–5] RISK MANAGEMENT AND INTERNAL CONTROLS OVER SUSTAINABILITY REPORTING. The administrative, management and supervisory bodies possess expertise in sustainability, developed through regular consultations with the Sustainability Committee and the ESG Team. These updates complement the existing governance expertise, ensuring continuous alignment with regulatory and market developments and effective monitoring of ESG-related impacts, risks and opportunities The effectiveness of the Board of Directors and its Committees—as well as their size and composition—is evaluated periodically in accordance with the Corporate Governance Code. The most recent evaluation was conducted on 12 March 2025, during which the Board concluded that the current structure of the Board and its Committees complies with the provisions of the Code.

[GOV-2] Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies

The Sustainability (ESG) Committee is responsible for monitoring the implementation and effectiveness of the Group’s sustainability policies, actions, metrics, and targets. The Committee meets at least twice a year to discuss and make decisions on sustainability matters and performs preparatory, advisory, and support functions for the Board of Directors in relation to sustainable development. The Committee also supports the Board of Directors in the preparation of the consolidated sustainability statement. In this context, an operational ESG team is in place. This team, working in close coordination with the Sustainability Committee, manages and addresses sustainability matters in collaboration with all key internal functions. In particular, it is responsible for preparing and drafting the Group’s consolidated sustainability statement on a regular basis. The ESG team reports directly to the CEO, confirming that sustainability is a core component of Reply’s strategy. The CEO informs the Board of Directors of the matters discussed and approved by the Sustainability Committee. The ESG-related topics and sub-topics identified through the double materiality assessment, as defined by the Sustainability Committee, were shared with and submitted for validation by the Board of Directors. The Sustainability Committee and the ESG Team therefore play a crucial role in overseeing the company’s strategy, in decisions related to significant operations, and in the risk management process. The approved relevant sustainability topics and sub-topics, along with the associated impacts, risks, and opportunities, are presented in paragraph [SBM-3] MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY AND BUSINESS MODEL.

[GOV-3] Integration of sustainability-related performance in incentive schemes

The Board of Directors, based on the proposal of the Remuneration Committee, adopts resolutions regarding the fixed remuneration of Executive Directors and defines the procedures for determining the variable component of their remuneration. The variable component is structured through the allocation of a profit-sharing scheme pursuant to Article 22 of the Company’s Articles of Association, with annual resolutions for the short-term component and resolutions at the beginning of the reference period for the medium- to long-term component. The Shareholders’ Meeting approves, through a binding vote, the first section of the Remuneration Report, which contains the Remuneration Policy, with the frequency required by the duration of the policy as defined, and in any case at least every three years or whenever the policy is amended. The incentive plan currently in force was approved by the Shareholders’ Meeting on April 23, 2024, and covers the period 2023–2026.
The Remuneration Committee assesses performance as follows:

• annually, with respect to the short-term variable component;

• at the end of the reference period, for the medium- to long-term variable component.

Based on information and analyses provided by internal departments, the Committee formulates and shares with the Board of Directors the proposal for profit-sharing allocations to be submitted to the Shareholders’ Meeting, along with the related distribution. The Shareholders’ Meeting is then called upon to approve the proposed allocation of the variable remuneration component. With specific regard to incentive systems linked to sustainability matters, for the medium- and long-term variable component (valid through 31 December 2026), performance targets are set over a four-year period and are tied to the following indicators: EBIT (Earnings Before Interest and Taxes), TSR (Total Shareholder Return), CFO (Operating Cash Flow), and ESG. For the ESG indicator, the only defined target is the achievement of Carbon Neutrality by 2025. Performance indicators are weighted based on their alignment with the corporate strategy and the level of operational responsibility of Executive Directors and Executives with strategic responsibilities, as follows: 58% EBIT, 26% TSR, 8% CFO, and 8% ESG target of Carbon Neutrality As set out in the paragraph [E1-4] TARGETS RELATED TO CLIMATE CHANGE MITIGATION AND ADAPTATION the carbon neutrality objective was achieved in the course of the 2025 financial year. However, the incentive linked to the achievement of the Carbon Neutrality target will be granted, in line with the Remuneration Policy.

[GOV-4] Statement on due diligence

Currently, the Reply Group has not yet defined a formalized procedure for the sustainability due diligence process. However, key elements of due diligence are in place and are presented in the following table, with references to the specific chapters and sections where they are addressed in detail.

[GOV–5] Risk management and internal controls over sustainability reporting

The Board of Directors has established the Control and Risks Committee within its structure, with preparatory, advisory, and consultative functions, for the operational management of the internal control and risk management system. This Committee evaluates the effectiveness of the internal control system on a semi-annual basis and ensures that the information disclosed in this annual report is accurate and transparent. However, ultimate responsibility for the system lies with the Board of Directors, which defines its strategic guidelines and work plan, based on the Committee’s assessment, and monitors its adequacy. The methodological approach adopted for evaluating the internal control and risk management system—including sustainability-related risks—is based on the principles of the CoSO Framework, one of the internationally recognised standards. Using this model, the Group has mapped and carried out a qualitative assessment of the most significant risks (including those relevant to sustainability), both in terms of potential risk and associated first- and second-level controls, resulting in a measurement of residual risk. The Internal Audit function is responsible for monitoring the sustainability reporting process through control testing activities and identifying any weaknesses in the internal control system. Internal Audit reports the outcomes of these control activities semi-annually to the Board of Directors and the Control and Risks Committee. Based on the findings reported, action plans are subsequently defined and integrated into operational processes through a systematic and structured approach. The ESG team is responsible for drafting detailed procedures that define roles and responsibilities, ensuring full traceability of the entire reporting process. Furthermore, the ESG team ensures continuous training for staff involved in sustainability reporting, making sure they are always up to date on applicable regulations. Data collection is managed through an annual work plan, with periodic checks in place to ensure the accuracy and completeness of the information.

Strategy

The following sections analyse the elements of Reply’s strategy related to sustainability, its business model and value chain, highlighting how the Group integrates stakeholder interests and how the impacts, risks and opportunities identified through the double materiality assessment influence its overall strategy.

[SBM-1] Strategy, business model and value chain

The Reply Group offers a wide range of services, as detailed in the “Reply” section of the Financial Report. These include strategic consulting, communication, design, processes and technology, as well as system integration services that combine business consulting with innovative, high value-added technological solutions. In addition, Reply provides cutting edge digital services by leveraging new communication channels and emerging digital trends. The main markets in which Reply operates are also described in the “Reply” section of the Financial Report. The Group’s services extend across several geographic areas, divided into regions, as described in paragraph BP-2: DISCLOSURES IN RELATION TO SPECIFIC CIRCUMSTANCES. The number of employees active in each region is presented in the following paragraph ESRS S1 OWN WORKFORCE. In 2025, there were no significant changes in the services offered or in the markets where the Group operates. It should be noted that Reply does not provide prohibited services in restricted markets and is not active in the fossil fuel sector, chemical manufacturing, controversial weapons, or the cultivation and production of tobacco. Through its first double materiality assessment, Reply identified the material impacts, risks and opportunities relevant to the Group, which guide the strategy and the business model with the goal of mitigating negative impacts and financial risks, while capturing opportunities and maximising positive impacts on key material topics. In general, the strategy is built around key pillars aimed at ensuring well-being and fairness for the workforce throughout the value chain, promoting energy efficiency and reducing greenhouse gas emissions through the implementation of low-consumption technologies and responsible energy management practices. Lastly, the Group aims to expand its offering of sustainability-oriented solutions for its clients by developing consulting services that support companies in their transition toward more sustainable operating models. These strategic elements not only reinforce Reply’s commitment to sustainability but also help generate positive impacts on communities and the environment, creating value and building stakeholder trust. For further details, please refer to paragraph [SBM-2] INTERESTS AND VIEWS OF STAKEHOLDERS. Currently, Reply has not set specific sustainability-related targets in terms of significant product and service groups, customer categories, geographic areas, or stakeholder relationships. However, the Group has committed to achieving Net Zero by 2030, as part of its transition towards a more sustainable and environmentally responsible business model. For further details, please refer to paragraph [E1-4] TARGETS RELATED TO CLIMATE CHANGE MITIGATION AND ADAPTATION. Reply has not made use of the exemption from disclosure provided under Article 18(1)(a) of Directive 2013/34/EU. For a description of Reply’s business model, main activities, and principal customer segments, please refer to the paragraph “Reply” in this “Annual Financial Report.” For information on the cost and revenue structure, in accordance with the disclosure requirements under IFRS 8, please refer to NOTE 37 – Segment Reporting in the Financial Report. The main resources used by the Group to carry out its business operations are:

• Human capital, which is crucial to delivering and ensuring the quality of the services offered by the Group. In this regard, Reply invests in the training and professional development of its employees, ensuring they have the necessary skills to perform their duties, and in welfare systems to attract and retain top talent. For more information, please refer to the chapter ESRS S1 OWN WORKFORCE.

• IT and technological systems: Reply invests in advanced technologies and adopts an innovative approach to develop and implement technological solutions that support its business activities.

Reply’s value chain
Reply operates through a network structure composed of specialised companies focused on processes, applications, and technologies, which act as centres of excellence in their respective areas:

• Processes – For Reply, understanding and applying technology means introducing an enabling factor for business processes, thanks to in-depth knowledge of the market and specific industrial contexts;

• Applications – Reply designs and develops application solutions tailored to the core business needs of clients across various industry sectors;

• Technologies – Reply optimises the use of innovative technologies, delivering solutions that ensure maximum efficiency and operational flexibility for its clients.

Reply's services include:

• Consulting – strategic, communication, design, process and technology consulting;

• System Integration - to best utilise the potential of technology, combining business consulting with innovative, high-value-added technological solutions;

• Digital Services - innovative services based on new communication channels and emerging digital trends.

Reply’s value chain includes not only the above-mentioned services delivered directly by the Group, but also upstream phases relating to direct and indirect procurement, as well as downstream phases concerning the use of the Group’s solutions by its clients, as illustrated in the table below.

[SBM-2] Interests and views of stakeholders

Stakeholder engagement activities aim to integrate stakeholder expectations and views into the Group’s strategy and business model. These activities foster continuous and transparent dialogue throughout the entire value chain, with the goal of building long-lasting trust-based relationships. Below are the main categories of stakeholders identified by Reply.

Figure 1: Stakeholder categories identified as relevant for the Reply Group.

Reply Group adopts a continuous dialogue and engagement approach with its stakeholders through targeted initiatives, structured moments of interaction, and the regular sharing of information. The table below outlines the main stakeholder categories identified by the Group, along with the commonly used engagement channels. In particular, it is noted that stakeholders, including external parties, are engaged with the various corporate functions according to their respective areas of responsibility, and that such interactions occur at defined intervals and within structured contexts, thereby facilitating the exchange of information pertinent to specific topics. An illustrative example is provided by periodic meetings with suppliers, during which matters relating to their qualification process are addressed, such process being assessed on the basis of a range of criteria, including ESG considerations. The Group has engaged internal stakeholders responsible for its key areas in the process of identifying impacts, risks and opportunities through formal meetings and structured interviews. This engagement has enabled continuous and systematic alignment among the key functions that maintain the most significant relationships with the identified external stakeholders, including customers, competitors, public administrations and suppliers, thereby indirectly reflecting their expectations and interests and contributing added value to the double materiality assessment process. Where deemed appropriate, the process has also entailed the involvement of top management and/or the Board of Directors (representing the shareholders), in order to ensure adequate oversight of the most material matters. This approach ensures that stakeholders’ expectations and concerns are thoroughly analysed and duly incorporated into the definition of the Reply Group’s sustainability strategy. Moreover, the administrative, management, and supervisory bodies of Reply receive regular updates on stakeholder views and interests, including the outcomes of the double materiality assessment. These activities have enabled the collection of information instrumental to the performance of the double materiality assessment and to the determination of its outcomes. No additional stakeholder engagement measures are currently planned beyond those conducted on an annual basis.

