IRCE

Transaction in Own Shares • Mar 17, 2022

REPORT ON THE PURCHASE AND HOLD OF OWN SHARES

Dear shareholders,

The Board of Directors of IRCE S.p.A. resolved, on 15th March 2022, 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:

Share capital 14.626.560 Capital's reserves Share premium reserve 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 45.223.774 A,B,C 45.223.774 IAS 5.694.307 A,B 5.694.307 Own shares - 781.449 - - 781.449 - Cash flow hedge - A,B - Other reserves 585.888 A,B,C 585.888 Total earning's reserves 53.647.831 53.647.831 46.626.065 Reserves in tax suspension The South incomes 201.160 A,B,C 201.160 Extraordinary revaluation in the financial statements 22.327.500 A,B,C 22.327.500 22.327.500 Reavluation 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 136.686.323 136.686.323 Profit 2020 1.210.478 Total equity 152.523.361 Total reserves available 136.686.323 Not-assignable share for non-amortized start-up and expansion costs. - Quota not avalaible for legal reserves 2.925.312 Quota not available IAS 4.096.454 Quota not avalaible fair value land 13.935.343	Description	Amount	Possibility of use	Quota avalaible	Distributable
45.223.774 1.597.853 781.449 - 585.888 201.160 115.729.214
	Residual quota available			115.729.213

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:

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

Imola, 15 th March 2022

The Board of Directors