Immobiliare Grande Distribuzione SIIQ S p A : Explanatory notes on the appointment of the Corporate Bodies

IMMOBILIARE GRANDE DISTRIBUZIONE SOCIETÀ DI INVESTIMENTO IMMOBILIARE QUOTATA S.P.A.

Registered office: Via Trattati Comunitari Europei 1957-2007, n. 13, Bologna

Share capital fully subscribed and paid-in: EUR 650,000,000.00 comprising n. 110,341,903 ordinary shares

Bologna Companies Register and tax identification no. 00397420399

Bologna Chamber of Commerce (R.E.A.) no.: 458582

Company subject to the direction and control of Coop Alleanza 3.0 Soc. Coop.

ORDINARY ANNUAL GENERAL MEETING OF IGD SIIQ S.P.A.

15 APRIL - 16 APRIL 2021

REPORT OF THE BOARD OF DIRECTORS FOR THE ITEMS 4 AND 5 OF THE AGENDA FOR THE ORDINARY

GENERAL MEETING OF IGD SIIQ S.P.A. PREPARED BY THE BOARD OF DIRECTORS IN ACCORDANCE

WITH ARTICLES 125-TER OF LEGISLATIVE DECREE N. 58/1998

* * *

• 4. Appointment of the Board of Directors

  • 4.1. Determination of the number of directors

  • 4.2. Determination of the Board of Directors' term of office

  • 4.3. Appointment of the Board of Directors

  • 4.4. Determination of the Board of Directors' remuneration

• 5. Appointment of the Board of Statutory Auditors

  • 5.1 Appointment of three standing and three alternate auditors

  • 5.2 Appointment of the Chairman of the Board of Statutory Auditors

  • 5.3 Determination of the Board of Statutory Auditors' remuneration

* * *

Item 4 of the Agenda of the Ordinary General Meeting - Appointment of the Board of Directors

Dear Shareholders,

The term of the Board of Directors appointed by the Annual General Meeting on 1 June 2018 for the three year period 2018 - 2020 expires on the day the Annual General Meeting is convened, on 15 April 2021, in first call, and on 16 April 2021, in second call, to approve the financial statements for the year ended 31 December 2020.

You are, therefore, invited to, in accordance with the law and the corporate by-laws: (i) determine the number of directors that are to be part of the Board of Directors; (ii) determine the Board of Directors' term of office; (iii) appoint the Board of Directors; and, lastly, (iv) determine the Board of Directors' remuneration.

4.1 Determination of the number of directors

Dear Shareholders,

Pursuant to Art. 16.1 of the corporate by-laws, the Board of Directors is to be comprised of not fewer than seven and not more than 19 members and before proceeding with appointing the Board the shareholders must determine the number of members.

You are, therefore, invited to determine the number of Board members.

4.2 Determination of the Board of Directors' term of office Dear Shareholders,

Pursuant to Art. 16.1 of the corporate by-laws and in accordance with Art. 2383 of the Italian Civil Code, the Directors may be appointed for a term of up to three years.

You are, therefore, invited to determine the Board of Directors' term of office.

4.3 Appointment of the Board of Directors

The Board of Directors must be appointed in accordance with Art. 16 of the corporate by-laws.

The lists of candidates may be presented by individual shareholders or groups of shareholders who together hold voting shares representing at least 4.5% of the share capital, as established by Consob in Determinazione Dirigenziale n. 44 of 29 January 2021 relating to the "Holdings needed in order to be entitled to submit lists of candidates for members of administrative and control bodies".

The lists must be:

- sent certified registered mail to the Company's headquarters and/or registered office; - or sent to the following certified e-mail [e-mail] at least 25 days before the day in which the Shareholders' Meeting is to be held in first call, tuttavia, in considerazione del fatto che tale termine giunge a scadenza in un giorno festivo (i.e. il 21 marzo 2021), esso è da intendersi posticipato al primo giorno lavorativo successivo, ossia il 22 marzo 2021. La titolarità della quota minima necessaria per la presentazione delle liste è determinata avendo riguardo alle azioni che risultano registrate a favore del socio nel giorno in cui le liste sono depositate presso la Società. The certification as to the ownership of the requisite number of shares issued by a licensed intermediary must be submitted in accordance with the above procedures by the deadline for the publication of the list (i.e. by 25 March 2021).

The directors will be appointed on the basis of validly submitted lists in the following manner and in such a way that ensures that the composition of the Board of Directors complies with the laws governing gender equality, as follows.

According to art. 16.3 of the corporate by-laws, each list must include at least two clearly indicated candidates who qualify as independent in accordance with the law (that is the independence requirements applicable to standingauditors of listed companies pursuant art. 148, par. 3 of Legislative Decree 58/1998). Without prejudice to the above, in order to comply with the laws governing gender equality and Art. 16.3 of the corporate by-laws, the lists which include a number equal to or greater than three candidates must also include candidates of different genders; toward this end the number of candidates of the least represented gender included on the list must equal at least two fifth of the total number of candidates on the list, rounding up any fractions. Any lists submitted that fail to observe the above conditions will be viewed as not submitted.

In accordance with the Corporate Governance Code for listed companies, to which the Company adheres, at least two independent directors must sit on the Board of Directors. Moreover, based on Art. IA.2.10.6 of the Instructions to Borsa Italiana S.p.A.'s Regulations for Listed companies, the companies listed on the STAR segment should have: (i) at least 2 independent directors if the Board is composed of up to 8 members; (ii) at least 3 independent directors if the Board is composed of between 9 and 14 members; (iii) at least 4 independent directors if the Board is composed of more than 14 members.

