IVS S A : March 30th 2021 – IVS Group S.A. – Procedure for related Party Transactions

P R O C E D U R E F O R R E L A T E D P A R T Y T R A N S A C T I O N S

IVS GROUP S.A.

Approved by the board of directors on March 30, 2021 upon the favorable opinion of the Internal Control Committee, identified by the board of directors as the competent body to issue the opinion on Related Parties' Transactions on March 26th, 2021

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Index

	Index............................................................................................................................................	2
1.	The aim of the procedure.........................................................................................................................................	3
2.	Definitions ................................................................................................................................................................	3
3.	Scope of application.................................................................................................................................................	4
4.	Procedures for identifying Related Parties and Related Party Transactions............................................................	4
5.	Committees for Related parties' transactions ..........................................................................................................	5
6.	Deliberative procedures for Transaction of Lesser Significance ..............................................................................	5
7.	Deliberative procedures for Transactions of Greater Significance ...........................................................................	6
8.	Deliberative procedures for Related Party Transactions reserved for the shareholders' meeting ...........................	6
9.	Framework resolutions.............................................................................................................................................	6
10.	Cases of exclusion...................................................................................................................................................	6
11.	Information to be provided to the public ...................................................................................................................	7

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1. The aim of the procedure

IVS Group S.A. ("IVS Group" or the "Company") is a Luxembourg company incorporated as a société anonyme.

The shares of the Company have been admitted to trading on the Italian Stock Exchange (MTA segment) organized and managed by Borsa Italiana S.p.A. ("Borsa Italiana").

By implementation of the procedure for transactions with related parties set hereunder (the "Procedure"), IVS Group establishes the guidelines of conduct that the Company, together with its Subsidiary Companies, must comply with in order to ensure transparency and fairness, both substantial and procedural, of transactions with related party. In establishing such guidelines, the Company has, among other things, used as reference model the Regulations on transactions with related parties issued by Consob on March 12, 2010 as subsequently amended, according to the practice of the companies listed on the MTA segment, although not applicable. It must be stressed , in fact, that IVS Group is a company incorporated under and governed by Luxembourg law and thus is subject to the specific corporate regulations of that that legal system, including in particular the law of 10 August 1915 on commercial companies, as amended, the law of 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, as amended, and the law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings.

The Procedure aims to establish rules of conduct that the Company is required to comply with in order to ensure a proper management of transactions with related parties. For that sake the Procedure (i) determines the criteria and procedure to follow for identification and mapping of related parties of the Company, the criteria and timing for updating the list of Related Parties and the relevant corporate entities charged with its update; (ii) set the guidelines for identification of Related Party Transactions prior to the execution of the transactions; (iii) governs the procedures to follow in case the Company, also through Subsidiary Companies, trustees or intermediary, is involved in Related Parties Transactions, and highlights the internal guidelines aimed at ensuring transparency as well as substantial and procedural fairness of such transactions; (iv) establishes how to comply with disclosure requirements.

The board of directors of the Company evaluates periodically - also in consideration of change in ownership and, in any case, at least annually at the time of approval of the half-year report - the need for opportunity to make changes and/and or revision of this Procedure, taking into account any changes in laws and regulations and future application practices.

2. Definitions

Without prejudice of definitions set in other articles of this Procedure, terms and expressions whose initial is in capital letter have the following meanings. Terms defined as singular shall include also the relevant plural form and viceversa.

Associated Company: an entity defined as such according to the definitions provided by the international accounting standards mentioned in the appendix hereto ("Appendix").

Independent Directors: the directors of the Company acknowledged as independent by the Company itself pursuant to the Code of Corporate Governance of Borsa Italiana S.p.A. (the "Corporate Governance Code").

Non-RelatedDirectors: directors other than the counterpart of a specific transaction and its Related Parties.

Internal Control Committee and Appointment and Remuneration Committee: the committees with the same name appointed by and within the board of directors of IVS Group pursuant to the Corporate Governance Code.

Equivalent to Market or Standard Conditions: terms similar to those usually applied to non-related parties for transactions of corresponding nature, extent and risk, or based on regulated tariffs or prices or those applied to subjects with which the company is compelled by law to contract at a certain price. Conditions determined subsequent to competitive and transparent procedures governed by general company rules or rules coherent with legal procedures for the acquisition of goods and services are normally included.

Ordinary Transactions: Related Parties' Transaction, including the Transactions of Greater Significance, falling within the scope of the ordinary management of business operations or of the related financial activities which have been carried out on Equivalent to Market or Standard conditions. The ordinary management of business operations means (i) the core business activities which generate the company's revenue, and (ii) all other management activities that cannot be

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designated as "investment" or "financial" activities. The evaluation of ordinary operations is based on the following criteria: object, frequency, dimensions, the type of counterparty and terms and conditions of the transaction.

Related Parties: the subject defined as such according to the international accounting standards adopted pursuant to the procedure provided by article 6 of (CE) Regulation No. 1606/2002..

Related Party Transactions: the transactions defined as such according to the international accounting standards adopted pursuant to the procedure provided by article 6 of (CE) Regulation No. 1606/20021.

Transaction of Greater Significance: the transactions with Related Parties whose publication and disclosure would be likely to have a material impact on the economic decisions of shareholders of the Company and which could create a risk for the Company and its shareholders who are not Related Parties, including minority shareholders, taking into consideration the nature of the transaction and the position of the Related Party.