[SBM-3] Material impacts, risks and opportunities and their interaction with strategy and business model

In 2025, in addition to representing the second year of reporting in compliance with the CSRD, the Group updated its double materiality assessment with the aim of comprehensively reassessing impacts, risks, and opportunities in light of the internal and external context in which Reply Group operates, while capturing any potential developments. This section outlines the material impacts, risks, and opportunities identified by the Group through the double materiality assessment, which guides the preparation of this consolidated sustainability statement. It highlights how these elements interact with the Group’s strategy and business model. The update of the double materiality assessment did not result in any changes to the relevant sustainability topics compared to 2024. The main development concerns the alignment of the risk and opportunity assessment methodology with the Group’s Enterprise Risk Management (ERM) Framework, ensuring a consistent and integrated approach, fully aligned with the ERM both in terms of content and methodology adopted. Specifically, the changes compared to the results of the previous year mainly emerge at the level of sub-topics and sub-sub-topics, particularly within the social domain. In this context, the sub-sub-topic “Work–life balance along the value chain” (S2 – Workers in the value chain) and the sub-topic “Social inclusion of consumers and/or end-users” (S4 – Consumers and end-users) are no longer considered material, as in 2025 they were not associated with significant impacts, risks, or opportunities for the Group. For further details on the process adopted to identify impacts, risks, and opportunities relevant to Reply Group, please refer to paragraph [IRO-1] DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL IMPACTS, RISKS AND OPPORTUNITIES. The table below provides a summary of the actual and potential impacts—both negative and positive—as well as the material risks and opportunities for the Group. It includes a description of where these impacts risks and opportunities arise and are concentrated across the Group’s operations and value chain, both upstream and downstream. With regard to the Group’s material impacts, the description explains how these impacts affect people and the environment along the value chain, particularly in the context of business relationships. The current and expected effects of the relevant impacts, risks, and opportunities on the business model, value chain, strategy, and decision-making process are detailed in the table below and in the corresponding thematic sections of the document. Furthermore, the document outlines how the Group responds or intends to respond to these effects, ensuring a proactive and strategic management of emerging challenges and opportunities. Finally, material impact, risk and opportunity, the reasonably expected time horizons are indicated, as defined in paragraph BP-2: DISCLOSURES IN RELATION TO SPECIFIC CIRCUMSTANCES. It should be noted that no impact, risk or opportunity is reported through additional, Group specific disclosures. Finally, as of 31 December 2025, Reply did not identify any risks or opportunities that have resulted in financial impacts. The risks and opportunities presented in the table below, although classified as short-term, are of a potential nature and did not give rise to any financial effects during the reporting period. Furthermore, the Group considers that none of these give rise to a significant risk of material adjustments to assets and liabilities in the forthcoming financial year. To ensure the ability to address material impacts and risks and to seize relevant opportunities in the area of sustainability, Reply has developed its own corporate strategy, as described in paragraph [SBM-1] STRATEGY, BUSINESS MODEL AND VALUE CHAIN.

Gestione degli impatti, dei rischi e delle opportunità

This section aims to illustrate the process of identifying impacts, risks and opportunities, as well as the information that, following the double materiality assessment, Reply has included in this consolidated sustainability statement.

[IRO-1] Description of the processes to identify and assess material impacts, risks and opportunities

As described in paragraph [SBM-3] MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY AND BUSINESS MODEL, in 2025 the Group carried out its second double materiality assessment with the aim of refining the financial materiality methodology by aligning it with the ERM and reassessing the materiality of impacts, risks and opportunities (IROs), and consequently the sustainability topics subject to disclosure. In particular, a sustainability topic may be considered material if it is associated with an impact, risk and/or opportunity deemed relevant through one or both of the following analyses:

• Impact materiality: A sustainability topic is considered material from an impact perspective if it results in actual or potential, positive or negative, significant impacts for the Group—either under the company’s direct control or across its value chain, both upstream and downstream. This includes the effects of its products and services and business relationships on people and the environment over the short, medium and long term.

• Financial materiality: A sustainability topic is considered material from a financial perspective if it generates or may generate significant financial effects for the Group, either negative (risks) or positive (opportunities). These effects have, or are reasonably expected to have, a material influence on the company’s development, financial position, performance, cash flows, access to capital or cost of capital in the short, medium or long term. Such risks and opportunities may arise from activities carried out under the direct control of the company or across its value chain, both upstream and downstream.

In line with the previous year’s exercise, the Group involved its business functions in the IRO assessment process, ensuring a comprehensive and up-to-date analysis of ESG topics relevant to the Group. Specifically, the double materiality process was structured into the following main phases:

1. Context analysis, definition of the value chain, and identification of material impacts, risks and opportunities
Starting from a benchmark analysis conducted on its main competitors, the Group subsequently carried out—consistent with the previous year’s exercise—direct engagement with the heads of key business functions, both to review the Group’s value chain and to update the list of impacts, risks and opportunities to be submitted to the materiality assessment. The functions involved in the process are as follows:

• ESG;

• Finance;

• HR;

• ICT;

• Internal Audit;

• Investor relations;

• Operations;

• Purchasing;

• Risk Management;

• Sourcing.

The benchmark analysis and the engagement of business functions made it possible to confirm the Group’s value chain and, consequently, the main actors, suppliers and customers across the different stages of the value chain already identified during the previous year, as described in paragraph [SBM-1] STRATEGY, BUSINESS MODEL AND VALUE CHAIN. At the same time, this process enabled the Group to update the list of impacts, risks and opportunities across the entire value chain, taking into account the activities, geographies and sectors in which the Group operates.

2. Assessment of impacts, risks and opportunities
Finally, a thorough assessment was carried out on the impacts, risks and opportunities identified in the previous phase. This evaluation also included a review of internal documents, applicable regulations, and validation by the functions involved in the process. The following section provides a detailed explanation of how the assessment process for impacts, risks and opportunities (IRO) was conducted.

Impact Materiality
In defining the Group’s material impacts on people and the environment, the following elements were considered:

• all the Group’s activities and most significant business relationships;

• all the geographies in which Reply operates;

as described in paragraph [SBM-1] STRATEGY, BUSINESS MODEL AND VALUE CHAIN. Negative impacts were assessed based on their likelihood of occur. Specifically:

• Scale refers to how serious an impact is;

• Scope refers to the extent of the impact in terms of the stages and geographies of the value chain where it occurs;

• Irremediability refers to how difficult it is to remediate the negative impact.

Positive impacts were assessed based on their likelihood of occurrence, as well as their scale and the scope in which they occur. Both negative and positive, potential and actual impacts were also evaluated with respect to the time horizon in which they may occur (short, medium, or long term). The process for prioritising impacts was carried out using predefined materiality quantitative thresholds. The monitoring of potential and actual impacts on the environment and people is carried out through continuous analysis of the effects of the actions implemented. These actions aim to mitigate negative impacts and promote positive ones. For further details, please refer to the corresponding thematic sections of the consolidated sustainability statement.

Financial Materiality
Reply has identified and assessed the sustainability-related risks and opportunities that generate—or may generate—financial effects in the short, medium, and long term, based on the impacts identified as material through the impact materiality assessment. The monitoring of risks and opportunities is carried out through continuous analysis of the effects of the external context on the Group’s business, with the aim of promptly identifying potential threats and emerging opportunities. This evaluation also considers dependencies, i.e., external factors the Group relies on to carry out its activities, such as strategic suppliers, skilled personnel, clients, and energy sources. In addition, it takes into account the actions implemented by the Group—such as investments in energy efficiency—to mitigate negative impacts and/or maximise positive impacts on sustainability. The relevance of risks and opportunities was assessed based on their likelihood of occurrence and the magnitude of their financial effects and then prioritised using predefined materiality quantitative thresholds. As outlined in the preceding paragraphs, the double materiality assessment was conducted in coordination with the Risk Management function. The adoption of the ERM evaluation methodology enabled a consistent and comparable determination of the significance of risks and opportunities, strengthening the alignment between consolidated sustainability statement and strategic risk management. The double materiality assessment is therefore presented to and validated by the Sustainability Committee and approved by the Board of Directors as part of the Consolidated Sustainability Report. Furthermore, as described in paragraph [GOV–5] RISK MANAGEMENT AND INTERNAL CONTROLS OVER SUSTAINABILITY REPORTING the Group has begun to define the internal control measures performed by the Internal Audit function in relation to the reporting process and key ESG topics. To ensure the robustness of the results, validation meetings were held with the Group’s top management. These meetings were attended by the heads of the functions involved in the process. The results were validated by the Sustainability Committee and, at a later stage, shared with the Board of Directors. This involvement ensured direct discussion of the outcomes and full alignment, strengthening governance and the transparency of the process undertaken. Moreover, no predefined assumptions were applied as a basis for this process. The double materiality process and the results obtained will be reviewed, upon corporate decision, in the event of changes to the company’s scope or in response to regulatory developments.

[IRO-2] Disclosure requirements in esrs covered by the undertaking’s sustainability statement

This section outlines the disclosure requirements included in this consolidated sustainability statement, along with the topics that have been omitted as they were deemed “not material” based on the results of the double materiality assessment. Below is the list of disclosure requirements that Reply has addressed in this consolidated sustainability statement, based on the outcomes of the double materiality assessment.

The information requirements stemming from other EU legislative acts have been assessed as not material. Based on the results of the double materiality assessment, and in line with the previous reporting period, Reply concluded that the following topical ESRS are not material for the Group: Pollution (ESRS E2), Water and Marine Resources (ESRS E3), Biodiversity and Ecosystems (ESRS E4), Resource Use and Circular Economy (ESRS E5), and Affected Communities (ESRS S3). Specifically, environmental topics related to pollution, water and marine resources, biodiversity and ecosystems, and resource use and circular economy will not be reported by the Group, as they are not considered material to the business, the value chain, or the Group’s commercial relationships. This assessment is consistent with the nature of Reply’s activities, which operate in the IT services and technology consulting sector—an area generally characterised by limited and non-significant indirect environmental impacts. In particular, the impacts associated with the aforementioned topics mainly occur along the value chain, during the extraction of raw materials and the manufacturing of hardware and IT equipment used in the Group’s operations. These impacts could potentially affect pollution, water consumption, biodiversity, resource use, and waste management. However, they have been deemed not material, given the low volumes of purchased equipment, the limited involvement of the supply chain, and the low likelihood of occurrence. Similarly, due to the nature of the Group’s business, no material impacts have been identified with respect to affected communities, intended as impacts on economic, social, and cultural rights, political and civil rights, or specific rights of Indigenous Peoples.

Reply adopts a structured approach to identify the relevant information to be disclosed regarding the impacts, risks and opportunities assessed as material. This approach is based on the principles outlined in ESRS 1, section 3.2, and involves the categorization of its impacts, risks and opportunities through the application of materiality thresholds, as described in paragraph [IRO-1] DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL IMPACTS, RISKS AND OPPORTUNITIES.

[MDR-P] Policies adopted to manage material sustainability matters

The Reply Group has developed policies for each material topic, with the aim of managing the relevant impacts, risks, and opportunities. The primary responsibility for the implementation of these policies is assigned, from time to time, to the relevant senior-level figure within the Group, who periodically monitors their effectiveness. The specific policies related to the various aspects of sustainability are described in detail in the following sections, providing a clear and comprehensive overview of Reply Group’s commitment to sustainability.

Environmental information

Disclosures pursuant to article 8 of regulation (EU) 2020/852 (taxonomy regulation)

The 2025 Sustainability Report includes, for the fifth consecutive year, the application of the provisions introduced by the EU Taxonomy, established by Regulation (EU) 2020/852² (hereinafter also referred to as the “Regulation”), which forms an integral part of the Sustainable Finance Action Plan launched by the European Commission in 2018. The Regulation aims to define the “degree of environmental sustainability” of investments, enhancing market transparency for the benefit of investors and consumers.

