Newlat Food S p A : Shareholder dialogue management policy

Newlat Food SpA

Shareholder Dialogue Management Policy

Rev. 1

Page 1 of 10

SHAREHOLDER DIALOGUE

MANAGEMENT POLICY

Approved:

17/03/2023

Approved by:

BoD of

Newlat Food SpA

Valid from:

17/03/2023

Newlat Food SpA

Shareholder Dialogue Management Policy

Rev. 1

Page 2 of 10

INTRODUCTION	3
ART. 1 DEFINITIONS	3
ART. 2 PRINCIPLES AND OBJECTIVES OF SHAREHOLDER DIALOGUE	4
ART. 3 PARTIES RESPONSIBLE FOR THE APPROVAL AND IMPLEMENTATION OF THE POLICY	5
ART. 3.1 BOARD OF DIRECTORS	5
ART 3.2 CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER	5
ART 3.3 THE INVESTOR RELATIONS FUNCTION	6
ART. 3.4 CONTROL AND RISKS COMMITTEE	6
ART. 4 COMMUNICATION CHANNELS	7
ART. 4.1 SHAREHOLDERS' MEETING	7
ART 4.2 CORPORATE GOVERNANCE DOCUMENTS AND FINANCIAL AND NON-FINANCIAL REPORTS	7
ART. 4.3 PRESS RELEASES	8
ART. 4.4 MEETINGS WITH INVESTORS AND SHAREHOLDERS	8
ART. 4.5 SHARE COVERAGE BY BROKERAGE HOUSE	8
ART. 5 ESTABLISHMENT OF DIALOGUE	9
ART. 6 FINAL PROVISIONS	10

Approved:

17/03/2023

Approved by:

BoD of

Newlat Food SpA

Valid from:

17/03/2023

Newlat Food SpA

Shareholder Dialogue Management Policy

Rev. 1

Page 3 of 10

INTRODUCTION

This Policy governs the procedures for establishing a Dialogue with Newlat Food's current and potential Shareholders in order to increase, ensure and promote the exchange of information in the most appropriate forms and improve the level of mutual understanding between investors and the Company, in compliance with the Corporate Governance Code as well as with current regulations, including those concerning market abuse.

Art. 1 Definitions

Below are the main definitions used in the Policy:

Shareholders' meeting: Shareholders' Meeting of Newlat Food S.p.A.

Shareholders: owners of shares issued by Newlat Food S.p.A.

Communication Channels: refer to those physical and/or virtual moments, documents, events and meetings during which management shares company information with current and potential Shareholders.

CRC: refers to the Company's Control and Risks Committee.

Corporate Governance Code: Corporate Governance Code of Listed Companies approved on 31 January 2020 by the Corporate Governance Committee established by Borsa Italiana S.p.A. adopted by the Company.

Board of Statutory Auditors: the Board of Statutory Auditors of Newlat Food S.p.A.

Board of Directors or BoD: Board of Directors of Newlat Food S.p.A.

Dialogue: activities covered by this Policy on issues related to corporate governance, corporate strategy, social and environmental sustainability, economic and financial performance, remuneration policies, internal control and risk management system.

ESG: acronym for environmental, social and governance issues.

Group: Newlat Food S.p.A. together with its parent companies.

Investors: current and potential shareholders of Newlat Food S.p.A., as well as those who have an interest in holding shares, other financial instruments and rights deriving from shares in the share capital of Newlat Food on their own behalf or on behalf of third parties, such as brokers, asset managers and institutional investors.

Newlat Food or Company: means the company Newlat Food S.p.A.

Policy: means this Shareholder Dialogue Management Policy.

SDIR: means the Regulated Information Dissemination System chosen by the Company among those authorised by Consob.

TUF: indicates the Consolidated Law on Finance - Italian Legislative Decree no. 58 of 24 February 1998.

