Immobiliare Grande Distribuzione SIIQ S p A : Minutes of the AGM of 18 April 2024 with annexes

Index n. 44313--------------- File n. 28466

MINUTES OF THE GENERAL SHAREHOLDERS' MEETING OF A

LISTED COMPANY

IN THE REPUBLIC OF ITALY

On Thursday the eighteenth of April two thousand twenty-four at ten o'clock 18 April 2024

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, tax ID n. GSP LEI 53P22 C553N, 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 "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 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 10:00 a.m. today and in second call, if necessary, on 19 April 2024 same place and time, as per the notice of call published on 19 March 2024 on the company's website, on the authorized storage platform www.emarketstorage.com, as well as in the newspaper "Il Sole 24 Ore" on 8 March 2024;
• 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;
  - pursuant to Art. 106, paragraph 7, 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. 15 of 25 February 2022, the Company exercised the option for the shareholders' meeting to be held remotely and that those entitled to attend may do so solely via proxy or

sub-proxy with voting instructions granted to the Company's Appointed 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, and made all the proxy forms available at the Company's registered office and on the Company's website, in accordance with the law.

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.
  - The director Alessia Savino is in attendance via video conference, while the directors Stefano Dall'Ara, Edy Gambetti, Antonio Rizzi, Silvia Benzi, Rossella Schiavini, Timothy Santini, Rosa Cipriotti and Robert Ambroix Gery were absent.
• the Board of Statutory Auditors is represented by Massimo Scarafuggi, while the

Chairman Gan Marco Committeri and The Standing Auditor Daniela Preite are in attendance via video conference.

• the external auditors Deloitte & Touche S.p.A. is represented by Antonio De Bonis.
• Lorena Chiocca is in attendance via video conference on behalf of Computershare S.p.A., the Appointed Representative, and was duly identified;
• 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 Appointed Representative who informs that upon verification of the valid constitution of today's meeting, the Appointed Representative had received proxies from 129 (one hundred twenty nine) shareholders representing 67,617,461 (sixty seven million six hundred seventeen thousand four hundred sixty one) ordinary shares, for which certification had been received from the intermediary in accordance with Art. 83-sexies of Legislative Decree 58/1998, or 61.279948% 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 Appointed 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 Appointed 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 Lorena Chiocca, who is assisting with this shareholders' meeting in the name of and on behalf of the Appointed Representative, confirm that votes will be cast in accordance with the instructions received. Lorena Chiocca 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 he 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

1. Separate financial statements at 31.12.2023; Directors' report on operations; External auditors' report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2023; related and consequent resolutions.
2. Allocation of the results; related and consequent resolutions.
3. Report on compensation and the compensation paid in accordance with Art. 123-ter, paragraphs 3-ter and 6, of Legislative Decree n. 58/98: First section: report on the remuneration policy. Binding resolution
4. Report on compensation and the compensation paid in accordance with Art. 123-ter, paragraphs 3-ter and 6, of Legislative Decree n. 58/98: Second section: report on the compensation paid. Non-binding resolution.
5. Appointment of the Board of Directors
6. 1. Determination of the number of directors;
   2. Determination of the Board of Directors' term of office;
   3. Appointment of the Board of Directors;
   4. Determination of the Board of Directors' remuneration;
7. Appointment of the Board of Statutory Auditors
8. 1. Appointment of three standing and three alternate auditors;
   2. Appointment of the Chairman of the Board of Statutory Auditors;
   3. Determination of the Board of Statutory Auditors' remuneration. 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 called for in Art. 125-ter of Legislative Decree 58/1998, were made available to the public by the legal deadline at the Company's registered office, on the corporate website www.gruppoigd.it, as well as on the authorized storage platform, www.emarketstorage.com. More specifically, the Board of Directors' Explanatory Report on items 5 and 6 of the Agenda was made available to the public on 8 March 2024 (40 days prior to the date on which the Shareholders'

Meeting was convened in first call), while the Board of Directors' Explanatory Report on items 1, 2, 3 and 4 of the Agenda was made available to the public on 18 March 2024 (30 days prior to the date on which the Shareholders' Meeting was convened in first call);

