30/06/2021

IRCE S.p.A.

RELATED PARTY TRANSACTIONS

PROCEDURE

pursuant to article 4 of the Related Party Transactions Regulation adopted by Consob with resolution no. 17221 dated 12 March 2010, as most recently amended with resolution no. 21624 dated 10 December 2020.

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CONTENTS

1

DEFINITIONS AND REFERENCES.................................................................

3

2

ROLES AND RESPONSIBILITIES ..................................................................

5

APPROVAL OF THE PROCEDURE.....................................................................................................

5

COMMITTEE FOR THE APPROVAL OF RELATED PARTY TRANSACTIONS................................................

5

MANAGER IN CHARGE OF DRAFTING ACCOUNTING AND CORPORATE RECORDS..................................

5

COMPANY REPRESENTATIVES........................................................................................................

6

3

IDENTIFICATION OF RELATED PARTIES ....................................................

6

4

RELATED PARTY TRANSACTIONS ..............................................................

7

5

IMPORTANT TRANSACTIONS .......................................................................

8

IDENTIFICATION OF TRANSACTIONS OF GREATER IMPORTANCE WITH RELATED PARTIES ........

8

IDENTIFICATION OF TRANSACTIONS OF LESSER IMPORTANCE WITH RELATED PARTIES............

9

6

IDENTIFICATION OF CASES OF EXEMPTION .............................................

9

7

ABSTENTION OF THE DIRECTORS INVOLVED.........................................

12

8

IDENTIFICATION AND REPORTING OF TRANSACTIONS WITH RELATED

PARTIES INFORMATION FLOWS ................................................................

12

9

PROCEDURE FOR IMPORTANT TRANSACTIONS ....................................

14

PROCEDURE FOR THE INITIATION AND APPROVAL OF TRANSACTIONS ..............................................

14

DEROGATION FOR SMALL-CAPLISTED COMPANIES.........................................................................

15

ALTERNATIVE CONTROL MEASURES.............................................................................................

15

TRANSACTIONS UNDER THE RESPONSIBILITY OF THE SHAREHOLDERS' MEETING..............................

16

10 TRANSACTIONS CONCLUDEDTHROUGH SUBSIDIARIES ......................

16

11 FRAMEWORK-RESOLUTION PROCEDURE...............................................

16

12 REPORT ON RELATED PARTY TRANSACTIONS......................................

16

INTERNAL REPORT ON RELATED PARTY TRANSACTIONS..................................................................

16

REPORT TO THE PUBLIC ON TRANSACTIONS OF GREATER IMPORTANCE WITH RELATED PARTIES .......

17

PERIODIC REPORTING IN ACCORDANCE WITH THE APPLICABLE LAW PROVISIONS, IN THE HALF-YEAR

MANAGEMENT REPORT AND IN THE ANNUAL MANAGEMENT REPORT THE COMPANY MUST PROVIDE

INFORMATION ABOUT:.................................................................................................................

17

TRANSACTIONS WITH RELATED PARTIES AND COMMUNICATION TO THE PUBLIC IN ACCORDANCE WITH

ARTICLE 114, SUB-PARAGRAPH 1 OF THE TUF .............................................................................

18

13 DISSEMINATION OF THE PROCEDURE .....................................................

18

14 AMENDMENTS AND UPDATES OF THE PROCEDURES ..........................

19

15 PUBLICATION OF THE PROCEDURES.......................................................

19

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INTRODUCTION

The regulation governing related party transactions aims to monitor the risk that the proximity of some subjects to the decision-taking centres of the company and its subsidiaries could jeopardise the objectivity and impartiality of decisions regarding transactions with such subjects.

The aim of this document is to regulate the procedure for identifying, approving and concluding transactions with Related Parties and the corresponding Connected Persons put in place directly by the Company or through subsidiaries, according to the provisions of:

  1. art.4 of Consob Regulation no. 17221/2010, as most recently amended by Consob resolution no. 21624/2020, by way of implementation of art. 2391 - bis (Related Party Transactions) of the Italian Civil Code;
  2. Circular 285/13, Section Three, Chapter 11 "Risk-bearing activities and conflicts of interest with connected subjects";
  3. accounting standard IAS 24 "Related Party Disclosures" with specific reference to the definitions of "Related Party" and "Related Entities"

The procedure and any amendments to it are published on the company's website www.irce.it.

  • DEFINITIONS AND REFERENCES

Independent directors: in accordance with the indications of the Interpretative Communication, these are those persons acknowledged as such by the Company, applying the principles and application criteria of the Self-Regulatory Code for Listed Companies adopted by Borsa Italiana S.p.A. which the company complies with.

Non-relatedindependent directors:these are the directors that are not counterparts to a given transaction and their related parties.

Directors involved in the transaction:directors that have an interest in the transaction, on their own behalf or on behalf of third parties, that is in conflict with that of the company.

Interpretative communication:Communication no. DEM/10078683 dated 24/09/2010, providing indications and guidelines for the application of the Regulation concerning related party transactions adopted with resolution no. 17221 dated 12 March 2010 as amended.

