Report on Coporate Governance and Ownerhip Structure

Year 2020

(customary administrative and control model)

Drafted pursuant to art. 123-bis of the Consolidated Law on Finance and approved by the Board of Directors on 15 March 2021.

C100 M75 Y35 K30

SERVIZI ITALIA S.P.A. via San Pietro, 59/B - 43019 Castellina di Soragna (PR) - ITALY Share capital: Euro 31.809.451 fully paid-up Tax Code and Regiter of Companies no.: 08531760158 Certified Email: [email protected] Tel. +39 0524 598511 - Fax +39 0524 598232 www.servizitaliagroup.com

GLOSSARY 4
1.0 COMPANY PROFILE 5
2.0 INFORMATION ON OWNERSHIP STRUCTURE (pursuant to Art. 123-bis, paragraph 1, TUF) as at the Reference date 6
a) Structure of the share capital (pursuant to Art. 123-bis, paragraph 1, letter a), TUF) 6
b) Restrictions on the transfer of securities (pursuant to art. 123-bis, paragraph 1, letter b) of the Consolidated Law on Finance [TUF]) 6
c) Significant shareholdings in the share capital (pursuant to art. 123-bis, paragraph 1, letter c), TUF) 6
*of which 5.013% no voting 6
d) Securities conferring special rights (pursuant to art. 123-bis, paragraph 1, letter d) of the Consolidated Law on Finance [TUF]) 6
e) Employee share ownership: mechanism for exercising voting rights (pursuant to art. 123-bis, paragraph 1, letter e) of the Consolidated Law on Finance [TUF]) 7
f) Restrictions on voting rights (pursuant to art. 123-bis, paragraph 1, letter f), TUF) 7
g) Shareholder agreements (pursuant to art. 123-bis, paragraph 1, letter g), TUF) 7
(h) Change of control clauses (pursuant to art. 123-bis, paragraph 1, letter h), TUF) and statutory provisions on takeover bids (pursuant to Articles 104, paragraph 1-ter and 104-bis, paragraph 1) 7
i) Powers to increase share capital and authorisations to purchase treasury shares (pursuant to art. 123-bis, paragraph 1, letter m), TUF) 7
l) Management and coordination actions (pursuant to Article 2497 et seq. of the Italian Civil Code) 8
3.0 COMPLIANCE (ex Art. 123-bis, comma 2, letter a), TUF) 8
4.0 BOARD OF DIRECTORS (ex Art. 123-bis, comma 1, letter l), TUF) 9
4.1 Appointment and replacement of directors and amendments to the Articles of Association (pursuant to Art. 123-bis, paragraph 1, letter l), TUF) 9
4.2 Composition (pursuant to Art. 123-bis, paragraph 2, letter d), TUF) 12
4.3 Role of the Board of Directors (pursuant to Art. 123-bis, paragraph 2, letter d), TUF) 18
4.4 Delegated Bodies 20
4.5 The Chairman of the Board of Directors 22
4.6 Other executive directors 24
4.7 Independent Directors 24

5.0 TREATMENT OF COMPANY INFORMATION	25
6.0 INTERNAL BOARD COMMITTEES (ex art. 123-bis, par. 2, letter d), TUF)	25
7.0 NOMINATIONS AND REMUNERATION COMMITTEE	26
8.0 REMUNERATION OF BOARD DIRECTORS	28
9.0 CONTROL AND RISK COMMITTEE	29
10.0 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM	32
10.1 Internal Control and Risk Management Director	35
10.2 Head of the Internal Audit function	36
10.3 Organisational model pursuant to Legislative Decree No. 231/2001	39
10.4 Statutory auditing firm	40
10.5 Financial Reporting Manager responsible for preparing the company's financial reports and other company roles and functions	40
10.6 Coordination between persons involved in the internal control and risk management system	40
11.0 INTERESTS OF ADMINISTRATORS AND OPERATIONS WITH RELATED PARTIES	41
12.0 APPOINTMENT OF STATUTORY AUDITORS	41
13.0 COMPOSITION AND FUNCTIONING OF THE BOARD OF AUDITORS (pursuant to Art. 123-bis, par. 2, letter d), TUF)	44
14.0 RELATIONS WITH SHAREHOLDERS	48
15.0 SHAREHOLDERS' MEETINGS (pursuant to Art. 123-bis, par. 2, letter c), UFC)	49
16.0 FURTHER CORPORATE GOVERNANCE PRACTICES (pursuant to Art. 123-bis, par. 2, letter a), TUF)	51
17.0 CHANGES FROM THE CLOSING OF THE PREVIOUS FINANCIAL YEAR	52
18.0 CONSIDERATIONS ON THE LETTER OF 19 DECEMBER 2019 FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE	52
ANNEX B - CURRICULA OF DIRECTORS, STATUTORY AUDITORS AND STRATEGIC MANAGERS	55
TABLE 1: STRUCTURE OF THE BOARD OF DIRECTORS AND COMMITTEES AS AT 31 DECEMBER	2019 59
TABLE 2: STRUCTURE OF THE BOARD OF AUDITORS	61

GLOSSARY

Articles of Association: Articles of Association available at the reference date and available on the website www.servizitaliagroup.com.

Board: The Board of Directors of Servizi Italia S.p.A.

Civil Code/Cod.civ./c.c.: the Royal Decree of 16 March 1942, no. 262, as subsequently amended.

Code/Code of Conduct: the Code of Conduct for listed companies as approved in July 2018 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, ANIA, Assogestioni, Assonime and Confindustria.

Consob/CONSOB: the National Commission for Companies and Stock Exchange, based in Rome, Via Martini 3.

Corporate Governance Code: the Corporate Governance Code of listed companies adopted by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria, published on 31 January 2020.

D. Legislative Decree no. 231/2001:

Legislative Decree no. 231 of 8 June 2001 "Regulations governing the administrative liability of legal persons, companies and associations, including those without legal personality, pursuant to Article 11 of Law no. 300 of 29 September 2001" as subsequently amended and supplemented.

Financial statements: the financial statements as at 31 December 2020 of Servizi Italia S.p.A.

Financial year or Reference financial year: the financial year 1 Jan – 31 Dec 2020 to which the Report refers.

Issuer/Company: Servizi Italia S.p.A., registered office in Via San Pietro, 59/B – 43019 Castellina di Soragna (PR), tax code and business register no. 08531760158

Issuers' Regulations: the Regulations issued by Consob with resolution no. 11971 of 1999 (as subsequently amended) on matters related to issuers.

Market Regulations: the Regulation issued by Consob with resolution no. 20249 of 2017 (as subsequently amended) on markets

Reference date: date of approval of this report, i.e. 15 March 2021.

Related Parties Regulation: the regulation issued by Consob with resolution no. 17221 of 12 March 2010 (as subsequently amended) on related party transactions.

Report: the present report on corporate governance and ownership structures that companies are required to prepare pursuant to Article 123-bis of the Consolidated Law on Finance.

Servizi Italia Group or the Group: Servizi Italia S.p.A. and its Subsidiaries.

Subsidiaries: San Martino 2000 S.c.r.l., Steritek S.p.A., Wash Service S.r.l., Ekolav S.r.l., SRI Empreendimentos e Participações Ltda (parent company of the companies: Lavsim Higienização Têxtil S.A., Maxlav Lavanderia Especializada S.A., Vida Lavanderias Especializada S.A., Aqualav Serviços De Higienização Ltda) and Ankateks Turizm İnşaat Tekstil Temizleme Sanayi ve Ticaret Ltd Şirketi (parent company of the company Ergülteks Temizlik Tekstil Ltd. Sti.).

TUF/Consolidated Law on Finance:

Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.

1.0 COMPANY PROFILE

Servizi Italia S.p.A., a company based in Castellina di Soragna (PR), celebrates this year 35 years of activity as leader in the field of integrated services for the rental, washing and sterilization of textile materials and medical devices in the healthcare sector. The company, which together with its Italian and foreign subsidiaries forms the Servizi Italia Group, offers a wide and diversified range of services thanks to a highly technological production platform, made up of over 50 production plants in 7 countries and counts about 3,700 employees and collaborators: these are the numbers with which Servizi Italia contributes daily to the health and safety of professionals, patients and workers.

The organisation of Servizi Italia S.p.A. complies with the provisions contained in the Italian Civil Code and with the regulations governing corporations with listed shares, and in particular with the provisions of the Consolidated Law on Finance [TUF] and the Code of Conduct.

The Company annually combines the Financial Statements and Consolidated Financial Statements with the publication of the Report on Corporate Governance and Ownership Structure, drawn up pursuant to Article 123 bis of the Consolidated Law on Finance [TUF] and the publication of the Report on remuneration policy and remuneration paid pursuant to article 123-ter of TUF.

The corporate governance is based on a traditional management and control model (so-called "Latin" model), is made up of the following bodies:

Shareholders' Meeting;
Board of Directors (operating through Executive Directors, Executive Committee, Directors with representation, and assisted by the Control and Risk Committee and by the Nomination and Remuneration Committee);
Board of Statutory Auditors;
Legal Auditing Company;
Supervisory Body set up pursuant to Legislative Decree No. 231/01.

The Group's current strategic lines of development are based on the following primary targets :

1. consolidation of leadership in Italy;
1. strengthening of foreign markets already served;
1. integrity and ethics of the Group, social responsibility, environmental protection;
1. management optimization and business continuity;
1. focused international development;
1. diversification of services/customers and cross selling.

Servizi Italia S.p.A. falls within the definition of a SME pursuant to Article 1, paragraph 1, letter w-quater.1), of the Consolidated Law on Finance [TUF] and Article 2-ter of the Consob Issuers' Regulation.

This Report, as well as the Articles of Association, the Code of Ethics and the Organizational Model drawn up in accordance with Legislative Decree no. 231/01 are available on Company's website at servizitaliagroup.com.

2.0 INFORMATION ON OWNERSHIP STRUCTURE (pursuant to Art. 123-bis, paragraph 1, TUF) as at the Reference date

a) Structure of the share capital (pursuant to Art. 123-bis, paragraph 1, letter a), TUF)

The amount of the share capital subscribed and paid up is equal to 31,809,451.00 Euro (thirty-one million eight hundred and nine thousand four hundred and fifty-one/00), while the categories of shares that make up the share capital are indicated in the table below:

SHARE CAPITAL STRUCTURE
Types of shares	No. of shares	% compared to S.C.	Listed/unlisted	Rights and
				Obligations
			Electronic Equity	Vote at the
Ordinary shares	31,809,451	100%	Market [MTA] -	Shareholders'
			STAR Segment	Meeting
Multiple vote shares	-	-	-	-
Shares with limited
voting rights	-	-	-	-
Non-voting shares	-	-	-	-
Other	-	-	-	-

Note that the Company has not issued financial instruments granting the right to subscribe to newly issued shares.

At the date of approval of this Report, there are no share-based incentive plans in place that involve capital increases, including free of charge.

b) Restrictions on the transfer of securities (pursuant to art. 123-bis, paragraph 1, letter b) of the Consolidated Law on Finance [TUF])

The Articles of Association do not contain restrictions on the transfer of securities, such as ownership limits or the need to obtain the approval of Servizi Italia S.p.A. or other holders of securities.

c) Significant shareholdings in the share capital (pursuant to art. 123-bis, paragraph 1, letter c), TUF)

Servizi Italia qualifies as an SME, pursuant to Article 1, paragraph 1, letter w-quater.1) of the TUF; as such, according to the results of the Shareholders' Register, supplemented by the communications received pursuant to Article 120 of the TUF and any other information available to the Company at the date of approval of this Report, those who directly or indirectly hold more than 5% of the share capital are:

RELEVANT CAPITAL SHARES
Declarant	Direct Shareholder	% Share on ordinary	% Share on voting
		capital	capital
Coopservice S.Coop.p.a.	Aurum S.p.A.	55.334%	55.334%
Steris Corporation	Steris UK Holding Limited	5.903%	5.903%
Servizi Italia S.p.A.	Servizi Italia S.p.A.	5.013%*	5.013%*

*of which 5.013% no voting

d) Securities conferring special rights (pursuant to art. 123-bis, paragraph 1, letter d) of the Consolidated Law on Finance [TUF])

Servizi Italia S.p.A. has not issued securities conferring special rights of control, nor do the Articles of Association provide special powers for certain shareholders (for example, those under Law 474/94).

The Company's Articles of Association do not provide for increased or multiple voting shares.

e) Employee share ownership: mechanism for exercising voting rights (pursuant to art. 123-bis, paragraph 1, letter e) of the Consolidated Law on Finance [TUF])

There is no employee shareholding system and, therefore, no mechanism for exercising the voting rights of employees, nor do the Articles of Association contain specific provisions relating to the exercise of voting rights of employee shareholders.

f) Restrictions on voting rights (pursuant to art. 123-bis, paragraph 1, letter f), TUF)

The Company's Articles of Association do not contain any special provisions that restrict voting rights, such as, for example, limitations on voting rights for a certain percentage or number of votes, time limits imposed for the exercise of voting rights or systems in which, with the cooperation of Servizi Italia S.p.A., the financial rights attached to securities are separated from the ownership of securities.

g) Shareholder agreements (pursuant to art. 123-bis, paragraph 1, letter g), TUF)

As of the Reference date of Servizi Italia S.p.A., no shareholders' agreements are known, pursuant to Art. 122 of the TUF.

(h) Change of control clauses (pursuant to art. 123-bis, paragraph 1, letter h), TUF) and statutory provisions on takeover bids (pursuant to Articles 104, paragraph 1-ter and 104-bis, paragraph 1)

As already indicated in the Addendum to the Information Document on Related Party Transactions published on 19 December 2018, Servizi Italia has signed a lease agreement with the related party Focus S.p.A., a whollyowned subsidiary of Coopservice Soc.Coop.p.A., relating to the properties in Castellina di Soragna. Under the terms of this contract, the tenant, Servizi Italia, undertakes to issue the lessor, in the event that it loses the status of a subsidiary company, even indirectly, of Coopservice Soc.Coop.p.A., within 30 days of the occurrence of this condition, a bank guarantee, issued by a credit institution, on first call, to ensure the proper and timely fulfilment of all obligations assumed under the contract, also as a security deposit. This first-call surety must provide for an express waiver of the prior enforcement of the principal debtor in derogation of art. 1944 paragraph 1 of the Civil Code, as well as with waiver of the exception provided for in article 1957 paragraph 2 of the Civil Code, and will be equal to 1,013,000 Euro (one year's rent), with annual expiry, tacitly and automatically renewable and to be renewed from year to year, and the lessor's text of approval cannot be unjustifiably denied. If the guarantee is not delivered to the lessor, the latter may terminate the contract in accordance with Art. 1456 of the Italian Civil Code. There are no other significant agreements to which the Issuer or other Group companies are parties, which take effect, are amended or terminated in the event of a change of control of the Company.

The Articles of Association of Servizi Italia do not contain provisions that derogate from the provisions on the passivity rule provided by art. 104, paragraphs 1 and 1-bis of the TUF, nor rules of neutralization under art. 104 bis paragraphs 2 and 3 of the TUF.

i) Powers to increase share capital and authorizations to purchase treasury shares (pursuant to art. 123-bis, paragraph 1, letter m), TUF)

As of the Reference date, the Company's Board of Directors has not been delegated to increase the share capital pursuant to article 2443 of the Italian Civil Code.

The Articles of Association provide that the Company may issue financial instruments other than shares, in compliance with the requirements of the law and by resolution of the Extraordinary Shareholders' Meeting.

The Shareholders' Meeting held on 28 April 2020 - after revoking the authorisation to purchase and dispose of treasury shares approved at the meeting held on 30 May 2019, for anything not used, in accordance with articles 2357 et seq. of the Italian Civil Code, as well as article 132 of the Consolidated Finance Act, authorised the Board of Directors to renew the authorisation to purchase and dispose of treasury shares, as proposed by the Board of Directors. The resolution authorises the purchase of a maximum of 6,361,890 ordinary shares with a par value of Euro 1.00 each, corresponding to the fifth part of the Company's share capital (taking into account the shares already held by the Company from time to time) for a period of 18 months from the date of the shareholders'

resolution, while the duration of the authorisation relating to the disposal of treasury shares has no time limits. For further details on the reasons for the authorization, as well as on the methods of purchase and price limits, please refer in full to the Directors' Report on items in the Agenda of the Shareholders' Meeting held on 28 April 2020, available at Company's registered office, on Company's website www.servizitaliagroup.com and on eMarket Storage mechanism: .