The Regulation introduces a unified classification system at EU level for identifying environmentally sustainable economic activities. An activity is considered eligible if it contributes to the achievement of at least one of the following six environmental objectives:

• Climate Change Mitigation (CCM);

• Climate Change Adaptation (CCA);

• Sustainable Use and Protection of Water and Marine Resources (WTR);

• Transition to a Circular Economy, including waste reduction and recycling (CE);

• Pollution Prevention and Control (PPC);

• Protection and Restoration of Biodiversity and Ecosystems (BIO).

An eligible activity may be considered aligned if it meets the following requirements:

• Substantial contribution criteria⁵: verification of compliance with the technical screening criteria defined for each activity, to determine its substantial contribution to one or more environmental objectives;

• Do No Significant Harm (DNSH) criteria⁶ verification that, while contributing to at least one environmental objective, the activity does not cause significant harm to the other objectives set out in the Regulation;

• Minimum safeguards⁷: verification that the activity is carried out in compliance with the minimum social safeguards referred to in the Regulation, relating to human and labour rights, in line with international principles and conventions.

In 2021, the European Commission adopted the Climate Delegated Act⁸, which covers the first two climate objectives (mitigation and adaptation), defining the technical screening criteria for economic activities that substantially contribute to their achievement without causing significant harm to the remaining environmental objectives.
In 2023, the European Commission published two important updates:

• Delegated Regulation (EU) 2023/2485 (June 2023), which amends the Climate Delegated Act by introducing new activities and additional technical screening criteria for the climate change mitigation and adaptation objectives;

• the Environmental Delegated Act⁹ (November 2023), which defines eligible activities for the four non-climate objectives and updates Commission Delegated Regulation (EU) 2021/2178 (the “Disclosure Delegated Act”), introducing changes to the templates to be used.

As part of the first “Omnibus” simplification package, on 4 July 2025 the European Commission adopted a new Delegated Regulation aimed at simplifying the application of the Taxonomy.

The measure updates the Disclosure Delegated Act and amends both the Climate Delegated Act and the Environmental Delegated Act, introducing, among other changes, a materiality option applicable to each KPI (Turnover, CapEx, OpEx). Under this option, activities that cumulatively account for less than 10% of the denominator of the respective KPI may be excluded from the alignment assessment.

The new Delegated Regulation applies from 1 January 2026, with reference to reporting for the 2025 financial year. However, for the 2025 financial year, companies may still choose to continue applying the existing provisions. In this context, the Reply Group has decided to maintain methodological continuity with the reporting approach adopted in the previous year. Pursuant to Article 8 of the Regulation, non-financial undertakings are required to disclose the share of Turnover, capital expenditure (CapEx) and operating expenditure (OpEx) associated with Taxonomy-eligible and Taxonomy-aligned economic activities.

With reference to operating expenditure (OpEx), in accordance with point 1.1.3.2 of the Disclosure Delegated Act, the Group does not report the numerator related to eligible activities, as the denominator of the KPI is not material compared to the Group’s operating costs, also considering the nature of its business. However, the denominator has been calculated as described in the paragraph KPI CALCULATION METHODOLOGY.

Finally, Delegated Regulation (EU) 2022/1214 extended the scope of eligible activities to include those related to nuclear energy and gas in the energy sector. However, the Group has not classified any activities within this sector as eligible, as shown in the table below.

Eligibility analysis

For the 2025 financial year, Reply updated its eligibility analysis aimed at identifying the Group’s activities that correspond to those listed and described in the annexes to the Climate Delegated Act (Annexes I and II), the Environmental Delegated Act and Delegated Act (EU) 2023/2485. This analysis led to the identification of the following eligible activities attributable to the Group’s revenue streams:

• 8.1 Data processing, hosting and related activities (CCM): with reference to activities carried out directly by certain Group companies, including the storage, manipulation, management, movement, control, display, switching, interchange, transmission or processing of data through data centres, including edge computing.

• 8.2 Data-driven solutions for greenhouse gas emissions reduction (CCM): development or use of solutions for the collection, transmission, storage and modelling of data, and their use with the primary objective of providing insights and analysis to reduce greenhouse gas emissions. These solutions may include the use of decentralised technologies, IoT solutions, 5G and artificial intelligence.

• 4.1 Provision of IT/OT (Information Technology/Operational Technology) data-driven solutions (CE): with reference to activities carried out by certain Group companies, including the design, development, installation, deployment and maintenance, repair or provision of professional services, including technical consulting for the design or monitoring of software and information technology (IT) or operational technology (OT) systems, including artificial intelligence (AI)-based solutions, as well as IT/OT software and systems developed for the identification, tracking and traceability of materials, products and assets, life-cycle assessment software, etc.

• 4.1 Provision of IT/OT (Information Technology/Operational Technology) data-driven solutions for loss reduction (WTR): with reference to activities carried out by certain Group companies, including the design, development, installation and deployment of data-driven technological solutions based on information technology (IT) or operational technology (OT), or the provision of related maintenance, repair and professional services, including technical consulting for design or monitoring, aimed at controlling, managing, reducing and mitigating losses in water supply systems.

In addition, the Group also analysed potential eligible activities with reference to CapEx related to the acquisition of products deriving from Taxonomy-eligible and aligned economic activities, as well as individual measures enabling activities to reduce their emission profile (Annex I to Delegated Regulation (EU) 2021/2178, para. 1.1.2.2, point (c)).

This analysis led to the identification of the following eligible activities:

• 6.5 Transport by motorbikes, passenger cars and light commercial vehicles (CCM): leasing of vehicles belonging to category M1, i.e. company cars.

• 7.2 Renovation of existing buildings (CCM): interventions aimed at refurbishing and restoring owned buildings.

• 7.3 Installation, maintenance and repair of energy efficiency equipment (CCM): installation works such as relamping and the installation of lighting systems for offices and common areas.

• 7.4 Installation, maintenance and repair of electric vehicle charging stations in buildings (CCM): installation of electric vehicle charging points.

• 1.2 Manufacture of electrical and electronic equipment (CE): purchase of electrical and electronic equipment (e.g. PCs, phones, etc.) used for carrying out activities, performed directly by certain Group companies, related to IT consulting, planning and design of IT systems integrating hardware, software and communication technologies, on-site management of clients' IT systems or data processing facilities, and other computer-related technical and professional activities.

Alignment analysis

Substantial contribution criteria
For the purposes of the alignment analysis, for each of the economic activities identified as eligible, compliance with the substantial contribution criteria—as defined in Annex I of the Climate Delegated Act and in Annexes I, II, III and IV of the Environmental Delegated Act—was verified, in order to determine the extent to which each activity substantially contributes to the achievement of the environmental objectives.

Activity 8.1 Data processing, hosting and related activities (CCM)
Adopting a conservative and prudent approach, the Group considers this activity not to be aligned with the substantial contribution criteria, as the data centres used are the responsibility of third parties (e.g. clients, providers) and are therefore not directly operated by the Group.

Activity 8.2 Data-driven solutions for greenhouse gas emissions reduction (CCM)
The solutions offered by the Group comply with one of the two criteria, as they are primarily used to provide data and analysis aimed at reducing greenhouse gas emissions. However, as these solutions are part of broader projects and contexts related to the Clients that have implemented them, no analyses are available to verify whether they demonstrate a significant reduction in lifecycle greenhouse gas emissions compared to the best available alternative solutions or technologies on the market. Such comparisons should be carried out using Commission Recommendation 2013/179/EU or, alternatively, ETSI ES 203 199, ISO 14067:2018 or ISO 14064-2:2019. Therefore, the Group considers the activity not aligned with the substantial contribution criteria.

Activity 4.1 Provision of IT/OT (Information Technology/Operational Technology) data-driven solutions (CE)
The Group considers that the substantial contribution criteria are not met, as for the solutions currently offered to clients within this activity—being part of broader projects and contexts—the analyses required by the Regulation for software are not available. Consequently, the activity is not aligned with the substantial contribution criteria.

Activity 4.1 Provision of IT/OT (Information Technology/Operational Technology) data-driven solutions for loss reduction (WTR)
The solutions offered by the Group comply with one of the two established criteria, as they provide IT/OT solutions that enable the control, management and mitigation of water losses. However, the Group does not have sufficient evidence to verify that, in their implementation at client level, risks related to environmental degradation—linked to the preservation of water quantities and the prevention of water stress—have been identified and addressed, in order to achieve good water status and good ecological potential, as defined in Regulation (EU) 2020/852, in accordance with Directive 2000/60/EC and in line with a water use and protection management plan. Therefore, the Group considers the activity not aligned with the substantial contribution criteria.

Activity 6.5 Transport by motorbikes, passenger cars and light commercial vehicles (CCM)
The substantial contribution criteria require that vehicles in categories M1 and N1 fall within a specific emission class. With reference to M1 category vehicles, the Group’s fleet in Regions R1, R2 and R3 includes electric vehicles that meet the criterion of having specific CO₂ emissions below 50 g CO₂/km. Therefore, the share of CapEx associated with the leasing of such electric vehicles, amounting to €5,900 thousand, is considered aligned.

Activity 7.2 Renovation of existing buildings (CCM)
The substantial contribution criteria require that building renovations comply with the applicable requirements for major renovations¹⁰or alternatively result in a reduction in primary energy demand of at least 30%. In the absence of sufficient evidence to allow a full assessment of compliance with the criterion, and adopting a conservative and prudent approach, the Group considers the activity not aligned with the substantial contribution criteria.

Activity 7.3 Installation, maintenance and repair of energy efficiency equipment (CCM)
The substantial contribution criteria require that the activity consists of an individual measure aimed at improving the energy performance of buildings, in accordance with Directive 2010/31/EU. Such measures include the installation, replacement, maintenance and repair of energy-efficient lighting sources. These measures must comply with the minimum requirements and energy performance classes set out in the relevant national and European regulations. However, the Group considers the activity not aligned with the criteria, as it does not have the supplier information required under the regulations referenced in the Taxonomy for the relamping measures carried out during the year.

Activity 7.4 Installation, maintenance and repair of electric vehicle charging stations in buildings (CCM)
As the Group has installed electric vehicle charging stations at the offices of Reply Services S.r.l. and Santer Reply S.r.l. (R1), it complies with the substantial contribution criteria and the activity is therefore considered aligned.

Activity 7.7 Acquisition and ownership of buildings (CCM)
The substantial contribution criteria require that buildings constructed before 31 December 2020 have at least an Energy Performance Certificate (EPC) rating of class A, or alternatively that the building falls within the top 15% of the national or regional building stock in terms of operational primary energy demand (PED), as demonstrated by adequate evidence comparing its performance with that of the national or regional building stock constructed before 31 December 2020, at least distinguishing between residential and non-residential buildings. For large non-residential buildings, i.e. those with an effective rated output for heating systems, combined space heating and ventilation systems, air-conditioning systems, or combined air-conditioning and ventilation systems exceeding 290 kW, the substantial contribution criteria also require that they are efficiently operated through the monitoring and assessment of energy performance. As the Group does not have access to such information, given that these are leased offices, it is not able to carry out a full assessment of compliance with the criteria. Therefore, the activity is considered not aligned with the substantial contribution criteria./p>

Activity 3.2 Renovation of existing buildings (CE)
The substantial contribution criteria establish specific requirements related to circular economy principles concerning the materials used and the waste generated. In the absence of sufficient evidence to allow a full assessment of compliance with the criteria, and adopting a conservative and prudent approach, the Group considers the activity not aligned with the substantial contribution criteria.

Activity 1.2 Manufacture of electrical and electronic equipment (CE)
The Group adopts a prudent approach and considers the criteria not to be met for the purchase of electrical and electronic equipment, given the complexity of the requirements to be verified for each investment. Such purchases must comply with a set of criteria defined by the Regulation, relating to durability, design, product safety, consumer information and producer responsibility. However, verification of these criteria requires access to specific supplier documentation, which the Group does not currently have available.

Do No Significant Harm criteria (DNSH)
The Do No Significant Harm (DNSH) criteria define the conditions under which activities are carried out without causing harm to the other environmental objectives. The Group has verified, for each eligible activity, its compliance with these criteria.

