Immobiliare Grande Distribuzione SIIQ S p A : Minutes AGM 2023 with annexes

Index n. 46454--------------- File n. 29742

MINUTES OF THE GENERAL SHAREHOLDERS' MEETING OF A

LISTED COMPANY

IN THE REPUBLIC OF ITALY

On Thursday the thirteenth of April two thousand twenty-three at 30 minutes past ten on the morning of

13 April 2023

In Bologna, Via dei Trattati Comunitari Europei 1957-2007 n. 13, third floor, at the headquarters of the company referred to herein.

I, Daniela Cenni, notary residing in Castenaso (Bologna) and member of the Bologna Board of Notaries, received:

• SAONCELLA ROSSELLA, born in Budrio (BO), on 14 July 1954, domiciled for the purposes herein in Bologna, Via Trattati Comunitari Europei 1957-2007 n. 13, who declares to be appearing before me in her capacity as Chair of the Board of Directors of
  "IMMOBILIARE GRANDE DISTRIBUZIONE SOCIETA' DI INVESTIMENTO IMMOBILIARE QUOTATA S.P.A." or in abbreviated form "IGD SIIQ SPA" with registered offices in Bologna, Via dei Trattati Comunitari Europei 1957-2007n. 13, Bologna Company Register, Tax ID and VAT no 00397420399, Bologna Chamber of Commerce no. 458582 with share capital approved of Euro 650,000,000.00 (six hundred and fifty million and zero hundredths point zero zero), fully subscribed and paid-in,a joint stock company listed on the MTA managed by Borsa Italiana S.p.A. (hereinafter referred to as the "Company"), subject to the direction and coordination of COOP ALLEANZA 3.0 Soc. Coop. with registered offices in Castenaso.
  The party appearing before me, of whose identity I am certain, in her quality as Chair of the Board of Directors of the Company, declares she will act as Chair of this meeting (hereinafter referred to as the "Meeting"), pursuant to Art. 14.1 of the corporate bylaws and Art. 3 of the current Regulations for Meetings of the Shareholders, and invites the undersigned notary Daniela Cenni of Castenaso to act as secretary for the meeting in Ordinary and Extraordinary session, so that the minutes may be taken.
  As no one opposed the motion, the Chair acknowledges and declares the following:
• the shareholders' meeting was regularly convened, in accordance with the law and Art. 11.2 of the bylaws, in this place, in first call at 10:30 a.m. today and in second call, if necessary, on 14 April 2023 same place and time, as per the notice of call published on 13 March 2023 on the company's website, on the authorized storage platform www.emarketstorage.com, as well as in the newspaper "Il Sole 24 Ore;
• the documentation relating to the Shareholders' Meeting was published, in accordance with current law, on the Company's website, as well as on the authorized storage platform,www.emarketstorage.com;
  - in light of the terms of use of the emergency discipline for shareholders' meetings, laid down in art. 3, paragraph 10-undecies of Legislative Decree of 29 December 2022, n. 198, converted with amendments into Law n. 14 of 24 February 2023, the Company exercised the option originally provided in Art. 106, paragraph 4, of Law Decree n. 18 of 17 March 2020 converted into Law n. 27 of 24 April 2020, and established that the meeting may be attended solely via proxy and/or sub-proxy with voting instructions granted to the Company's Designated Representative
  Computershare S.p.A., with registered offices in via Lorenzo Mascheroni n. 19,

Milan, pursuant to Art. 135-undecies and 135-novies of Legislative Decree n. 58/1998, which was all made available at the Company's registered office and on the Company's website, along with the proxy forms, prior to the date of the Shareholders' Meeting.

The Chair acknowledges that:

• in addition to herself, the Board of Directors is represented in the meeting hall by the Chief Executive Officer Claudio Albertini, as well as the director Stefano Dall'Ara; while the director Silvia Benzi is in attendance via video conference through the Microsoft Teams platform; the directors Edy Gambetti, Antonio Rizzi, Rossella Schiavini, Alessia Savino, Timothy Santini, Rosa Cipriotti and Gery Robert
• Ambroix are absent;
• the Board of Statutory Auditors is represented in the meeting hall by the Chair Gian Marco Committeri and the standing auditors Massimo Scarafuggi and Daniela Preite, who are in attendance via video conference through the Microsoft Teams platform;
• for the external auditors Deloitte&Touche S.p.A. Antonio Andrea De Bonis is in attendance via video conference through the same platform;
• Claudio Cattaneo is in attendance via video conference though the Microsoft Teams platform on behalf of Computershare S.p.A., the Designated Representative;
• a few Company employees are also in attendance in order to provide technical support during today's meeting of the shareholders.
  The Chair then certifies that:
  - the share capital approved amounts to EUR 650,000,000.00 (six hundred fifty million and zero hundredths) fully subscribed and paid-in, divided into 110,341,903 (one hundred ten million three hundred forty one thousand nine hundred and three) ordinary shares, without a stated par value, which entitle the holder to vote and attend this Shareholders' Meeting;
• the Company does not have any treasury shares.