For those candidates indicated on the list as meeting the legal qualifications of independent, declarations must also be submitted confirming that, under their responsibility, they possess the requisites needed to act as an independent director called for at law. In light of Art. 16 of the Regulation adopted by Consob in Resolution 20249 of 28 December 2017, as amended ("Market Regulations"), pertaining to companies subject to the management and coordination of another non-listed company, shareholders are also requested to indicate which candidates qualify as independent as per the above article and provide statements in which the candidates declare, under their responsibility, that they possess the requisites to serve as an independent director referred to in Art. 16 of the Market Regulations.

Si segnala che, sin dalla quotazione della Società e fino alla data della presente relazione, la maggioranza dei componenti del Consiglio di Amministrazione è stata in possesso dei requisiti di indipendenza sia ai sensi del TUF che ai sensi del codice di comportamento redatto da Borsa Italia S.p.A., pro tempore vigenti.

Furthermore, in accordance with Art. 147-quinquies of Legislative Decree 58/1998 directors of listed companies must possess the same integrity that the statutory auditors of listed companies must possess, currently governed by Art. 2 of Ministerial Decree n. 162 dated 30 March 2000.

In order to comply with regulations pertaining to the maximum number of directorships directors may hold, the Board of Directors adopted the regulations referred to as "Limits on the maximum number of positions that may be held by directors", made available to the public on the Company's website at:http://www.gruppoigd.it/Governance/Board-of-Directors.

Si invitano altresì gli Azionisti, in sede di predisposizione delle liste di candidati alla carica di amministratore di IGD, a tener conto della circostanza che la Società, sin dal 2016, ha ottenuto dall'Autorità Garante della Concorrenza e del Mercato il c.d. "Rating di Legalità " il cui mantenimento è subordinato al possesso da parte degli amministratori della Società dei requisiti di cui all'art. 2 della Delibera 12 novembre 2012, n. 13779 dell'Autorità Garante della Concorrenza e del Mercato, da ultimo modificata con delibera n. 28361 del 28 luglio 2020.

No shareholder, parent company, subsidiary, or jointly controlled entity as defined by Art. 93 of Legislative Decree

58/1998, including members of a shareholders' agreement belonging to a voting trust relevant under the terms of Art. 122 of Legislative Decree 58/1998, may submit or cause to be submitted by third parties or fiduciaries more than one list or vote for a list other than the one they submitted or caused to be submitted. Any votes cast in violation of this conditions will not be attributed to any list.

The lists must be submitted with the accessory documentation and information called for in the corporate by-laws and in accordance with the law. More in detail, these include: (i) information relating to the identity of the shareholders submitting the list and the total interest held; (ii) the candidates' irrevocable acceptance of office and statements confirming that, under his/her responsibility, there are no reasons for ineligibility and disqualification and that each candidate meets the requirements for the specific office set by law and the corporate by-laws, as well as (iii) the curriculum vitae of each candidate complete with information about the candidates' personal and professional background. For those candidates indicated on the list as meeting the legal qualifications of independent, declarations must also be submitted confirming that, under their responsibility, they possess the requisites needed to act as an independent director called for at law as well at Corporate Governance Code.

Gli azionisti sono inoltre invitati a prendere visione dell'Orientamento sulla composizione quantitativa e qualitativa del Consiglio di Amministrazione ritenuta ottimale, adottato dall'organo di amministrazione uscente sentito il Comitato per le Nomine e per la Remunerazione, in linea con la raccomandazione n. 23 del Codice di Corporate Governance. Il predetto Orientamento è disponibile sul sito internet della Società all'indirizzo:http://www.gruppoigd.it/Governance/Consiglio-di-amministrazione. Si raccomanda altresì a coloro i quali presentino una lista contenente un numero di candidati superiore alla metà dei componenti da eleggere di fornire adeguata informativa, nella documentazione presentata per il deposito della lista, circa la rispondenza della lista all'Orientamento espresso dal Consiglio di Amministrazione nonché di esprimere un'indicazione in merito al proprio candidato alla carica di Presidente del Consiglio di Amministrazione, la cui nomina avverrà secondo le modalità individuate nello Statuto Sociale.

Those who submit a "minority list" are also subject to the Consob recommendations found in Bulletin n. DEM/9017893 of 26 February 2009 and are, therefore, requested to submit, along with the above mentioned documentation, a statement attesting to "the lack of a relationship, direct or indirect, pursuant to Art. 147-ter, paragraph 3, of TUF and Art. 144-quinquies of Regulations for Issuers, with shareholders holding, including jointly, a controlling interest or significant majority".

The Company will publish without delay and, at any rate, at least twenty-one days prior to the Shareholders' Meeting called to resolve on the appointment of the Directors, make the candidate lists available to the public at its headquarters, on its website(www.gruppoigd.it, in the section Governance - Shareholders' Meetings - Annual General Meeting 15 April 2021), at Borsa Italiana S.p.A., as well as on the on the authorized storage system eMarket STORAGE managed by Spafid Connect S.p.A(www.emarketstorage.com), along with all the information referred to above, in accordance with the law.

No one can be a candidate on more than one list. Acceptance of candidacy on more than one list is grounds for disqualification. Becoming and continuing to be a Director is subject to possession of the requisites established under the law and listed in the corporate by-laws.

The Directors will be appointed as per the procedures described herein. Each shareholder with voting rights may vote