Immobiliare Grande Distribuzione SIIQ S p A : Report on Corporate Governance and ownership structure 2022

IMMOBILIARE GRANDE DISTRIBUZIONE

SOCIETA' DI INVESTIMENTO IMMOBILIARE QUOTATA S.P.A.

Registered office in Bologna, Via Trattati Comunitari Europei 1957-2007 n. 13,

VAT, Bologna Company Register no. 00397420399

Bologna Chamber of Commerce Registration no. 458582 Share capital subscribed and paid-in: € 650,000,000.00

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

3.	REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE	4
3.1	// COMPANY PROFILE	4

3.2 // INFORMATION ON OWNERSHIP STRUCTURE (pursuant to Art. 123-bis, par. 1, TUF)

	AT 23 FEBRUARY 2023	6
3.3	// COMPLIANCE (pursuant to Art. 123-bis, paragraph 2, lett. a), first part, TUF)	8
3.4	// BOARD OF DIRECTORS	9
3.4.1	ROLE OF THE BOARD OF DIRECTORS	9
3.4.2	APPOINTMENT AND REPLACEMENT (pursuant to Art. 123-bis, para. 1, lett. l), first
	part, TUF)	10
3.4.3	COMPOSITION (pursuant to Art. 123-bis, paragraph 2, lett. d) and d-bis), TUF)	11
3.4.4	FUNCTIONING OF THE BOARD OF DIRECTORS (pursuant to Art. 123-bis, par 2, lett.
	d) TUF)	18
3.4.5	ROLE OF THE CHAIR OF THE BOARD OF DIRECTORS	21
3.4.6	EXECUTIVE DIRECTORS	22
3.4.7	INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR	24
3.5	// HANDLING OF CORPORATE INFORMATION	26
3.6	// BOARD COMMITTEES (pursuant to Art. 123-bis, par. 2, lett. d), TUF)	27

3.7 // BOARD REVIEW AND SUCCESSION OF DIRECTORS - APPOINTMENTS AND

REMUNERATION COMMITTEE	28
3.7.1 BOARD REVIEW AND SUCCESSION OF DIRECTORS	28
3.7.2 APPOINTMENTS AND REMUNERATION COMMITTEE	30
3.8 // DIRECTORS' REMUNERATION	33

3.9 // INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS

	COMMITTEE	33
3.9.1	CHIEF EXECUTIVE OFFICER	43
3.9.2 CONTROL AND RISKS COMMITTEE	43
3.9.3 HEAD OF INTERNAL AUDIT	47
3.9.4 DECREE 231/2001 ORGANIZATIONAL MODEL	48
3.9.5 EXTERNAL AUDITORS	49
3.9.6 FINANCIAL REPORTING OFFICER	49
3.9.7 COORDINATION OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
	PERSONNEL	50
3.10	// DIRECTORS' INTERESTS AND TRANSACTIONS WITH RELATED PARTIES	51
3.11	// BOARD OF STATUTORY AUDITORS	53
3.11.1 APPPOINTMENT AND REPLACEMENT	53

3.11.2 COMPOSITION AND ROLE OF THE BOARD OF STATUTORY AUDITORS (pursuant to
	Art. 123-bis, paragraph 2 (d) of TUF)	54
3.12	// RELATIONS WITH SHAREHOLDERS	59
3.13	// SHAREHOLDERS' MEETINGS (EX ART. 123-BIS, PAR. 2, LETTER C) TUF)	60

3.14 // ADDITIONAL CORPORATE GOVERNANCE PRACTICES (pursuant to Art. 123-bis,

par. 2, lett. a) second part of TUF)	62
3.15 // SUBSEQUENT EVENTS	62

3.16 // COMMENTS ON THE LETTER RECEIVED FROM THE CHAIR OF THE ITALIAN

CORPORATE GOVERNANCE COMMITTEE	....................................................................... 62
TABLES	63

3.REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

Code/CG Code/Corporate Governance Code: the Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee.

Civil Code/C.C.: the Italian Civil Code.

CG Committee/Corporate Governance Committee: the Italian Committee for the Corporate Governance of listed companies, endorsed by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria.

Board: the Issuers' Board of Directors.

Issuer or Company: the company Immobiliare Grande Distribuzione SIIQ S.p.A. referred to in this Report.

Year: financial year 2022, referred to in this Report.

CONSOB Regulations for Issuers: the regulations for issuers approved by CONSOB with Resolution 11971 of 1999, as amended.

