Immobiliare Grande Distribuzione SIIQ S p A : Report on Corporate Governance and ownership structure 2023

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

OF

IMMOBILIARE GRANDE DISTRIBUZIONE SIIQ S.P.A.

Pursuant to Art. 123-bis TUF

Traditional administration and control model

FY 2023

Approved by Immobiliare Grande Distribuzione SIIQ S.p.A.'s Board of Directors on 27 February 2024

Made available to the public on the company website athttps://www.gruppoigd.it/governance/struttura-di-governance/ and on the authorized storage platform "eMarket STORAGE"

Index

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

• 3.0 // COMPANY PROFILE ................................................................................................................................. 4

• 3.1 // INFORMATION ON OWNERSHIP STRUCTURE (pursuant to Art. 123-bis, par. 1, TUF) AT 27

  FEBRUARY 2024 ........................................................................................................................................... 6

• 3.2 // COMPLIANCE (pursuant to Art. 123-bis, paragraph 2, lett. a), first part, TUF) ..................... 8

• 3.3 // BOARD OF DIRECTORS ........................................................................................................................... 9

• 3.3.1 ROLE OF THE BOARD OF DIRECTORS

• 3.3.2 APPOINTMENT AND REPLACEMENT (pursuant to Art. 123-bis, para. 1, lett. l), first part, TUF) ... 10

• 3.3.3 COMPOSITION (pursuant to Art. 123-bis, paragraph 2, lett. d) and d-bis), TUF) ............................ 11

• 3.3.4 FUNCTIONING OF THE BOARD OF DIRECTORS (pursuant to Art. 123-bis, par 2, lett. d) TUF) ..... 18

• 3.3.5 ROLE OF THE CHAIR OF THE BOARD OF DIRECTORS ............................................................................ 20

• 3.3.6 EXECUTIVE DIRECTORS .............................................................................................................................. 21

• 3.3.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR ..................................................... 23

• 3.4 // HANDLING OF CORPORATE INFORMATION .................................................................................. 25

• 3.5 // BOARD COMMITTEES (pursuant to Art. 123-bis, par. 2, lett. d), TUF) ................................... 26

• 3.6 // BOARD REVIEW AND SUCCESSION OF DIRECTORS - APPOINTMENTS AND REMUNERATION

  COMMITTEE ................................................................................................................................................. 27

• 3.6.1 BOARD REVIEW AND SUCCESSION OF DIRECTORS ................................................................................. 27

• 3.6.2 APPOINTMENTS AND REMUNERATION COMMITTEE .............................................................................. 29

• 3.7 // DIRECTORS' REMUNERATION ............................................................................................................ 31

• 3.8 // INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS

  COMMITTEE ................................................................................................................................................. 31

3.8.1 CHIEF EXECUTIVE OFFICER ........................................................................................................................ 40

3.8.2 CONTROL AND RISKS COMMITTEE ............................................................................................................... 41

3.8.3 HEAD OF INTERNAL AUDIT ............................................................................................................................ 44

3.8.4 DECREE 231/2001 ORGANIZATIONAL MODEL ........................................................................................... 45

3.8.5 EXTERNAL AUDITORS ..................................................................................................................................... 46

3.8.6 FINANCIAL REPORTING OFFICER ................................................................................................................ 47

3.8.7 COORDINATION OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM PERSONNEL ...... 48

3.9 // DIRECTORS' INTERESTS AND TRANSACTIONS WITH RELATED PARTIES ......................... 48

3.10 // BOARD OF STATUTORY AUDITORS .................................................................................................. 50

3.10.1 APPPOINTMENT AND REPLACEMENT ....................................................................................................... 50

3.10.2 COMPOSITION AND ROLE OF THE BOARD OF STATUTORY AUDITORS (pursuant to Art. 123-bis,

paragraph 2 (d) of TUF) ............................................................................................................................... 51

3.11 // RELATIONS WITH SHAREHOLDERS ................................................................................................. 55

Definitions

Board: the Issuers' Board of Directors.

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

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

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.

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.

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

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.

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

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

Year: financial year 2023, referred to in this Report.

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.

3.0 // 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 2022-2024 Business Plan. In this regard, see the following Section 3.8 "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 2023, the Company prepared a Corporate Sustainability Report which describes the strategy, short-, medium- and long-term growth targets, and key results achieved during the year in terms of ESG.

Every year the Company makes the Corporate Sustainability Report, certified and approved by the Issuer's Board of Directors, available to the public on its website athttp://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 and Art. 2-ter of the Consob Regulations for Issuers (capitalization below the threshold set by CONSOB).

