The Board of Directors holds the broadest powers for the ordinary and extraordinary management of the Company, with the authority to perform all acts deemed necessary or appropriate for the achievement of the corporate purposes, except for those reserved by law or by the Articles of Association to the Shareholders' Meeting.

The current Board of Directors was appointed by the Shareholders' Meeting on 24 April 2025 for a three-year term (2025-2026-2027), and will remain in office until the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2027.

The majority of Directors (11 out of 15) are independent in accordance with both the Italian Consolidated Law on Finance (TUF) and the Corporate Governance Code.

The female gender is represented on the Board of Directors by 7 out of 15 members, in compliance with the applicable gender balance regulations.

On 15 February 2022, the Board of Directors of IREN S.p.A. in office at the time approved the Regulations for the Operation and Management of Disclosure of the same body.

In particular, the Regulations identify the deadlines for the prior submission of the necessary information, ensuring that confidentiality issues are properly managed without affecting the timeliness and completeness of the flow of information, with the aim of enabling the Directors to act and deliberate in an informed manner.

By resolution of 13 October 2022, the Board of Directors of Iren S.p.A. approved an update to the aforementioned regulation.

During financial year 2025, the Board of Directors held 17 meetings, with an average attendance of 96% of its members. The average duration of each meeting was approximately 3 hours and 10 minutes.

For the appointment of the Board of Directors, the "list voting" mechanism has been adopted, so as to guarantee a number of candidates of the less represented gender no less than two fifths, rounded down to the nearest unit if the list contains less than 5 candidates, in implementation of Article 1, paragraphs 302-304 of Italian Law 160/2019, as well as an adequate presence of Directors designated by minority shareholders. Articles 19 and 20 of the Articles of Association govern the terms and procedures for filing and publishing lists (in which candidates are marked with a sequential number), as well as the related documentation, in accordance with current regulations.

At least two Directors must meet the independence requirements prescribed by the legislation in force at the time. All candidates must also meet the requirements of integrity prescribed by current legislation. For more on the Board's assessments of its members' qualifications see the Report on Corporate Governance and Ownership Structure.

In view of the renewal of the Board of Directors, the previous Board of Directors (2022-2024), following the preliminary work carried out by the Remuneration and Appointments Committee and taking into account the results of the Board and Committee self-assessment, expressed its recommendations to the Shareholders regarding the composition of the new Board of Directors and the professional and managerial profiles considered appropriate, also taking into account the diversity criteria recommended by the Corporate Governance Code.

The recommendations were made publicly available in due time prior to the Shareholders' Meeting held on 24 April 2025, which appointed the current Board of Directors for the 2025-2027 term.

As at 24 April 2025, the date on which the current Board of Directors was appointed by the Shareholders' Meeting of IREN S.p.A., the majority of Directors (11 of them) possess the independence requirements both pursuant to the combined provisions of Articles 147-ter, paragraph 4, and 148, paragraph 3, of the Consolidated Law on Finance (TUF), and pursuant to Recommendation No. 7 of the Corporate Governance Code.

The Board of Directors assesses the independence of its members with regard to the principle of substance over form. The independence of Directors is assessed by the Board of Directors upon appointment and, subsequently, at least annually or whenever circumstances arise during the term of office that may affect their independence. The outcome of the Board’s assessments is disclosed to the market in accordance with the procedures set out in the Corporate Governance Code.

During 2025, three meetings of the Independent Directors were held.

Following the appointment of the current Board of Directors, on 30 October 2025, the Board of Directors, in adherence to the Corporate Governance Code for Listed Companies and national and international best practices, formalised the appointment of a Lead Independent Director ("LID"), identified in Director Giuliana Mattiazzo (who meets the requirements of independence and professionalism for the role). The LID carries out the functions set forth in the Corporate Governance Code and represents a point of reference and coordination for the requests and contributions of the Independent Directors within the Board of Directors. 