CONSOB Market Regulations: the market regulations issued by Consob with Resolution 20249 of 2017.

CONSOB Regulations for Related Party Transactions: the Regulations issued by CONSOB pursuant to Resolution 17221 of 12 March 2010, as amended, for related party transactions.

Report: this Report on Corporate Governance and Ownership Structure, prepared pursuant to Art. 123-bis TUF.

Remuneration Report: the report on remuneration policy and compensation paid, prepared pursuant to Art. 123-ter TUF and Art. 84-quater of the CONSOB Regulations for Issuers.

Testo Unico della Finanza/TUF: Legislative Decree 58 of 24 February 1998.

Unless otherwise specified, the following terms are as defined in the CG Code: directors, executive directors [see Q. Def. (1) and Q. Def (2)], independent directors, significant shareholder, chief executive officer (CEO), Board of Directors, Board of Statutory Auditors, business plan, company with concentrated ownership, large company, sustainable success, Top Management.

3.1 // COMPANY PROFILE

The Company has a traditional system of management and control founded on the centrality of the Board of Directors. The financial audit is performed by external auditors, in accordance with the law.

The Company's Corporate Governance model is based on: (i) the guiding role of the Board of Directors in matters of corporate strategy, as a whole and through specifically appointed committees with advisory and consulting functions; (ii) the transparency of business decisions within the Company and vis-à-vis the market; (iii) the definition of a remuneration policy for the directors and the managers with strategic

responsibilities which complies with the Code; (iv) the efficiency and efficacy of the internal control and risk management system; (v) the strict governance of potential conflicts of interest; and (vi) clear procedures for transactions with related parties and for the treatment of corporate information. The Company's mission is to create value for all its stakeholders: shareholders and financial community, employees, visitors and local community, tenants and suppliers. The Company believes this is possible through sustainable growth.

The Board of Directors plays an active role in defining the Company's strategy, first and foremost through in-depth board discussions in which, on request, the Company's Management participates in order to provide further information on specific agenda items. In addition, during the approval process for the 2022- 2024 Business Plan, the Company organized special meetings involving the entire Board of Directors and members of the Board of Statutory Auditors, for the purpose of fine-tuning the plan and allowing open discussion of the Company's strategies prior to approval.

Regarding risk management policies, during specific meetings the Board of Directors, with input from the Internal Control Committee, took regular stock of the development of the Company's Enterprise Risk Management (ERM) project, which is periodically revised through structural risk assessment processes entailing the evaluation of new identified risks and their mitigation factors, with a view to integration with existing strategies taking account of the Company's organizational and business model. All such efforts figured into the new 2022-2024 Business Plan. In this regard, see Section 9.0 "Internal Control and Risk Management System - Control and Risks Committee." Likewise, with regard to compensation policies, with input from the Appointments and Remuneration Committee the Board of Directors has proposed some changes and additions to the bonus system in order to make performance targets more incisive and consistent with the Company's business and sustainability strategy, over a multi-year horizon, in order to create long-term value.

Again in 2022, the Company prepared a Corporate Sustainability Report which describes characteristics and strategy in terms of ESG, short-, medium- and long-term growth targets, and key results achieved during the year.

Every year the Company makes the Corporate Sustainability Report, certified and approved by IGD SIIQ S.p.A.'s Board of Directors, available to the public on its website at http://www.gruppoigd.it/ en/sustainability/sustainability-report/.

At this time, the Company does not prepare a non-financial report pursuant to Legislative Decree 254/2016.

The Company qualifies as an SME pursuant to Art. 1.w-quater.1) TUF (capitalization below the threshold set by CONSOB1).

• The TUF definition of an SME was modified by Art. 44-bis (1) of Decree Law 76 of 16 July 2020, converted into legislation by Law 120 of 11 September 2020. Before the change, TUF Art. 1 (1) w-quater.1 defined SMEs as small and medium enterprises with listed shares whose revenue (even before admission for trading) was less than €300 million, or that had a market capitalization of less than €500 million, specifying that "listed companies that exceed both of these limits for three years in a row do not qualify as SMEs." The change eliminated the revenue limit, so at the moment, SMEs are defined as small and medium enterprises with listed shares whose market capitalization is less than €500 million, and "listed companies that exceed that limit for three years in a row do not qualify as SMEs." The second paragraph of the decree law's Art. 44-bis also established a transitional phase under which "Issuers that on the effective date of the conversion of this decree into law [i.e., as of 15 September 2020] qualified as SMEs only on the basis of revenue will continue to qualify as such for two financial years following the one in course."