- 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 28 March 2024 at the Company's registered office and on the Company's website www.gruppoigd.it,as well as on the authorized storage system www.emarketstorage.com;

- the lists of candidates submitted by the shareholders for the renewal of the Board of Directors and the Board of Statutory Auditors were made available to the public on

1. March 2024 at the Company's registered office and on the Company's website

www.gruppoigd.it,	as	well as on the authorized storage system
www.emarketstorage.com;

• all the documentation listed above was sent to the shareholders as requested and was given to the Appointed Representative participating in today's Shareholders'
  Meeting;
• all of the mandatory CONSOB formalities relative to the above mentioned documentation were also completed;
• the Company did not receive any questions and/or requests to intervene in the discussion of certain items on the Agenda from shareholders.
  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 control of Coop Alleanza 3.0 Soc. coop pursuant to and in accordance with Art. 2359, paragraph 1.2 of the Italian Civil Code and Art. 93 of TUF and is also 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.
  The Chair then acknowledges that the Company is not party to any shareholder agreements.
  Before opening the floor to discuss the items on the agenda, the Chair describes a few operational methods which will be used to conduct the meeting:
  - shareholders entitled to intervene in the Shareholders' Meeting may do so solely through the Company's Appointed 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 n. 15 of 25 February 2002, 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 Appointed Representative;
  - Computershare S.p.A, the Appointed Representative, in the person of Lorena Chiocca, will use technical devices to manage the vote tally;
• a list of the shareholders voting against or who abstained, as well as those voting in favor of the resolution, by proxy and/or sub-proxy to the Appointed Representative will be attached to these minutes.
  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.

Lastly, the Chair reports that 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 31/12/2023 (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): €113,860.00 (one hundred thirteen thousand eight hundred sixty and no hundredths) including expenses (in addition to VAT) for a total of approximately 1,780 (one thousand seven hundred and eighty) man-hours;
• for the audit of the consolidated financial statements as at 31/12/2023: €16,540.00
  (sixteen thousand five hundred forty and no hundredths) including expenses (in addition to VAT) for a total of approximately 315 (three hundred fifteen) man-hours;
• for the audit of the half-year financial statements €26,500.00 (twenty-six thousand five hundred and no hundredths) including expenses (in addition to VAT) for a total of approximately 425 (four hundred twenty-five)man-hours;
  and points out that the above mentioned fees include the contributions made to CONSOB of €12,911.00 (twelve thousand nine hundred eleven and no hundredths).

The Chair then opens the discussion of the first item on the Agenda.

1. Separate financial statements at 31.12.2023; Directors' report on operations; External auditors' report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2023; related and consequent resolutions.

The Chair notes that the Board of Directors' report prepared for today's meeting 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 2023 (including the financial statements at 31 December 2023, 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 Gian Marco Committeri 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:

"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;

- having examined the Company's financial statements for the year ended 31

December 2023;

- having acknowledged the report prepared by the external auditors PricewaterhouseCoopers S.p.A.;

resolve

to approve the financial statements of IGD SIIQ S.p.A. for the year ended at 31 December 2023, which show a net loss of €72,514,857, and the Board of Directors' report".

After having read the proposed resolution, the Chair calls upon Lorena Chiocca, here in the name of and on behalf of the Appointed Representative, to confirm that she is in possession of voting instructions for all the shares for which proxies were made. Ms. Chiocca states that she has the voting instructions for all the shares subject to proxies and notes that 67,617,461 (sixty-seven million six hundred seventeen thousand four hundred sixty-one) shares will be voted, relative to which the notices called for in Art. 83-sexies of Legislative Decree 58/1998 were received, or 61.279948% of the 110,341,903 ordinary shares comprising the share capital.

The Chair then puts the proposed resolution, as it was read, up for a vote and invites Lorena Chiocca to share the voting instructions received. The latter, on behalf of the Appointed Representative, declares that

• n. 67,617,461 (sixty-seven million six hundred seventeen thousand four hundred sixty-one) or 100% of the shares represented voted in favor;
• n. 0 or 0% of the shares represented voted against;
• n. 0 or 0% of the shares represented abstained

-n. 0 shares did not vote>

The Chair states that the votes have been cast and that the proposal was approved with 67,617,461 (sixty-sevenmillion six hundred seventeen thousand four hundred sixty-one)shares voting in favor.