Also on 28 April 2020, the Board of Directors, implementing the authorisation of the Shareholders' Meeting, resolved to renew the treasury share purchase programme aimed at setting up a stock of treasury shares to be used, if necessary, as consideration in extraordinary transactions and/or as part of exchange and/or sale of equity investments, and at the same time represents an opportunity for efficient investment of company liquidity. The share purchase programme is coordinated by an authorised intermediary, INTERMONTE SIM S.p.A., which makes the negotiating decisions regarding the timing of the purchase of Servizi Italia shares in full independence from the Company, but within the limits of what is decided by the Shareholders' Meeting.

At the closing date of the Financial Year, the Company held a total of 1,550,460 Servizi Italia S.p.A. shares, equal to 4.87% of the Issuer's share capital.

l) Management and coordination actions (pursuant to Article 2497 et seq. of the Italian Civil Code)

As at the Reference date, the Issuer is part of the group headed by Coopservice S.coop.p.a., an Italian company with registered offices in Reggio Emilia, which holds control through its wholly-owned subsidiary Aurum S.p.A., with registered offices in Via Rochdale 5, Reggio Emilia.

At the reporting date, Aurum S.p.A. exercises control over the Issuer, pursuant to Art. 93 of the Consolidated Law on Finance [TUF], holding a total equity investment equal to 55.334% of the Issuer's ordinary share capital.

The Issuer is not subject to management and coordination actions, pursuant to Articles 2497 et seq. of the Italian Civil Code, either by the direct parent company Aurum S.p.A. or by the indirect parent company Coopservice Soc.coop.p.A., which do not exercise acts of direction and/or interference in the management of the Company (or any of its Subsidiaries). The Issuer, in fact, operates under conditions of corporate and entrepreneurial autonomy, acting autonomously in business relations with its customers and suppliers and independently defining its own industrial plans and/or budgets.

The Issuer, on the other hand, exercises management and coordination actions, pursuant to Articles 2497 et seq. of the Italian Civil Code, with regard to its Subsidiaries.

Note that with regard to the information required by Article 123-bis of the TUF in relation to:

Agreements between companies and directors on severance indemnities (pursuant to Art. 123-bis, paragraph 1, letter i) of the Consolidated Law on Finance [TUF]), reference should be made to the Report on remuneration policy and remuneration paid published pursuant to Art. 123-ter of the Consolidated Law on Finance.
Appointment and replacement of directors and amendments to the Articles of Association (pursuant to Art. 123-bis, paragraph 1, letter l) of the Consolidated Law on Finance), reference should be made to Chapter 4 of this Report.

3.0 COMPLIANCE (ex Art. 123-bis, comma 2, letter a), TUF)

Servizi Italia S.p.A. adheres to the Code of Conduct drawn up by the Committee for the Corporate Governance of Listed Companies, accessible to the public on the website of the Committee for Corporate Governance at the web page https://www.borsaitaliana.it/comitato-corporate-governance/codice/2018clean.pdf.

In compliance with the eighth edition of the Italian Stock Exchange Format of January 2019, a detailed information is provided below on the recommendations of the Code of Conduct that the Company concretely complies with.

It should be noted that, as of the Reporting Date, the Company has started the process of compliance with the Corporate Governance Code (accessible to the public on the Corporate Governance Committee's website at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf), which will be completed when the new Board of Directors is appointed by the Shareholders' Meeting called to approve the Financial Statements for the year ended 31 December 2020.

It should be noted that neither the Company nor its strategically important subsidiaries are subject to non-Italian legal provisions that affect the Issuer's corporate governance structure.

4.0 BOARD OF DIRECTORS (ex Art. 123-bis, comma 1, letter l), TUF)

4.1 Appointment and replacement of directors and amendments to the Articles of Association (pursuant to Art. 123-bis, paragraph 1, letter l), TUF)

Article 15 of the Articles of Association provides that the Company is managed by a Board of Directors composed of a minimum of 3 and a maximum of 14 members, including the Chairman. At least one of the members of the Board of Directors, or 3 if the Board of Directors is composed of more than 7 members, must meet the independence requirements established by the provisions, as well as regulations, applicable from time to time. Without prejudice to the provisions concerning the minimum number of candidates who meet the independence requirements, at least one-third of the members of the Board of Directors - or the greater number required by the laws and regulations in force from time to time - must be Directors of the least represented gender, rounded up to the next higher unit. The composition of the Board of Directors must in any case ensure gender balance in accordance with the laws and regulations in force from time to time.

The Shareholders' Meeting shall determine the number of members of the Board of Directors, at the time of their appointment, within the above limits, as well as the duration of their appointment, which may not exceed three financial years. The term of office of the directors thus appointed expires on the occasion of the Shareholders' Meeting called to approve the financial statements for the last year of their term of office, unless they are revoked or resigned, and they may be re-elected. The Shareholders' Meeting may also change the number of directors during the term of office and always within the limits set out in Article 15 of the Articles of Association. In this case, the Shareholders' Meeting appoints the new directors in the same manner as indicated in Art. 15 of the Articles of Association, without prejudice to the need to ensure the presence within the Board of Directors of the number of directors meeting the independence and conformity requirements for statutory auditors provided for by current legislation and in compliance with the criterion concerning the balance between genders explained above. The term of office of the directors thus appointed ends with that of the directors in office at the time of their appointment.

The members of the Board of Directors are elected on the basis of lists of candidates in accordance with the procedures indicated below. A number of shareholders who, alone or together with other shareholders, represent at least 2.5% of the Company's share capital, or on the different measure established by Consob in implementation of current provisions1, may submit a list of candidates, ordered progressively by number, submitting it at the registered offices, including by means of remote communication that allows the identification of those presenting the list, no later than the twenty-fifth day prior to the date of first call of the Shareholders' Meeting, under penalty of forfeiture. The lists are made available to the public at the company's registered offices, on the website and in the other ways provided for by Consob Issuers' Regulations at least twenty-one days prior to the Shareholders' Meeting. In order to prove ownership of the number of shares necessary to present

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¹ Amount determined by Consob with executive determination no. 44 of 29 January 2021: 2.5%.

the lists, the communication issued by the persons authorised to do so, which has by rite been received within the deadline for publication of the lists by the Company, shall be considered authentic. Each list must expressly indicate the candidature of at least one person, or three in the case of a Board of Directors composed of more than seven members, having the requisites of independence required for auditors by current legislation. Lists which have a number of candidates equal to or greater than three must contain a number of candidates belonging to the less represented gender that is no less than one third – or the maximum quote requested by law and rules in force from time to time – of the number of members to be elected to the Board of Directors.

Each shareholder, shareholders who are parties to the same shareholders' agreement pursuant to Article 122 of the Consolidated Law on Finance [TUF], may submit, or take part in submitting, and vote for only one list. No list may be used to approve or vote in favour of any candidate in violation of this prohibition. Each candidate may stand for election on one list only, under penalty of ineligibility.

Together with each list, within the deadline, at Company's registered office, are deposited (i) declarations in which each candidate accepts his/her candidacy and attests, under his/her own responsibility, that there are no grounds for ineligibility and incompatibility, as well as the existence of the requirements prescribed by current legislation and the Articles of Association for holding the office of director of the Company; (ii) the appropriate certification issued by an authorized intermediary pursuant to law proving ownership of the number of shares necessary to present the lists; (iii) information regarding both the identity of the shareholders who have presented the list and the percentage of shareholding held by them; and (iv) the curriculum vitae regarding the personal and professional characteristics of each candidate, with an indication of the positions of administration and control held in other companies and any indication of his or her suitability to qualify as independent. The notice of call must indicate the shareholding for the presentation of the lists and may provide for the filing of further documentation. Lists submitted without complying with the above provisions shall be deemed not to have been submitted.

At the end of the vote, the candidates from the two lists obtaining the highest number of votes according to the following criteria are elected:

a. all the Directors to be elected, except one, are drawn from the list that obtained the highest number of votes, according to the progressive order of presentation ("Majority List");
b. the director in person of the candidate indicated with the first number on the list is drawn from the list that obtained the second highest number of votes, which is not connected in any way, even indirectly, with the shareholders who submitted, contributed to submitting or voted for the Majority List ("Minority List").

The candidate elected in first place on the Majority List is elected Chairman of the Board of Directors. Without prejudice to any other provisions, in the event of a tie, the oldest candidate in terms of age shall be elected.

If the appointment of at least one director (or three in the case of a Board of Directors composed of more than seven members) meeting the independence requirements set forth by rules in force from time to time has not been ensured, a non-independent candidate(s), elected last in numerical order on the Majority List, shall be replaced, according to the numerical order in which they are presented, by the first (and, if applicable, also by the second) independent candidate(s) not elected, drawn from the same list.

If, as a result of the above procedure, at least one third of the Board of Directors is not made up of directors belonging to the least represented gender (rounded up to the next higher unit), or in any case it does not comply with the gender balance provided for by laws and regulations in force from time to time, the candidate of the most represented gender elected as last in numerical order on the list that received the highest number of votes shall be replaced by the first candidate of the least represented gender not elected on the same list and in numerical order. This replacement procedure shall take place until compliance with the gender balance criterion provided for by law and the Articles of Association. In the event that the application of the above procedure does not make it possible to achieve the above result, the replacement shall take place by resolution of the Shareholders' Meeting, following the presentation of candidates of the least represented gender.

If the first two lists obtain an equal number of votes, a new vote is taken by the Shareholders' Meeting, with only the first two lists being put to the vote. The same rule applies in the event of a tie between the lists that are second in number of votes and that are not connected, even indirectly, with the shareholders who presented or voted for the competing list. In the event of further parity between lists, the list presented by the shareholders with the largest shareholding or, alternatively, by the largest number of shareholders shall prevail.

For the purposes of allocating the directors to be elected, the Articles of Association do not provide that the lists of candidates must obtain a minimum percentage of votes at the Shareholders' Meeting.

If only one list is submitted or if no list is submitted, the Shareholders' Meeting shall pass resolutions in accordance with and with the majorities required by law, without complying with the above procedure and in compliance with the criterion governing the balance between genders provided by the law and the Articles of Association.

A director who meets the independence requirements pursuant to regulations in force from time to time, and who, after being appointed, loses the independence requirements, must immediately notify the Board of Directors and shall cease to hold office. If a director ceases to meet the above independence requirements, he or she shall not be disqualified if the minimum number of directors required by current legislation continues to meet those requirements.

Should one or more directors leave office during the year, the Board of Directors shall appoint the replacement(s) by co-optation pursuant to Article 2386 of the Italian Civil Code, from among the candidates belonging to the same list as the director(s) leaving office, taking care to ensure that the Board of Directors has the necessary number of independent members provided for by the regulations in force from time to time and members belonging to the less represented gender in compliance with Article 15.1 of the Articles of Association. If for any reason there are no names available and eligible, the Board of Directors shall appoint the replacement(s) by cooptation pursuant to Article 2386 of the Italian Civil Code without constraints in the choice and taking care to ensure the presence on the Board of Directors of the necessary number of directors belonging to the less represented gender and independent directors.

If the Shareholders' Meeting is required by law to appoint the directors necessary to complete the Board of Directors following termination of office, the Shareholders' Meeting shall resolve with the majorities required by law, in compliance with the criteria for the composition of the Board of Directors provided for by law, including regulations, from time to time in force and by Article 15 of the Articles of Association, respecting where possible the principles set forth therein and the principle of minority representation.

Whenever the majority of the members of the Board of Directors cease to be in office for any reason, the entire Board of Directors shall be deemed to have resigned and the Shareholders' Meeting must be called without delay by the directors remaining in office to reconstitute the Board.

Directors are subject to the prohibition set forth in Article 2390 of the Italian Civil Code, unless they are exempted from it by the Shareholders' Meeting.

The Articles of Association do not provide for additional independence requirements to those established for statutory auditors pursuant to Art. 148, paragraph 3 of the Consolidated Law on Finance [TUF], nor for requirements of honourableness and/or professionalism other than those required by law for assuming the office of director.

For further information, please refer to the current Articles of Association available on the website: www.servizitaliagroup.com.

Note that no sector-specific legislation other than that of the Consolidated Law on Finance (TUF) is applicable to the composition of the Board of Directors.

Pursuant to Art. 123-bis, par. 1, letter l) of the Consolidated Law on Finance [TUF] and with regard to the amendments to the Articles of Association, it should be noted that any amendments must be made in compliance

Servizi Italia S.p.A. - Report on corporate governance and ownership structure - Financial year 2020 Page 11 of 61

with legislative and regulatory principles in force, with the specification that Article 17.2 of the Articles of Association confers on the Board of Directors the power to pass resolutions on the matters referred to in Article 2365, paragraph 2 of the Italian Civil Code.

Succession planning

With reference to the so-called "succession planning", the Articles of Association govern the mechanism for appointing directors on the basis of lists submitted by shareholders, as well as the early replacement of directors. With the implementation of the application criterion 5.C.2 of the Code, the Board of Directors has also resolved the approval of a succession planning policy drafted by the Nominations and Remuneration Committee, with the involvement of the Human Resources Department, and the Organisation and Systems Department, aimed at:

favouring, as a guarantee of a succession plan for executive directors, the preparation by the Company of an eligibility matrix for the Board containing the criteria for identifying possible candidates for the office of director belonging to the organisation of Servizi Italia;
ensuring business continuity and facilitating a generational turnover in the Company through the definition of structured phases and succession tables for Executives with strategic responsibilities, Senior Managers, key roles and special roles within the organisation, in order to reduce uncertainty in business management and be in a position to select the best possible substitutes;
managing, through a structured procedure, the succession of the CEO/Members of the Executive Committee in case of temporary impediment or termination of office;
encouraging the professional growth of Company employees with leadership skills and ensuring the corporate sustainability of role changes by identifying short and medium-term successors for all strategic managerial positions; implementing individual development plans for these employees (development of skills, performance management system, retention policy).

The succession planning process is activated every three years, on the initiative of the Human Resources Director and the Organization Director, with the support of a leading independent specialised company. The review process also includes the involvement of the delegated body (Chief Operating Officer or Executive Committee), the Nomination and Remuneration Committee and the Heads of Functions.

4.2 Composition (pursuant to Art. 123-bis, paragraph 2, letter d), TUF)

The Shareholders' Meeting held on 20 April 2018 confirmed the number of members of the Board of Directors as eleven, appointing the Board of Directors for the three-year period 2018-2020, i.e. until approval of the Financial Statements as at 31 December 2020, on the basis of:

the list filed by the majority shareholder Aurum S.p.A.- holder of 17,601,404 shares in Servizi Italia S.p.A. as at 23 March 2018, equal to 56.33% of the share capital, composed of the following candidates: Olivi Roberto, Righi Enea, Eugeniani Ilaria, Magagna Michele, Zuliani Umberto, Paglialonga Antonio, Zanichelli Lino, Schwizer Paola Gina Maria, Guglielmetti Romina, Mio Chiara, Pezzuto Carmen, Manti Giovanni, Campanini Simona and Minotta Angelo;
the list filed by the minority shareholder Padana Everest S.r.l. holder of 1,044,646 shares in Servizi Italia S.p.A. as at 20 March 2018, equal to 3.28% of the share capital, composed of the following candidates: Mastrangelo Antonio Aristide, Marchetti Maria Gabriella and Marchetti Marco.

The Directors appointed by the Shareholders' Meeting of 20 April 2018 are indicated in the following table:

Name	Position	Date of first appointment
Roberto Olivi	Chairman	Appointment as Director 9 March 2010 Appointment as Chairman 22 April 2015

Servizi Italia S.p.A. - Report on corporate governance and ownership structure - Financial year 2020 Page 12 of 61

		Appointment as CEO 22 April 2015
Enea Righi	Deputy Chairman and CEO	Appointment as Vice President 9 March 2010
Ilaria Eugeniani	Director	24 Jan. 2005
Michele Magagna	Director	20 April 2018
Antonio Paglialonga	Director	22 April 2015
Lino Zanichelli	Director	22 April 2015
Umberto Zuliani	Director	20 April 2018
Chiara Mio	Director (a) (b)	20 April 2018
Paola Schwizer	Director (a) (b) (c)	22 April 2015
Romina Guglielmetti	Director (a) (b)	22 April 2015
Antonio Aristide Mastrangelo	Director (a)	11 Sept. 2017

(a) Non-executive Director who meets the requirements of independence pursuant to the TUF and the Corporate Governance Code. (b) Member of the Control and Risk Committee and of the Nominations and Remuneration Committee.