In order to conform its governance model to the recommendations contained in the Corporate Governance Code, the current Board of Directors, ensuring continuity with the approach adopted during previous Board mandates, appointed, at its meeting held on 24 April 2025, the following Board Committees of an investigative and advisory/propositional nature: the Remuneration and Appointments Committee (RAC), the Control, Risk and Sustainability Committee (CRSC) and, in compliance with the Consob Regulation on Related Party Transactions, the Related Party Transactions Committee (RPTC).

The functioning of the Remuneration and Appointments Committee and the Control, Risk and Sustainability Committee is governed by specific Regulations (both last updated by the previous Board of Directors at its meeting held on 18 December 2024).

The Remuneration and Appointments Committee is a consultative and advisory body to which the Board of Directors has assigned the duties detailed in the above-mentioned Regulation.

By resolution passed on 24 April 2025, the current Board of Directors appointed the following Directors as members of the Remuneration and Appointments Committee: Giacomo Malmesi (independent), Patrizia Paglia (independent), Davide Piccioli and Elisa Rocchi (independent), the latter acting as Chairperson.

During 2025, the Remuneration and Appointments Committee held 13 meetings (including 1 joint meeting with the Control, Risk and Sustainability Committee), with an attendance rate of 92% of its members. The average duration of the meetings was 55 minutes. At least one Standing Statutory Auditor attended the Committee meetings, as provided for by the relevant Regulation.

The Control, Risk and Sustainability Committee supports the Board of Directors, through appropriate preliminary activities, in its assessments and decisions relating to the internal control and risk management system and the approval of the periodic financial and non-financial reports.

By resolution passed on 24 April 2025, the current Board of Directors appointed the following Directors as members of the Control, Risk and Sustainability Committee: Stefano Borotti (independent), Daniele De Giovanni (independent), Paola Girdinio (independent) and Francesca Culasso (independent), the latter acting as Chairperson.

During 2025, the Control, Risk and Sustainability Committee held 13 meetings (including 1 joint meeting with the Remuneration and Appointments Committee), with an attendance rate of 98% of its members. The average duration of the meetings was approximately 2 hours and 20 minutes.

In accordance with the Corporate Governance Code and the current Regulation of the Control, Risk and Sustainability Committee, the meetings were attended by the Chairperson of the Board of Statutory Auditors of IREN S.p.A. and/or by another Statutory Auditor designated by the Chairperson.

The Related Party Transactions Committee expresses its opinion on transactions of both lesser and greater significance with Related Parties and, more generally, performs all other duties assigned to it in relation to Related Party Transactions pursuant to the Consob Regulation on Related Party Transactions.

The current Committee is composed of four Directors who meet the independence requirements set out in Articles 147-ter, paragraph 4, and 148, paragraph 3, of the Consolidated Law on Finance (TUF), as well as the additional requirements provided for by the Corporate Governance Code. Accordingly, by resolution passed on 24 April 2025, the current Board of Directors appointed the following Directors as members of the Related Party Transactions Committee: Sandro Mario Biasotti (independent), Giuliana Mattiazzo (independent), Cristina Repetto (independent) and Elisabetta Ripa (independent), the latter acting as Chairperson.

During 2025, the Related Party Transactions Committee held 9 meetings (4 by the previous Committee and 5 by the current Committee). Attendance by Committee members was 94% and the average duration of the meetings was approximately 47 minutes.

Pursuant to the Procedure adopted by IREN S.p.A. on Related Party Transactions, the Chairperson of the Board of Statutory Auditors of IREN S.p.A. and/or another Statutory Auditor designated by the Chairperson attends all meetings of the Related Party Transactions Committee.

The Board of Statutory Auditors consists of five Standing Auditors and two Alternate Auditors, who remain in office for three financial years, until the date of the Shareholders' Meeting called to approve the financial statements relating to the last financial year of their term of office, and may be reappointed.