I, the notary, then attach the vote tally given to me by the Chair to these minutes as Annex "B".

The Chair then opens the discussion of the second item on the Agenda:

2. Allocation of the results for the year; related and consequent resolutions. The Chair points out that, in accordance with the law, the Board of Directors formulated a motivated proposal for the allocation of the earnings for the year.

The Chair then reads the proposed resolution relative to the second item on the Agenda:

"The shareholders of Immobiliare Grande Distribuzione Società di Investimento

Immobiliare Quotata S.p.A., having examined the Board of Directors report

resolve

• to cover the net loss recorded at 31 December 2023, of € 72,514,857.76, using distributable reserves for €57,922,821.3 and distributable reserves stemming from capital reduction for €14,592,036.46;
• to reclassify the fair value reserve by €25,179,494.12 following partial changes to distributable income pursuant to Art. 6 of Legislative Decree n. 38 of 28 February 2005, increasing the reserve for distributable earnings by the same amount. Consequently, the fair value reserve, relative to the fair value of the real estate portfolio, will go from €212,585,853.75 to

€187,406,359.63.

After having read the proposed resolution, the Chair calls upon the Appointed Representative to confirm that she is in possession of voting instructions for all the shares for which proxies were made. The latter states that she has the voting instructions for all the shares subject to proxies and notes that 67,617,461 (sixty-seven million six hundred seventeen thousand four hundred sixty-one) shares will be voted, relative to which the notices called for in Art. 83-sexies of Legislative Decree 58/1998 were received, or 61.279948% of the 110,341,903 ordinary shares comprising the share capital.

The Chair then puts the proposed resolution, as it was read, up for a vote and invites Lorena Chiocca to share the voting instructions received. The latter, on behalf of the Appointed Representative, declares that

• n. 67,617,461 (sixty-seven million six hundred seventeen thousand four hundred sixty-one) or 100% of the shares represented voted in favor;
• n. 0 or 0% of the shares represented voted against;
• n. 0 or 0% of the shares represented abstained

-n. 0 shares did not vote

The Chair states that the votes have been cast and that the proposal was approved with 67,617,461 (sixty-sevenmillion six hundred seventeen thousand four hundred sixty-one)shares voting in favor.

I, the notary, then attach the vote tally given to me by the Chair to these minutes as Annex "C".

The Chair then opens the discussion of the third item on the Agenda:

3. Report on compensation and the compensation paid in accordance with Art.

123-ter, paragraphs 3-ter and 6, of Legislative Decree n. 58/98: First section: report on the compensation policy. Binding resolution.

The Chair recalls that, pursuant to art. 123-ter of Legislative Decree 58/98, shareholders are asked to resolve on the first and second sections of the Report on Compensation and the Compensation Paid. Pursuant to Art. 123-ter, paragraph 3, of

Legislative Decree 58/1998, the first section describes the Company's policy with respect to the compensation of the members of the Board of Directors, the Board of Statutory Auditors and executives with strategic responsibilities for 2024, as well as the procedures used in the adoption and implementation of this policy. This section, pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter, of TUF, as introduced in Legislative Decree n. 49/2019, is subject to the binding resolution of the Ordinary

Shareholders' Meeting.

The Chair then reads the proposed resolution relative to the first section:

"The shareholders of Immobiliare Grande Distribuzione Società di Investimento

Immobiliare Quotata S.p.A. meeting in ordinary session,

- having examined the first section of the Report on Compensation and Compensation Paid called for under art. 123-ter, paragraph 3, of Legislative

Decree n. 58 dated 24 February 1998, prepared by the Board of Directors based on the recommendations of the Remuneration and Nominations Committee, which describes the Company's policy relating to remuneration of members of the Board of Directors, the Board of Statutory Auditors, and executives with strategic responsibilities for 2024, as well as the procedures used to adopt and implement said policy

resolve

• to approve the first section of the Report on Compensation and Compensation Paid approved by the Board of Directors on 18 March 2024 pursuant to art.

123-ter, paragraphs 3-bis) and 3-ter) of TUF."