Approved:

17/03/2023

Approved by:

BoD of

Newlat Food SpA

Valid from:

17/03/2023

Newlat Food SpA

Shareholder Dialogue Management Policy

Rev. 1

Page 4 of 10

Art. 2 Principles and objectives of Shareholder Dialogue

The Newlat Food Board of Directors deems it both appropriate and useful to allow and encourage the exchange of ideas and foster the generation of value in the medium to long term, to maintain and implement relations and forms of Dialogue with Shareholders, in compliance with the following principles:

1. Principle of transparency of information provided in the framework of the Dialogue, according to which the information should be clear, complete, timely, correct, truthful and not misleading.
2. Principle of equal treatment of the Company's Shareholders.
3. Principle of cooperation and transparency with the supervisory authorities and competent administrations, in compliance with applicable regulations.

And this in order to:

1. Allow the Board of Directors to know the opinions, expectations and perceptions of the Shareholders on issues related to corporate governance and corporate business development strategies, also with a view to the sustainable social and environmental success of the Company and the Group, so that it can take them into account in the performance of its duties.
2. Establish and maintain channels of dialogue and participation in addition to the Shareholders' Meeting, which, without prejudice to the rights and powers of the Shareholders in that forum, make it possible to encourage their further effective involvement in the Company's life.
3. Increase the level of Shareholders' and Investors' understanding of the strategy of the Company and of the entire Group, the results achieved and any other financial or non-financial aspect relevant for the purposes of investment choices and the conscious exercise of rights, while not providing any material information that has not been communicated in advance to the market.

The topics that may be the subject of such a Dialogue include:

1. Management performance, the financial statements and periodic financial results.
2. Company strategy (e.g. business plan, announced investments, targets, etc.).
3. The buyback programme.
4. The performance of the share and other financial instruments issued by the Company.
5. Transactions announced or executed by Newlat Food.
6. Transactions announced or entered into with related parties.
7. The appointment and composition of the Company's corporate bodies.
8. Environmental, social and sustainability issues.
9. The policy on the remuneration of directors and executives with strategic responsibilities.
10. Transparency and corporate market disclosures.
11. The internal control and risk management system

Approved:

17/03/2023

Approved by:

BoD of

Newlat Food SpA

Valid from:

17/03/2023

Newlat Food SpA

Shareholder Dialogue Management Policy

Rev. 1

Page 5 of 10

1. Extraordinary and/or particularly important events that have taken place and that may significantly affect the Company.

Art. 3 Parties responsible for the approval and implementation of the Policy

The main actors involved in both the approval and implementation of this Policy are, according to their respective responsibilities:

1. The Board of Directors
2. The Chairman of the Board of Directors and Chief Executive Officer
3. The Investor Relations Function
4. The Control, Risks and Sustainability Committee

Art. 3.1 Board of Directors.

The Board of Directors:

1. At the proposal of the Chairman, adopts the Shareholder Dialogue Management Policy and monitors its implementation.
2. In the Report on Corporate Governance and Ownership Structures describes the Shareholder Dialogue Management Policy adopted by the Company and the results of the monitoring of its implementation.
3. Receives information from the Chairman, the Chief Executive Officer and the Investor Relations Function on the progress and developments of the Dialogue with Shareholders and other stakeholders relevant to the Company, and based on the information received takes the decisions deemed appropriate to promote and improve relations therewith.
4. Approves the main corporate documents (including periodic financial reports, the Consolidated Non- Financial Statement pursuant to Italian Legislative Decree no. 254/2016, the Report on Corporate Governance and Ownership Structures, the Report on Remuneration Policy and Compensation Paid, the Reports on items on the agenda of Shareholders' Meetings, etc.), which, as indicated below, constitute one of the main channels of communication with the Company's current and potential Shareholders.
5. Approve press releases relating to periodic financial information, as soon as they are approved.

Art 3.2 Chairman of the Board of Directors and Chief Executive Officer

With regard to Shareholder Dialogue, the Chairman of the Board of Directors and the Chief Executive Officer:

1. Share the principles and implementation criteria of the Shareholder Dialogue Management Policy with the Investor Relations Function in order to enable such Function to deal with relations in a manner that is proper and consistent with the vision of the governing body.
2. Annually assess the completeness and adequacy of the Shareholder Dialogue Management Policy.

Approved:

17/03/2023

Approved by:

BoD of

Newlat Food SpA

Valid from:

17/03/2023