In this context, it should be noted that the Group has conducted a Climate Risk Assessment in line with the general criteria set out in Appendix A of the Climate Delegated Act, as described in the chapter [IRO-1] DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL IMPACTS, RISKS AND OPPORTUNITIES, to which reference is made for further methodological details and results. The Climate Risk and Vulnerability Assessment shows that although some operating sites are located in areas exposed to significant physical climate risks, such risks are not considered material for the Group.

However, the assets through which the eligible economic activities are carried out are not owned by the Group but relate to suppliers’ or clients’ assets. Therefore, the DNSH criterion related to the objective of climate change adaptation—which requires compliance with the requirements of Appendix A—is not considered aligned with Taxonomy due to the lack of information from suppliers and clients.

Activity 8.1 Data processing, hosting and related activities (CCM)
Annex I of the Climate Delegated Act sets out DNSH criteria with respect to three other objectives: climate change adaptation, the sustainable use and protection of water and marine resources, and the transition to a circular economy. With reference to data processing activities, as they are carried out through data centres owned by third parties, and in the absence of sufficient information from clients and providers to enable a full assessment of compliance with the criteria, the Group—adopting a conservative and prudent approach—considers the activity not aligned with these criteria.

Activity 8.2 Data-driven solutions for greenhouse gas emissions reduction (CCM)
Annex I of the Climate Delegated Act establishes DNSH criteria with respect to two other objectives: climate change adaptation and the transition to a circular economy. With reference to the solutions offered by the Group for the collection, transmission, storage and modelling of data, and their use aimed at reducing greenhouse gas emissions, in the absence of sufficient information from clients and service users to enable a full assessment of compliance with the criteria, the Group—adopting a conservative and prudent approach—considers the activity not aligned.

Activity 4.1 Provision of IT/OT (Information Technology/Operational Technology) data-driven solutions (CE)
Annex II of the Environmental Delegated Act sets out DNSH criteria with respect to three other environmental objectives: climate change adaptation, the sustainable use and protection of water and marine resources, and pollution prevention and control. With reference to the solutions offered by the Group to clients within this activity, in the absence of sufficient information from service users to enable a full assessment of compliance with the criteria, the Group—adopting a conservative and prudent approach—considers the activity not aligned.

Activity 4.1 Provision of IT/OT (Information Technology/Operational Technology) data-driven solutions for loss reduction (WTR)
Annex I of the Environmental Delegated Act establishes DNSH criteria with respect to three other environmental objectives: climate change adaptation, the transition to a circular economy, and pollution prevention and control. With reference to the solutions offered by the Group that enable the control, management and mitigation of water losses, in the absence of sufficient information from service users to enable a full assessment of compliance with the criteria, the Group—adopting a conservative and prudent approach—considers the activity not aligned.

Activity 6.5 Transport by motorbikes, passenger cars and light commercial vehicles (CCM)
With reference to capital expenditure related to Activity 6.5, Annex I of the Climate Delegated Act sets out DNSH criteria with respect to three objectives: climate change adaptation, the transition to a circular economy, and pollution prevention and control. Regarding investments made during the year in electric vehicles, in the absence of sufficient information from vehicle manufacturers to enable a full assessment of compliance with the criteria, the Group—adopting a conservative and prudent approach—considers the activity not aligned.

Activity 7.2 Renovation of existing buildings (CCM)
For Activity 7.2, Annex I of the Climate Delegated Act establishes DNSH criteria with respect to the objectives of climate change adaptation, the sustainable use and protection of water and marine resources, the transition to a circular economy, and pollution prevention and control. With reference to the interventions carried out during 2025 on owned or leased buildings, in the absence of sufficient information from suppliers to enable a full assessment of compliance with the criteria, the Group—adopting a conservative and prudent approach—considers the activity not aligned.

Activity 7.3 Installation, maintenance and repair of energy efficiency equipment (CCM)
With reference to capital expenditure related to Activity 7.3, Annex I of the Climate Delegated Act establishes DNSH criteria with respect to the objectives of climate change adaptation and pollution prevention and control. Regarding the investments made during the year in the installation of lighting sources, in the absence of sufficient information from suppliers to enable a full assessment of compliance with the criteria, the Group—adopting a conservative and prudent approach—considers the activity not aligned.

Activity 7.4 Installation, maintenance and repair of electric vehicle charging stations in buildings (CCM)
With reference to capital expenditure related to Activity 7.4, Annex I of the Climate Delegated Act establishes a single DNSH criterion with respect to the objective of climate change adaptation. Regarding the installation of electric vehicle charging stations, in the absence of sufficient information from suppliers to enable a full assessment of compliance with the criteria, the Group—adopting a conservative and prudent approach—considers the activity not aligned.

Activity 7.7 Acquisition and ownership of buildings (CCM)
With reference to capital expenditure related to Activity 7.7, Annex I of the Climate Delegated Act establishes a single DNSH criterion with respect to the objective of climate change adaptation. Regarding long-term leases of the Group’s office buildings, in the absence of sufficient information from suppliers to enable a full assessment of compliance with the criteria, the Group—adopting a conservative and prudent approach—considers the activity not aligned.

Activity 3.2 Renovation of existing buildings (CE)
With reference to capital expenditure related to Activity 3.2, Annex II of the Environmental Delegated Act establishes DNSH criteria with respect to the objectives of climate change mitigation and adaptation, the sustainable use and protection of water and marine resources, and pollution prevention and control. Regarding investments carried out during 2025 on owned or leased buildings, in the absence of sufficient information from suppliers to enable a full assessment of compliance with the criteria, the Group—adopting a conservative and prudent approach—considers the activity not aligned.

Activity 1.2 Manufacture of electrical and electronic equipment (CE)
PWith reference to capital expenditure related to Activity 1.2, Annex II of the Environmental Delegated Act establishes DNSH criteria with respect to the objectives of climate change mitigation and adaptation, the sustainable use and protection of water and marine resources, pollution prevention and control, and the protection and restoration of biodiversity and ecosystems. Regarding investments in electrical and electronic equipment, in the absence of sufficient information from suppliers to enable a full assessment of compliance with the criteria, the Group—adopting a conservative and prudent approach—considers the activity not aligned.

Minimum safeguards
The Group analysed its level of compliance with the principles set out in Article 18 of the Regulation, which defines the minimum safeguards aimed at ensuring that economic activities are carried out in respect of human and labour rights, in line with the OECD Guidelines for Multinational Enterprises, the UN Guiding Principles on Business and Human Rights (UNGPs), the eight fundamental Conventions of the International Labour Organization (ILO), and the International Bill of Human Rights./p>

The Group therefore conducted an analysis of the elements outlined in the documents referred to in Article 18, considering the guidance provided by the Platform on Sustainable Finance¹¹ and the clarifications issued by the European Commission (Communication 2023/C 211/01). In this context, controls in place relating to human rights, consumer interests, anti-corruption, fair competition and taxation were assessed.

Italian legislation on human and labour rights governs several aspects referred to in Article 18, such as privacy protection, health and safety, anti-corruption, fair competition and taxation. In addition to operating in compliance with the applicable national regulations in the countries where it operates, the Reply Group conducts its activities with a view to pursuing sustainable and inclusive growth, in line with the Universal Declaration of Human Rights, ILO Conventions and the principles of the United Nations Global Compact, to which it adheres.

Among the tools adopted to promote compliance with the minimum safeguards, both within and outside the organisation, is the entire regulatory framework described in the chapter [MDR-P] POLICIES ADOPTED TO MANAGE MATERIAL SUSTAINABILITY MATTERS. In addition, the Group demonstrates compliance with the “do no significant harm” principle as defined by the SFDR, Article 2(17)¹³, by addressing the gender pay gap and gender diversity within governance bodies, and by reporting the relevant indicators respectively in the chapter [S1-16] REMUNERATION METRICS (PAY GAP AND TOTAL REMUNERATION).

For the 2025 reporting year, no cases of non-compliance were identified with regard to human rights, consumer interests, corruption, competition and taxation.

In light of the European Commission’s clarifications¹⁴, according to which “minimum safeguards” require “due diligence and remediation procedures implemented by an undertaking carrying out an economic activity”, and considering the current developments regarding the Corporate Sustainability Due Diligence Directive¹⁵, the Group—having identified areas for improvement and further formalisation to be applied consistently across its entire scope—adopts a conservative and prudent approach and considers its activities not aligned with the minimum safeguards.

Similarly, Reply does not currently consider the existing practices along its supply chain to be sufficient to deem as aligned those activities related to the acquisition of products deriving from Taxonomy-eligible and aligned economic activities, as well as individual measures that contribute to one or more of the six Taxonomy objectives (6.5, 7.2, 7.3, 7.4, 7.7 and 1.2).

KPI calculation methodology

The annexes to the Disclosure Delegated Act require the determination of the percentage of Turnover, CapEx and OpEx associated with Taxonomy-eligible and Taxonomy-aligned economic activities. In order to comply with this regulatory requirement, as described in the previous paragraphs, the Group identified its eligible activities and, after assessing which of these were aligned with the relevant criteria, calculated the three KPIs provided by the Regulation.

Turnover
In accordance with the Disclosure Delegated Act, for the calculation of the Turnover KPI, the Group considered:

• denominator: net revenue from the provision of services, net of discounts and value-added tax, with intra-group transactions eliminated to avoid double counting. The denominator, amounting to €2,449,991 thousand, corresponds to the item “Revenues” reported in Note 5 – Revenues of the Group’s consolidated financial statements and is in line with the provisions of IAS 1, para. 82(a);

• numerator: the share of net revenue associated with the identified eligible activities, in particular:

• 8.1 Data processing, hosting and related activities;

• 8.2 Data-driven solutions for greenhouse gas emissions reduction;

• 4.1 IT/OT data-driven solutions;

• 4.1 IT/OT solutions for water loss reduction.

For the determination of the numerator, the legal entities included in the consolidation scope that generate revenues attributable to these activities were considered. The corresponding eligibility shares are reported in the table below.

• numerator of aligned activities: the share of net revenue associated with aligned activities amounts to €0, as the Group (or its suppliers or clients, where applicable) does not meet the technical screening criteria and minimum safeguards required by the Regulation.

CapEx
In line with the Disclosure Delegated Act, for the calculation of the CapEx KPI, the Group considered:

• denominator: additions recognised during the period relating to:

• tangible assets (development and refurbishment of business assets), accounted for in accordance with IAS 16 (Note 17);

• intangible assets (patents, software and capitalised R&D costs, excluding goodwill), accounted for in accordance with IAS 38 (Note 19);

• right-of-use assets (long-term leases), accounted for in accordance with IFRS 16 (Note 20).

The analysis resulted in a total amount of €102,767 thousand for the 2025 financial year.

• numerator of eligible activities: for the purpose of determining the numerator, CapEx related to the following were considered:

• eligible economic activities identified (CapEx A):

• 8.1 Data processing, hosting and related activities (€4,088 thousand);

• 8.2 Data-driven solutions for emissions reduction (€158 thousand);

• 4.1 IT/OT data-driven solutions (€54 thousand);

• 4.1 IT/OT solutions for water loss reduction (€20 thousand).

• investments in the acquisition of outputs from eligible economic activities (CapEx C), as provided for in Annex I to Delegated Regulation (EU) 2021/2178, para. 1.1.2.2(c):

• 6.5 Transport by passenger cars and light commercial vehicles (€13,290 thousand, of which €5,900 thousand for electric vehicles);

• 7.2 Renovation of buildings (€20,489 thousand);

• 7.3 Installation of energy efficiency equipment (€816 thousand);

• 7.4 Installation of charging stations (€98 thousand);

• 7.7 Acquisition and ownership of buildings (€34,771 thousand);

• 1.2 Manufacture of electrical and electronic equipment (€4,720 thousand).

• numerator of aligned activities: the share of CapEx associated with aligned activities amounts to €0, as the Group (or its suppliers or clients, where applicable) does not meet the technical screening criteria for the activities considered.