The Company does not meet the definition of "large company" and/or "company with concentrated ownership" as set forth in Borsa Italiana's Corporate Governance Code.

3.1 // INFORMATION ON OWNERSHIP STRUCTURE (pursuant to Art. 123-bis, par. 1, TUF) AT 27 FEBRUARY 2024

a) Share capital structure (pursuant to Art. 123-bis, par. 1, lett. a), TUF)

The share capital approved at the date of this Report totals €650,000,000.00 fully subscribed and paid-in, divided into 110,341,903 ordinary shares without a stated par value (see Table 1).

• b) Share transfer restrictions (pursuant to Art. 123-bis, par- 1, letter b), TUF)

  There are no restrinctions and all shares are freely transferable.

• c) Significant interests in share capital (pursuant to Art. 123-bis, par. 1, lett. c), TUF)

  Based on the declarations received under Art. 120 of TUF and other information available to the Company, the shareholders with voting rights holding more than 5% of the company's ordinary share capital are those indicated in Table 1 "Significant interests in share capital" attached to this report (see Table 1).

• d) Shares granting special rights (pursuant to Art. 123-bis, para. 1, lett. d), TUF)

  The shares issued all have the same rights.

• e) Stock sharing; exercise of voting rights (pursuant to Art. 123-bis, par. 1, lett. e), TUF)

  There are no specific mechanisms which provide for employee share ownership.

• f) Restrictions on voting rights (pursuant to Art. 123-bis, par. 1, lett. f), TUF)

  There are no restrictions on voting rights.

• g) Shareholder agreements (pursuant to Art. 123-bis, par. 1, lett. g), TUF)

  There are no shareholder agreements deemed relevant pursuant to Art. 122 of TUF.

• h) Provisions relating to change of control clauses (pursuant to Art. 123-bis, par.1, lett. h), TUF) and takeover bids (pursuant to Art. 104, par. 1-ter, and 104-bis, par. 1, TUF)

  In the course of their normal business, the Company and group companies may stipulate agreements with financial partners which include clauses which grant each of the parties the right to rescind and/or amend said agreements and/or require repayment of the loan in the event the direct or indirect control of the company contracting party should change.

  Without prejudice to the above, the Company:

i.

on 28 November 2019, repurchased part of the notes "300,000,000 2.500 per cent notes due 31 May 2021" and the "€162,000,000 2.650 per cent. Notes due 21 April 2022" (outstanding notes) tendered as a result of the tender offer launched by BNP Paribas S.A., which settled on 22 November 2019. After the notes were repurchased, the Company requested the cancellation of the Existing Notes repurchased by IGD. At the same time, on 28 November 2019 the Company issued new fixed-rate senior notes "€400,000,000 2.125 per cent. Fixed Rate Notes due 28 November 2024" which call for the issue of a put option that may be exercised by the note holders in the event control of the Company should change. As a result of the exchange transaction which took place on 17/11/2023, the amount of the remaining Notes was, therefore, reduced € 57,816,000;

• ii. on 16 October 2020, signed an agreement with Banca Monte dei Paschi di Siena for a 6-year €36.3 million loan, guaranteed by SACE as part of the Garanzia Italia program, which contains a mandatory early termination clause in the event control of the Company should change;

• iii. on 4 August 2022, stipulated an agreement for a €215,000,000.00 senior, unsecured Green loan, with BNP Paribas and other lenders which contains a mandatory termination clause if control of the Company should change;

• iv. on 9 May 2023 IGD signed a €250 million green secured facility with Intesa Sanpaolo S.p.A. and other financial institutions which contains a mandatory termination clause if control of the Company should change;

• v. on 17 November 2023, following the tender and exchange offer on the bond expiring on 28 November 2024, the Company issued a new senior bond for € 310,006,000.00 whose settlement provides, inter alia, a put option in favor of the bond holders, actionable in the event of a change of control of the Company.

With regard to takeover bids, in the Company's bylaws there are no clauses which provide for exceptions to the passivity rule nor application of the neutrality rules.

i)Authority to increase share capital and authorizations to buy back shares (pursuant to Art. 123-bis, par. 1, lett. m), TUF)

The Board of Directors has the right to, by 14 April 2027, increase share capital against payment, in one or more installments, by up to 10% of the current share capital, through the issue of new ordinary shares without a stated par value, to be subscribed by parties selected by the Board of Directors including qualified investors and/or business partners and/or financial partners in Italy and abroad or shareholders of the Company - excluding pre-emption rights pursuant to Art. 2441, paragraph 4 (2), of the Italian Civil Code as long as the issue price corresponds to the shares' market price which must be confirmed in a report issued by a financial auditor or a financial audit firm.