(c) Lead Independent Director

The outcome of the votes concerning the appointment of the Board by the Shareholders' Meeting of 20 April 2018 was:

	votes	%
List no.1): Shareholder "Aurum S.p.A."	22,732,190	94.7378
List no. 2): Shareholder "Padana Emmedue S.p.A."	1,259,646	5.2496
Against	2,627	0.0109
Abstaining	-	-
Non-voting	3,004	0.0125
Total shares for which a vote was cast	23,994,840	100.0000%

On 7 January 2020, the Company announced the resignation of the Chief Executive Officer, Mr. Enea Righi, from all offices, functions and positions held in the Company and in any other company of the Servizi Italia Group. The Board of Directors, having consulted the Nomination and Remuneration Committee, activated the succession planning policy and assigned management powers to an Executive Committee, composed by Roberto Olivi (Chairman of the Board of Directors), Ilaria Eugeniani (Director, appointed Deputy Chairman of the Board of Directors) and Michele Magagna (Director). The Executive Committee is assisted by Andrea Gozzi, initially Chief Operating Officer and subsequently, from 30 July 2020, General Manager.

Following the resignation resigned by Mr. Enea Righi, it is here specified that the Board of Directors, in consideration of the close call of the Shareholders' Meeting for the approval of the financial statements for the year 2019, and taking into account that: (i) the composition of the administrative body was in any case compliant with the applicable legislation on gender diversity and ensured the presence of the necessary number of independent Directors required by the legislation, including regulations, in force and applicable to STAR issuers and by the Articles of Association; (ii) the Executive Committee ensured the constant monitoring of operations and the continuous improvement of corporate efficiency, decided to refer the decision on the integration of the Board of Directors through the appointment of a Director to the Shareholders' Meeting of 28 April 2020.

On that occasion, the Shareholders' Meeting resolved to integrate the Board of Directors by appointing the candidate proposed by the Majority Shareholder Aurum S.p.A., Mr. Giovanni Manti – manager with strategic responsibilities of the Company - who will remain in office until the expiry of the current Board of Directors and, therefore, until the Shareholders' Meeting called to approve the financial statements as at 31 December 2020.

Servizi Italia S.p.A. - Report on corporate governance and ownership structure - Financial year 2020 Page 13 of 61 On 30 April 2020, Paola Schwizer, Lead Independent Director of the Company and member of the Control and Risk Committee and the Nomination and Remuneration Committee, resigned from her position, due to the combination of professional commitments. In view of this, the Board of Directors of the Company, on 13 May 2020, pursuant to art. 2386 of the Italian Civil Code and art. 15.5 of the Articles of Association, with the favorable

opinion of the Board of Statutory Auditors, resolved to appoint by co-optation Simona Campanini, a manager with strategic responsibilities of the Company, as a new director, who will remain in office until the next Shareholders' Meeting which will be called to approve the financial statements as at 31 December 2020. On that occasion, the Board of Directors also appointed Mr. Antonio Mastrangelo, non-executive and independent director, as Lead Independent Director of the Company and member of the Control and Risk Committee and the Nomination and Remuneration Committee.

Name	Position	Date of first appointment

Roberto Olivi	Chairman (d)	Appointment as Director 9 March 2010
		Appointment as Chairman 22 April 2015
	Ilaria Eugeniani Deputy Chairman (d)		Appointment as Director 24 January 2005
		Appointment as Vice Chairman 7 January 2020
Michele Magagna	Director (d)	20/04/2018
Antonio Paglialonga	Director	22/04/2015
Lino Zanichelli	Director	22/04/2015
Umberto Zuliani	Director	20/04/2018
Chiara Mio	Director (a) (b)	20/04/2018
Antonio Aristide Mastrangelo	Director (a) (b) (c)	11/09/2017
Romina Guglielmetti	Director (a) (b)	22/04/2015
Giovanni Manti	Director	28/04/2020
Simona Campanini	Director	13/05/2020

For this reason, at the reference date, the Board of Directors is composed as reported in the following chart:

(c) Lead Independent Director

(d) Member of the Executive Committee

Further information on the structure of the Board of Directors, Committees and the curricula of the directors (art. 144-decies of the Consob Issuers' Regulations), as of the Reference date, is provided in the annex to this Report.

Diversity criteria and policies

In compliance with the recommendations of Principle 2.P.4 of the Code, the Company has applied diversity criteria, including gender diversity, in the composition of the Board of Directors, in order to ensure adequate competence and professionalism of its members.

More specifically, with regard to the criterion of gender diversity, it should be noted that:

in compliance with the provisions of the Corporate Governance Code and with laws currently applicable to the Company, at least one third of the directors currently in office belong to the less represented gender;
in line with Company's practice of timely adaptation to the best practices reflected in the principles of the Code of Conduct, the criterion of gender diversity referred to in principle 2.P.4. P.4 of the current edition of the Corporate Governance Code has been crystallized through a specific amendment to Article 15 of the Articles of Association, approved by the Shareholders' Meeting on 30 May 2019, establishing the rule (general and no longer limited to the first three mandates after 12 August 2012) according to which " At least one third of the Board of Directors consists of directors of the less represented gender, with rounding up to the superior unit";
following the entry into force of Law No. 160 of 27 December 2019 ("Budget Law 2020"), which, as is well known, has (i) replaced Articles 147-ter, paragraph 1-ter and 148, paragraph 1-bis, of the Consolidated Law on Finance, providing that the portion to be reserved to the least represented gender within the management and control bodies must be equal to "at least two fifths", and (ii) established that this criterion

shall apply for six consecutive terms of office "from the first renewal of the boards of directors and statutory auditors of companies listed on regulated markets after the date of entry into force of this law", which took place on 1 January 2020, the Board of Directors, on 5 March 2020, deemed it appropriate to bring Article 15 of the Articles of Association into line with the general principle that the composition of the administrative and control bodies "must in any case ensure a balance between genders in accordance with the legislation, including regulations, in force from time to time", thus adopting a flexible criterion that makes the Articles of Association flexible and adequate even in the event of further subsequent amendments to the legislation on gender balance (considering the repeated interventions to the texts of Articles 147-ter, paragraph 1-ter, and 148, paragraph 1-bis, of the TUF made by the legislator in December 2019). It is represented that: (i) as far as the Board of Directors is concerned, the new regulations will apply from the following renewal at the Shareholders' Meeting to be convened in 2021 to approve the financial statements for the year ending 31 December 2020; (ii) since this is merely a regulatory adjustment, the two-fifths distribution criterion (of the members to be reserved for the less represented gender) will be applied for six consecutive terms of office starting from the first renewal after 1 January 2020, without prejudice to the application of the distribution criterion already provided for in Article 15 of the Articles of Association as amended by the Shareholders' Meeting of 30 May 2019 (which crystallized the reserve for the less represented gender by at least one third of the elected members), in compliance with the best practices reflected in the principles of Self-Regulation of listed companies and also in line with the recommendations of the new Corporate Governance Code of January 2020.

In implementation of the provisions of art. 123-bis, paragraph 2, letter d-bis) of the Consolidated Law on Finance, as well as in compliance with the best practices reflected in the principles and recommendations of the Corporate Governance Code, on the occasion of the next renewal of the administrative body, the Board of Directors having consulted the Nomination Committee - made some considerations on the future size and composition of the administrative body, which have been submitted to the shareholders for guidance in view of the appointment of the members of the Board of Directors for the three-year period 2021-2023. In particular, the Board has taken into account:

the results of the self-assessment of the composition and functioning of the Board itself and its Committees;
the results of a succession planning process, which, using a specific method proposed by the Appointments Committee, identified a matrix of eligibility for election to the Board, containing possible candidates for the position of executive director belonging to the Company's organisation. This matrix, available from the Human Resources Department, takes into consideration managerial skills, training and professional experience, age, willingness/motivation to hold the position, as well as the assessment of specific requirements for taking up the position itself, might be taken into consideration in formulating the list in order to ensure a succession plan for executive directors;
of the Group's renewed strategy based on the sustainable success of the Company and the Group, which is substantiated by the creation of long-term value to the benefit of Servizi Italia's Shareholders, taking into account the interests of the other stakeholders relevant to the Company, and therefore the guarantee of business continuity, through the continuous search for optimizations and efficiencies in governance, in the production operations and in the service supply chain, in order to improve business marginality and profitability.

The Board of Directors of Servizi Italia, respecting the prerogatives of the Shareholders in the designation and appointment of its members, hopes that in its composition is pursued an objective of integration of different managerial and professional profiles, with particular regard to the business sector in which Servizi Italia operates and to economic, accounting, legal and financial matters, risk management, remuneration policies and social sustainability, and that account is also taken of the importance of a balanced presence of independent members and a balanced representation of gender in compliance with the provisions of the law, as well as the benefits that

may derive from the presence of different ages, also in terms of plurality of perspectives and managerial and professional experience.

The Board of Directors evaluated the opportunity to suggest to the Shareholders, who are called upon to renew the Board of Directors, whose term of office is expiring with the approval of the financial statements as at 31 December 2020, to reduce the total number of members from the current eleven to seven, in any case in compliance with the limits set out in art. 15 of the Articles of Association (which provides for a composition of the Board of Directors from a minimum of three to a maximum of fourteen members). This approach - according to the considerations of the current Board of Directors - would make it possible to reconcile, on one hand, the maintenance of the skills required in view of the complexity and specificity of business activities, as well as the achievement of the objectives of the medium/long-term Business Plan. In any case, this approach would be pursued in compliance with the regulations in force and the principles deriving from the Corporate Governance Code concerning the ratio between executive Directors (at least 2), non-executive Directors (at least 3) and independent Directors (at least 2 of the non-executive Directors), in view of the complexity and specificity of the activities and governance functions (including the endoconsiliar Committees) of the Company and of the corporate Group it heads, without prejudice, in any case, to compliance with the regulations in force from time to time and applicable on gender balance.

The guidelines on the size and composition of the Board of Directors and the diversity policy specifically provide that:

the members of the Board of Directors should be identified in consideration of elements such as age (1/5 of the candidates presented in the list may be over 70 years of age), training and professional characteristics, experience, including managerial experience, as well as their seniority in office and, in particular, should:
- be aware of the powers and obligations inherent in the functions which each of them is required to perform (executive and non-executive functions, independence, etc.);
- be provided with adequate professional skills for the role to be filled, including in any internal committees of the Board of Directors and calibrated in relation to the operational characteristics and size of Servizi Italia;
- be able to devote adequate time to the complexity of the task, taking into account the nature, quality, commitment required and functions carried out in the Company, as well as other tasks in companies or bodies, commitments or work activities carried out;
- direct their work towards the pursuit of the overall interest of the Company, regardless of the corporate structure from which they were voted or from the list from which they were taken, and be capable of expressing independent judgement;
- have a professional profile appropriate to the role and, if they do not hold executive positions in the Company, be able to contribute with special commitment to the dialectical function of the Board of Directors and to an effective monitoring of the choices made by the executive members of the administrative body;
at least two directors should be independent, on the basis of the criteria established by law and the recommendations of the Code of Conduct, in order to ensure an adequate presence of independent directors on the board committees;
in the light of their experience on the boards of directors of listed and unlisted companies, all directors should be able to express their capacity for strategic orientation, stimulation of results, spirit of collaboration, capacity for influence and resolution of any divergences;
one (or more) directors should represent the following areas of expertise and experience: (a) management experiences (also multinational), including in situations of strategic and business

development; (b) experience in or knowledge of the reality of foreign organisations or institutions, preferably in countries where Servizi Italia operates;

one (or more) directors should possess experience and skills in the Company's core business, above all in those sectors of specific interest to Servizi Italia; knowledge of international geo-political dynamics; knowledge of regulatory policies and practices in sectors of interest to the Company and in the countries where it operates;
one (or more) directors should have expertise in economic-financial issues, in financial statements and risk management issues, preferably specific to the type of business offered by the Company;
one (or more) directors should have legal expertise (with particular reference to the areas of commercial, corporate and capital markets law) and corporate governance;
one (or more) Director(s) should have appropriate knowledge and experience in financial or compensation policy matters;
professional profiles that present causes for ineligibility to hold office, pursuant to current legislation, cannot be nominated. In particular, those who fall under the cases provided for by art. 53, paragraph 16 ter of Legislative Decree no. 165/2001 (pantouflage or revolving doors) are excluded from the position of Director;
The Chairman should therefore have the following characteristics: (i)be a person with experience and authority to ensure, during his term of office, the correct, efficient and effective management of the Board of Directors, within which he has the task of creating a strong spirit of cohesion, encouraging the equal participation of all Directors in the Board's debate; (ii) be a person with leadership and professional and business backgrounds appropriate to the position and complementary to those of the Governing Body; (iii) have experience on the boards of directors of large companies of a size and complexity comparable to those of Servizi Italia; (iv) to be able to devote time, presence, and commitment to the full performance of their role and duties;
The Delegated Body whether represented, in compliance with art. 17 of the Articles of Association, by a Managing Director or by an Executive Committee composed of members chosen among the members of the Board of Directors - should be composed of Directors who possess the following characteristics: (i) have significant and successful experience in senior executive roles in large companies of comparable size and complexity to Servizi Italia; (ii) possess strategic orientation skills and, preferably, experience and/or knowledge of Servizi Italia's business (commercial, managerial) or related sectors, with particular reference to governmental and institutional opportunities and risks, including international ones, as well as economic-financial and operational control skills; (iii) have leadership, authority and a recognized strategic vision and management style oriented towards the ability to create team spirit among employees.

In order for the Company's Board of Directors to carry out its duties as effectively as possible, it is considered essential that all directors guarantee the availability of their time necessary for the full and diligent performance of the responsibilities and tasks assigned to them.

It should be noted that, in compliance with Application Criteria C.1, letter h) of the Code, also the previous Board - before the appointment of the current administrative body resolved by the Shareholders' Meeting held on 20 April 2018 and having consulted the Appointment Committee, having taken into account the results of the selfassessment process carried out during the meeting held on 6 March 2018 - expressed its opinion on the composition of the administrative body to the Shareholders, within the Report on the fifth item on the agenda prepared pursuant to art. 125-ter of the Consolidated Law on Finance. Also during the Shareholders' Meeting held on 28 April 2020, inter alia for the integration of the Board of Directors through the appointment of a Director, in the Report prepared pursuant to art. 125-ter of the Consolidated Law on Finance, the Management

Body invited the Shareholders to take into account - for the purpose of the presentation of the candidacies - the guidelines on diversity policy adopted by the Board of Directors.

At the first meeting held after the Shareholders' Meeting of 20 April 2018, and then during annual selfassessment, the Board of Directors verified that directors possessed the characteristics identified in the Shareholders' guidelines described above, ascertaining that the current composition of the Board of Directors complied with the criteria of diversity identified in compliance with the primary objective of ensuring adequate competence and professionalism for its members.

With regard to the promotion of corporate policies regarding measures to promote equal treatment and opportunities between genders within the corporate organisation, reference should be made to the Consolidated Declaration of a non-financial nature prepared for the financial year, made available to the public at the Company's registered office, the eMarket Storage mechanism at the address www.emarkestorage.com, as well as on the Company's website (www.servizitaliagroup.com).

Maximum accumulation of positions held in other companies

In relation to Application Criterion 1.C.3 of the Corporate Governance Code, it should be noted that the Board of Directors has not defined general criteria for the maximum number of directorships and control positions that its own directors may hold in other companies. The lack of establishment of a general rule on the maximum number of positions held essentially resides in the multiplicity of abstractly possible situations, which differ in relation to the characteristics of each individual Director, as well as the type, size, complexity and specificity of the sector of activity of the companies in which the additional offices are held, and the specific role held (executive, non-executive, independent director; committee member; standing auditor or chairman of a board of statutory auditors, etc.).

However, the Board of Directors has carried out a specific and precise evaluation of the situation of each individual member, in order to verify that it can be considered compatible with an effective performance of the role of director in Servizi Italia S.p.A. As a result of this evaluation, each director is in a position compatible with the effective performance of the role.

Induction Program

In relation to application Criteria 2.C.2 of the Corporate Governance Code, it should be noted that most of the Directors possess a thorough knowledge of the reality and dynamics of the Company and the Group, linked, among other things, to their successful stay in office, and that the number of meetings of the Board and the Committees ensures continuous updating of Directors (and Auditors) on Company and market.

During the Financial Year, the Chairman of the Board of Directors was responsible for in-depth analysis, during discussion of the items on the agenda of the various meetings, aimed at providing adequate knowledge of the business sector in which the Servizi Italia Group operates, its competitive positioning, the principles of correct management of the specific risks associated with the business, the business dynamics and their evolution, as well as the regulatory framework of reference of the countries in which the Group operates, with particular reference to Brazil and Turkey (where some subsidiaries are based), with the collaboration also of the Group's management and external consultants.

Finally, during the meetings of the Board of Directors, the delegated bodies illustrate what is relevant for Company's and Group's performance, constantly providing, among other things, information on major updates of the legislative and self-regulatory framework of interest and their impact on the Company.

4.3 Role of the Board of Directors(pursuant to Art. 123-bis, paragraph 2, letter d), TUF)

In accordance with the current Articles of Association, available on the website www.servizitaliagroup.com, the Board of Directors possesses the broadest powers for the ordinary and extraordinary management of the Company, and has the power to perform all acts it deems appropriate to achieve the corporate objective, with the sole exception of those that the law reserves to the decisions of the Shareholders' Meeting.