Data extraction was carried out directly from the accounting systems of the legal entities included in the consolidation scope. Where a direct allocation was not available, CapEx related to activities 8.1, 8.2 and 4.1 (CE and WTR) were estimated using an allocation driver based on the percentage share of revenues attributable to these activities over the total revenues of each entity.

OPEX
In accordance with the Disclosure Delegated Act, for the calculation of the OpEx KPI, the Group carried out a detailed analysis of its chart of accounts and management accounting projects, identifying the following cost categories provided for by the Delegated Act:

• non-capitalised R&D costs (excluding the project management component)¹⁶;

• short-term leases (contracts with a duration of less than 12 months);

• maintenance and repair costs for buildings and IT equipment outsourced to third parties;

• costs related to the “day-to-day servicing of assets”¹⁷, considered with reference to facility cleaning costs.

The analysis resulted in a denominator of €25,991 thousand, corresponding to approximately 1.3% of the Group’s total operating expenses. This low incidence reflects the limited relevance of Taxonomy-related cost categories (typically associated with asset-intensive business models) compared to Reply’s operating model, which is predominantly characterised by personnel-related costs. Therefore, as provided for by the Disclosure Delegated Act, the OpEx KPI is considered not material and is therefore not disclosed.

2. Official Journal of the European Union, Regulation (EU) 2020/852 of the European Parliament and of the Council on the establishment of a framework to facilitate sustainable investment and amending Regulation (EU) 2019/2088. The Regulation is implemented through the progressive adoption of Delegated Acts.

3. See the Action Plan on Financing Sustainable Growth, European Commission, COM (2018) 97 final, and subsequently the Strategy for Financing the Transition to a Sustainable Economy, European Commission, COM (2021) 390 final.

4. See Article 1 of Regulation (EU) 2020/852 and Assonime Circular No. 1 of 19 January 2022, The European Regulation on the Taxonomy of Environmentally Sustainable Activities: Disclosure Obligations for Companies.

5. Articles 10, 11, 12, 13, 14, 15, 16, and 19 of Regulation (EU) 2020/852.

6. Article 17 of Regulation (EU) 2020/852.

7. Article 18(1) of Regulation (EU) 2020/852, in particular the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights, including the principles and rights set out in the eight fundamental conventions identified in the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work, as well as the International Bill of Human Rights.

8. Commission Delegated Regulation (EU) 2021/2139.

9. Commission Delegated Regulation (EU) 2023/2486, structured into Annexes I, II, III, IV and V.

10. As established in the national and regional regulations applicable to “major renovations” implementing Directive 2010/31/EU.

11. Final Report on Minimum Safeguards, October 2022.

12. Commission Communication on the interpretation and implementation of certain legal provisions of the EU Taxonomy Regulation and on the links with the Sustainable Finance Disclosure Regulation (2023/C 211/01), June 2023.

13. Communication 2023/C 211/01, FAQ 2.

14. Communication 2023/C 211/01

15. Directive of the European Parliament and of the Council on corporate sustainability due diligence and amending Directive (EU) 2019/1937

16. Clarification provided in the answer to question 12 of the FAQs published by the European Commission on 2 February 2022.

17. Clarification provided in the answer to question 12 of the FAQs published by the European Commission on 2 February 2022.

ESRS E1 Climate change

[ESRS 2 GOV-3] Integration of sustainability-related performance in incentive schemes

The requirements related to the integration of sustainability performance in incentive schemes are addressed in chapter [GOV-3] INTEGRATION OF SUSTAINABILITY-RELATED PERFORMANCE IN INCENTIVE SCHEMES.

[ESRS 2 IRO-1] Description of the processes to identify and assess material climate-related impacts, risks and opportunities

The process of identifying and assessing impacts, risks and opportunities related to climate change was carried out by Reply through the double materiality assessment, as described in paragraph [IRO-1] DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL IMPACTS, RISKS AND OPPORTUNITIES in the section GENERAL INFORMATION. In addition, in order to identify its climate change impacts, the Group annually conducts a GHG emissions inventory to measure and manage the effects that its activities and operations along the value chain may have on climate change. As described in paragraph [E1-6] GROSS SCOPES 1, 2, 3 AND TOTAL GHG EMISSIONS, the Group calculates Scope 1, 2 and 3 emissions, in line with the GHG Protocol Corporate Accounting and Reporting Standard. In particular, the Group’s main greenhouse gas emissions are generated along the value chain. As will be described in more detail in paragraph [E1-6] GROSS SCOPES 1, 2, 3 AND TOTAL GHG EMISSIONS, for Reply the most significant category relates to Scope 3 emissions associated with purchased goods and services. The Group has also identified a potential positive impact on climate change deriving from the sale of green and sustainable solutions that can lead to a reduction in energy consumption and GHG emissions of its clients. These solutions do not currently represent a significant share of the Group’s revenues, as reported in the paragraph DISCLOSURES PURSUANT TO ARTICLE 8 OF REGULATION (EU) 2020/852 (TAXONOMY REGULATION). Within the context of the double materiality assessment, the Group identified physical and transition climate risks that could affect its operations and reputation. With regard to transition climate risks, the Group identified an economic risk related to the higher investments and costs required to implement energy efficiency solutions in owned offices. These measures include activities such as relamping, installation of photovoltaic panels and PIR presence sensors. This risk stems from increasing regulatory pressure and market expectations regarding emissions reduction and improved energy performance, which make structural investments necessary.

Among physical climate risks, the Group identified, as part of the double materiality process, a potential economic risk arising from the impact of heatwaves on the productivity of human resources in the long term, which could require adaptation actions such as the enhancement of office cooling systems. In 2025, the Group carried out a Climate Risk and Vulnerability Assessment, a structured and in-depth analysis aimed at assessing the Group’s exposure to physical risks arising from climate change. Specifically, the analysis was conducted with the objective of identifying and assessing the potential impacts of climate change on the Group’s assets and operations, not considering the value chain, in a long-term time horizon extending to 2050. The assessment was performed using a high-emissions climate scenario (Representative Concentration Pathways, RCP 8.5), representing a “no mitigation” pathway, in order to enable a prudent evaluation of exposure under severe physical risk conditions. The analysis included a screening of the Group’s activities and the identification of relevant climate hazard categories that may affect the performance of economic activities over their expected lifecycle, followed by a site-level assessment based on the geolocation of operational sites. The table below summarises the potential climate-related hazards for the Reply Group on which the risk assessment was carried out.

An analysis of the exposure and vulnerability of the Group’s assets to the identified physical risks was also carried out, using data from climate models to classify the risk level of the different locations based on the considered time horizon. This approach enabled the Group to consistently and accurately identify areas characterised by higher exposure and vulnerability to physical risks. For the analysis of each risk, internationally recognised sources were considered, selected according to the type of climate hazard, including the IPCC Interactive Atlas for temperature-related risks and the WRI Aqueduct Water Risk Atlas for water-related risks. Overall, the outcome of the Climate Risk and Vulnerability Assessment shows that, despite the presence of several operational sites located in areas exposed to significant levels of climate-related physical hazards, the resulting residual risks are not considered material for the Group. The results confirm that, due to the nature of the business, based on digital services, IT consulting and software development, and therefore not dependent on climate-sensitive physical assets, the operational exposure to physical climate risks does not generate impacts deemed material or such as to compromise the Group’s operations, even under severe climate scenarios. However, in continuity with the results of the previous year’s double materiality assessment, the Group has decided to monitor the potential economic risk arising from the long-term impact of heatwaves on the productivity of its workforce.

[ESRS 2 SBM-3] Material impacts, risks and opportunities and their interaction with strategy and business model

As described in paragraph [ESRS 2 IRO-1] DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL CLIMATE-RELATED IMPACTS, RISKS AND OPPORTUNITIES, the Group carried out an analysis of physical climate risks, assessing the resilience of its assets to the risks of rising temperatures and water stress, considering a worst-case scenario (RCP 8.5). With regard to transition climate risks, the results of the double materiality assessment remain valid. The results of this assessment were incorporated into a broader analysis of the resilience of the Company’s strategy and business model. This analysis examined how material physical risks could affect operations, assets and value chains, and whether the current strategic positioning remains robust even under adverse climate scenarios. The results of the Climate Risk and Vulnerability Assessment described in the previous paragraph [ESRS 2 IRO-1] DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL CLIMATE-RELATED IMPACTS, RISKS AND OPPORTUNITIES, which highlight the non-materiality of the analysed physical climate risks, reflect the intrinsic characteristics of the business model, which is primarily based on digital services, IT consulting and software development, and is not dependent on climate-sensitive physical assets, industrial processes or resource-intensive activities. The nature of the Reply Group’s activities, predominantly carried out in office settings or through remote working arrangements, significantly limits operational exposure to physical climate hazards and reduces sensitivity to potential climate-related disruptions. As a result, the identified hazards do not translate into significant operational constraints, service delivery disruptions or threats to business continuity, even under severe climate scenarios. Furthermore, existing organisational and operational practices, including flexibility in working arrangements and the absence of critical dependencies on location-specific physical inputs, strengthen the Company’s ability to absorb and adapt to adverse climate conditions. Based on the analysis carried out, physical climate risks are therefore assessed as not material in terms of their impact on the resilience of the Group’s strategy and business model over the considered time horizon.

[E1-1] Transition plan for climate change mitigation

Currently, the Group is working on a transition plan for climate change mitigation aimed at aligning its strategy and business model with the transition to a sustainable economy and with the objective of limiting global warming to 1.5°C, in line with the Paris Agreement. In this context, the Group is committed to the future definition of science-based climate targets. However, reference should be made to paragraph [E1-4] TARGETS RELATED TO CLIMATE CHANGE MITIGATION AND ADAPTATION for further details on the climate targets set by the Group.

[E1-2] Policies related to climate change mitigation and adaptation

The Group has adopted the Environmental Policy to manage the impacts and risks identified as material through the double materiality assessment related to climate change. The adopted policy set out guidelines for monitoring and reducing the environmental impacts generated by the Group’s activities, including aspects related to consumption and emissions. Reply also defines roles, responsibilities, tools and activities to be implemented for impact monitoring, environmental awareness, communication and reporting, while ensuring compliance with all applicable environmental laws and regulations towards local and national communities and contributing to the dissemination and awareness of sustainable development issues. The Environmental Policy, approved by the CEO, addresses climate change mitigation, responsible use of resources and material recycling, energy saving, energy efficiency, the use of renewable energy, transport optimisation and consumption reporting. For each of these topics, behavioural guidelines are defined to guide daily decisions both at an individual and corporate level (e.g. the use of public transport, the purchase of high energy-efficiency devices). Currently, the policy does not cover climate change adaptation or the promotion of renewable energy. Furthermore, the Group’s Environmental Policy is aligned with the environmental regulations and policies established by the European Union, which aim to ensure the sustainable management of resources and to promote the reduction of polluting emissions. Through the adoption of these guidelines, the Group not only commits to complying with applicable laws, but also actively contributes to global efforts to address climate change and environmental sustainability challenges. The principles of the policy are included in the Supplier Code of Conduct, which is shared with suppliers who, by signing it, commit to complying with its provisions. This integrated approach helps ensure that business activities are aligned with the EU’s environmental protection objectives. For further information, please refer to the Policy overview in the GENERAL INFORMATION section under paragraph [MDR-P] POLICIES ADOPTED TO MANAGE MATERIAL SUSTAINABILITY MATTERS.

[E1-3] Actions and resources in relation to climate change policies

The actions implemented by the Group are aimed at managing the impacts and risks identified through the double materiality assessment and, together with the proper implementation of the guidelines set out in the Group Environmental Policy, have contributed to achieving the Carbon Neutrality target by 2025 and support the achievement of the Net Zero target by 2030. The main actions implemented by Reply to reduce emissions and optimise energy consumption include:

• Introduction of energy efficiency improvements in certain offices, for example through the installation of LED lighting and, where possible, the upgrading of building heating systems.