The Chair passes the floor to the Designated Representative who informs that upon verification of the valid constitution of the meeting, the Designated Representative had received proxies from 170 (one hundred and seventy) shareholders representing 69,683,625 (seventy six million seven hundred forty seven thousand six seventy) shares, for which certification had been received from the intermediary in accordance with Art. 83-sexies of Legislative Decree 58/1998, or 63.152459% of the 110,341,903 (one hundred ten million three hundred forty one thousand nine hundred and three) ordinary shares comprising the share capital.

The Chair takes the floor again and acknowledges that:

• the intermediaries sent the certificates, attesting to share ownership and based on which those entitled may attend this meeting, to the Company in accordance with the law and the corporate bylaws;
  - the compliance of the proxies and sub-proxies granted to Computershare S.p.A., the Designated Representative, with the law and the corporate bylaws was verified;
• pursuant to paragraph 3 of Art. 135-undecies of Legislative Decree 58/1998, the shares for which proxies and/or sub-proxies pursuant to art. 135-novies and 135-undecies of Legislative Decree 58/1998 were assigned, including partial, to the Designated Representative will be calculated for the purposes of the regular constitution of this meeting, while the shares for which no voting instructions were provided will not be counted for the purposes of determining the majority or the quorum needed to approve resolutions;
  - the shareholders entitled to attend this shareholders' meeting via proxy and/or sub-proxy are indicated in the list that the Chair gave me, which after having been

examined and signed by myself and the parties listed, I attach to these minutes as Annex "A".

The Chair then requests that Claudio Cattaneo, who is assisting with this shareholders' meeting in the name of and on behalf of the Designated Representative, confirm that votes will be cast in accordance with the instructions received.

Claudio Cattaneo confirms that votes will only be cast in accordance with the instructions received.

The Chair notes that:

• the meeting is being videotaped for the sole purpose of facilitating writing of the minutes and any videos will be destroyed after the minutes have been recorded;
• no requests for changes/additions to the Agenda, pursuant to Art. 126-bis of Legislative Decree 58/1998, were received from the shareholders.
  The Chair notes that each participant's video and tele conference connection is clear and without interference, acknowledges that she can confirm the identity and right of the participants to intervene in the discussion and that the latter are able to participate in the discussion and interact with one another, the Chair and with myself, the notary, as well as cast votes.
  The Chair then declares that the meeting of the shareholders is regularly constituted and may resolve on the following:

AGENDA

Ordinary session

1. Separate financial statements at 31.12.2022; Directors' report on operations; External auditors' report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2022; related and consequent resolutions.
2. Allocation of the net income for the year and distribution of the dividend to Shareholders; related and consequent resolutions.
3. Report on the remuneration policy and compensations paid pursuant to art. 123-ter, paragraphs 3-ter and 6, of Legislative Decree 58/98.
   First section: report on the remuneration policy. Binding resolution.
4. Report on the remuneration policy and compensations paid pursuant to art. 123-ter, paragraphs 3-ter and 6, of Legislative Decree 58/98.
   Second section: report on compensation paid. Non-binding resolution.

Extraordinary session.

1. Proposals to amend article 26.1 of the Company's bylaws; related and consequent resolutions.

The Chair acknowledges that, with regard to the items on the Agenda, the formalities called for by law and applicable regulations have all been complied with.

More in detail:

• the explanatory reports relating to the items on the Agenda for the Ordinary and Extraordinary Shareholders' Meeting, prepared in accordance with Art. 125-ter of Legislative Decree 58/1998, were made available to the public on 13 March 2023 at the Company's registered office, on the corporate website www.gruppoigd.it, as well as on the authorized storage platform, www.emarketstorage.com;
• the draft separate financial statements, the consolidated financial statements, the Directors' report on operations, the annual report on corporate governance and ownership structure, the report on compensation and compensation paid, the reports

of the external auditors on the draft financial statements and consolidated financial statements, as well as the Board of Statutory Auditors' report, were made available to the public on 22 March 2023 at the Company's registered office and on the Company's website www.gruppoigd.itas well as on the authorized storage system www.emarketstorage.com;