Table 2, attached to this Report, shows the structure of the Board of Directors and Committees, the number of meetings held during the financial year, their average duration, the actual participation of each member and information on the year of birth and date of first appointment of the members of the bodies, as well as their respective role.

For the 2021 financial year, with the possibility of amendments and/or additions, the Company identified the meetings of the Board of Directors referred to in the events calendar duly published within the time limits required by law. Up until the Reference date, the Board of Directors met 3 times.

The timeliness and completeness of the pre-meeting information is ensured by sending the notice of call containing the agenda within the time limits and according to the procedures set out in the Articles of Association and in the Regulations on the composition and functioning of the Board of Directors, as well as by promptly sending to the Directors the information necessary to take decisions, with a timing that varies according to each single case and in relation to the specific documentation that has to be submitted to the Board. More specifically, the notice of Board meetings is sent at least three days before the meeting and, in urgent cases, at least one day before the meeting. In view of each single meeting, the Chairman ensures that adequate information on the items on the agenda is provided. Supporting documentation is usually made available on the same day as the meeting is called, and in any case as early as circumstances allow. If the documentation made available is voluminous or complex, it can be accompanied by a document summarising the most significant and relevant points for the decisions on the agenda, it being understood that this document cannot be considered as a substitute for the complete documentation sent to the Directors. The transmission of documentary material is coordinated by the Secretary, in agreement with the corporate functions involved, to the extent of their competence. The information distributed is supplemented (and, if necessary, replaced, where appropriate) by the information provided during the Board meeting or during specific preparatory and in-depth meetings.

In the few cases in which it was not possible to provide the necessary information to the board members well in advance, the Chairman of the Board of Directors ensured that adequate in-depth analyses were carried out during the board sessions. During the Financial year, there were no exceptional events in which information prior to a board meeting required confidentiality limits. The Chairman of the Board of Directors also ensured that the items on the agenda were given the necessary time to allow for constructive debate, encouraging contributions from the directors during the meetings.

During the Financial year, Company executives and managers of the relevant company departments attended a number of board meetings to provide the necessary in-depth information on the items on the agenda.

In relation to the examination and approval of strategic, industrial and financial plans for the Company and the Group, as well as the periodic monitoring of their implementation, the definition of the corporate governance system of Servizi Italia S.p.A. and the Group's structure, it should be noted that, although the Articles of Association do not expressly provide for this, they fall within the functions of ordinary and extraordinary administration of the Board itself, as none of its members possesses the power to act in relation to such matters without the Board's prior approval. The same applies to the examination and prior approval of transactions of Servizi Italia S.p.A. and its Subsidiaries, when such transactions have a significant strategic, economic, assetrelated or financial importance for the Company itself.

The Board of Directors has assessed the adequacy of the organisational, administrative and accounting structure of the Issuer and its strategically important subsidiaries (Steritek S.p.A.; Wash Service S.r.l; Ekolav S.r.l.; Lavsim Higienização Têxtil S.A.; Maxlav Lavanderia Especializada S.A.; Vida Lavanderias Especializada S.A.; Aqualav Serviços De Higienização Ltda; Ankateks Turizm İnşaat Tekstil Temizleme Sanayi ve Ticaret Ltd Şirketi; Ergülteks Temizlik Tekstil Ltd. Sti), during the Financial year, and most recently, at the meeting for the approval of the annual financial report as at 31 December 2020. In particular, these assessments were adopted on the basis of an analysis by the Director in charge of the Internal Control and Risk Management System and with the prior opinion of the Control and Risk Committee which, during its meetings - in which the head of the internal audit

function also participated - was in a position to continuously verify the adequacy and effective functioning of the internal control and risk management system of both the Issuer and the Group.

During the Financial year, the Board of Directors assessed the general operating performance, taking into account the information received from the delegated bodies, and periodically compared the results achieved with those planned.

Moreover, the Board of Directors, also examined and approved in advance the Company's most significant transactions. The Board has not established general criteria for identifying transactions of significant strategic, economic, asset-related or financial importance for Servizi Italia S.p.A., as the most significant transactions carried out by the Executive Committee are reported in advance to the entire Board in order to receive prior authorisation.

During the Financial year, the Board of Directors has started the process aimed at assessing the functioning of the Board itself and its Committees, as well as their size and composition, also taking into account elements such as professional characteristics, experience, also managerial experience, and the gender of its members, as well as their seniority in office, including in relation to the criteria of diversity provided for by the policy adopted by the Company in compliance with the recommendations of Article 2 of the Code of Conduct. The evaluation process was carried out by means of an analytical questionnaire with specific sections for the reporting of any issues worthy of further investigation, prepared by the Nominations and Remuneration Committee and delivered to all directors. This in order to:

carry out an initial individual assessment by each member of the body, and a second collective assessment;
measure the results achieved, attempting to identify the reasons and possible corrective actions that can be taken to improve the functioning of the body itself.

During 2021, the results of the questionnaire were then assessed in their entirety by the Nominations and Remuneration Committee and then by the Board of Directors. The Board of Directors, on the basis of the findings, deemed that the size, composition and functioning of the Board and its Committees are adequate in relation to the organisational and management the Company's needs, and that the composition of the administrative body complies with the criteria of diversity envisaged by the policy adopted by the Company. The results of the questionnaire were then assessed also by the independent directors.

The Shareholders' Meeting did not authorise, in a general and preventive manner, exceptions to the noncompetition clause provided for in Article 2390 of the Italian Civil Code, and the Board did not assess any problematic cases on these merits.

4.4 Delegated Bodies

Pursuant to the Articles of Association, the Board of Directors may delegate part of its powers, including the use of the corporate signature, to one or more of its members in the capacity of CEO, determining their powers and remuneration (as part of the overall determination made by the Shareholders' Meeting pursuant to Art. 17.10 of the Articles of Association). In addition, the offices of Chairman and CEO may be associated.

In addition, the Board of Directors may establish an Executive Committee, composed of members chosen from among the members of the Board of Directors, including the Chairman himself. The Executive Committee has powers conferred on it by the Board at the time of its establishment. The rules laid down for the Board of Directors apply to the Executive Committee, insofar as they are compatible.

The administrative body may appoint, revoke and/or in any case determine the termination of the relationship with agents, general managers, ad negotia proxies and representatives in general for the performance of certain acts or categories of acts in the name and on behalf of the Company, selecting them from among employees of the Company or third parties.

The following table lists the Directors possessing proxies and powers of attorney up to 6 January 2020. The indication of the relative powers and the limits within which they could be exercised are indicated in the Chamber of Commerce registration certificate.

Name	Position
Enea Righi	Deputy Chairman and CEO
Ilaria Eugeniani	Director with power of attorney concerning the aspects of
	Administration, Finance and Control - Executive in charge

In particular, the Board of Directors had attributed the following powers to the Deputy Chairman and CEO Enea Righi:

the legal representation of the company in dealings with third parties and in legal proceedings, as well as the corporate signature within the scope of the powers conferred and within the limits of the powers provided for by the Articles of Association.
The power to exercise all the powers granted to the Board of Directors by law and by the Articles of Association for the performance of all acts of ordinary and extraordinary administration, with the exception of, in addition to that which cannot be delegated pursuant to Article 2381 of the Italian Civil Code:
- purchase and sale transactions or acts of disposition (including, by way of example but not limited to, the creation of usufruct, pledge and mortgage) of real estate, shareholdings in other companies, businesses and branches thereof (excluding consortium companies, consortia and ATI – temporary association of companies);
- the granting of guarantees on behalf of third parties, including guarantees on behalf of subsidiaries or associates;
- the assumption of loans exceeding the amount of 8,000,000.00 Euro per year (eight million/year);
- powers that are non-delegable by law and by the Articles of Association.

The CEO was also qualified as the employer, pursuant to Article 2, letter b) of Legislative Decree No. 81/08, which is appropriately rendered public, internally and externally, attributing expenditure autonomy.

The CEO was also expressly granted the right to sub-delegate to third parties, even partially and including individual powers, within the limits of the powers conferred, to be formalised in writing.

The Director Eugeniani, with power of attorney issued on 24 April 2015, has been granted all powers to carry out the following activities, with obligation to report, in the name and on behalf of the Company:

1) issue, sign and receipt invoices, debit notes, credit notes and receive them;
2) arrange accounts and invoices, agreeing and settling payments, both in and out of court;
3) maintain and sign Company's correspondence;
4) propose instances, appeals, complaints to any jurisdiction, both ordinary and administrative;
5) demand all values and all sums without limitation owed to the company for any reason whatsoever, including those owed to the company from government bodies, parastatal and local authorities, issuing corresponding receipts and releases;
6) represent the Company in bankruptcy proceedings and judicial and extra-judicial composition proceedings, in bankruptcy agreements and cessio bonorum;
7) represent the Company before the representatives of the Bank of Italy and the Italian Exchange Office for all financial and commercial transactions in foreign currency, as well as before any credit institution or private bankers, stipulating with bank contracts for short, medium and long term financing;
8) carry out transactions at the offices of the public deposits fund, deposits and loan offices, post offices, railway offices, customs offices and transport companies in general, with insurance companies, and at all public and private offices, both civil and military, Italian and foreign, including the right to withdraw sums, assets, envelopes, including registered and insured letters, enabling restrictions and releases exempting solvent administrations from any and all liability;

9) open and close postal current accounts at post and telegraph offices, paying in and withdrawing from them, within the framework of current regulations;
10) sign the declarations of tax substitutes, attestations for remuneration subject to withholding tax and the remunerations for employed labour;
11) draw, turn and protest effects, but not issue bills of exchange;
12) withdraw sums, by signing cheques, debiting current accounts with banks and making withdrawals, including those from overdrafts, which might be permitted in favour of the principal company, in any form whatsoever, including by issuing cheques in its favour, in favour of third parties, either by payment orders or requests for cheques from banks.

Board member Eugeniani is also responsible for representing the Company in financial affairs, in the registry offices, tax offices and municipal offices, including those for local taxes, in the general share register, and in VAT (Value Added Tax) offices, at the labour inspectorate, regional labour offices and institutes for compulsory insurance, in the capacity of drawing up, signing and presenting declarations, requests, variations, appeals, complaints, proxies for payment, claims and forms for the incomes of third parties subject to withholding tax, and any other tax declaration, challenging tax assessments or taxes against the tax commissions and administrative offices of every order and level, proposing and accepting agreements by signing.

The aforementioned board member may exercise her powers independently within the maximum expenditure limit set at Euro 25,000,000.00 (twenty-five million/00) per transaction; above this limit each deed must be endorsed by a legal representative of the company, through the joint signature of the deed itself.

It should be noted that the Deputy Chairman and CEO Enea Righi, who was qualified as the main person responsible for the management of the company during the year under analysis, did not hold a position as director at another issuer of which another board member of Servizi Italia was CEO. As such, he was not in any situation of interlocking directorate as provided for in criterion 2.C.6. of the Corporate Governance Code.

Finally, it should be noted that, as anticipated, Mr. Enea Righi, Chief Executive Officer and Deputy Chairman, resigned on 7 January 2020. As a result of this, the Board of Directors has:

appointed as Vice-Chairman of the Board of Directors Director Ilaria Eugeniani, granting her the powers provided for by the Articles of Association, including the legal representation of the Company before any judicial or administrative authority and third parties, as well as the corporate signature;
appointed an Executive Committee consisting of Directors Roberto Olivi, Ilaria Eugeniani and Michele Magagna.

4.5 The Chairman of the Board of Directors

In relation to Principle 2.P.6 of the Conduct Code, the Chairman of the Board of Directors is Roberto Olivi, who also holds the position of Chairman of the Board of Directors of Coopservice Soc. Coop.p.A., a company that indirectly exercises control over the Issuer through Aurum S.p.A.

To the Chairman of the Board has been also attributed, in addition to the legal representation of the Company in dealings with third parties and in legal proceedings, and the corporate signature within the scope of the powers conferred and within the limits of the powers provided for by the Articles of Association, the power to sign consultancy and intellectual work contracts involving the assumption of obligations for the Company up to the amount of Euro 200,000.00.

On 7 January 2020, following the resignation of Mr. Enea Righi from the positions of Chief Executive Officer and Deputy Chairman, the Board of Directors deemed it necessary to redefine the organization of Company's top management structure, with the aim of tackling the complexity of markets and competitive difficulties through constant monitoring of operations and continuous improvement of corporate efficiency, once again defining the separation of roles and responsibilities, including management.

In this context, the Board of Directors appointed an Executive Committee, granting it the powers described in the following paragraph. The Executive Committee is composed by the following Directors: Roberto Olivi, Ilaria Eugeniani and Michele Magagna. Therefore, since 7 January 2020, the Chairman is also Executive Director of the Company. On 5 March 2020, the Chairman Roberto Olivi was also appointed interim Director in charge of internal control and risk management system.

It should be noted that the Chairman not the main person responsible for the management of the Issuer nor the controlling shareholder of the Issuer.

EXECUTIVE COMMITTEE (pursuant to Art. 123-bis, paragraph 2, letter d), Consolidated Law on Finance [TUF])

On 7 January 2020, the Board of Directors of the Company appointed an Executive Committee, which has been given the authority to exercise all the powers attributed to the Board of Directors by law and by the Articles of Association to carry out all acts of ordinary and extraordinary administration with the exception of those that cannot be delegated pursuant to Article 2381 of the Italian Civil Code: purchase and sale transactions or, in any case, acts of disposition (including, by way of example and without limitation, the constitution of usufruct, pledge and mortgage) of real estate, shareholdings in other companies, companies and branches of companies (excluding consortia, consortia and temporary associations of companies); the granting of guarantees in the interest of third parties, including guarantees in the interest of subsidiaries or associated companies; the assumption of loans exceeding the amount of Euro 8,000,000.00 per year (eight million/00); of powers that cannot be delegated by law and by the Articles of Association. The Executive Committee is also assigned the exclusive coordination and responsibility of the following corporate functions: Communication, Legal Affairs, CSR – IMR, M&A and Strategic Planning, AFC Management and Operations Management. The Executive Committee ensures that the organisational, administrative and accounting structure is appropriate to the nature and size of the company.

The Executive Committee consists of the Directors Roberto Olivi (Chairman of the Executive Committee), Ilaria Eugeniani (Vice-Chairman of the Executive Committee) and Michele Magagna, assisted by Andrea Gozzi, at the beginning as Chief Operating Officer and then as General Manager.

The Chairman of the Executive Committee is responsible for the legal representation of the Company before third parties and in court, as well as signing on behalf of the Company within the scope of the powers conferred on the Executive Committee and within the limits of the powers provided for in the Articles of Association.

In the event of absence and/or impediment of the Chairman of the Executive Committee, the Vice-Chairman of the Executive Committee is vested with the legal representation of the Company in dealings with third parties and in legal proceedings, as well as signing on behalf of the Company within the scope of the powers conferred on the Executive Committee and within the limits of the powers provided for by the Articles of Association.

The rules laid down for the Board of Directors apply to the Executive Committee, which meets at least once a month to carry out the functions and tasks assigned to it by the Board of Directors.

Further information on the meetings of the Executive Committee on the reference date is provided in an annex to this Report.

GUIDELINES TO THE BOARD

During meetings of the Board of Directors, the delegated bodies provide directors and statutory auditors with adequate information, at least on a quarterly basis, on the general performance of operations and its foreseeable evolution, as well as on the activities carried out in the exercise of their respective powers and on the most significant financial and equity transactions, in terms of size and specificities, as carried out by the Company and its Subsidiaries.

On a quarterly basis, during meetings established by the corporate events calendar, the Board therefore assessed the general operating performance, taking into account the information received from the delegated

bodies on extraordinary operations, market performance and regulatory developments in the sector in which the Company operates, comparing the planned economic and financial results with those approved in the additional periodic reports as at 31 March and 30 September, in the half-yearly financial report and financial statements.

4.6 Other executive directors

Until 6 January 2020, the executive directors, pursuant to art. 2 of the Corporate Governance Code, were Deputy Chairman and CEO Enea Righi, who could be qualified as the main person responsible for the management of the company, and director Ilaria Eugeniani, who was holding the executive role of Head of Administration, Finance and Control and Manager in charge of Financial Reporting.

On the reference date the executive directors are: Roberto Olivi (Chairman of the Executive Committee and interim Director in charge of the internal control and risk management system), Ilaria Eugeniani (Vice-Chairman of the Executive Committee, as well as Head of Administration, Finance and Control and Manager in charge of Financial Reporting up to 28 April 2020) and Michele Magagna (member of the Executive Committee).