After having read the proposed resolution, the Chair calls upon Lorena Chiocca to confirm that she is in possession of voting instructions for all the shares for which proxies were made. The latter states that she has the voting instructions for all the shares subject to proxies and notes that 67,617,461 (sixty-seven million six hundred seventeen thousand four hundred sixty-one) shares will be voted, relative to which the notices called for in Art. 83-sexies of Legislative Decree 58/1998 were received, or 61.279948% of the 110,341,903 ordinary shares comprising the share capital.

The Chair then puts the proposed resolution, as it was read, up for a vote and invites Lorena Chiocca to share the voting instructions received. The latter, on behalf of the Appointed Representative, declares that

• n. 63,562,654 (sixty-three million five hundred sixty-two thousand six hundred fifty-four) or 94.003314% of the shares represented voted in favor;
• n. 4,054,807 (four million fifty-four thousand eight hundred seven) of the shares represented voted against;
• n. 0 or 0% of the shares represented abstained

-n. 0 shares did not vote

The Chair states that the votes have been cast and that the proposal was approved by the Ordinary Shareholders' Meeting with 63,562,654 (sixty-threemillion five hundred sixty-twothousand six hundred fifty-four)shares voting in favor.

I, the notary, then attach the vote tally given to me by the Chair to these minutes as Annex "D".

The Chair then opens the discussion of the fourth item on the Agenda:

1. Report on compensation and the compensation paid in accordance with Art.
   123-ter, paragraphs 3-ter and 6, of Legislative Decree n. 58/98: Second section: report on the compensation paid. Non-binding resolution.
   The Chair recalls that, pursuant to art. 123-ter of Legislative Decree 58/98, shareholders are asked to resolve on the first and second sections of the Report on Compensation and the Compensation Paid. The second section contains information about the compensation paid to the members of the Board of Directors, the Board of Statutory Auditors and executives with strategic responsibilities (shown as an aggregate) in 2023 or relative to the latter; this section, pursuant to the new paragraph

1. of Art. 123-ter TUF, introduced in Legislative Decree n. 49/2019, is subject to the non-binding resolution of the ordinary Shareholders' Meeting
   The Chair then reads the proposed resolution relative to the second section:
   "The shareholders of Immobiliare Grande Distribuzione Società di Investimento
   Immobiliare Quotata S.p.A.,
   - having examined the second section of the Report on Compensation and Compensation Paid called for under art. 123-ter, paragraph 3, of Legislative Decree n. 58 dated 24 February 1998, prepared by the Board of Directors based on the recommendations of the Remuneration and Nominations Committee, which describes the compensation accrued and/or paid to the members of the Board of Directors, the Board of Statutory Auditors, executives with strategic responsibilities in 2023 or related to 2023

resolve

- to approve the second section of the Report on Compensation and

Compensation Paid approved by the Board of Directors on 18 March 2024 pursuant to art. 123-ter, paragraphs 3-bis) and 3-ter) of TUF."

After having read the proposed resolution, the Chair calls upon Lorena Chiocca to confirm that she is in possession of voting instructions for all the shares for which proxies were made. The latter states that she has the voting instructions for all the shares subject to proxies and notes that 67,617,461 (sixty-seven million six hundred seventeen thousand four hundred sixty-one) shares will be voted, relative to which the notices called for in Art. 83-sexies of Legislative Decree 58/1998 were received, or 61.279948% of the 110,341,903 ordinary shares comprising the share capital.

The Chair then puts the proposed resolution, which was read, up for a vote and invites the Lorena Chiocca to share the voting instructions received. The latter, on behalf of the Appointed Representative, declares that

• n. 63,261,497 (sixty-three million two hundred sixty-one thousand four hundred ninety-seven) or 93.557930% of the shares represented voted in favor;
• n. 3,923,020 (three million nine hundred twenty-three thousand twenty) of the shares represented voted against;
• n. 432,944 (four hundred thirty-two thousand nine hundred forty-four) of the shares represented abstained
  -n. 0 shares did not vote

The Chair states that the votes have been cast and that the proposal was approved by the Ordinary Shareholders' Meeting with 63,261,497 (sixty-threemillion two hundred sixty-onethousand four hundred ninety-seven)shares voting in favor.

