This is an English translation of the original Italian document. In cases of conflict between the English language document and the Italian document, the interpretation of the Italian language document prevails.

Engagement Policy Civitanavi Systems S.p.A.

POLICY FOR THE MANAGEMENT OF DIALOGUE WITH

THE GENERALITY OF SHAREHOLDERS OF

CIVITANAVI SYSTEMS S.p.A.

(ENGAGEMENT POLICY)

Document approved by the Board of Directors of Civitanavi Systems S.p.A. on 24 March 2022

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This is an English translation of the original Italian document. In cases of conflict between the English language document and the Italian document, the interpretation of the Italian language document prevails.

Engagement Policy Civitanavi Systems S.p.A.

Summary

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This is an English translation of the original Italian document. In cases of conflict between the English language document and the Italian document, the interpretation of the Italian language document prevails.

Engagement Policy Civitanavi Systems S.p.A.

1. Introduction

Civitanavi believes that the definition, development and maintenance of open, transparent and continuous forms of dialogue with all shareholders/investors and with the market brings significant benefits both to investors, intended as current and potential shareholders, and to issuers, with a view to fostering the creation of value in the medium-long term.

For these reasons, issuers, such as Civitanavi, carry out many activities to manage dialogue, through communication channels managed by the competent corporate functions, such as conference calls, meetings and road-shows with investors and analysts, or through the management of the website. A further important opportunity for shareholders and the issuers' top management to meet and exchange views is represented by participation in Shareholders' Meetings and the use of the ordinary instruments made available to shareholders by the law.

In addition to the foregoing, issuers which, like Civitanavi, adhere to the Corporate Governance Code, are required to adopt, by Board resolution, taken on the proposal of the Chairman and formulated in agreement with the Chief Executive Officer, a policy for the management of Dialogue with the general body of shareholders, also taking into account the commitment policies adopted by institutional investors and asset managers, which governs the direct dialogue between the latter and the members of the Board of Directors. Institutional investors and asset managers are in fact required, in the light of the laws and regulations applicable to them, to adopt and communicate to the public a policy describing how they integrate their engagement, as shareholders, into their investment strategy.

Having said that, this Policy governs the extra-meeting Dialogue between the Board and the Investors' representatives on matters within the Board's competence, and defines the rules of that Dialogue, identifying, among other things, the interlocutors, the topics to be discussed, the timing and the channels of interaction. With regard to the other forms of management of the Dialogue, the other policies, guidelines and conduct, initiatives and activities already adopted by Civitanavi remain valid and applicable.

This Policy identifies the Board of Directors, and on its behalf the Chairman, as the point of reference and interface for dialogue between the Company and investors, supported for the necessary aspects by the competent functions, and in any case in agreement with the Managing Director. A single point of contact guarantees the Company more efficient coordination and the best functionality and flexibility in its dialogue with investors, which is a fundamental prerequisite for ensuring compliance with Recommendation no. 3 of the Corporate Governance Code, which assigns the Chairman the task of keeping the Board of Directors informed on the development and significant contents of the dialogue with all shareholders.

The Policy is available on the Company's website atwww.civitanavi.comin the section "Governance - Policy for the management of the Dialogue with Shareholders". The Policy and the management of the Dialogue are acknowledged annually in the Report on Corporate Governance and Ownership Structure.

2. Glossary and definitions

Acronym/Term

Definition

Board members or

Members of the Board of Directors

Directors

Board of Directors

The Board of Directors of Civitanavi

CFO

The chief financial officer of Civitanavi

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This is an English translation of the original Italian document. In cases of conflict between the English language document and the Italian document, the interpretation of the Italian language document prevails.

Engagement Policy Civitanavi Systems S.p.A.