4.7 Independent Directors

As of the Reference date, the Board of Directors is composed of eleven directors, three of whom are independent in accordance with the TUF and the Code of Conduct: Romina Guglielmetti, Chiara Mio and Antonio Aristide Mastrangelo.

Up to 29 April 2020, the Board of Directors had been composed of eleven directors, four of whom were independent in accordance with the TUF and the Code of Conduct: Romina Guglielmetti, Chiara Mio and Antonio Aristide Mastrangelo and Paola Schwizer, who resigned on 30 April 2020 due to the sum of professional commitments .

These directors have indicated, in the lists for the appointment of the Board, their suitability to qualify as independent, and have undertaken to maintain their independence during the duration of their mandate and, if necessary, to resign.

During the Financial year, the Board of Directors has assessed the existence of the independence requirements provided for by the Consolidated Law on Finance [TUF], and the requirements provided for by the Code of Conduct. The criteria of independence taken into consideration are all those established by current legislation, as well as by Art. 3 of the Code of Conduct.

The correct application of the criteria and procedures adopted by the Board to assess the independence of its members was also positively assessed by the Board of Statutory Auditors.

During the Financial Year, the independent directors met twice in the absence of other directors and, between the end of the Financial Year andthe Reference Date, on a further occasion. The meetings focused on governance issues, in the light of the organizational changes resolved by the Board of Directors, the results of the questionnaires on the self-assessment of the Board itself and its Committees, as well as the activities for the alignment to the Corporate Governance Code implemented by the Company.

4.8 Lead Independent Director

Although conditions do not subsist as pursuant to the application Criterion 2.C.4 of the Corporate Governance Code, the Board of Directors - having taken into account the fact that the office of Chairman is held by the same person who also holds the office of Chairman of the shareholder controlling the Issuer - from 20 April 2018 deemed it appropriate to provide itself with a further corporate governance structure deriving from international best practices, appointing a Lead Independent Director in the person of Paola Schwizer. Paola Schwizer, as mentioned above, resigned from her office on 30 April 2020 and – as a consequence of that – on 13 May 2020, the Board of Directors appointed the Director Antonio Mastrangelo as Lead Independent Director.

The Lead Independent Director: (i) represents a point of reference and coordination for the requests and contributions of non-executive directors and, in particular, those who are independent; (ii) collaborates with the Chairman of the Board of Directors to ensure that directors receive complete and timely information flows.

During the Financial year, the Lead Independent Director actively participated in the meetings of the Board of Directors, coordinating, where necessary or appropriate, the requests and contributions of non-executive directors and in particular of independent directors.

5.0 TREATMENT OF COMPANY INFORMATION

A specific procedure has been prepared for the internal management and external communication of documents and information concerning Servizi Italia S.p.A., which regulates the procedures for the processing, internal management and external communication of documents and corporate information concerning Servizi Italia S.p.A. and its Subsidiaries, including information regulated pursuant to art. 113-ter of the Consolidated Law on Finance [TUF], and with particular reference to inside information pursuant to Art. 7 of EU Regulation No. 596/2014).

Servizi Italia S.p.A. has also established a Register of Persons with access to insider information in accordance with Art. 18 of EU Reg. No. 596/2014, with particular attention to the recommendations contained in the Consob Guidelines on the management of privileged information, delegating to a qualified third party supplier the maintenance and custody of the same, on the basis of the information transmitted by the Corporate Affairs Office.

Furthermore, in compliance with the provisions of the Consob Guidelines on the management of inside information, the Company has identified sixteen categories of relevant information (the term "relevant information" referring to any information that has a sufficient chance of subsequently, or even imminently, becoming inside information, but is not yet sufficiently accurate to be deemed as such), establishing a special register (the "Register of Relevant Information" or "RIL"), in which are indicated for each category of relevant information (if necessary divided into subcategories) the functions of each relevant information category (if subcategories), with an indication of the responsible persons.

Without prejudice to the specific provisions of this procedure, the board members, auditors, administrators, employees, agents and consultants of the Company and its subsidiaries are bound to comply with statutory provisions and maintain secrecy over any inside information, relevant information and generally all documentation and information concerning the Company and its subsidiaries of which they become aware in the performance of their duties (unless made public in the required forms), handling the information only through specifically authorised channels, as well as adopting all other precautions to ensure that the information is circulated within the company without compromising its confidential nature.

6.0 INTERNAL BOARD COMMITTEES (ex art. 123-bis, par. 2, letter d), TUF)

In compliance with the provisions of the Corporate Governance Code and Principles and Criterions set by art. 4 of the Conduct Code and considering the dynamics and size of the company organisation, as well as the professionalism of its members, the Nominations and Remuneration Committee and the Control and Risk Committee are established from within the Board of Directors, whose responsibilities have been defined in specific regulations approved by the Board of Directors. Both committees are made up of three members; their functions are merely to make proposals and provide advice, assisting the Board of Directors in investigating matters falling within their respective areas of responsibility.

The Nominations and Remuneration Committee, with a view to organisational efficiency, brings together the functions of two committees provided for by the Corporate Governance Code, in compliance with the conditions set out in Article 4 of the Code.

The work of each committee is coordinated by a Chairman and the decisions of each committee must be taken with the favourable vote of an absolute majority of its members. Minutes are drawn up of the meetings of each Committee.

The members of the committees have the right to access the information and corporate functions necessary for the performance of their duties and - where deemed necessary - may avail themselves of external consultants.

The Board of Directors has approved a specific budget for each committee, with provision for its expansion, for specific needs proposed on a case by case basis to the Board of Directors, in order to allow each committee to always be in a position to perform its duties in full economic and managerial autonomy.

It should be noted that the functions of the committees provided for in the Code have not been reserved for the Board of Directors.

Each committee reports periodically to the Board of Directors on its actions.

7.0 NOMINATIONS AND REMUNERATION COMMITTEE

In accordance with the provisions of the Code of Conduct, Servizi Italia has set up an Nominations and Remuneration Committee ("NRC").

On 20 April 2018, the Board of Directors identified three independent and non-executive directors as members of the NRC:

1. Chiara Mio (Chairman of the NRC),
1. Romina Guglielmetti, and
1. Paola Schwizer.

At the time of appointment, the Board deemed its knowledge and experience in accounting and financial matters, and/or in the field of remuneration policies of the members of the Committee to be adequate.

Following the resignation of Paola Schwizer occurred on 30 April 2020, on 13 May 2020 the Board of Directors appointed Antonio Mastrangelo as member of the NRC.

The Nominations and Remuneration Committee has the following consultative and proposal-making functions vis-à-vis the Board of Directors:

with regard to appointments

to formulate opinions to the Board of Directors on the size and composition of the Board, and express recommendations on the professional figures whose presence on the Board is deemed appropriate;
to make recommendations in this regard:
- a) the maximum number of charges as director or auditor in other companies listed on regulated markets (including foreign markets), in financial, banking, insurance or large companies that may be deemed compatible with the effective performance of the office of director of the Company,
- b) to the Board of Directors' assessments of any problematic cases in which the shareholders' meeting has authorised, in a general and preventive manner, of exceptions to the noncompetition clause provided for by Article 2390 of the Italian Civil Code;
to propose to the Board of Directors candidates for the office of director in cases of co-optation, where it is necessary to replace independent directors;
to support the Board with a specific investigation into the preparation of any succession plans;

with regard to remuneration

• to assist the Board of Directors in drawing up the policy for the remuneration of directors, auditors (without prejudice to the provisions of Article 2402 of the Italian Civil Code) and managers with strategic responsibilities;

to submit proposals or express opinions to the Board of Directors on the remuneration of executive directors and other directors holding special offices, as well as on the setting of performance objectives related to the variable component of such remuneration; the proposal concerning the remuneration of directors who are also members of the Remuneration Committee is made by an independent director (or, failing that, by a non-executive director) who is not a member of any of the Committees;
to monitor the actual implementation of the remuneration policy for directors, auditors and key management personnel, as well as the decisions taken by the Board with regard to remuneration, by assessing, in particular, the actual achievement of performance targets, by making use of the information provided by the delegated body and the Human Resources Manager;
periodically assessing the adequacy, overall consistency and concrete application of the policy for the remuneration of directors, auditors and executives with strategic responsibilities, making use in this regard of the information provided by the delegated bodies and by the Director of Human Resources; making proposals to the Board of Directors on this subject;
to examine in advance the annual report on remuneration policy and remuneration paid to be made available to the public with a view to the annual shareholders' meeting for the approval of the financial statements;
within the scope of its competences, it draws up, submits to the Board of Directors and monitors the application of incentive systems dedicated to management (including any remuneration plan based on financial instruments), intended as instruments aimed at attracting and motivating resources of an adequate level and experience, developing their sense of belonging and ensuring their constant propensity for sustainable success and value creation over time;
may also provide support to the delegated body and the Director of Human Resources with regard to the enhancement of managerial resources, recruitment of talented resources and the promotion of initiatives with university institutes in this field;
to evaluate the criteria adopted for the remuneration of executives with strategic responsibilities and supervises their application on the basis of the information provided by the delegated body and the Human Resources Manager.

In order to carry out the tasks assigned to it, the NRC may avail itself of the assistance of both Company employees and external professionals, as well as experts in the field of remuneration policies, provided that they do not simultaneously provide the human resources department, directors or managers with strategic responsibilities with services of such significance as to concretely compromise their independent judgement. The members of the Committee also have access to the information and corporate functions necessary for the performance of their duties, with the assistance of the Director of Human Resources.

The meetings of the NRC were attended by the Chairman of the Board of Statutory Auditors or another auditor designated by the latter, as well as the company management in order to contribute to the discussion of the items on the agenda of the meetings. Non-members of the Committee participated at the invitation of the Committee and on individual items on the agenda.

The meetings of the NRC have been duly recorded in minutes and the Chairman has promptly informed the Board of Directors.

In the event of proposals to the Board relating to its remuneration, the directors must refrain from attending such Committee meetings.

For the 2020 financial year, the main activities carried out by the Committee were as follows:

• as Remuneration Committee: support to the Board of Directors in assessing (i) the agreement with the resigning Managing Director Enea Righi; (ii) the remuneration attributed to the Directors Roberto Olivi, Ilaria Eugeniani, Michele Magagna, Antonio Aristide Mastrangelo, Giovanni Manti and Simona Campanini, as well as to the strategic managers Andrea Gozzi and Angelo Minotta by virtue of the governance changes occurred during the reference financial year; (iii) support to the Board of Directors

with regard to the update of the variable remuneration plans; (iv) analysis of the recommendations of the Corporate Governance Committee for 2020, with regard to the matters under its responsibility; (v) verification of the achievement of the targets set for the payment of the short-term variable incentive envisaged by the Annual Bonus System Plan ("ABS Plan"); (vi) confirmation of the validity of the ABS Plan regulations and the criteria therein; (vii) assessment of the adequacy, overall consistency and concrete application of the policy for the remuneration of directors and executives with strategic responsibilities; (viii) review of the Remuneration Report prior to its approval by the Board of Directors; (ix) review of the remuneration positions of executives with strategic responsibilities, top management and key figures in the organisation; (x) start of activities relating to the preparation of the ABS and LTI-Cash 2021-2023 variable remuneration Regulations.

• as Nominations Committee: (i) preparation of the questionnaire for the assessment of the composition and functioning of the Board and its Committees and preliminary assessment of the results; (ii) support to the Board of Directors for the updating of the succession planning policy; (iii) analysis of the recommendations of the Corporate Governance Committee for 2020, as far as it is concerned; (iv) examination of the proposal for the appointment of the Manager in charge of drawing up the corporate accounting documents.

Moreover, the NRC, through the documentation made available to the Shareholders, in compliance with the regulations in force, outlined the procedures for the exercise of its functions at the Shareholders' Meeting of 28 April 2020.

An annual budget of Euro 20,000.00 is made available to the NRC for the performance of its duties.

For further information on the composition and functioning of the Nominations and Remuneration Committee (pursuant to Art. 123-bis, paragraph 2, letter d) of the Consolidated Law on Finance [TUF]), reference should be made to the Report on Remuneration Policy and Remuneration Paid prepared pursuant to Art. 123-ter of the Consolidated Law on Finance, made available to the public at the Company's registered offices, the eMarket Storage at www.emarkestorage.com, and on Company's website (www.servizitaliagroup.com).

Table 2, attached to this Report, shows the structure of the Board of Directors and the Committees, the number of meetings held during the reported year, their average duration, the actual participation of each member, their role, the number of meetings scheduled for the current year, as well as those already held.

8.0 REMUNERATION OF BOARD DIRECTORS

Based on the proposal of the Nominations and Remuneration Committee, the Board of Directors has defined the Company's remuneration policy, in compliance with the applicable regulations and with Principle 6.P.4 of the Corporate Governance Code. This document defines the guidelines that all the corporate bodies involved must observe in order to determine the remuneration of directors - in particular executive directors and other directors holding special charges - and executives with strategic responsibilities, both at a procedural level (procedure for defining and implementing remuneration policies) and at a substantial level (criteria that must be complied with in the definition of remuneration).

The remuneration policies and procedures are illustrated in the first section of the Report on Remuneration Policy and Remuneration Paid drafted pursuant to art. 123-ter of the Consolidated Law on Finance, which is made available to the public at the Company's registered offices, the eMarket Storage at the address www.emarkestorage.com, as well as on the Company's website(www.servizitaliagroup.com), to which reference should be made in full for any information not contained in this Report.

Note that in compliance with the provisions of article 123-ter, paragraph 6, of the Consolidated Law on Finance [TUF], the next Shareholders' Meeting will be called upon to resolve :

• in a binding manner on the remuneration policy described in the first section of the Report on Remuneration Policy and Remuneration Paid;

• in a non-binding manner on the second section of the Report on Remuneration Policy and Remuneration Paid, which represents the items making up the remuneration of members of the Board of Directors and Statutory Auditors and key management personnel and analytically illustrates the remuneration paid during the year.

Note that at the time of appointment, the members of the Board of Directors, in accordance with the Articles of Association (article 17.10), are entitled, for the duration of their term of office, to a remuneration determined by the Shareholders' Meeting in total terms, in accordance with article 2389, paragraph 3 of the Italian Civil Code. This compensation may also consist of a fixed part and a variable part, the latter commensurate with the achievement of certain objectives. The remuneration of directors holding special charges is established by the Board of Directors, on the proposal of the Nominations and Remuneration Committee and after hearing the opinion of the Board of Statutory Auditors, within the framework of the overall determination made by the Shareholders' Meeting pursuant to article 17.10 of the Articles of Association. The Shareholders' Meeting of 20 April 2018, on the occasion of the appointment of the Board of Directors for the three-year period 2018-2019- 2020, determined the annual remuneration in total terms, for the entire duration of the mandate. The emolument was subsequently divided among the directors by the Board of Directors, on the proposal of the Nominations and Remuneration Committee and after hearing the opinion of the Board of Statutory Auditors. In submitting its proposal, the Nominations and Remuneration Committee noted that the proposal is in line with and consistent with the Company's remuneration policy, as well as being suitable for the correct definition of competitive remuneration levels and for promoting internal fairness and transparency.

It should be noted that the Shareholders' Meeting did not approve share-based incentive plans for directors.

Indemnity for directors in the event of resignation, dismissal or termination of employment following a takeover bid (pursuant to Art. 123-bis, paragraph 1, letter i), TUF)

Pursuant to Article 123-bis, paragraph 1, letter i), of the Consolidated Law on Finance [TUF], it should be noted that at the date of approval of this Report there are no agreements in place between the Company and the current members of the Board of Directors that provide for the payment of indemnities in the event of resignation or dismissal/termination without just cause or if their relationship ends following a takeover bid.

We remind that the Shareholders' Meeting of 20 April 2018 resolved to grant the CEO Enea Righi, in the event of (i) natural expiry of the directorship contract (approval of the 2020 financial statement) without confirmation of his/her position as CEO at the end of the term of office, (ii) revocation without just cause and as well (iii) resignation for just cause, an indemnity for termination of office of an amount that varies according to the time when the relationship is terminated (Euro 400,000.00 in the first year; Euro 500,000.00 in the second year; Euro 700,000.00 in the third year or at the end of the mandate). It should be noted that, as a result of the resignation of the Chief Executive Officer on 7 January 2020, the requirement for payment of the severance indemnity described above has ceased to apply. As promptly disclosed to the market with the press release of 7 January 2020, an agreement was signed by the parties which provides, among other things, for the payment to Mr. Righi of Euro 500,000, without interest of any kind, against the non-competition agreement for 24 months, in compliance with the directorship agreement and the remuneration policy adopted by the Company. For further information, reference should be made to the Report on the remuneration policy and remuneration paid drawn up in accordance with Article 123-ter of the TUF, available at Company's registered office, the eMarket Storage authorised storage mechanism at www.emarkestorage.com and on Company's website www.servizitaliagroup.com.