I, the notary, then attach the vote tally given to me by the Chair to these minutes as Annex "E".

The Chair then opens the discussion of the fifth item on the Agenda:

5. Appointment of the Board of Directors

1. Determination of the number of directors;
2. Determination of the Board of Directors' term of office;
3. Appointment of the Board of Directors;
4. Determination of the Board of Directors' remuneration;

The Chair notes that the Board of Directors' report on this Agenda item was made available to the public in accordance with the law and, therefore, proposes to dispense with the reading of this document.

As no objections are made, the Chair then reminds that the shareholders are called upon to appoint the Company's Board of Directors, as the term of the current Board expired upon approval of the annual report for the year ended 31 December 2023.

The Chair first informs that, along with its slate of candidates for the Board of Directors, the shareholder Coop Alleanza 3.0 Soc. Coop. lodged a proposal to be submitted to the Shareholders' Meeting based on which:

1. the Board of Directors should be composed of 11 (eleven) members;
2. the directors' term of office should be set at three years, namely through the date on which the Annual General Meeting is called to approve the annual report at 31 December 2026;
3. the annual gross compensation of the Board of Directors should be set at Euro 30,000 (thirty thousand), along with an attendance fee of €1,000.00 (one thousand and no hundredths) for each Board Meeting attended, in addition to the refund of expenses incurred in order to fulfill duties assigned, subject to the presentation and approval of expense reports, without prejudice to the additional emoluments payable to the Board of Directors for any additional offices the directors might hold, as per Art. 25.1 of the corporate bylaws, subject to the opinion of the Board of Statutory Auditors.
   The Chair puts the following proposal relating to 5.1 "Determination of the number of directors", submitted by shareholder Coop Alleanza 3.0 Soc. Coop. up for a vote.

"The Ordinary Shareholders' Meeting of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A.,

resolves

to set the number of Directors at 11 (eleven).

After having read the proposed resolution, the Chair calls upon Lorena Chiocca, here on behalf of the Appointed Representative, to confirm that she is in possession of voting instructions for all the shares for which proxies were made. The latter states that she has the voting instructions for all the shares subject to proxies and notes that 67,617,461 (sixty-seven million six hundred seventeen thousand four hundred sixty-one) shares will be voted, relative to which the notices called for in Art. 83-sexies of Legislative Decree 58/1998 were received, or 61.279948% of the 110,341,903 ordinary shares comprising the share capital.

The Chair then puts the proposed resolution, as it was read, up for a vote and invites Lorena Chiocca to share the voting instructions received. The latter, on behalf of the Appointed Representative, declares that

• n. 66,260,961 (sixty-six million two hundred sixty thousand nine hundred sixty-one) or 97.993861% of the shares represented voted in favor;
• n. 1,356,500 (one million three hundred fifty-six thousand five hundred) of the shares represented voted against;
• n. 0 of the shares represented abstained;

-n. 0 shares did not vote

The Chair states that the votes have been cast and that the proposal was approved by the Ordinary Shareholders' Meeting with 66,260,961 (sixty-sixmillion two hundred sixty thousand nine hundred sixty-one)shares voting in favor.

I, the notary, then attach the vote tally given to me by the Chair to these minutes as Annex "F".

The Chair puts the following proposal relating to Item 5.2 "Determination of the Board of Directors' term of office" submitted by shareholder Coop Alleanza 3.0 Soc. Coop. up for a vote.

"The Ordinary Shareholders' Meeting of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A.,

resolves

to set the directors' term of office at three years (namely the years 2024-2025-2026), through the date on which the Annual General Meeting is called to approve the annual report at 31 December 2026.".

After having read the proposed resolution, the Chair calls upon Lorena Chiocca, here on behalf of the Appointed Representative, to confirm that she is in possession of voting instructions for all the shares for which proxies were made. The latter states that she has the voting instructions for all the shares subject to proxies and notes that 67,617,461 (sixty-seven million six hundred seventeen thousand four hundred sixty-one) shares will be voted, relative to which the notices called for in Art. 83-sexies of Legislative Decree 58/1998 were received, or 61.279948% of the 110,341,903 ordinary shares comprising the share capital.