• Inclusion of hybrid or electric vehicles within the company fleet.

• Adoption of the Environmental Policy guidelines to reduce and monitor the environmental impact of the Group’s activities, including in offices not owned by the Group.

• Establishment of the Reply Forest at Group level to absorb tonnes of CO₂ and support reforestation.

• Continuation of offsetting programmes to maintain Carbon Neutrality (for Scope 1 and 2) achieved in 2025 with reference to the emissions of 2024 and to support the Net Zero target by 2030 for CO₂ equivalent emissions.

• Mobility Management programme to minimise the impact of vehicle traffic for the main Italian offices.

Actions without a defined timeframe are intended to be ongoing, reflecting a continuous commitment to achieving the set objectives. These actions are implemented by the Group, which provides all necessary resources to address identified needs. Currently, the Group does not quantify the amount of emission reductions achieved or expected from the various actions described. In 2025, several advancements were made in the implementation of the Group’s initiatives:

• In 2025, almost all (99.8) of the Group’s total electricity consumption was sourced from renewable energy, demonstrating the ongoing commitment to using lower-impact energy sources.

• In 2025, the Reply fleet reached 54.7% hybrid/electric vehicles, supported by the availability of dedicated charging stations both publicly accessible near offices and, in some main locations, installed for employee use. This represents a significant increase compared to 2024, when the share was 38%. Confirming the transition towards more sustainable mobility, in the United Kingdom the entire company fleet is already fully electric, while in Germany only full-electric models are offered for new company cars. In Italy, there has also been a continued significant increase in the adoption of electric and plug-in hybrid vehicles.

• In 2025, in continuity with 2024, several measures were implemented to improve office energy efficiency, particularly with regard to lighting systems and thermic dispersion. In various locations, relamping activities with LED lighting for both indoor and outdoor spaces continued; in addition, in some offices, heating pumps were replaced, and several components of heating systems were upgraded. In 2023, energy audits were conducted for buildings subject to legal requirements in Italy, leading to planned actions such as the installation of photovoltaic panels and the introduction of PIR presence sensors to improve electricity efficiency.

• Within office refurbishment projects, the Group is assessing the opportunity to pursue voluntary certifications related to energy efficiency and environmental footprint (e.g. LEED, BREEAM), which are already in place for some of the offices used by the Group across different regions.

• Reply companies collectively own more than 1,800 trees through Treedom.

• Furthermore, the process for purchasing carbon credits for voluntary offsetting through certified projects and Energy Attribute Certificates has been consolidated.

As reported in the paragraph DISCLOSURES PURSUANT TO ARTICLE 8 OF REGULATION (EU) 2020/852 (TAXONOMY REGULATION), during the reporting year €816,000 were invested in energy efficiency measures. As the Group has not yet finalised the definition of its new decarbonisation plan, no specific financial resources have currently been allocated for the implementation of future actions aimed at reducing GHG emissions.

[E1-4] Targets related to climate change mitigation and adaptation

Reply has defined the targets set out below to address the transition towards a more environmentally sustainable business model. These targets are closely linked to the Group Environmental Policy, as the policy outlines certain actions supporting the achievement of the defined objectives. Responsibility for the implementation of the Group Environmental Policy is shared across multiple functions, which contribute to the aggregation and analysis of environmental data and define initiatives to be proposed based on the impacts analysed. The Group has set targets of achieving Carbon Neutrality by 2025 and Net Zero by 2030, based on the Group’s GHG emissions inventory, which covers the entire Reply perimeter. These internal targets, voluntary in nature and aligned with the relevant international framework, are based on internal calculation methodologies. Specifically, during the reporting year under consideration, the Group achieved the Carbon Neutrality target, defined as the full offsetting of Scope 1 and Scope 2 emissions (district heating) of the Group as at 31 December 2024. In particular, the target was achieved through the retirement of carbon credits in an equivalent amount. In addition, Guarantees of Origin or Energy Attribute Certificates (EACs) were purchased to cover total Scope 2 electricity consumption (excluding district heating) as at 31 December 2024, amounting to 38,379 MWh, corresponding to 3,141 tCO_2eq e. With regard to emissions for 2025, the Group will adopt the same approach during 2026, making use of the same instruments. For further information on the types of carbon credits cancelled, please refer to paragraph [E1-7] GHG REMOVALS AND GHG MITIGATION PROJECTS FINANCED THROUGH CARBON CREDITS. With regard to the Net Zero target for 2030, defined on the basis of 2021 emissions data, the Group is currently in the process of defining a Transition Plan. The outcomes of the ongoing in-depth analyses, together with the evolution of emissions quantification over time, may lead to an update of the target beyond the current target year. The initiation of the process to define the new science-based Transition plan, together with the related decarbonisation levers, demonstrates the Group’s commitment to reducing greenhouse gas emissions across the entire value chain, in line with the objective of limiting global temperature increase to 1.5°C. This commitment is further evidenced by the achievement of the intermediate targets set by the Group as levers for the decarbonisation of its operations. In particular, in 2025 the Group achieved and exceeded its target relating to the sourcing of electricity from renewable sources, through the purchase of Energy Attribute Certificates (EACs), which enabled 100% of the Group’s electricity consumption to be covered by renewable energy, exceeding the initial target of 50%. For further information on the purchase of EACs, please refer to paragraph [E1-5] ENERGY CONSUMPTION AND MIX. At the same time, starting from 2024, the target of having at least 30% plug-in and electric vehicles by 2025 was also achieved and exceeded, confirming the Group’s commitment to the electrification of its company fleet.

[E1-5] Energy consumption and mix

This paragraph aims to illustrate total energy consumption and the related energy mix. The energy consumption of the Reply Group refers to:

• Electricity drawn from the grid used to power lighting systems, for charging electric vehicles and for technological and IT equipment.

• Natural gas used for the operation of heating systems installed in Reply offices, the consumption of which is closely linked to the scale of activities and office spaces.

• Diesel and petrol used to power the company fleet.

• Diesel used for heating purposes.

• District heating used for space heating and/or domestic hot water production, which allows for a lower environmental impact.

• Cooling and heating powered by electricity using fan coils or air conditioning systems, which is often not directly measurable as it is included in the overall electricity consumption of offices.

The table below shows the total energy consumption of the Group’s own operations in MWh.

In relation to its activities, Reply does not use fuels derived from renewable sources and does not generate energy for resale.

[E1-6] Gross scopes 1, 2, 3 and total GHG emissions

The Group’s greenhouse gas emissions reflect those of an office-based organisation and are primarily attributable to the use of fossil fuels for heating, business travel and the purchase of electricity generated by third parties. Emissions arising from Reply’s activities are therefore very limited and linked to traditional assets, such as electrical and heating systems. In reporting its emissions, the Reply Group has followed the five principles – relevance, completeness, consistency, transparency and accuracy – set out in the GHG Protocol Corporate Accounting and Reporting Standard, balancing them according to its objectives. The following paragraphs present greenhouse gas emissions relating to:

• Scope 1, i.e. direct emissions deriving from the consumption of natural gas, diesel and petrol.

• Scope 2, i.e. indirect emissions deriving from electricity consumption and district heating.

Indirect emissions have been calculated according to two different methodologies:

• Market-based: reflects emissions associated with electricity and district heating supported by Guarantees of Origin certifying the source of energy.

• Location-based: reflects the average emissions intensity of the grids from which energy is supplied.

• Scope 3, i.e. indirect emissions related to the purchase of goods and services, business travel and employee commuting, upstream fuel and electricity consumption, water consumption and waste disposal.

Reply does not consider greenhouse gas emissions arising from affiliated companies, joint ventures and other entities that are part of the upstream and downstream value chain, in accordance with the operational control consolidation approach and in line with ESRS 1 requirements, paragraphs 62 to 67. The identification of emission sources has been guided in particular by the Group’s strategy, which aims to identify and understand risks and opportunities associated with emissions across its value chain, in order to define reduction targets, monitor performance and improve disclosure to stakeholders. This approach enhances transparency in reporting. For the calculation of all emissions, the reporting boundary considered corresponds to the entire Group, consistent with the consolidation scope of the Consolidated Financial Statements. Where primary data were not available, estimates were made based on data from previous years or defined allocation criteria (e.g. space, occupancy, etc.). With regard to Scope 3 Categories 1 and 2, namely Purchased Goods and Services and Capital Goods, the 2025 calculation approach included the full scope of purchased goods and services as well as capital goods. In the previous year, only selected emission sources deemed most representative were considered. As a result, the expansion of the reporting boundary led to a significant increase in the 2025 figures compared to 2024. Therefore, 2025 data are not comparable with those of the previous year. In addition, a new Scope 3 category was introduced in the 2025 inventory, Category 11 (Use of Sold Products), which includes emissions related to the use phase of hardware purchased externally by Reply and subsequently resold to third-party clients. Any future significant changes in the definition of what constitutes the Reply Group and its upstream and downstream value chain will be disclosed, together with an explanation of the impacts on the comparability of reported GHG emissions. For the calculation of greenhouse gas emissions (CO₂, N₂O, CH₄), which do not include biogenic CO₂ emissions as they are not applicable to Reply’s context, the following emission factors and approaches were used:

• Direct emissions (Scope 1):

• For emissions deriving from heating of premises using natural gas and from fuel used by company fleet vehicles, emission factors provided by the Department for Energy Security and Net Zero and the Department for Environment, Food & Rural Affairs (DEFRA) for 2025 were used.

• For emissions consolidation, the operational control approach was applied. In particular, emissions from fuel consumption of leased vehicles are reported under Scope 1 according to the operational control principle, whereby emissions from assets over which Reply exercises control are accounted for as direct emissions.

• Potential emissions from F-gas leakages due to the use of air conditioning and cooling systems are excluded from the calculation of direct emissions as they are considered negligible.

• Indirect emissions (Scope 2 – location-based):

• For emissions from electricity purchased from the national grid and electricity consumption related to electric vehicles, emission factors provided by ISPRA (2024) for Italy, by the Department for Energy Security and Net Zero and DEFRA (2025) for the United Kingdom, and by Carbon Footprint Ltd (2025) for all other countries were used.

• For emissions from district heating, emission factors provided by the Department for Energy Security and Net Zero and DEFRA (2025) were used.

• The gas considered for emission calculations is CO₂ equivalent for all countries.

• The operational control approach was applied for emissions consolidation.

• Indirect emissions (Scope 2 – market-based):

• For national residual mix emission factors, the following sources were used:

• For European countries, AIB (Association of Issuing Bodies, 2024).

• For the United States, the U.S. Environmental Protection Agency.

• For all other countries, Carbon Footprint Ltd (2025).

• Where renewable energy supply contracts are in place, the associated emission factors were applied.

• The gas considered for emission calculations is CO₂ equivalent, except for countries where AIB factors are used, for which CO₂ is considered.

• Indirect emissions (Scope 3):

• For the calculation of emissions across the different categories, emission factors from the Department for Energy Security and Net Zero and DEFRA (2025) were used for all countries.

• Where quantitative data were not available, the economic value in euros associated with the purchase of goods/services was considered.

• Emission factors provided by the French Agency for Ecological Transition (ADEME) were used for the calculation of the above categories.

• For commuting and homeworking emissions, data on office occupancy and results from a survey administered to a sample of employees on commuting patterns for Italian offices were used.

• For emissions from business travel by car or taxi, where mileage data were not available, estimates were made based on total travel expenditure and average cost per kilometre.

• Where only expenditure data were available for business travel (air, rail and hotels), emissions were estimated based on comparable travel categories.

• For emissions related to the use of sold products, defined hardware for reselling, estimates were made based on average consumption data for comparable product categories.

No Scope 3 emissions are measured using primary data from specific activities along the upstream and downstream value chain. The Scope 3 emission categories identified in accordance with the GHG Protocol are as follows:

• Category 1 – Purchased goods and services, including water consumption from the public water supply.

• Category 2 – Capital goods: emissions related to all capital goods (e.g. laptops, smartphones) purchased during the year.

