IRCE

Transaction in Own Shares • Mar 20, 2023

REPORT ON THE PURCHASE AND HOLD OF OWN SHARES

Dear shareholders,

The Board of Directors of IRCE S.p.A. resolved, on 15th March 2023, to submit to the Shareholders' Meeting a proposal for authorization to purchase and hold own shares, in accordance with Articles 2357 et seq. of the Italian Civil Code.

The authorization is requested in order to provide the company – according to a widespread practice amongst listed companies – with an appropriate tool to operate within the stock market, thereby allowing for the stabilization of the stock and preventing contingent and merely speculative situations with the effect of improving the liquidity of the stock itself.

In particular, the Board of Directors resolved to submit to the Shareholders' Meeting the following proposal:

• IRCE S.p.A. shares may be purchased in compliance with the provisions of Article 132 of Italian Legislative Decree No. 58 of 24 February 1998 and in accordance with the operational modalities pursuant to Article 144-bis of CONSOB Issuers' Regulations.
• the authorization will be valid until the Shareholders' Meeting for the approval of the 2022 Financial Statement and in any case no later than 18 months from the date of the resolution, during this period the purchases and sales may be implemented in multiple transactions, providing the Chairman with all powers required to implement the purchases and sales, even by means of proxies, while complying with that potentially required by the competent authorities;
• the purchase price may not be less than 80%, nor greater than 120% of the reference price recorded by the IT System of the Italian Stock Exchange during the session prior to each individual purchase transaction;
• the purchase must be made within the limits of distributable profits and available reserves, entering them in the balance sheet liabilities, as required by art. 2357-ter of the civil code, a specific item, with a negative sign. Purchases and disposals of treasury shares will be accounted for according to the laws and accounting principles applied;
• the Board of Directors, and the Chairman on behalf of the latter, may allocate, without time limits, the own shares which were purchased in execution of previous resolutions; these shares may be sold, even with a public offering and/or to employees, at a price that is not less than 90% of the reference price recorded by the IT System of the Italian Stock Exchange during the session prior to each individual sales transaction or, alternatively, may be subject to exchange, swap, contribution or other allocation transactions under industrial projects or extraordinary financial transactions, and in these cases without price limits;
• the nominal value of the purchased shares may not exceed one fifth of the capital. The number of own shares which can be purchased may not exceed 5,625,600 in number.

As of today's date, the company directly holds 1.586.388 shares representing 5,64% of the share capital.

With reference to distributable profits and available reserves which can be used for the purchase of own shares, the financial statements as of 31 December 2021 reported the following reserves:

Description	Amount	Possibility of use	Quota avalaible	Distributable
Share capital	14.626.560
Capital's reserves
Share premium reserve (Note 1)	40.538.732	A,B,C	40.538.732	40.538.732
Other reserves	6.035.757	A,B,C	6.035.757	6.035.757
Total capital's reserve	46.574.489		46.574.489	46.574.489
Earning's reserves
Legal	2.925.312	B	2.925.312	-
Extraordinary	45.636.856	A,B,C	45.636.856	45.636.856
IAS	5.608.798	A,B	5.608.798	1.597.853
Own shares	- 889.433	-	- 889.433 -	889.433
Cash flow hedge	-	A,B	-	-
Other reserves	585.888	A,B,C	585.888	585.888
Total earning's reserves	53.867.421		53.867.421	46.931.164
Reserves in tax suspension
The South incomes	201.160	A,B,C	201.160	201.160
Extraordinary revaluation in the financial statements	22.327.500	A,B,C	22.327.500	22.327.500
Revaluation n.266/2005	13.935.343	A,B	13.935.343
Total reserves in tax suspension	36.464.003		36.464.003	22.528.660
Total reserves	136.905.913		136.905.913	116.034.313
Profit 2021	5.551.458
Total equity	157.083.931
Total reserves available			136.905.913
Not-assignable share for non-amortized start-up and exspansion cost			-
Quota non avalaible for legal reserves			2.925.312
Quota not available IAS			4.010.945
Quota not available fair value land			13.935.343
Residua quota available			116.034.313

Legend

A = capital increase; B = loss coverage; C = distributable

Note 1

The share premium reserve can be distributed having the legal reserve already reached 1/5 of the share capital

For further information we attached also the financial statements as of 31 December 2022 that will be presented at the next Shareholders' Meeting:

Decription	Amount	Possibility of use	Quota avalaible	Distributable
Share capital	14.626.560
Capital's reserves
Share premium reseve (Note 1)	40.538.732	A,B,C	40.538.732	40.538.732
Other reserves	6.035.757	A,B,C	6.035.757	6.035.757
Total capital's reserve	46.574.489		46.574.489	46.574.489
Earning's reserves
Legal	2.925.312	B	2.925.312	-
Extraordinary	49.861.233	A,B,C	49.861.233	49.861.233
IAS	5.896.998	A,B	5.896.998	1.597.853
Own shares	- 892.718	-	- 892.718 -	892.718
Cash flow hedge	-	A,B	-	-
Other reserves	585.888	A,B,C	585.888	585.888
Total earing's reserves	58.376.713		58.376.713	51.152.256
Reserves in tax suspension
The south incomes	201.160	A,B,C	201.160	201.160
Extraordinary revaluation in the financial statements	22.327.500	A,B,C	22.327.500	22.327.500
Revaluation n.266/2005	13.935.343	A,B	13.935.343
Total reserves in tax suspension	36.464.003		36.464.003	22.528.660
Total reserves	141.415.206		141.415.206	120.255.405
Profit 2022	5.788.946
Total equity	161.830.712
Total reserves available			141.415.206
	Not-assignable share for non-amortized start-up and exspansion cost		-
Quota not available for legal reserves			2.925.312
Quota not available IAS			4.299.145
	13.935.343
	120.255.405

Legend

A = share capital increase; B = loss coverage; C = distributable

Nota 1

The share premium reserve can be distributed having the legal reserve already reached 1/5 of the share capital

Imola, 15 th March 2023

The Board of Directors