The Chair then puts the proposed resolution, as it was read, up for a vote and invites Lorena Chiocca to share the voting instructions received. The latter, on behalf of the Appointed Representative, declares that

• n. 66,260,961 (sixty-six million two hundred sixty thousand nine hundred sixty-one) or 97.993861% of the shares represented voted in favor;
• n. 1,356,500 (one million three hundred fifty-six thousand five hundred) of the shares represented voted against;
• n. 0 of the shares represented abstained;

-n. 0 shares did not vote

The Chair states that the votes have been cast and that the proposal was approved by the Ordinary Shareholders' Meeting with 66,260,961 (sixty-sixmillion two hundred sixty thousand nine hundred sixty-one)shares voting in favor.

I, the notary, then attach the vote tally given to me by the Chair to these minutes as Annex "G".

The Chair then opens the discussion of Item 5.3 "Appointment of the Board of

Directors".

Toward this end, the Chair states that 3 (three) slates of candidates for the Board of Directors were presented in accordance with the law and the corporate bylaws.

The Chair notes that the Guidelines for the Composition of the New Board of Directors, prepared by the exiting Board of Directors in light of the results of the Board Review carried out in 2023 and submitted to the shareholders prior to this Annual General Meeting, were made available to the public on the Company's website on 27 February 2024.

The Chair states that 2 (two) slates of candidates for the Board of Directors were presented in accordance with the law and the corporate bylaws.

More in detail, on 22 March 2024, the shareholder Coop Alleanza 3.0 Soc. Coop., who at the time the slate was presented owned n. 45,153,442 (forty-five million one hundred fifty-three thousand four hundred and forty-two) shares or 40.92% of the share capital, submitted a list with the following candidates: Antonello Cestelli, Antonio Cerulli, Roberto Zoia, Antonio Rizzi, Mirella Pellegrini, Simonetta Ciocchi, Daniela Delfrate, Edy Gambetti, Laura Ceccotti, Illa Sabbatelli, Diego Rossano. This slate was identified with the number 1.

With regard to this list, the candidates Antonio Rizzi, Mirella Pellegrini, Simonetta Ciocchi, Daniela Delfrate, Illa Sabbatelli and Diego Rossano declared to qualify as independent as per Legislative Decree 58/98, the Market Regulations adopted by CONSOB in resolution n. 16191/2007 and the Corporate Governance Code.

On 22 March 2024, the shareholder Unicoop Tirreno S.C., who at the time the slate was presented owned 11,001,625 (eleven million one thousand six hundred twenty-five) ordinary shares with voting rights or 9.97% of the share capital, submitted a list with the following candidates: Alessia Savino, Francesca Mencuccini, Mario Tucci and Alessandro Zavaglia. This slate was identified with the number 2.

With regard to this list, the candidates Mario Tucci and Alessandro Zavaglia declared to qualify as independent as per Legislative Decree 58/98, the Market Regulations adopted by CONSOB in resolution n. 16191/2007 and the Corporate Governance Code.

The Chair notes that:

• all the candidates presented statements confirming, among other things, that there are no reasons for ineligibility, revocation or disqualification, and that they meet the requirements to hold this office, specifically the integrity referred to in both Art. 147-quinquies of Legislative Decree n. 58 of 24 February 1998 and Art. 2 of Ministerial Decree n. 162 of 30 March 2000;
• pursuant to Art. 16.3 of the corporate bylaws, all the lists contain candidates of different genders;
• the shareholder Unicoop Tirreno, which presented slate n. 2, declared that it has no relationships, including indirectly, with the shareholders holding, including jointly, a controlling or majority interest;
• the slates, along with any additional documentation required, were made available to the public, in accordance with the law, at the Company's headquarters, at Borsa
  Italiana spa and the authorized storage platform emarket storage, as well as the
  Company's website on 28 March 2024. The Chair reminds:
• anyone with voting rights may vote for one slate only and any votes not in favor or abstentions will be interpreted for all the lists submitted.
  The Chair then reminds that the members of the Board of Directors will be appointed as follows:
• the two lists will be voted on;
• the number of votes received by each list will be reported;