9.0 CONTROL AND RISK COMMITTEE

In accordance with the provisions of the Code of Conduct, Servizi Italia has set up a Control and Risk Committee ("CRC"). On 20 April 2018, the Board of Directors identified three independent and non-executive directors as

members of the CRC: Romina Guglielmetti (Chairman of CRC), Chiara Mio and Paola Schwizer. At the time of appointment, the Board deemed the knowledge and experience in accounting and financial and/or risk management matters of the members of the committee to be adequate. Following Paola Schwizer's resignation received on 30 April 2020, on 13 May 2020 the Board of Directors appointed the Director Antonio Mastrangelo as member of the CRC.

In accordance with the provisions of the Corporate Governance Code, the Control and Risk Committee collaborates, on a consultative and propositional basis, with the Board of Directors in carrying out periodic checks on the adequacy and effective functioning of the organisational structure relating to the internal control and risk management system.

The Control and Risk Committee, as provided for by art. 8 of the Regulation for Related Party Transactions adopted by the Company ("RPT Regulation"), has also been invested with the functions of the Related Party Transactions Committee ("RPT Committee") and is therefore called upon to express its reasoned opinion on the Company's interest in carrying out transactions with related parties, as well as on the convenience and substantial correctness of the related conditions, and to perform the additional functions assigned to the Committee by the RPT Regulation.

In particular, the Control and Risk Committee, in assisting the Board of Directors:

supports and issues opinions to the Board of Directors in identifying and updating the principles and indications contained in the guidelines of the Internal Control and Risk Management System;
supports and issues opinions to the Board of Directors regarding the assessment of the adequacy of the Internal Control and Risk Management System with respect to the characteristics of the business and the risk profile assumed, as well as its effectiveness, with the aim of ensuring that the main business risks are correctly identified and adequately managed. In this regard, it reports to the Board of Directors at least on a half-yearly basis, as a rule on the occasion of (or prior to) the Board meetings held for the approval of the annual and half-yearly financial reports, on the activities carried out, as well as on the adequacy and effectiveness of the Internal Control and Risk Management System;
after consulting the Manager in charge of drawing up the corporate accounting documents, the Independent Auditors and the Board of Statutory Auditors, it assesses the correct use of accounting standards and their uniformity with regard to the preparation of the consolidated financial statements;
assesses the correctness of the process of preparing the periodic financial and non-financial information, so that it correctly represents the business model, the strategies of the Company, the impact of its activities and the performance achieved; and acknowledges the information provided by the delegated body and the Manager in charge of drawing up the corporate accounting documents concerning the suitability of the periodic financial and non-financial information to correctly represent the business model, the strategies of the Company, the impact of its activities and the performance achieved;
examines the content of periodic non-financial information relevant to the Internal Control and Risk Management System and supports the Board of Directors in describing, in the context of the annual report on corporate governance and ownership structure, the main features of the Internal Control and Risk Management System and the methods of coordination between the various parties involved in the Internal Control and Risk Management System;
it expresses opinions on specific aspects relating to the identification of the main corporate risks and supports the assessments and decisions of the Board of Directors relating to the management of risks deriving from prejudicial facts of which the latter has become aware;
it supports and issues opinions to the Board of Directors concerning the appointment and revocation of the Head of Internal Audit, the definition of his remuneration in line with company policies, and the verification that he has adequate resources to carry out his responsibilities;
supports and issues opinions to the Board of Directors in approving the work plan prepared by the Head of Internal Audit;

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examines the periodic reports and those of particular importance prepared by the Internal Audit department;
monitors the autonomy, adequacy, effectiveness and efficiency of the Internal Audit function;
may entrust the Internal Audit function with the task of carrying out checks on specific operational areas, simultaneously notifying the Chairman of the Board of Statutory Auditors;
supports the Board of Directors in assessing the results set out by the auditor in the letter of suggestions, if any, and in the supplementary report addressed to the Board of Statutory Auditors;
discusses with the Manager in charge of preparing the company's financial reports the results of control activities relating to the corporate risks associated with the activities for which the Manager in charge of preparing the company's financial reports is responsible, as well as the implementation of internal procedures involving the Manager in charge of preparing the company's financial reports;
carries out the tasks that, in compliance with the regulations in force from time to time, are attributed to him pursuant to the procedure for the approval of transactions with related parties;
carries out any additional task assigned by the Board of Directors.

With a view to constantly monitoring the Company's degree of compliance to the regulatory provisions, in order to formulate proposals and suggestions to the Board of Directors, the Control and Risk Committee may:

examine and discuss with management and the Head of Internal Audit the most significant findings, the reasons given and any difficulties encountered in the course of its activities;
meet with management to examine the primary corporate risks identified by the Director in charge of the internal control and risk management system, and the measures adopted by management to prevent, monitor and control such risks.

The Chairman of the Board of Statutory Auditors or another auditor designated by the same Chairman attends the meetings of the CRC.

The CRC may invite to its meetings the reportin Manager responsible for preparing the company's financial reports, the Director of Organisation, the Internal Auditor, members of the Company's independent auditors, other members of the Board or the structure, or other persons whose participation is deemed useful, with reference to individual items on the agenda. The participation of these persons in the meetings of the committee during the relevant financial year, including the Chairman of the Board of Statutory Auditors or another designated auditor, was therefore at the invitation of the CRC itself and on individual items on the agenda.

Furthermore, CRC meetings were duly recorded in minutes and the Chairman of the Committee has duly and promptly informed the Board of Directors.

During the Financial year, the Control and Risk Committee has, specifically:

expressed a favourable opinion on the approval of the Impairment Test Procedure by the Board of Directors;
took note of the annual report of the Personal Data Protection Committee and the status of remediation actions implemented by the Company following the cyber incident, which did not impact the activities (and related timing) of preparing the 2019 Annual Report;
expressed a favourable opinion, with regard to the parts for which it is responsible, on the approval of the Report on Corporate Governance and the Company's ownership structure for the 2019 financial year by the Board of Directors, noting that the corporate governance system adopted by the Company complies, inter alia, with the provisions of the Italian Civil Code, the TUF and the Corporate Governance Code;
expressed a favourable opinion on the approval of the consolidated declaration of a non-financial nature, i.e. "The Sustainability Report of the Servizi Italia Group" (the "Non-Financial Declaration 2019") drafted in compliance with D.Lgs. 245/16 and according to "G4 Sustainability Reporting Guidelines" published in 2013 by the Global Reporting Initiative and indications given by CE Guidelines CE2017/C215/01;

noted the activities relating to the preparation of the Sustainability Plan of Servizi Italia Group 2020- 2023 and the consolidated non-financial statement: Sustainability Report 2020;
approved the report prepared by the Committee in compliance with the application Criterion 7.C.2., letter f), of the Corporate Governance Code and art. 3 of the Regulation, in order to provide the Board of Directors with information on the activities carried out and the adequacy of the System of internal controls and risk management;
expressed a favorable opinion on Company's 2020 plan of audit activities and also expressed a favorable opinion on its approval by the Board of Directors;
taken favourable note of the periodic Internal Auditor reports and of the overall suitability of the System of Internal Controls and risk management, expressing a positive opinion on its overall suitability;
assessed the correct use of the accounting standards and their uniformity for the purposes of preparing the consolidated financial statements and half-year financial reports, following the findings of the representative of the Independent Auditors, having consulted with the Board of Statutory Auditors and the Financial Reporting Manager;
having acknowledged the activities carried out and in progress regarding the work plan adopted for the audit of the financial statements of Servizi Italia S.p.A. and the consolidated financial statements of the Servizi Italia Group as at 31 December 2020;
having acknowledged the activities carried out by the Internal Auditor and the Manager in charge in the second half of 2020;
having taken note of the activities undertaken by the Supervisory Body during the reference financial year, concerning, among other things, specific audit activities, and information relating to relevant facts pursuant to Legislative Decree no. 231/2001;
noted the activities implemented by the Company in order to obtain UNI ISO 37001:2016 certification;
as RPT Committee, it examined (i) jointly with CNR, the agreement with the resigning Managing Director Enea Righi, a related party of the Company, expressing a favourable opinion on its signing; (ii) a transaction of lesser importance related party in relation to which it expressed its favourable opinion; (iii) a summary of ordinary and standard transactions carried out by Servizi Italia with related parties, promoting in-depth analysis of this issue, with the support of an independent expert, in view of best practices and regulatory updates to be implemented by the Company by the second half of 2021; (iv) the conditions for exemption pursuant to art. (iv) the conditions for exemption set out in art. 13, paragraph 3, letter (c) of the Consob Related Parties Regulation and art. 7, paragraph 1(ii) of the RPT Regulation, deemed to exist, with reference to a transaction of greater importance with a related party.

For the performance of its duties, the CRC is provided with an annual budget of Euro 20,000.00, with the specification that this limit does not apply with reference to the functions of the Committee in relation to transactions with related parties of Major importance.

Table 2, attached to this Report, shows the structure of the Board of Directors and the committees, the number of meetings held in 2020, their average duration, the actual participation of each member, their role, the number of meetings scheduled for the current year, as well as those already held.

10.0 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

Foreward - Information on risk management

The Group has developed a model based on the integration of risk management and internal control systems and their adequacy.

The model adopted by the Company is aimed at ensuring the continuity of the organisation and the adequacy of its processes, activities and services in terms of:

a. Business Objectives:

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achievement of the objectives set out in the definition of corporate strategies;
effective and efficient use of the organisation's resources;
b. Governance Objectives:
- ensure the consistency, accuracy, reliability and timeliness of financial reporting;
- safeguarding the company's assets;
- compliance with laws, regulations, contracts, ethical and company rules;
- protection of ethical and social responsibilities.

The Company's internal control and risk management system is structured on three levels:

1. first level: the operating structures identify, evaluate, monitor, mitigate and report risks deriving from ordinary business activities, ensuring the correctness of operations in accordance with the limits and objectives assigned;
1. second level: the Director in charge of the internal control system is responsible for monitoring all types of risk and clearly representing the company's risk management policy to the Control and Risk Committee and Board of Directors;
1. third level. Internal Auditing, which reports directly to the Board of Directors, assesses the suitability of the overall internal control and risk management system to ensure the effectiveness and efficiency of processes, the safeguarding of company assets, the reliability and integrity of accounting and management information, compliance with internal and external regulations and management instructions.

In order to carry out its activities, Internal Auditing submits an activity plan to the Board of Directors, in which the planned auditing activities are represented in line with the risks associated with the activities aimed at achieving the company's objectives.

The results of the activities carried out, on a half-yearly basis, are brought to the attention of the Board of Directors and the Board of Statutory Auditors, after examination by the Control and Risk Committee; the critical elements found during the verification are, on the other hand, promptly reported to the competent company structures for the implementation of any improvement action needed.

Servizi Italia Group, aware of its mission and corporate policy, aims to correctly control risks identified in all its activities, a primary condition for maintaining a relationship of trust with stakeholders, and ensuring the company's sustainability over time.

The risk control process, common to all the control functions, in line with the best practices in question, in particular according to the principles of the new COSO-ERM framework (Committee of Sponsoring Organizations of the Treadway Commission) - (Enterprice Risk Management), is divided into the following phases:

1. governance and risk culture;
1. strategy and definition of objectives for risk management;
1. risk analysis;
1. information, communication and reporting for risks;
1. monitoring the performance of the risk management model.

The Board of Directors, supported by the Control and Risk Committee as specified in paragraph 9.0 of this Report, through the Director in charge of the internal control and risk management system and the Head of Internal Audit, plans, organises and directs the execution of initiatives capable of ensuring the achievement of corporate objectives through the periodic review of its objectives, the modification of processes in relation to changes in the internal and external environment of the Company, the promotion and maintenance, within the Company, of a culture and climate favourably oriented towards Risk Management.

The different types of risk are defined in the Group's Risk Policy, which is updated at least once a year. The Risk Policy represents the Group's Risk Appetite Framework (hereinafter, in brief, also "RAF"), i.e., the key instrument with which the Board of Directors defines the propensity to risk, tolerance thresholds, sustainable risk limits, risk governance policies and the framework of related organisational processes.

Within the scope of the RAF, the Risk Policy and, therefore, the internal body of regulations on risk management, aspects linked to the management of social, environmental, economic and governance risks are also considered.

In order to minimize the various types of risk to which it is exposed, the Group has adopted control methods and time scales that allow corporate management to monitor risks and inform the Director in charge of the internal control system and (also through him) the Board of Directors accordingly. Without prejudice to the principle of continuous monitoring and taking into account the characteristics of the activities carried out by Group companies, the review of the risk analysis shows that, through the application of the planned organisational and management actions, the Company has obtained the desired mitigation on the main risks identified in the operational, financial, strategic and compliance areas, implementing and documenting the control points within company procedures.

With regard to its foreign subsidiaries, the Company has taken organisational steps to implement the current configuration dedicated to internal controls, both by drawing on internal resources and through external professionals/specialists, guaranteeing their professionalism and independence. This was done in order to increase third level on-site supervision and monitoring, in relation to the risk issues already identified and monitored by the Parent Company. Further development and integration with current internal control processes was deemed necessary in view of the assessment of the risk connected with the prolongation of the health emergency.

Main features of the existing risk management and internal control systems in relation to the financial reporting process pursuant to Article 123-bis, paragraph 2, letter b) of the Consolidated Law on Finance

In relation to financial reporting, the Enterprise Risk Management process is closely linked to the strategic planning process, with the aim of associating the Group's overall risk profile with prospective profitability resulting from the planning/budget document. For this reason, the Internal Control System has been set up in terms of the sizing of analysis, risk assessment, roles and responsibilities, with particular attention paid to the Strategic Planning process, budgeting process, Control and reporting processes and technical-accounting tools (Multi-year plans, budgets, reporting, performance indicators, performance analysis: dimensions, critical success factors, KPIs).

For the control system, the control environment, risk assessments, control activities, information/communications and monitoring were considered as structural elements.

All control activities have been implemented:

at a process level, with the aim of monitoring the performance of operational activities, identifying, assessing and preventing any risks by constantly measuring the effectiveness of the internal control system adopted;
at a general level, mainly with reference to information technology and its correct application in the management, technical-accounting and organisational fields, in compliance with the rules and control structures identified for the activities for which it is responsible.

The Director in charge of the internal control and risk management system, and the Financial Reporting Manager are the main guarantors of this model.

As part of its risk management activities, during the meetings held to approve the periodic and additional financial reports, the Board of Directors verifies the Group's exposure to the risk factors characterising the business, which are illustrated and further detailed in the Report on Operations for the Financial year and in the specific notes to the separate and consolidated financial statements.

During the year, the Board, Control and Risk Committee, Board of Statutory Auditors and Head of Internal Auditing assessed the adequacy and effectiveness of the internal control system for financial reporting.

* * *

During the Financial year, and in accordance with application Criterion 7.C.1, letter c) of the Code of Conduct, the Board approved the work plan prepared by the Internal Auditor, after obtaining the favourable opinion of the Control and Risks Committee, Board of Statutory Auditors and Director in charge of the internal control and risk management system.

During the Financial year, and in accordance with application Criterion 7.C.1, letter b) of the Code of Conduct the Board of Directors, after obtaining the opinion of the Control and Risk Committee, positively assessed the adequacy of the internal control and risk management system with respect to the company's characteristics and risk profile assumed, as well as its effectiveness.

Consolidated non-financial statement

For the Financial year, the Company has prepared the Sustainability Report of Gruppo Servizi Italia, which is the consolidated non-financial statement ("NFS"), reporting to the extent necessary to ensure an understanding of the business, its performance, results and impact of the product on issues deemed relevant and provided for in Art. 3 of Legislative Decree No. 254/16 (referred to in art. 4 of the aforementioned Legislative Decree 254/16), in accordance with the reference standards: Global Reporting Initiative (GRI) Sustainability Reporting Standard "Core" option.

10.1 Internal Control and Risk Management Director

In the year of reference, the Director in charge of the internal control and risk management system identified by the Board of Directors was the Managing Director Enea Righi. Following his resignation on 7 January 2020, on 5 March 2020 the Board of Directors appointed the Chairman Roberto Olivi as the interim Director in charge of the internal control and risk management system.

Furthermore, the Board of Directors, with the assistance of the Control and Risk Committee, defines the guidelines of the Internal Control and Risk Management System, periodically examining the main corporate risks identified by the Director in charge of the internal control and risk management system, and assesses at least once a year, the adequacy, effectiveness and effective functioning of the Internal Control and Risk Management System.