• Category 3 – Fuel- and energy-related activities not included in Scope 1 or Scope 2: emissions associated with extraction, refining and transport of fuels (gas and diesel for heating, diesel and petrol for company cars) prior to combustion (well-to-tank), and upstream emissions from electricity and district heating consumption.

• Category 5 – Waste generated in operations: emissions from wastewater treatment and waste disposal. For the reporting year, countries with significant disposal of devices and other materials are Italy, Germany, Belgium and the United States.

• Category 6 – Business travel: emissions from air travel, rail travel, hotel stays, taxis and other business travel, including reimbursements for personal car use and fuel for rental cars.

• Category 7 – Employee commuting: emissions related to employee travel between workplace and home, including remote working emissions.

• Category 11 – Use of sold products by end users, such as hardware purchased for resale.

The Scope 3 categories excluded from the inventory are:

• Category 4 – Upstream transportation and distribution, not explicitly calculated as it is already included in Category 1 and Category 2 due to the emission factors used.

• Category 8 – Upstream leased assets, excluded as, under the operational control approach, these emissions are included in Scope 1 and Scope 2.

• Category 9 – Downstream transportation and distribution, excluded as not applicable to the Group's business model.

• Category 10 – Processing of sold products, excluded as not applicable to the Group's business model.

• Category 12 – End-of-life treatment of sold products, excluded as not applicable to the Group's business model.

• Category 13 – Downstream leased assets, excluded as not applicable to the Group's business model.

• Category 14 – Franchises, excluded as not applicable to the Group's business model.

• Category 15 – Investments, excluded as not applicable to the Group's business model.

The table below shows gross emissions by Scope.

CO_2eq EMISSIONS - SCOPE 1, 2 (LB), 3

CO_2eq EMISSIONS - SCOPE 1, 2 (MB), 3

The value of “Indirect emissions (Scope 2) – market-based”, equal to 1,804 ton CO_2eq , was calculated taking into account the related Guarantees of Origin and Energy Attribute Certificates (EACs). For the component dependent on contractual instruments, as of the publication date of this document, the relevant Guarantees of Origin are not yet available; however, they are part of the contractual obligations of energy suppliers and their purchase is included in the cost of energy.

Scope 1
The chart below shows a breakdown of total greenhouse gas emissions for Scope 1 by individual sources.

CO_2eq EMISSIONS (Scope 1) BY SOURCE

Scope 2
The chart below shows a breakdown of total greenhouse gas emissions for Scope 1 by individual sources.

CO_2eq EMISSIONS (Scope 2) BY SOURCE

SCOPE 2 (LOCATION-BASED)

SCOPE 2 (MARKET-BASED)

Scope 3
The calculation of Scope 3 emissions includes greenhouse gas emissions that are not under the direct control of the Company but are indirectly linked to Reply’s value chain. The disclosure provided with respect to Scope 3 emissions is subject to greater inherent limitations compared to Scope 1 and Scope 2, due to the limited availability and relative accuracy of the information used to determine Scope 3 emissions data, both quantitative and qualitative, relating to the value chain. As described in the previous paragraph, data for Categories 1 and 2 are not comparable with those of the previous year. The significant increase is attributable to the expansion of the reporting boundary in 2025 compared to 2024. Category 11 was calculated for the first time in 2025 and was not included in inventories from previous years.

CO_2eq EMISSIONS (Scope 3) BY SOURCE

Below is the breakdown of Scope 3 indirect emissions by category.

CO_2eq EMISSIONS (Scope 3) BY CATEGORY

Below are the data on emissions intensity based on net revenues (see Note 5 – Revenues of the Group’s consolidated financial statements).

[E1-7] GHG removals and GHG mitigation projects financed through carbon credits

This paragraph aims to illustrate the quantity and quality of carbon credits that the Company has purchased on the voluntary market and retired to support its claims of GHG emissions neutrality. Reply has not developed projects within its own operations aimed at GHG removals and storage, nor has it contributed to such projects along its upstream or downstream value chain. In 2024, Reply purchased carbon credits, which were retired during the 2025 reporting year to achieve the Carbon Neutrality 2025 target. Specifically, the carbon credits purchased to offset Scope 1 and Scope 2 emissions generated by the Group as of 31 December 2024 were retired, thereby enabling the Group to achieve the Carbon Neutrality target in 2025, the reporting year under consideration, as planned. The following table shows the total amount of carbon credits retired during 2025, used to offset greenhouse gas emissions relating to Scope 1 and Scope 2 (district heating component), expressed in metric tonnes of CO_2eqgenerated as of 31 December 2024, including details on project type and certification standard. These credits relate to GHG emission reduction projects developed outside the European Union. The data are based on existing contracts.

Furthermore, during 2025 the Group purchased additional carbon credits aimed at maintaining Carbon Neutrality for its Scope 1 and Scope 2 emissions, as detailed below:

Governance information

ESRS G1 Business conduct

[ESRS 2 GOV-1] The role of the admnistrative, supervisory and management bodies

Reply’s Corporate Governance system complies with the provisions of the Corporate Governance Code for listed companies in Italy, issued by Borsa Italiana S.p.A, version of January 2020, with appropriate adjustments based on the characteristics of the Group. In compliance with regulatory requirements, Reply publishes annually the Corporate Governance and Ownership Structure Report, which provides an overview of the adopted governance model, risk management and control systems, as well as the governance practices in place. More detailed information is provided in the GENERAL INFORMATION chapter, sections [GOV-1] ROLE OF THE ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES and [GOV-2] INFORMATION PROVIDED TO THE ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SUSTAINABILITY MATTERS ADDRESSED, with specific reference to the sustainability organisation. The Board of Directors consists of a variable number of members, ranging from a minimum of 3 to a maximum of 11, as determined by the Shareholders’ Meeting.

Currently, the Company has a Board of Directors composed of 10 members, including:
5 Executive Directors:

• Mario Rizzante: Chairman and Chief Executive Officer

• Tatiana Rizzante: Chief Executive Officer

• Marco Cusinato: Chief Financial Officer

• Filippo Rizzante: Executive Director

• Elena Maria Previtera: Executive Director

1 Non-Executive Director:

• Daniele Angelucci: Non-Executive Director

4 Independent Non-Executive Directors:

• Patrizia Polliotto: Lead Independent Director

• Secondina Giulia Ravera: Independent Director

• Federico Ferro-Luzzi: Independent Director

• Domenico Giovanni Siniscalco: Independent Director

The Non-executive and Independent Directors contribute their specific expertise to Board discussions, supporting decision-making aligned with the Company’s best interests.

The Operational Supervisory and Control Bodies of Reply include the Board of Statutory Auditors, the Sustainability Committee and the Control and Risk Committee.
The Board of Statutory Auditors consists of three Standing Auditors and two Alternate Auditors:

• Ciro Di Carluccio: Chairman

• Donatella Busso: Standing Auditor

• Piergiorgio Re: Standing Auditor

• Gabriella Chersicla: Alternate Auditor

• Stefano Barletta: Alternate Auditor

The Sustainability Committee is composed of:

• Tatiana Rizzante: Chief Executive Officer

• Domenico Giovanni Siniscalco: Independent Director

• Secondina Ravera: Independent Director

The Control and Risk Committee is currently composed of the following members:

• Federico Ferro-Luzzi: Non-Executive and Independent Director

• Daniele Angelucci: Non-Executive Director

• and is chaired by Patrizia Polliotto: Non-executive and Independent Director and Lead Independent Director

The skills and expertise of the members of the Board of Directors and of the Operational Supervisory and Control Bodies are outlined below:
Mario Rizzante (Chairman, CEO and founder of Reply S.p.A.): Graduated in Computer Sciences, he has a thirty-year career in the technology and innovation sector, having founded Reply in 1996. Under his leadership, the company has become a leader in the ICT sector, expanding internationally and specialising in areas such as artificial intelligence and cloud computing.
Tatiana Rizzante (CEO of Reply S.p.A.): Graduated in Computer Engineering, she is part of Reply’s founding group and has held increasingly senior roles in the innovation sector. As CEO, she is responsible for the Group’s development strategy across various international markets and has solid experience in innovation management. She is currently a member of the Group’s Sustainability Committee.
Marco Cusinato (CFO of Reply S.p.A.): Graduated in Computer Engineering, he began his career as a Project Manager at Cluster Reply and developed expertise in IoT and cloud computing. As CFO, he manages the Group’s finances.
Filippo Rizzante (Executive Director of Reply S.p.A.): Graduated in Computer Engineering, he started his career at Reply in 1999, working in consulting and web projects. Currently, as CTO, he leads the development of technological offerings and manages the Group’s strategic partnerships.
Elena Maria Previtera (Executive Director of Reply S.p.A.): Graduated in Computer Sciences, she has consolidated experience in information systems management and the development of innovative technologies. As Executive Partner, she coordinates the activities of the Group’s technology companies and is responsible for CRM and Customer Experience.
Daniele Angelucci (Non-executive Director of Reply S.p.A.): Graduated in Computer Sciences, he has a long career in the sector, having held key roles at Mesarteam and Reply.
Patrizia Polliotto (Independent Director and Lead Independent Director of Reply S.p.A.): Lawyer specialised in corporate law, she has extensive experience in extraordinary transactions and legal advisory for large companies. She holds leadership roles in both listed and non-listed companies across various committees, including the Control and Risk Committee and Supervisory Bodies.
Secondina Giulia Ravera (Independent Director of Reply S.p.A.): Graduated in Electronic Engineering and holding an MBA, she has worked at McKinsey & Co. and held leadership roles in telecommunications companies. She is currently an Independent Director, member of the Sustainability Committee and the Control and Risk Committee at Reply, as well as of other major listed companies where she serves as Independent Director and committee member.
Federico Ferro-Luzzi (Independent Director of Reply S.p.A.): Full Professor of Private Law and lawyer, graduated in Law from Sapienza University of Rome. He has been a member of regulatory and supervisory bodies at Consob and the Bank of Italy. Since 2019, he has been a member of the scientific committee of the series “Privacy and Innovation” and collaborates with several leading legal journals. He is currently an Independent Director at Reply and at other major listed companies.
Domenico Giovanni Siniscalco (Independent Director of Reply S.p.A.): Graduated in Law in Turin, he obtained a PhD in Economics from the University of Cambridge. Since 2006, he has been Vice Chairman of Morgan Stanley, where he led the Italian branch (2007–2023) and was responsible for the Government sector in EMEA. From 2001 to 2004, he served as Director General of the Treasury and from 2004 to 2005 as Minister of Economy and Finance. For over twenty years, he was a professor of economics. He directed the Eni Enrico Mattei Foundation. Since April 2024, he has been an Independent Director of Reply S.p.A. and a member of the Sustainability Committee.
Ciro Di Carluccio (Chair of the Board of Statutory Auditors): Entrepreneur and senior advisor, founder and CEO of Archangel AdVenture, Ambassador in Italy of Globalize Accelerator, Chairman of the Board of Statutory Auditors of Reply S.p.A. and alternate member of the Board of Statutory Auditors of UniCredit. He is also a mentor at Polihub in Milan and at the Martin Trust Center for MIT Entrepreneurship in Boston. He held senior roles at Deloitte, including Senior Partner and CEO of the Central Mediterranean business line. He also contributed to the Parliamentary Commission of Inquiry on Mafias and to the Commission for the establishment of accounting principles of the National Council of Chartered Accountants and Accounting Experts.
Donatella Busso (Standing Auditor): Full Professor at the Department of Management of the University of Turin and Affiliate Professor at ESCP Europe, she graduated with honours in Economics and Business from the University of Turin in 1996 and is a Chartered Accountant registered with the ODCEC of Turin (of counsel at RLVT Studio – Turin). She holds governance and control positions in both listed and non-listed companies.
Piergiorgio Re (Standing Auditor): Registered with the Order of Chartered Accountants of the Province of Turin since 1972, he has been listed in the Register of Official Auditors since 1979, in the Register of Technical Consultants at the Court of Turin, in the Register of Experts under the Criminal Procedure Code at the Court of Turin and in the Register of Statutory Auditors. In his professional activity, he holds positions as Director or Auditor in various companies. Until 31 October 2017, he was Full Professor at the University of Turin – Department of Management – Business Administration Section. In his academic activity, he has authored several publications and articles.