Chairman

The Chairman of the Board of Directors

Chief Executive Officer

The member of the Board of Directors to whom specific powers have been

delegated pursuant to and for the purposes of Article 2381 of the Italian Civil

Code, with the assignment of the title of managing director as the person

primarily responsible for the management of the Company

Civitanavi / Company

Civitanavi Systems S.p.A., with registered office in Pedaso (FM), Via del

Progresso n. 5, Tax Code, VAT number and registration number with the Marche

Region Register of Companies 01795210432, REA FM - 200518

Committees

The committees, with investigative, propositional and advisory functions, set up

within the Board of Directors

Corporate Governance

The Corporate Governance Code, approved by the Corporate Governance

Code

Committee, promoted by Borsa Italiana S.p.A., ABI, ANIA, Assogestioni,

Assonime and Confindustria in January 2020, to which the Company has adhered

Dialogue

Activities covered by this Policy consisting in the extra-meeting dialogue

between the Board of Directors and the Investors' representatives on issues

falling within the Board's competence, relating to corporate governance, social

and environmental sustainability, policies on the remuneration of directors and

executives with strategic responsibilities and their implementation and the

internal control and risk management system

Directors

The members of the Board of Directors of Civitanavi

Group

The group of companies consisting of Civitanavi and the companies directly or

indirectly controlled by it, as established by applicable law

Investors

The Company's Shareholders and current and potential institutional investors, as

well as other persons who have an interest in the ordinary shares issued by the

Company

IR function

The Investor Relations function of Civitanavi

Policy

This policy, which governs the management of the Dialogue

Retail shareholders

Small Shareholders, other than institutional or other professional investors,

holding ordinary shares for primarily savings purposes

Shareholders

The holders of ordinary shares issued by Civitanavi

Shareholders' Meeting

The Shareholders' Meeting of the Company

TUF or Consolidated

The Consolidated Law on Financial Intermediation, i.e. Legislative Decree No.

Law on Finance

58 of 24 February 1998

Voting advisors or proxy

Those who analyse, on a professional and commercial basis, the information

advisors

disseminated by the Company and, where appropriate, other information

concerning the Company with a view to informing their client Investors in

relation to voting decisions by providing research, advice or voting

recommendations related to the exercise of voting rights

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This is an English translation of the original Italian document. In cases of conflict between the English language document and the Italian document, the interpretation of the Italian language document prevails.

Engagement Policy Civitanavi Systems S.p.A.

3. Regulatory reference and approval

This Policy formalises the Company's approach to the management of the Dialogue for aspects involving the members of the Board of Directors, integrating into the Company's corporate governance system the rule of conduct contained in Recommendation No. 3 of the Corporate Governance Code, which is reproduced below.

3. The Board of Directors, upon proposal of the Chairman formulated in agreement with the Chief Executive Officer, shall adopt and describe in the Corporate Governance Report a policy for the management of dialogue with the generality of shareholders, also taking into account the engagement policies adopted by institutional investors and asset managers.

The Chairman shall ensure that the Board of Directors is in any event informed of the development and significant contents of the dialogue held with all shareholders by the first available meeting.

The aforementioned Recommendation and this Policy aim to increase the level of transparency and dialogue between investors and issuers as a means of fostering long-term value creation.

The Policy was approved by the Board of Directors, subject to the favourable opinion of the Control, Risk and Related Party Transactions Committee on the basis of a proposal made by the Chairman, also in his capacity as Chief Executive Officer: in the preliminary stage, the Board of Directors and the Control, Risk and Related Party Transactions Committee took into account the commitment policies adopted and communicated to the public by institutional investors and asset managers, in compliance with the laws and regulations in force.

The Chairman shall inform the Board of Directors, in any case, no later than the first useful meeting, on the development and significant contents of the Dialogue held between the Directors and the Investors, in line with what is suggested by Recommendation no. 3 of the Corporate Governance Code.

4. Objectives

The objective of the Policy, as of all Dialogue management activities, is to foster Civitanavi's transparency towards the financial community and the markets, by building, maintaining and developing an active relationship of trust with Investors. It also aims to safeguard, at all times, their legitimate interests and requests, which the Board of Directors is able to take into account in the pursuit of its role of strategic guidance and monitoring of management performance, with the ultimate objective of guiding the Company towards its sustainable success, in line with what is recommended in Article 1 of the Corporate Governance Code, according to which:

  • I. The board leads the company in the pursuit of sustainable success.

  • II. The governing body shall define the strategies of the company and its group consistent with

Principle I and monitor their implementation.

III. The board of directors shall define the corporate governance system that is most suitable for carrying out the company's business and pursuing its strategies, taking into account the scope for autonomy offered by the law. If necessary, it shall assess and promote appropriate changes, submitting them, when competent, to the shareholders' meeting.

IV. The Board of Directors shall promote, in the most appropriate forms, dialogue with shareholders and other relevant stakeholders of the company.

To this end, Civitanavi has adopted this Policy aimed at regulating the traditional means of conducting Dialogue, as well as the Dialogue between the Board of Directors and the Investors on issues within the Board's competence, in line with the Recommendations of the Corporate Governance Code, the engagement policies adopted by institutional investors and active managers and international best practices.

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Civitanavi Systems S.p.A. published this content on 24 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2022 14:40:09 UTC.