More specifically, the Director in charge of the Internal Control and Risk Management System, appointed by the Board of Directors:

identifies the main corporate risks, taking into account the characteristics of the activities carried out by the Company and its subsidiaries, and periodically submits them to the Board of Directors for examination;
executes the Risk Policy adopted by the Company, taking care of planning, implementation and management of the internal control and risk management system, and constantly verifying its adequacy and effectiveness, as well as adapting it to the dynamics of the operating conditions and the legislative and regulatory framework. In particular:
- it identifies the risk factors for the Issuer or the other companies of the Servizi Italia Group, with particular attention to the companies having strategic relevance - without prejudice to the primary responsibility of the Managing Directors of each single company - also in the light of the changes in the internal and external conditions under which they operate, as well as of the management trends, of the deviations from the forecasts and of the legislative and regulatory

framework in force from time to time, including all elements that may be relevant for the sustainable success of the Company and of the Servizi Italia Group

it defines the tasks of the operating units dedicated to control functions, ensuring that the various activities are managed effectively and impartially by qualified personnel and consultants with specific experience and knowledge. In this context, areas of potential conflict of interest must be identified and minimized;
it establishes effective channels of communication to ensure that staff and consultants are aware of the policies and procedures relating to their duties and responsibilities;
it defines information flows aimed at ensuring full knowledge and governance of corporate events;
proposes to the Board of Directors, while informing the Control and Risk Committee, the appointment, revocation and remuneration of the Head of Internal Audit and ensures his independence and operational autonomy from any operational manager, verifying that he/she is provided with adequate resources for performing his/her activities;
submits to the Board of Directors the annual work plan prepared by the Head of Internal Audit, after hearing the opinion of the Control and Risk Committee and consulting the Board of Statutory Auditors;
may entrust the Internal Audit department with the task of carrying out checks on specific operational areas and on compliance with internal rules and procedures in the execution of company transactions, simultaneously notifying the Chairman of the Board of Directors, the Chairman of the Control and Risk Committee and the Chairman of the Board of Statutory Auditors;
promptly reports to the Control and Risk Committee on problems and critical issues that have emerged during the performance of its activities or of which it has become aware, so that the Control and Risk Committee can take the appropriate initiatives.

Throughout the year, the Director in charge of the Internal Audit and Risk Management System, as part of the responsibility given to him/her by the Board of Directors, i.e. to supervise the functionality of the Internal Audit and Risk Management System:

took care of the identification of the main corporate risks, having taken into account the characteristics of the activities carried out by the Issuer and its subsidiaries, and submitted them to the Board's review;
implemented the policies identified by the Board, by designing, implementing and managing the internal audit and risk management system and by constantly assessing its suitability and effectiveness with the support of the Internal Audit function;
adapted this system to the dynamics of the operating conditions and the legislative and regulatory framework with the support of Internal Audit.

10.2 Head of the Internal Audit function

On 8 August 2018, on the proposal of the Director in charge of the Internal Control and Risk Management system, subject to the favourable opinion of the Control and Risk Committee and after consulting the Board of Statutory Auditors, according to Principle 7.P.3 lett. b) of the Code of Conduct, the Board of Directors reconfirmed the appointment of Antonio Ciriello, previously confirmed on 28 June 2007, as Head of the Internal Audit function, in charge of verifying that the Internal Control and Risk Management System is functioning and adequate, defining remuneration in line with company policies and ensuring that he has adequate resources to carry out his responsibilities. The Board of Directors also approved the document "Global Policy: the Group's Internal Auditing Mandate", which sets out the principles and rules defining its mission, area of competence, independence, responsibilities and the authority of the Internal Auditing function within the Group. The document is consistent with the mission of the Internal Audit function and with the binding elements of the

International Professional Practices Framework (the fundamental principles for the professional practice of internal auditing), as well as with the Code of Ethics, and international internal auditing standards.

The Internal Auditor, who has suitable professional requirements, is not responsible for any operational area and reports hierarchically to the Board of Directors.

In particular, the Internal Auditor:

verifies, both on an ongoing basis and in relation to specific needs and in compliance with international standards, the operation and suitability of the Internal Control and Risk Management System, through an audit plan approved by the Board of Directors, based on a structured process of analysis and prioritisation of the main risks;
assists the Director in charge of the Internal Control and Risk Management System in the design, management and monitoring of the Internal Control and Risk Management System and in the identification of the various risk factors, including all the elements that may be relevant to the sustainable success of the Company and the Servizi Italia Group;
plans and carries out in line with the annual work plan direct and specific control activities within the Issuer and the companies of the Servizi Italia Group, with special regard to the companies having strategic importance, in order to identify any shortcomings in the Internal Audit and Risk Management System in the various risk areas;
within the audit plan, verifies the reliability of information systems, including the accounting detection systems;
verifies that rules and procedures of the control processes are complied with and that all subjects involved operate in compliance with the predefined objectives; it verifies that the procedures adopted by the Issuer ensure compliance, in particular, with the provisions of law and regulations in force;
verifies the operation and suitability of the Internal Control and Risk Management System, both on a continuous basis and in relation to specific needs and in compliance with international standards, through an audit plan approved by the Board of Directors, based on a structured process of analysis and identification of the priorities of the main risks;
ascertains, with the methods deemed most appropriate, that the anomalies found in controls' operation and functioning have been removed;
keeps all the documentation relating to the activities carried out; that documentation can be consulted at any time by the Chairman of the Board of Directors, by the Director in charge of the Internal Control and Risk Management System, by the Control and Risk Committee - through its Chairman - and by the Board of Statutory Auditors;
drafts periodic report containing adequate information on its activities, on the methods with which risk management is carried out and on compliance with the plans defined for their containment. The periodic reports contain an assessment of the suitability of the Internal Control and Risk Management System as well;
prepares timely reports on particularly significant events also in case of request coming from the Board of Statutory Auditors,
sends the above-mentioned reports to the Chairmen of the Board of Statutory Auditors, the Control and Risk Committee, the Board of Directors, the Supervisory Board, as well as to the Director in charge of the Internal Control and Risk Management System and, where appropriate, to the Manager Responsible for preparing Company's financial reports, except in cases where the subject of these reports specifically concerns the activities of these parties;

at least twice a year, in time to allow the Control and Risk Committee and the Board of Directors, as well as the Director in charge of the Internal Control and Risk Management System, to carry out their respective duties during (or prior to) the Board meetings held to approve the annual and half-yearly financial reports, prepares a half-yearly summary of the main findings that emerged during the six months in question and throughout the year;
it provides valuable support to the Board of Statutory Auditors in fulfilling its responsibilities in terms of supervising compliance with the law, respect for the principles of proper administration, the adequacy of the organizational, administrative and accounting structure and the Internal Control and Risk Management System, as well as the adequacy of the instructions given to the subsidiaries pursuant to art. 114, paragraph 2 of the Consolidated Law on Finance;
-supports the Supervisory Body in fulfilling its responsibilities in terms of assessing the effectiveness of the Organizational Model pursuant to Legislative Decree 231/01;
it supports the Manager in charge of preparing the Company's financial reports in planning and implementing the procedural system needed for the purposes of certification and truthfulness, and also ensures, with regard to the audits carried out in the areas of interest to the Manager in charge of preparing the company's financial reports, a suitable and direct flow of information on the functioning of the controls relating to administrative and accounting processes;
periodically reports to the Board of Directors, the Control and Risk Committee, the Board of Statutory Auditors and the Supervisory Body on its work and, in the event of particularly significant events, prepares timely reports.

In particular, during the year under analysis, the Head of Internal Audit has:

1. verified the operation and suitability of the Internal Control and Risk Management system on an ongoing basis and in compliance with international standards;
1. prepared periodic reports containing information on its activities, on the manner in which risk management is conducted, as well as on compliance with the plans defined for their containment, and assessed the suitability of the Internal Control and Risk Management system, reporting on events of special importance; these were then sent to the Director in charge of the Internal Control and Risk Management system, as well as to the Chairmen of the Control and Risk Committee, the Board of Directors and Board of Statutory Auditors;
1. had access to all information necessary for the performance of his duties;
1. verified, within the framework of the 2019 audit plan, the reliability of information systems, including the accounting detection systems, both in terms of infrastructure management and application management, with the support of a qualified third party supplier.

In accordance with the 2020 audit plan, audits conducted by the Internal Auditor have included, among other things:

procedural activities relating to the closure of accounts fast close for the purposes of drawing up the financial statements for the period;
operational and compliance activities for the adequacy of the internal control system;
the review of risk analysis for risk reporting purposes.

A budget of Euro 20,000.00 is made available to the Head of Internal Audit, with the obligation to report, and the possibility of requesting additional resources from the Board of Directors for special needs.

10.3 Organisational model pursuant to Legislative Decree No. 231/2001

The Company has adopted an Organisational, Management and Control model pursuant to Legislative Decree No. 231/2001. This Model, together with the Code of Ethics, is available and can be consulted on the company's website: www.servizitaliagroup.com – Corporate Governance section, for what concerns the Model and Sustainability section for what concerns the Code of Ethics. .

In compliance with the terms prescribed by article 2.2.3, paragraph 3, letter l), of the Regulations for markets organised and managed by the Italian Stock Exchange [Borsa Italiana], the Company's Board of Directors has approved its own "Organisation, Management and Control Model", pursuant to article 6 of the Legislative Decree No. 231/2001, as subsequently amended ("Model"). The Model was drawn up on the basis of the guidelines issued by Confindustria and in compliance with the guidelines of the relevant jurisprudence.

The Model provides for a series of rules of conduct, procedures and control activities aimed at preventing the occurrence of the offences expressly listed in Legislative Decree No. 231/2001. In addition, a disciplinary system has been introduced to be applied in cases of violation of the Model.

The Board of Directors has also set up a Supervisory Body ("SB") with the functions identified in Article 6, paragraph 1, letter b) of Legislative Decree No. 231/2001, i.e. with supervisory and control functions with regard to the functioning, effectiveness, adequacy and observance of the aforementioned Model. In carrying out its duties, the Supervisory Board avails itself not only of its own structure, but also of the support of Servizi Italia S.p.A. corporate functions and external consultants.

The Supervisory Board has a collegial structure and is composed of individuals with proven experience, who fill the requirements of autonomy, independence, integrity, professionalism, continuity of action, and possess specific skills in terms of inspection and consulting activities.

The members of the Supervisory Board hold office for three years and can be re-appointed. They can only be revoked for just cause.

Position	Components	in office from	In office until
President of the SB	Veronica Camellini Attorney specialising in corporate issues and implementation and verification of the System of Internal Controls and Corporate Risks	2 Feb. 2019	2 Feb. 2022
Member of the SB	Laura Verzellesi Accountant specialising in administrative, accounting and tax matters	2 Feb. 2019	2 Feb. 2022
Member of the SB	Francesco Magrini Attorney with specific expertise in the administrative responsibility of entities	2 Feb. 2019	2 Feb. 2022

As of the Report's Reference date, the members of the Supervisory Board are as follows:

On an annual basis, the SB sends a report to the Board of Directors on the implementation and real knowledge and awareness of the Organisation, Management and Control Model within each company department. With reference to the financial resources assigned to the Supervisory Board, it should be noted that it did not use the budget at its disposal, having involved the heads of the company departments concerned, in the audits, as well as Legal Affairs, Corporate Affairs, Internal Audit and the Director of Organisation and Systems departments.

It should be noted that, during the Financial year, the Supervisory Board met 6 (six) times, including joint meetings with the Board of Statutory Auditors and the Company's Control and Risk Committee, in order to exchange information on control activities conducted.

With regard to the updating of the Model, during the current financial year, the Supervisory Board proposed to the Board of Directors some amendments, who approved them on 18 December 2020. The amendments consisted in regulatory adjustments relating to the underlying offences, as well as changes aimed at simplifying

the structure of the general and special parts of the Model, making it easier to update and enhancing the synergy with existing management systems. The Model is published on the Company's website and communicated to all staff.

Finally, as part of the activities aimed at implementing the Model, on the same date the Board of Directors approved an update to Servizi Italia's Code of Ethics, which is an annex to the Model.

10.4 Statutory auditing firm

On 22 April 2015, the Shareholders' Meeting approved by a majority vote the proposal of the Board of Statutory Auditors to appoint Deloitte & Touche S.p.A. to audit the separate and consolidated financial statements of Servizi Italia S.p.A. for the years 2015-2023.

The mandate will expire with the approval of the financial statements as at 31 December 2023.

10.5 Financial Reporting Manager responsible for preparing the company's financial reports and other company roles and functions

Pursuant to Art. 154-bis of the Consolidated Law on Finance, in its meeting of 20 April 2018 the Issuer's Board of Directors reconfirmed the appointment of Ilaria Eugeniani, previously confirmed on 28 June 2007, as Financial Reporting Manager responsible for preparing the company's financial reports, until the expiry of the mandate of the current Board of Directors.

On 28 April 2020, the Board of Directors appointed Angelo Minotta, Financial Director, as the Manager responsible for preparing Company's financial reports. The role was effective starting from 29 April 2020, in view of the additional positions of Vice-Chairman of the Board of Directors and member of the Executive Committee assigned to Ilaria Eugeniani, who retains the role of CFO of the Company.

The role of Financial Reporting Manager responsible for preparing the company's financial reports is intended to strengthen the system of internal controls in relation to the financial reporting of listed companies. One of the main duties assigned to the Financial Reporting Manager is, in fact, also the important responsibility of contributing to ensuring the reliability of financial information.

With reference to the professionalism requirements, the Financial Reporting Manager in charge appointed by the Company has proven experience in accounting and finance, and meets the requirements of integrity established for the members of the control bodies by Article 148, paragraph 4 of the Consolidated Law on Finance, in compliance with the provisions of Article 24 of the Articles of Association.

For the entire duration of her term of office, the Financial Reporting Manager has been granted wide ranging powers directly and/or indirectly related to the performance of assigned duties, including, by way of example and without this implying any limitation to the generality of the foregoing, the power to access any type of information and/or document concerning the Company and/or companies included in the scope of consolidation, deemed relevant and/or appropriate for the performance of duties assigned by law; prepare the Company's financial statements in compliance with current legislation, ensuring reliability and compliance with the reality of all data; sign reports prepared following inspections by public officials for checks and controls of any kind, issuing related declarations. The Financial Reporting Manager responsible for preparing the company's financial reports has an annual budget of € 50,000.00 for the performance of her duties.

10.6 Coordination between persons involved in the internal control and risk management system

In compliance with Principle 7. P.3 of the Code of Conduct, and the best practices of listed companies, the Company has provided for methods of coordination between the various bodies involved in the Internal Control and Risk Management system.

In particular, meetings are periodically held jointly between the various bodies responsible for internal control and risk management in order to identify, on the basis of the business processes identified in the audit plan prepared by the Head of the Internal Audit function, those areas of intervention and analysis specific to each body, and to identify, for each of them and taking into account their respective responsibilities, different

viewpoints for examining the same issues, in order to avoid overlapping functions and/or duplication of activities, while implementing a unitary compliance system within the Company and the Group.

In Servizi Italia, the Head of Internal Audit and the Organisation and Systems Director are also responsible for promoting coordination between the various parties involved in the Internal Control and Risk Management System (Board of Directors, Director in charge of the Internal Control and Risk Management System, Control and Risk Committee, Head of the Internal Audit function, Financial Reporting Manager in charge of preparing the company's financial reports, Board of Statutory Auditors, Supervisory Body and other company roles and functions with specific tasks in relation to internal control and risk management).

During the Financial year, special meetings were held between:

Director in charge of the Internal Control and Risk Management System, Financial Reporting Manager in charge of preparing the company's financial reports, Head of Internal Audit and Organisation and Systems Director;
Board of Statutory Auditors, Control and Risk Committee, Supervisory Body, Financial Reporting Manager responsible for preparing the company's financial reports, Independent Auditors, Head of Internal Audit and Organisation and Systems Director.

Subsequently, depending on the issues dealt with, the Board of Directors is informed through the Director in charge of the internal control and risk management system, the Financial Reporting Manager responsible for preparing the company's financial reports, the Head of the Internal Audit function, the Chairman of the Board of Statutory Auditors, the Chairman of the Control and Risks Committee, the Chairman of the Supervisory Board and the attorneys/delegates.

11.0 INTERESTS OF ADMINISTRATORS AND OPERATIONS WITH RELATED PARTIES

On 14 November 2018, the Board of Directors approved an updated version of the Regulation for transactions with related parties, subject to the favourable opinion of the Committee for Transactions with Related Parties, which can be consulted on the Company's website, in the Corporate Governance, Documentation section. This regulation is aimed at ensuring effective transparency and compliance with the criteria of substantial and procedural fairness in the execution of transactions with related parties, in compliance with the provisions of current legislation and, in particular, the Consob Related Parties Regulation.