This governance model enables Reply to ensure a robust system of management, control and supervision, fostering a structured approach to sustainability and risk management.

[ESRS 2 IRO-1] Description of the processes to identify and assess material impacts, risks and opportunities

The process of identifying and assessing impacts, risks and opportunities related to business conduct was carried out by Reply through the double materiality assessment, as described in paragraph [IRO-1] DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL IMPACTS, RISKS AND OPPORTUNITIES in the GENERAL INFORMATION chapter. The Group recognises that a lack of corporate integrity and transparency may have a negative impact on the economic and social environment in which it operates. In particular, potential cases of corruption may undermine stakeholder trust and damage the Group’s reputation, negatively affecting business relationships and the long-term sustainability of its operations. In the context of business conduct, the Group has identified an economic and reputational risk associated with the lack of integration of social justice principles—such as ethical labour practices, workplace safety and fair remuneration—into supplier evaluation and procurement processes. The absence of such principles could reduce the Company’s attractiveness to investors and business partners, who are increasingly oriented towards organisations adopting responsible and sustainable practices. To address these impacts and risks, the Group promotes initiatives aimed at ensuring transparency, integrity and respect for social rights within procurement practices. These include the sharing of the Code of Ethics with all suppliers and the Code of Conduct with its strategic suppliers. In addition, the Group requires strategic suppliers with more than 15 employees to complete a self-assessment questionnaire aimed at defining suppliers’ commitments in the ESG area. These initiatives not only aim to mitigate the identified risks but also provide opportunities to strengthen the Group’s reputation and build stronger relationships with stakeholders, thereby contributing to a more sustainable and responsible business environment.

[G1-1] Business conduct policies and corporate culture

The oversight of ethics and compliance aspects is ensured through the presence of prescriptive tools (such as Group policies), as well as organisational and operational instruments (such as dedicated structures, procedures, and management and control systems). The dissemination and alignment of corporate culture within the Group are assessed through the sharing and acceptance of the Code of Ethics. The Group has developed, adopted, and disseminated a set of policies designed to promote a culture of responsible conduct across the organisation. Within the Group, globally uniform policies—such as the Code of Ethics—are in place, alongside specific local policies for different countries, in order to ensure alignment with local regulations and address issues specific to each geographical area. The Board of Directors reviews and evaluates updates to the Code of Ethics and the main policies in response to changes in applicable regulations, both local and international, and addresses relevant issues identified for the Group through the double materiality assessment. In this context, during 2025 the Board of Directors of Reply S.p.A. approved the new Model 231 and the new Group Code of Ethics.

At this stage, it has not been considered a priority or strategic to define specific targets and related actions for business conduct. Where applicable, the Group’s policies are aligned with ethical standards established by internationally recognised guidelines and conventions, as well as complying with relevant local legislation. These policies are communicated to employees through the intranet and internal communication channels, and some of them are also publicly available on the Group’s website.
The most significant policies are summarised below:

• Code of Ethics: establishes the obligation to comply with applicable laws and outlines the ethical standards and values that the Group is committed to respecting and promoting. The Code sets out principles and rules of conduct and is addressed to all Group stakeholders—shareholders, employees, collaborators, suppliers, customers and business partners—and also describes relations with public authorities and institutions. The Group’s core ethical principles include professionalism and trust in its people, legality and integrity of the activities carried out in full compliance with applicable regulations, impartiality, respect for diversity and non-discrimination towards employees, prevention of potential conflicts of interest, and fairness and transparency in all actions carried out by the recipients of the Code. The values of the Code also apply to tax management. The Code of Ethics is specifically shared with collaborators and suppliers to promote adherence to Reply’s ethical and sustainability standards. Its effectiveness is assessed through acknowledgement by all Group stakeholders. The Code of Ethics is approved by the Board of Directors. In 2025, the Code of Ethics—of which Model 231 is an integral part—was updated in accordance with Legislative Decree 231/2001 in Italy.

• Organisation, Management and Control Model (Model 231): describes the management system (pursuant to Legislative Decree 231/2001 in Italy) and identifies the procedures developed to mitigate the risk of offences committed by directors, managers or employees in the interest or to the benefit of the Group. The model was updated in 2025 to incorporate amendments introduced to Legislative Decree 231/2001 in Italy, which impacted the compliance framework and expanded the list of predicate offences.

• Whistleblowing Policy: to encourage the timely reporting of misconduct in violation of regulations, the Code of Ethics or Group policies, Reply has implemented a whistleblowing system in compliance with EU Directive 2019/1937, providing a platform accessible to all employees and external parties and ensuring the possibility to report any issues without repercussions on their work activities. In Italy, training on the Whistleblowing Policy is included within Model 231 training, while for employees in all other countries, the policy is disseminated through the corporate intranet and is available on Reply’s website. Members of the Supervisory Body have proven experience in assessing reports of potential violations. The Whistleblowing Policy is approved by the CEO.

• Anti-bribery Policy: defines the system of rules aimed at preventing and sanctioning corruption offences in both the public and private sectors. In 2025, a single Anti-bribery Policy applicable to the entire Group was approved, replacing previous country-specific versions and ensuring consistent application at a global level. The policy aims to outline the main areas of responsibility under applicable regulations, the responsibilities of employees and associated subjects acting on behalf of the company, and the consequences of policy violations. The principles set out in the policy are aligned with those of the United Nations Convention.

The monitoring and assessment of reports and risks arising through the Model 231, Whistleblowing and Anti-bribery systems are subject to oversight and evaluation by the Supervisory Body. From a training perspective, both in Italy and abroad, specific training courses are provided at the time of hiring and in the event of regulatory updates, covering anti-corruption topics—respectively on Model 231 in Italy and on the content of the various anti-corruption and anti-bribery policies abroad. Please refer to the following paragraph [G1-3] PREVENTION AND DETECTION OF CORRUPTION AND BRIBERY for further details on training related to active and passive corruption. Finally, the Group has implemented a process to identify functions most exposed to corruption risk, such as Partners of companies operating in the public sector. This process, carried out on an annual basis, enables proactive monitoring and management of the most exposed processes and operations, contributing to ensuring an ethical and responsible working environment. For further information on the Group’s policies, please refer to section [MDR-P] POLICIES ADOPTED TO MANAGE MATERIAL SUSTAINABILITY MATTERS in the GENERAL INFORMATION chapter.

[G1-3] Prevention and detection of corruption and bribery

As anticipated in the previous paragraph [G1-1] BUSINESS CONDUCT POLICIES AND CORPORATE CULTURE, the Group has implemented an Anti-bribery Policy applicable across the entire Group, replacing previous country-specific versions, ensuring consistent application at a global level and promoting ethical behaviour—also through the Code of Ethics—by defining expectations regarding corporate conduct in this area. The policy is communicated to employees through the Group’s internal communication channels, the corporate intranet and, in some cases, through dedicated training courses. The issue of corruption is adequately managed by the Group, which, through its whistleblowing system, provides the possibility to report potential cases of corruption. In the event of reports or identification of anomalies, a process of preliminary analysis, consultation and, where necessary, the implementation of internal controls is activated. Controls on accounting transactions are carried out on an ongoing and semi-annual basis, ensuring continuous monitoring of operations. The Supervisory Body is independent from the management chain involved in the reported issue. This ensures that investigations are conducted in an impartial and objective manner, in compliance with principles of fairness and confidentiality towards all parties involved. The Supervisory Body is responsible for verifying the validity of reports on behalf of the companies of the Reply Group, carrying out timely and thorough investigations. During these activities, the Supervisory Body may request support from the relevant corporate functions or, where appropriate, from external consultants specialised in handling reports, provided that their involvement is functional to verifying the report and ensures confidentiality. At the end of the investigations, the Supervisory Body prepares a summary report on the activities carried out and the evidence considered, which is shared with the Board of Directors and the Control Bodies. This communication enables the Board to develop any necessary action plans to address identified issues and to undertake appropriate actions to protect the Group. In addition, the Supervisory Body periodically reports on the types of reports received and on the outcomes of its investigative activities to the Control Bodies, thus ensuring adequate transparency and reporting. In the case of substantiated reports of criminal offences, the Control Bodies are promptly informed. Specifically in Italy, for Reply S.p.A., the management of corruption is, as required by applicable legislation, integrated into the Organisational Model 231, which establishes guidelines for preventing unlawful conduct within the organisation. Furthermore, as an additional control measure, Reply S.p.A. and the Public Sector Consortium are certified according to the international ISO 37001 standard, which defines the requirements for anti-bribery management systems. The Reply Group provides training programmes on the prevention of active and passive corruption. In Italy, training courses related to Model 231 are delivered, while in other countries employees are required to review informational materials, including practical examples, contained within the Anti-bribery Policy. Training activities involve functions identified as most exposed to corruption risk, such as Partners of companies operating in the public sector. Training is directly extended to the executive members of the Board of Directors, while non-executive members are aligned with the policies as part of their approval process.

At present, it has not been considered a priority or strategic to define specific targets and related actions for the prevention and detection of active and passive corruption at Group level.

[G1-4] Incidents of corruption or bribery

In line with the previous year, in 2025 Reply did not record any convictions for violations of laws against active and passive corruption.

Business outlook and allocation of net result

Events subsequent to 31 december 2025

No significant events were reported after 31 December 2025.

Business outlook for the year 2025

The competitive environment remains selective, with demand focused on initiatives capable of generating measurable improvements in efficiency, resilience and growth. In this context, digital transformation programs continue to play a key role when they combine data platforms, cloud and edge infrastructures, automation and cybersecurity, increasingly designed around an AI-centric architecture. During 2025, the industrialization of artificial intelligence within clients’ processes continued to progress. In 2026, the market is expected to evolve from targeted initiatives toward broader adoption paths, with a gradual expansion of use cases in areas such as agentic AI, application modernization and process automation. Technology partnerships and a network of specialized competencies enable the Group to deliver a comprehensive and vertically integrated offering, combining advisory, delivery and proprietary platforms. Attention remains on factors related to the macroeconomic outlook, competitive pricing dynamics and the availability of specialized talent. Overall, technological positioning and close client proximity support sustainable growth and resilient profitability over the course of 2026.

Motion for the approval of the financial statement and allocation of the result for the financial year

The financial statements at year end 2025 of Reply S.p.A. prepared in accordance with International Financial Reporting Standards (IFRS), recorded a net income amounting to 88,120,119 Euros and net shareholders’ equity on 31 December 2025 amounted to 789,001,113 Euros thus formed:

The Board of Directors in submitting to the Shareholders the approval of the financial statements (Separate Statements) as at 31 December 2025 showing a net result of 88,120,119 Euros, proposes that the shareholders resolve:

• to approve the financial statement (Separate Statements) of Reply S.p.A. which records net profit for the financial year of 88,120,119 Euros;

• to approve the motion to allocate the net result of 88,120,119 as follows:

• a unit dividend to shareholders amounting to 1.35 Euros for each ordinary share with a right, therefore excluding treasury shares, with payment date fixed on 20 May 2026, coupon cutoff date 18 May 2026 and record date, determined in accordance with Article 83-terdecies of Legislative Decree no. 58/1998 set on 19 May 2026;

• having the Legal reserve reached the limit of one fifth of the share capital pursuant to article 2430 of the Italian Civil Code, the residual amount to be allocated to the Retained earnings reserve.

• to approve, pursuant to Article 22 of the Articles of association, the proposal of the Remuneration Committee to distribute to Directors entrusted with operational powers, a shareholding of the profits of the Parent Company, to be established in the amount of 3,200,000 Euros.

Turin, 12 March 2026

/f/ Mario Rizzante

For the Board of Directors

The Chairman

Mario Rizzante