During the Annual General Meeting held on 14 April 2022, shareholders granted the Board of Directors, pursuant to Art. 2443 of the Italian Civil Code, the right to, by 14 April 2027, increase share capital against payment, in one or more installments, by up to €65,000,000.00 (sixty-five million/00), including any share premium, through the issue of new ordinary shares without a stated par value, excluding pre-emption rights pursuant to Art. 2441, paragraph 4 (1) of the Italian Civil Code, to be carried out through contributions in kind pursuant to Art. 2440, of the Italian Civil Code, provided that these are related to the Company's corporate purpose (including, for example, real estate assets, equity investments, companies and/or business divisions), with the ability to make use of the provisions provided under Art. 2343-ter of the Italian Civil Code.

At the moment there is no authorization for the Company to purchase or sell treasury shares, pursuant to Art. 2357, par. 2 of the Civil Code.

The Company had no treasury shares at the date of this report.

j) Management and coordination (pursuant to Art. 2497 et seq. Italian Civil Code)

The Company, pursuant to Art. 2497 of the Italian Civil Code, is subject to the management and coordination of shareholder Coop Alleanza 3.0 soc.coop. which controls 40.92% of the Company's share capital.

As the Company is subject to the management and coordination of Coop Alleanza 3.0 soc. Coop., it is subject to Art. 16, paragraph 1, lett. d) of the Consob Market Regulations, based on which the committees formed pursuant to the Code must comprise only independent directors.

OTHER INFORMATION

Indemnity of Directors (pursuant to Art. 123-bis, par. 1, letter i), TUF)

With regard to information relative to any agreements between the Company and the Directors in the event of resignation, dismissal or termination following a takeover bid pursuant to Art. 123-bis, para 1, letter i), TUF, please refer to the Remuneration Report published in accordance with Art. 123-ter of TUF and available on the Company's website:http://www.gruppoigd.it/en/ governance/remuneration/.

Norms applicable to the appointment and replacement of directors, amendments to the corporate by-laws (pursuant to Art. 123-bis, par. 1, lett. l),TUF)

Rules for the appointment and replacement of directors, and for amendments to the corporate by-laws, are contained in Title V of the bylaws (General Meeting, Board of Directors) made available on the company's website:www.gruppoigd.it. Please refer to the "Board of Directors" section of this report for further information.

3.2 // COMPLIANCE (pursuant to Art. 123-bis, paragraph 2, lett. a), first part, TUF)

Since its IPO on 11 February 2005, the Company has adopted the Corporate Governance Code and has structured its corporate governance, i.e. its rules and standards of conduct, in a way that ensures efficient and transparent corporate bodies and control systems in line with the Code guidelines.

In January 2020, the Corporate Governance Committee adopted the Corporate Governance Code with effect from FY 2021. Since 2020 the Company implemented the process of updating its Corporate Governance Code in order to comply with Code recommendations, as discussed in greater detail below.

The current version of the Code is available on Borsa Italiana's website at:https://www.borsaitaliana.it/

In line with the best international practices relating to Corporate Governance and in light of the recommendations found in the Corporate Governance Code approved by Borsa Italiana's Corporate Governance Committee, the Company has also adopted its own Corporate Governance Regulations which, along with the other documents (corporate bylaws, Decree 231/01 Model for organization, management and control, Code of ethics, Regulations for shareholders' meetings, Procedures for related party transactions, Regulations for the management of privileged information, Internal dealing code, Anti-corruption Policy) - together constitute the group of self-governance instruments used by the Company.

In accordance with the law, this Report contains a general description of the corporate governance system adopted by the Company, along with information on the shareholder structure and application of the Corporate Governance Code, as per the "comply or explain" standard set out in the Code.

The Company's subsidiaries include two Romanian companies, WinMagazin S.A. and WinMarkt Management S.r.l., which, however, do not have any impact on the current structure of IGD's Governance.

3.3 // BOARD OF DIRECTORS

3.3 ROLE OF THE BOARD OF DIRECTORS

The Board of Directors plays an active role in guiding and encouraging decision-making by carefully assessing information and documentation at its board meetings, including with input from its internal committees. The committees report to the Board of Directors, twice-yearly, on the work they have carried out and/or when specific issues are discussed; of particular note is the role of the Control and Risk Committee when it comes to the constant monitoring, as part of the Enterprise Risk Management (ERM) project, of the internal control and risk management system.