• all the documentation listed above was sent to the shareholders that requested it and was given to the Designated Representative participating in today's Shareholders'
  Meeting;
• all of the mandatory CONSOB formalities relative to the above mentioned documentation were also completed.
  The Chair points out that the Company didn't receive any questions/requests to intervene in the discussion of certain items on the Agenda.
  The Chair then points out and states that:
  - the Company qualifies as a SME pursuant to Art. 1, paragraph w-quater of Legislative Decree 58/1998, as amended;
  - the parties who hold, directly or indirectly, more than 5% (five percent) of IGD
  SIIQ S.p.A.'s subscribed share capital, based on the stock ledger, the notifications received pursuant to Art. 120 of Legislative Decree 58/1998 and other available information, are the following:
• Coop. Alleanza 3.0 soc. coop owns n. 45,153,442 (forty five million one hundred fifty three thousand four hundred forty two) ordinary shares or 40.92% (forty point ninety two per cent) of the share capital;
• Unicoop Tirreno, a cooperative company, owns 11,001,625 (eleven million one thousand six hundred twenty five) ordinary shares or 9.97% (nine point ninety seven per cent) of the share capital;
• the Company has no other shareholders with ordinary shares amounting to more than 5% (five per cent) of the subscribed share capital with voting rights;
  - the Company is subject to the direction and coordination of Coop Alleanza 3.0 Soc. coop. pursuant to and in accordance with Art. 2497 of the Italian Civil Code.
  In relation to what provided in Article 122.4 of TUF voting rights stemming from shares for which the mandatory disclosures called for in paragraph one of the same Article 122 have failed to be made may not be exercised and the Chair acknowledges that currently the Company is not party to any shareholder agreements.
  Lastly, the Chair points out that:
• as a result of what was pointed out earlier, relating to the methods being used to proceed with the shareholders' meeting, shareholders entitled to intervene in the
  Shareholders' Meeting may do so solely through the Company's Designated
  Representative as per the power granted pursuant to Art. 106, paragraph 4, of Law Decree n. 18 of 17 March 2020, converted into Law n. 27 of 24 April 2020, and later extended by Law Decree n. 198 of 29 December 2022, converted with amendments into Law n. 14 of 24 February 2023, therefore voting instructions for all or some of the proposed resolutions in the Agenda are in the proxies and/or sub-proxies granted by the shareholders to the Designated Representative;
• Computershare S.p.A, as Designated Representative, in the person of Claudio Cattaneo, will use technical devices to manage the vote ;
  - a list of those voting against or who abstained, as well as those voting in favor of the resolution, by proxy and/or sub-proxy to the Designated Representative will be attached to these minutes; this will apply to the votes cast for each resolution.
  The Chair reminds that the members of the Board of Directors and the Statutory Auditors may request to take the floor and asks those who would like to close the

audio - video connection before the end of the meeting to advise accordingly so that it may be reflected in the minutes.

Lastly, the Chair informs that, pursuant to and in accordance with the current privacy laws, the personal data provided by the shareholders and those entitled to vote will be processed and handled by the Company solely for the purposes of the shareholders' meeting and any related formalities.

The Chair reports the following fees, net of yearly inflation indexation, were paid to the external auditors Deloitte&Touche S.p.A.:

• for the audit of the separate financial statements as at 31/12/2022 (including the audit of the company's accounting procedures pursuant to art. 14, first paragraph, letter b) of Legislative Decree 39/2010 and the report prepared in XHTML format): €84,000.00 (eighty-four thousand point zero) including expenses (in addition to VAT);
• for the audit of the consolidated financial statements as at 31/12/2022: €9,000.00 (nine thousand point zero) including expenses (in addition to VAT);
• for the audit of the half-year financial statements as at 30/06/2022 €26,000.00 (twenty six thousand point zero) including expenses (in addition to VAT).
  For the above mentioned activities a total of approximately 2,150 (two thousand one hundred and fifty) man-hours were spent.
  To the above mentioned fees should be added the contributions of €8,775.00 (eight thousand seven hundred and seventy five point zero) made to CONSOB.
  The Chair then opens the discussion of the first item on the Agenda in Ordinary Session:
  1. Separate financial statements at 31.12.2022; Directors' report on operations; External auditors' report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2022; related and consequent resolutions.
  The Chair notes that the Board of Directors' report prepared for today's meeting in ordinary session and the additional documentation relating to the first item on the
  Agenda were made available to the public by the legal deadline at the Company's headquarters, on the corporate website www.gruppoigd.it, as well as on the authorized storage platform, www.emarketstorage.com, as well as distributed to the participants. More in detail, the Annual Report for the year closed on 31 December 2022 (including the financial statements at 31 December 2022, the Directors' Report on Operations and the relative certifications) along with the external auditors' and Board of Statutory Auditors' reports, the annual report on corporate governance and ownership structure and the report on compensation and the compensation paid were all made available. She proposes, therefore, to dispense with the reading of these documents to which reference should be made.
  As no objections are made, the Chair passes the floor to Mr. Gian Marco Committeri, Chair of the Board of Statutory Auditors who, on behalf of the entire Board of Statutory Auditors, confirms the content of the report found in the Annual Report and included in the documentation made available to the public and declares to have no comments to make in this regard.
  The Chair then reads the proposed resolution relative to the first item on the Agenda in ordinary session, prepared by the Board of Directors:
  "The shareholders of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A.
• having seen the Board of Directors' Report on operations;
• having seen the Board of Statutory Auditors' Report;