Transaction of Lesser Significance: the Related Parties Transactions other than Transactions of Greater Significance or Transactions of Small Amount.

Transactions of Small Amount: the Related Parties Transactions having an overall value payable by the Company not exceeding, for each transaction:

1. Eur 300.000 per annum for allocation and increase of wages and economic benefits, in any form, including the issuing of loans, financing or guarantees to a member of administrative or control organ, or to Key Management Personnel;
2. Eur 800.000 per annum for single Related Parties' Transactions other than those under letter (a) above, as well as for Related Parties' Transactions other than those under letter (a) above, executed with the same Related Party which are homogeneous with each other or implemented upon execution of a common purpose.

Subsidiary Company: an entity defined as such according to the definitions provided by the international accounting standards mentioned in the Appendix.

3. Scope of application

This Procedure applies to all Related Parties Transactions carried out by the Company and by its Subsidiary Companies.

4. Procedures for identifying Related Parties and Related Party Transactions

Identification of Related Parties

The Company has special procedures for collecting, monitoring and periodically updating information relevant for the purposes of identifying Related Parties. Such procedures require that the controlling subjects, the directors, the Key Management Personnel of Company and its Subsidiary Companies/Associated Companies provide the Company (at least on an annual basis and, without delay, in case of any modifications or changes to such data) with the information needed to identify Related Parties and Related Parties' Transactions.

On the basis of the information thus collected, the Company draws up and maintains a list of its Related Parties (the "Related Parties Data Base") in order to guarantee correct application of the procedural and disclosure rules laid down in Procedure and fulfilment of the legal and regulatory obligations regarding the disclosure and accounting of Related Parties Transactions, including those carried out by its Subsidiary Companies

Identification of Related Parties Transactions

At the start of any transaction, the "Signing Officer" (subject endowed with the power to carry out deeds in the name of and on behalf of Company or its Subsidiary Companies, with effect towards third parties) is responsible for ascertaining if the transaction falls within the sphere of application of this Procedure. If the Signing Officer finds that such a transaction is a Related Party Transaction, he shall abstain from approving it and shall report immediately to CEO. The last subjects

1 For the sake of an easy of reference, attached hereto is an Appendix with the definitions of related parties and related parties' transactions according to IAS 24 as well as those other definitions which are deemed functional pursuant to the international accounting standards.

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which receive the information checks the accuracy of the assessments carried out by the Signing Officers and request him to provide further information if necessary, then provides for the subsequent transmission of the same to the Committee required to formulate an opinion.

In the case of transactions concerning the remuneration of IVS's (or its Subsidiary Companies') directors and Key Management Personnel, the duty is entrusted to the Appointment and Remuneration Committee.

5. Committees for Related parties' transactions

Composition

The board of directors has delegated the advisory and information tasks set herein to the Internal Control Committee, except for the transactions concerning the remuneration of IVS's (or its Subsidiary Companies) directors and Key Management Personnel, in which case the duty is entrusted to the Appointment and Remuneration Committee. Both committees, also in performing the tasks delegated with this Procedure, comprise three Independent Directors.

Opinion

On formulating the reasoned opinions required by the Procedure, the responsible Committee according to this Procedure (hereinafter also the "Committee") may express an exclusively "favorable" or a "not favorable" opinion on the Company's interest in the carrying out of a Related Parties' Transactions and the advisability and substantial fairness of the relative terms.

The opinion may also be the expression of a simple majority, provided that it indicates (i) the name of the Independent Director of the Committee whose personal opinion is not shared by the others, (ii) the reasons why said Independent Director expressed a dissenting opinion, (iii) the reasons why the other members of the Committee have decided not to share such dissenting opinion.

If the Committee issues a "favorable" opinion by majority and therefore approves the carrying of a Related Parties Transaction notwithstanding a dissenting opinion, it must explain the reasons for believing that such dissenting opinion does not affect the overall judgment regarding the Company's interest in carrying out the Related Party Transaction and the substantial fairness of the relative terms.

If the Committee is not entirely composed of Non-Related Directors, the Committee shall perform the activities foreseen with a composition restricted to only Non-Related Directors present, provided that the majority are Independent Directors.

Independent experts

For each Transaction of Lesser Significance, the Committee may, whenever it sees fit, avail itself at the Company's expense of one or more independent experts of its own choice, having at its disposal for such purpose a maximum amount of Eur 20,000.

For the use of independent experts for Transactions of Greater Significance there is no limit to the amount of the expenses. However, the terms of engagement must be made through auction and the Committee must collect at least three proposals. In case of recourse to independent experts, the Committee must assess the independence of the experts it engages.

6. Deliberative procedures for Transaction of Lesser Significance

Before approving a Transaction of Lesser Significance, the Committee expresses a non-bindingreasoned opinionon the Company's interest in carrying out the Related party transaction and the economic convenience and substantial and formal fairness of the relative terms.

In view of the expression of opinion, the Committee must be supplied with exhaustive information on the Related party transactions in question suitably in advance. If the transaction conditions are deemed of transaction Equivalent to Market or Standard conditions, the documentation drawn up must contain objective elements evidencing the fact.

Where applicable, the minutes regarding the approval of the Related Party Transactions must indicate adequate motivation regarding the Company's interest in carrying out the transaction as well as the convenience and substantial fairness of the relative conditions.

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