Company Representatives:Directors, Auditors, CEO and Managers with strategic responsibilities

The terms "control", "joint control" and "significant influence"are defined in standards IFRS 10, IFRS 11 and IAS 28.

Specifically, significant influence is the power to participate in the financial and operating policy decisions of the investee without the power to control or jointly control those policies. Significant influence is assumed to exist where a direct or indirect shareholding is held equal to or more than 20% of the share capital or voting rights in the ordinary shareholders' meeting or in another equivalent body of the related investee, or 10% in the case of companies listed on regulated markets.

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If the number of shares is below the threshold indicated above, the existence of one or more of the following circumstances represent an indication of significant influence:

  1. representation in the Board of Directors of the investee (often referred to as an "associate"); being a member of the Board of Directors representing the minority shareholders by itself does not represent an indicator of significant influence, according to the rules and regulations of the issuers of shares listed on regulated markets;
  2. participation in the decision-taking process, including participation in decisions regarding dividends or any other type of distribution of profits;
  3. presence of major transactions between the investor company and the investee company;
  4. Interchange of managerial personnel;

Significant influence exists also when it is exercised indirectly, through subsidiaries, trust companies, intermediary entities or people. Companies whose investing entity is in turn subject to joint control are not considered indirectly subject to significant influence.

Transactions:the transactions identified in paragraph 4 of this procedure.

Related parties: the subjects identified in accordance with paragraph 3 of this procedure.

Issuers' Regulation:Regulation no. 11971 dated 14 May 1999, most recently amended with resolutions no. 21623 and no. 21625 of 10 December 2020 and no. 21639 of 15 December 2020, effective since 1 January 2021.

RPT (Related Party Transactions) Regulation:Regulation setting out requirements for transactions with related parties, adopted by Consob with resolution no. 17221 of 12 March 2010, most recently amended with resolution no. 21624 dated 10 December 2020, effective since 1 July 2021.

Related company:companies over which another company exercises a significant influence are considered related (also referred to as associated) companies (art. 2359, sub-paragraph 3 of the Italian Civil Code)

Joint Venture:a Joint Venture is a contractual agreement under which two or more parties undertake an economic activity under joint control.

TUF (Testo Unico Finanza):Italian Consolidated Law on Financial Intermediation, Italian Legislative Decree no. 58 of 24 February, 1998, updated with the amendments introduced with Law 178 of 30 December 2020, effective since 1 January 2021, and Legislative Decree no. 17 of 2 February 2021, effective since 11 March 2021.

Small-capcompanies: companies whose assets recorded in the balance sheet or the revenue, in their most recently approved consolidated financial statements, do not exceed Euro 500 million. Small-cap companies are no longer classified as such if they do not meet both of the above requirements for two consecutive financial years.

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  • ROLES AND RESPONSIBILITIES

Approval of the Procedure

The Board of Directors approves the procedure with related parties and the relative amendments subject to the favourable and binding opinion of any independent directors present or, in their absence, subject to the non-binding opinion of an independent expert appointed by the Board of Directors.

Committee for the approval of related party transactions

The Committee for the approval of transactions with related parties (hereinafter referred to as "the Committee") is appointed by the Board of Directors and comprises at least three non-executive directors, the majority of whom independent, who must also be non-related directors for each transaction.

On its establishment, the Board of Directors can appoint the Chairperson of the Committee for the approval of related party transactions. The Committee, adopting a specific regulation, defines its operating rules.

The Committee for the approval of transactions with related parties carries out all the activities set forth in the Regulation and this Procedure and, above all with reference to transactions of high or low importance, issues (before the approval of same transactions) a non-binding reasoned opinion that must address the Company's interest in carrying out the transaction, as well as the expediency and substantial accuracy of its conditions; this opinion must always be attached to the minutes of the meeting of the committee both in the case of high and low importance transactions.

Manager in Charge of drafting accounting and corporate records

The Manager in Charge draws up the List of Related Parties identified as outlined in paragraph 3 of the Procedure and keeps it up-to-date. The preparation/updating of the List of Related Parties is carried out:

  1. based on information and documentation kept in the Company's records, with the support of Company Representatives and Managers with strategic responsibilities;
  2. based on communications with the Direct and Indirect Related Parties: indeed, each Related Party must provide the Company with information able to rapidly identify all the existing Related Parties, whether Direct or Indirect, updating the previously provided information from time to time and in a timely way. If the Company does not know of a counterpart's classification as a Related Party and the information requirements have not been met, the issuer's counterpart that has not provided this information, like the Direct Related Party to which the counterpart refers, and that has not provided the relevant information, will be held liable for any damage, whether pecuniary or non-pecuniary, also as a result of measures taken by the competent authorities, suffered by the issuer deriving from the conclusion of the transaction in breach of the set procedures.

The Manager in Charge also checks, following the reports made by the Company Representatives and received as established in paragraph 8 below, the nature of the transactions reported and, if necessary, starts the procedural processes

regulated in paragraph 9 below.

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IRCE S.p.A. published this content on 30 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 July 2021 16:07:07 UTC.