Without prejudice to the duties assigned to it by law and the corporate bylaws or its specific functions within the Internal Control System, the Board of Directors:

a) examines and approves the business plan and/or the strategic plan of the Company and its Group, also on the basis of an analysis of issues relevant for the generation of value in the long term;

b) routinely monitors the implementation of the business plan and/or strategic plan and evaluates general business performance, periodically comparing actual results with forecasts;

c) defines the nature and level of risk deemed compatible with the Company's strategic objectives, including in its assessments all the factors deemed material to the Company's sustainable success;

d) defines the Company's corporate governance system and the structure of the Group it heads, and judges the adequacy of the organizational, administrative and accounting structure of the Company and its strategic subsidiaries, with particular reference to the internal control and risk management system;

e) resolves on the operations of the Company and its subsidiaries where such transactions are strategically, economically or financially significant for the Company; toward this end, it determines the general criteria to be used to define relevant transactions and ensures that the strategically significant subsidiaries submit any transactions that could have a significant impact on the Company to the Board of Directors for approval;

f) at the recommendation of the Chair of the Board of Directors in agreement with the Chief Executive Officer (responsible for the internal control and risk management system), updates the procedure for the management and disclosure of documents and information concerning the Company, with particular reference to inside information. For further details, see Section 5 of this Report.

Specifically, with reference to the above duties, in 2023 the Board of Directors:

• - as part of the Internal Control and Risk Management System, continued implementing the Enterprise Risk Management model, assessing the main risks identified in light of the Company's and the Group's business model and found them compatible with a management of the business which is consistent with the company's strategic goals;

• - approved the update of the company procedures linked to processes developed to ensure compliance with Legislative Decree 231/2001, ISO 37001, MAR, Related Parties, GDPR, Corporate Governance Code and transparency, with a view to incorporating organizational changes and efficiencies in the processes and the main controls implemented by the Company;

• - approved amendments to the "Whistleblowing Procedure" adopted by the Company in order to reflect the changes introduced in this regard with Legislative Decree 24/2023, described in greater detail below;

• - approved the merger by incorporation of the wholly-owned subsidiary IGD Management Siinq S.p.A. in order to streamline and simply the Group's corporate structure effective as from 1 October 2023;

• - was informed every six months about the degree to which the approved Business Plan 2022-2024 had been implemented;

• - assessed, at least once a quarter, the general business performance, comparing the results achieved with the programmed ones.

For further duties of the Board of Directors regarding composition, functioning, appointment and review, remuneration policy, and the internal control and risk management system, see Sections 4, 8 and 9 of this Report.

On 14 December 2021 the Board approved the "Policy for Dialogue with Shareholders and Other Stakeholders" which governs the tools of dialogue and the means of engagement and communication, in line with Code recommendations, the engagement policies adopted by institutional investors, proxy advisors and active managers, best international practices, the provisions of Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014 ("MAR"), and implementation protocols regarding the management and disclosure of inside information.

The Board was also informed periodically by the Chief Executive Officer about the investor relations activities carried out through specific reports which were discussed during the board meetings.

The Company manages the information shared with its shareholders in accordance with laws governing market abuse and CONSOB guidelines.

For more information refer to Section 11 of this Report.

3.3.2 APPOINTMENT AND REPLACEMENT (pursuant to Art. 123-bis, para. 1, lett. l),

first part, TUF)

Pursuant to Articles 16.2 and 16.3 of the bylaws, the directors are elected on the basis of preference lists which comply with the current laws relating to gender equality. In accordance with Art. 16.3 of the bylaws, lists could be submitted by shareholders who, alone or together with others, hold the interest determined in accordance with CONSOB for 2024 equal to 4.5% of the Company's share capital, pursuant to Consob regulation n. 92 of 31 January 2024). The lists must be filed at the head office at least twenty-five days in advance of the first-call date of the meeting. Shareholders must prove possession of the shares needed to file voting lists by submitting the relative certification by the deadline for the publication of the list (namely at least 21 days prior to the Annual General Meeting). Pursuant to Art. 147-ter, paragraph 1-bis, TUF, ownership of the minimum amount needed to participate in the filing of a list is based on the number of shares officially held by the shareholder on the day the lists are filed with the Issuer.

The candidates must be numbered sequentially in the lists up to the number of seats to be filled. In accordance with the latest version of Art. 147 ter, fourth paragraph, of the TUF, Art. 16.3, last passage, of the bylaws states that every list must include at least two clearly indicated candidates who qualify as independent in accordance with the law. The lists which include three or more candidates must include candidates of both genders, as indicated in the notice of call for the Annual General Meeting, in order to ensure that the composition of the Board of Directors complies with current laws relating to gender equality.

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IGD SIIQ S.p.A. published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 09:29:04 UTC.