On 27 June 2024, the Shareholders' Meeting appointed the members of the current Board of Statutory Auditors, whose term of office expires upon approval of the 2026 financial statements, as follows:

• Chairperson of the Board of Statutory Auditors – Sonia Ferrero
• Standing Auditor – Ugo Ballerini
• Standing Auditor – Donatella Busso
• Standing Auditor – Simone Caprari
• Standing Auditor – Fabrizio Riccardo Di Giusto
• Alternate Auditor – Lucia Tacchino
• Alternate Auditor – Carlo Bellavite Pellegrini

Upon submission of their candidacies, the newly appointed members of the Board of Statutory Auditors declared that they met the integrity requirements prescribed by the applicable legislation, as well as the independence requirements pursuant to Legislative Decree No. 58/1998 (the "Consolidated Law on Finance" or "TUF") and the Corporate Governance Code for Listed Companies (January 2020), in accordance with the governance assessments adopted by IREN S.p.A.

At one of its meetings, the Board of Statutory Auditors verified that the newly appointed members met the above-mentioned requirements, in compliance with the Corporate Governance Code.

During 2025, the Board of Statutory Auditors held 14 meetings, with an average attendance of 100% of the Standing Auditors. The average duration of the meetings was approximately 1 hour and 53 minutes. The outcome of the supervisory and control activities carried out by the Board of Statutory Auditors during the financial year is set out in the Report to the Shareholders' Meeting prepared pursuant to Article 153 of the Consolidated Law on Finance (TUF) and attached to the financial statements.

In view of the renewal of the Board of Statutory Auditors, the outgoing Board expressed its recommendations to the Shareholders regarding the composition of the new Board and the professional profiles whose presence was considered appropriate, also taking into account the diversity criteria recommended by the Corporate Governance Code. The recommendations were made available to the public in due time prior to the Shareholders' Meeting held on 27 June 2024, which, as mentioned above, appointed the current Board of Statutory Auditors for the 2024–2026 term.

On the recommendation of the Board of Statutory Auditors, in its capacity as the "Internal Control and Audit Committee", the Shareholders' Meeting held on 22 May 2019 appointed KPMG S.p.A. to audit the financial statements of IREN S.p.A. for the nine-year period 2021-2029. This resolution was taken at the end of a comprehensive selection procedure carried out in accordance with Article 16 of Regulation (EU) No. 537/2014 (the "Tender Process").

Subsequently, on 25 November 2019, the Parent Company and KPMG signed a Framework Agreement containing the technical and financial terms and conditions governing, for the nine-year period 2021-2029, (i) the statutory audit of IREN's financial statements and (ii) the statutory audit of the financial statements of the consolidated companies included within the scope of the Tender Process (the "Framework Agreement"). The same Framework Agreement also contains the technical and financial terms and conditions governing the limited assurance engagement on the Iren Group's Non-Financial Statement (NFS) for the three-year period 2021-2023 (subsequently renewed).

The Shareholders' Meetings of each consolidated company included within the scope of the Tender Process, upon a reasoned proposal by their respective Boards of Statutory Auditors, therefore appointed KPMG S.p.A. as statutory auditor for the three-year period 2021-2023 (subsequently renewed) in accordance with the terms and conditions of the Framework Agreement.

Following the execution of the Framework Agreement, the dynamism that has characterised the Group, both in terms of growth through external acquisitions and internal reorganisation, has resulted in changes to the original audit scope entrusted by Iren to KPMG S.p.A. for the nine-year period 2021-2029. More specifically, these changes concerned: (i) the expansion of the scope of Iren's direct and indirect subsidiaries to include entities not covered by the Tender Process completed in 2019; and (ii) changes in the size or legal status of certain consolidated companies already included within the audit scope, affecting the terms and conditions of the audit engagements already awarded to KPMG S.p.A.

In view of these developments, that have taken place over time, the Framework Agreement has been progressively updated through the execution of specific addenda between IREN S.p.A., also acting in the name and on behalf of the directly and indirectly controlled companies concerned, and KPMG S.p.A., in order to adapt the scope and terms of the audit engagements to the evolution of the Group.