Furthermore, pursuant to the adopted Regulation, if transactions with related parties involve the interests of one of the Company's directors, the CEO placed in the situation referred to in article 2391 of the Italian Civil Code may not adopt decisions approving the transaction, even if the latter falls within the CEO's delegated powers, and as soon as he/she is informed he/she must inform the Board of Directors, in the person of its Chairman, of both the transaction and his/her interest in it as soon as possible. Each director is required to provide similar information when a transaction, for whatever reason, is subject to a resolution by a collective management body of which he/she is a member or to a resolution of the Board. In the latter case, a director who has an interest of his/her own involved in a related party transaction must notify the Board of Directors and the Board of Statutory Auditors, specifying the nature, terms, origin and scope.

Finally, it should be noted that, as a result of the adoption by the Supervisory Authority of resolution no. 21624 of 10 December 2020 adjusting the Related Parties Regulation to SHRD2 and the national transposition provisions contained in Legislative Decree no. 49/2019, which will come into force and must be applied as of 1 July 2021, the Company has started work on adjusting the Related Parties Regulation.

12.0 APPOINTMENT OF STATUTORY AUDITORS

The Board of Statutory Auditors is made up of three standing members and two alternate members, whether shareholders or not, and is appointed by the Ordinary Shareholders' Meeting, which determines their annual

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remuneration for the entire duration of their term of office. Statutory Auditors are entitled to reimbursement of expenses incurred in the performance of their duties and may be re-elected. At least one Statutory Auditor and one Alternate Auditor must belong to the least represented gender on the Board of Statutory Auditors; in any case, the composition of the Board of Statutory Auditors must ensure gender balance in accordance with laws, including regulations, in force from time to time.

On this point, it should be noted that Law no. 160 of 27 December 2019 ("Budget Law 2020") amended the criteria relating to the gender balance in administrative and control bodies of listed companies (introduced by Law no. 120), providing that the quota to be reserved for the less represented gender within the administration and control bodies is equal to "at least two-fifths" and establishing that this criterion shall apply for six consecutive terms "starting from the first renewal of the administration and control bodies of companies listed on regulated markets following the date of entry into force of this law", which occurred on 1 January 2020. Consob, in its Communication no. 1/20 of 30 January 2020, also clarified that, in the event that corporate bodies are made up of three members (as is typically the case for supervisory bodies), since it is in fact impossible, from an arithmetic point of view, to ensure the presence of at least two fifths of both genders in these bodies, the criterion of rounding up to the higher unit is inapplicable. Consequently, the provision set out in art. 144-undecies.1, paragraph 3 of the Issuers' Regulation was integrated by providing that, for corporate bodies made up of three members, the criterion of rounding down to the nearest whole number (i.e. one member out of three) is applied.

Without prejudice to situations of incompatibility envisaged by current legislation, those who already hold the office of member of the Board of Statutory Auditors in five issuing companies in accordance with current legislative and regulatory provisions, except for different limits established by current legislation, may not take the office of auditor and, if elected, shall forfeit their office.

Attributes, duties and duration are those established by law. The members of the Board of Statutory Auditors are chosen from among those who meet the requirements of integrity, professionalism and independence required by law and regulatory provisions. In particular, for the purposes of the provisions of article 1, paragraph 2, letters b) and c) of Decree No. 162 of the Ministry of Justice of 30 March 2000, the matters and sectors closely related to the Company's activities are considered to be those listed in article 2 of the Articles of Association. If the requirements are not met, the office is forfeited.

Statutory Auditors are appointed on the basis of lists presented by the shareholders according to the procedures described below and, in any case, in compliance with regulations in force on a case by case basis. The candidates on each list are listed by a sequential number. The lists are made up of two sections: one for candidates for the office of standing auditor, the other for candidates for the office of alternate auditor. Each section containing at least here candidates must contain at least one male candidate and one female candidate; and in any case, it must be composed in such a way that the gender balance within the Board of Statutory Auditors is ensured in accordance with the legislation, including regulations, in force from time to time; candidates must be included in the list alternately by gender (one male, one female or vice versa, and so on).

Only shareholders who, alone or together with others, represent at least 2.5% (two point five per cent) of the Company's share capital or a different measure established by Consob 2 in implementation of current provisions, are entitled to submit lists.

Each shareholder, shareholders who are parties to the same shareholders' agreement pursuant to article 122 of the Consolidated Law on Finance, subsidiaries and those subject to joint control pursuant to article 93 of the Consolidated Law on Finance, even if they act through a third party or trust company, may submit, or take part in submitting, and vote for, only one list. No list may be used to approve or vote in favour of any candidate in violation of this prohibition. Each candidate may appear on only one list under penalty of ineligibility.

Servizi Italia S.p.A. - Report on corporate governance and ownership structure - Financial year 2020 Page 42 of 61 ² Amount determined by Consob with Executive Decision No. 44 of 29 January 2021: 2.5%

Without prejudice to the application of a different legal disposition, the lists presented must be deposited at the Company's registered offices, including by means of remote communication that allows the identification of those presenting the list, no later than the twenty-fifth day prior to the date set for the first call of the Shareholders' Meeting, and made available to the public at the Company's registered offices, on the website and in other ways provided for by Consob regulations at least twenty-one days prior to the date of the Shareholders' Meeting.

Together with each list, the following must be deposited at the Company's registered offices within the terms indicated above:

a copy of the certificates issued in accordance with the law by the authorised intermediaries;
CV concerning personal and professional skills of each candidate, indicating administrative and control positions held in other companies;
statements in which the individual candidates accept their candidacy and certify, under their own responsibility, that there are no grounds for ineligibility or incompatibility, including with reference to the number of offices referred to in the second paragraph of this article, and that they meet the regulatory and statutory requirements for the respective offices.

In addition to the above, if a list is presented by shareholders other than those who hold, even jointly, a controlling interest or a relative majority in the Company's share capital, the list must be accompanied by a declaration from the shareholders presenting it, attesting to the absence of any relationship with one or more reference shareholders, as defined by current legislation. The call notification must specify the shareholding for the presentation of the lists and may provide for the deposit of any further documentation.

A list for which the above provisions are not observed shall be considered as not having been submitted.

The election of the members of the Board of Statutory Auditors shall be carried out as follows:

two standing auditors and one alternate auditor are taken from the list that obtained the highest number of votes from shareholders at the Shareholders' Meeting, on the basis of the progressive order in which they are listed in the sections of the list;
from the list that obtained the second highest number of votes from shareholders at the Shareholders' Meeting and that is not connected, even indirectly, in accordance with the provisions of current legislation and regulations, with the shareholders who submitted or voted for the list that received the highest number of votes, the remaining standing member, who shall chair the Board of Statutory Auditors, and the other alternate member shall be drawn, on the basis of the progressive order in which they are listed in the sections of the list.

If the composition of the Board of Statutory Auditors is not ensured by the methods indicated above, in compliance with gender balance stated by article 20.1 of the Articles of Association, the necessary replacements of candidates on the list that obtained the highest number of votes, according to the progressive order in which the candidates are listed. If this procedure does not allow compliance with the regulations in force from time to time on the subject of gender balance within the Board of Statutory Auditors, the Shareholders' Meeting shall provide for the necessary replacements by a resolution adopted with the majority required by law.

In the event of a tie, the Shareholders' Meeting shall proceed to a new vote, putting to the vote only the first two lists. The same rule shall apply in the event of a tie between the lists that are second in number of votes and that are not connected, even indirectly, in accordance with the provisions of current legislation and regulations, with the shareholders who have submitted, contributed to the submission of, or voted for the list that was first in number. In the event of further parity between lists, the list presented by the shareholders with the largest shareholding or, alternatively, the list presented by the largest number of shareholders shall prevail.

In the event of the termination of a Standing Auditor, the Alternate Auditor belonging to the same list as the terminated Auditor takes over. This replacement will take place by ensuring, where possible, the presence among the standing members of the Board of Statutory Auditors of an auditor belonging to the least represented gender, in compliance with the provisions of art. 20.1 of the Articles of Association. If this is not possible, the Shareholders' Meeting must be convened promptly to ensure compliance with this composition criterion.

The Shareholders' Meeting, called upon to reinstate the Board of Statutory Auditors, will take steps in accordance with the law, in compliance with the principle of necessary representation of minority shareholders and the gender balance provided for in Article 20.1 of the Articles of Association.

If the statutory and regulatory requirements are no longer met, the Auditor's term of office shall expire.

If only one list is submitted or if no list is submitted, the Shareholders' Meeting resolves with the majorities required by law and in compliance with gender balance principles stated by article 20.1 of the Articles of Association.

13.0 COMPOSITION AND FUNCTIONING OF THE BOARD OF AUDITORS (pursuant to Art. 123-bis, par. 2, letter d), TUF)

Table 3 attached to this Report shows the structure of the Board of Statutory Auditors, the number of meetings held in during the year under analysis, their average duration and the actual participation of each member in the meetings held during the year.

The Board of Statutory Auditors of Servizi Italia S.p.A., in office up to 28 April 2020 was composed as follows:

BOARD OF AUDITORS
Name	Position
Name	Position
Gianfranco Milanesi	Chairman of the Board of Statutory Auditors*
Anna Maria Fellegara	Standing Auditor*
Simone Caprari	Standing Auditor*
Chiara Ferretti	Alternate Auditor*
Paolo Alberini	Alternate Auditor*

* Belonging to the Majority List

All statutory auditors were drawn from the only list duly submitted within the terms of the law by the Majority Shareholder Aurum S.p.A. , owner, as of 22 March 2017, of 17,846,193 ordinary shares of Servizi Italia S.p.A., equal to 56.10% of the share capital.

The result of the vote on 20 April 2017 was:

List	No. of shares	%
Majority Shareholder List Aurum S.p.A.	22,818,959	71.736413
Against	-	-
Abstaining	-	-
Non-voting	-	-
Total shares for which a vote was cast	22,818,959	100

The Board of Statutory Auditors of Servizi Italia S.p.A., appointed on 28 April 2020 and in office until the date of the Shareholders' Meeting called to approve the Financial Statements as at 31 December 2022, is made up as follows:

BOARD OF AUDITORS
Name	Position
Roberto Cassader	Chairman of the Board of Statutory Auditors*
Gianfranco Milanesi	Standing Auditor*
Benedetta Pinna	Standing Auditor*
Davide Barbieri	Alternate Auditor*
Elena Iotti	Alternate Auditor*

* Belonging to the Majority List

On 28 April 2020, at the Shareholders' Meeting, the following lists were submitted:

List no. 1 presented by the Majority Shareholder Aurum S.p.A., holder of 17,601,424 shares equal to 55.3339% of the share capital of Servizi Italia S.p.A.;
List no. 2 submitted by the shareholders Mediolanum International Funds Limited, manager of the Challenge Funds - Challenge Italian Equity fund, and Mediolanum Gestione Fondi SGR S.p.A., manager of the Medioanum Flessibile Futuro Italia fund, holders of a total of 811,000 shares, equal to 2.5495% of the share capital of Servizi Italia S.p.A., who confirmed the absence of any relationship with the majority shareholder;
List no. 3 submitted by the Shareholder Everest S.r.l., holding 1,413,839 shares equal to 4.4447% of the share capital of Servizi Italia S.p.A., which confirmed the absence of any connection with the majority shareholder.

The result of the vote on 20 April 2017 was:

List	No. of shares	%
List no. 1	17,602,239	85.438306
List no. 2	1,586,202	7.699158
List no. 3	1,413,839	6.862537
Against	-	-
Abstaining	-	-
Non-voting	-	-
Total shares for which a vote was cast	20,602,280	100

Therefore, in view of the voting results, two standing auditors (Gianfranco Milanesi and Benedetta Pinna) and one alternate auditor (Elena Iotti) were taken from the list which obtained the highest number of votes at the Shareholders' Meeting, on the base of the order in which they were listed. In accordance with the provisions of current legislation and regulations, from the second most voted list (which was not connected, either directly or indirectly, to the Shareholders who submitted or voted for the list that obtained the highest number of votes)the Chairman (Roberto Cassader) and the other alternate auditor (Davide Barbieri) were taken, according to the order in which they were listed.

Further information on Statutory Auditors' resumés atthe Reference date is provided in the annex to this Report.

Diversity criteria and policies

As implementation of the provisions of art. 123-bis, paragraph 2, letter d-bis) of the TUF, the Board of Statutory Auditors has adopted its own diversity policy in relation to the composition of the Company's control body ("Policy") and it is responsible for the monitoring the results of its implementation, as well as for updating it.

The composition of the Board of Statutory Auditors must comply with the legal and regulatory provisions in force at the time, as well as the requirements indicated by the Company's by-laws and by the Corporate Governance Code of listed companies of Borsa Italiana S.p.A., to which the Company adheres. In addition, the Board of Statutory Auditors hopes that its members will possess the characteristics described in the Policy, so that the

supervisory body can exercise its supervisory duties in the most effective manner, making decisions that can concretely make use of the contribution of a plurality of qualified points of view.

The Policy intends exclusively to guide the candidacies formulated by the Shareholders during the renewal of the entire Board of Statutory Auditors, or to integrate the related composition, ensuring adequate consideration of the benefits that can derive from a harmonious composition of the Board itself, aligned with the criteria of diversity described in the Policy.

Specifically, the Board of Statutory Auditors of Servizi Italia believes that – in addition to integrity, professionalism and independence required by law and recommended by the Corporate Governance Code – an optimal composition must satisfy the following requirements:

(i) the statutory auditors should be by majority legal auditors registered in the specific register;
(ii) the composition of the Board of Statutory Auditors must in any case ensure the balance between genders in compliance with the provisions of the law and the by-laws in force from time to time, in compliance with the gender diversity criterion envisaged by Principle 8.P.2 of the Code Corporate Governance Code;
(iii) to achieve a balance between continuity and renewal requirements in the exercise of supervisory functions, a balanced combination of different seniority would be desirable, as well as -in order to allow a balanced plurality of prospects and experiences - even a balanced one combination of different age groups;
(iv) the Statutory Auditors should possess managerial and/or professional and/or academic and/or institutional profiles such as to create a set of competences and experiences that are different and complementary to each other, so as to facilitate an optimal performance of the supervisory functions required to the Board of Statutory Auditors. In particular:
- a. professional profiles should have acquired skills and experience in positions of responsibility in the context of accredited professional studies or consultancy firms and have carried out their professional activity in economic, accounting, legal, financial, as well as in risk management matters;
- b. academic and/or institutional profiles should possess competences and experiences that, due to their characteristics, can allow an optimal fulfilment of the supervisory functions delegated to the Board of Statutory Auditors;
(v) the international projection of the Group's activities should be taken into consideration, ensuring the presence of at least one standing Statutory Auditor who has acquired adequate experience in the international context. This experience must be assessed on the basis of managerial, professional, academic or institutional activity carried out internationally;
(vi) the Statutory Auditors must, as a whole, be competent in the sectors in which the Servizi Italia Group operates and indicated in the articles of association. To this end, if the Auditors do not have specific competence in these sectors, it is hoped that they could participate in an adequate induction program organized by the Company;
(vii) the Chairman should be a person with authority to ensure adequate coordination of the work of the Board of Statutory Auditors with the activities carried out by the other parties involved in various ways in the governance of the Internal Control and Risk Management system, in order to maximize its efficiency and reduce duplication of activity. Furthermore, the Chairman has the task of creating a spirit of cohesion within the Board of Statutory Auditors to ensure the effective fulfilment of the supervisory functions delegated to this body, representing at the same time, like the other Statutory Auditors, a guarantee figure for all shareholders and stakeholders.

In order for the Servizi Italia Board of Statutory Auditors to carry out its duties in the most effective manner, in addition to the requirements in terms of the diversity indicated above, it is considered essential that all the Statutory Auditors guarantee sufficient time for the diligent performance of their duties, taking into account both the number and quality of the positions held in the administrative and control bodies of other companies (in

compliance with the law), and the commitment required of them by the additional work and professional activities carried out.

It is also recalled that the Shareholders' Meeting on 30 May 219 resolved to adopt the gender diversity criterion referred to in Principle 8.P.2. of the current ConductCode through a specific amendment to art. 20 of the Articles of Association establishing the rule (general and no longer limited to the first three mandates subsequent to 12 August 2012) according to which "at least one standing auditor and one alternate auditor must belong to the gender less represented in the Board of Statutory Auditors".

On 5 March 2020, the Board of Directors resolved to amend Article 20 of the Articles of Association according the aforementioned regulations recently introduced by Article 1, paragraphs 302-304 of the 2020 Budget Law, also taking into account the clarifications offered by Consob in Communication no. 1/20 of 30 January 2020 and following amendment of art. 144-undecies.1 paragraph 3 of the Issuers' Regulation (which confirmed that the criterion of rounding up to the next higher unit applies only to corporate bodies consisting of more than three members, while rounding down is applied to bodies consisting of three members), introducing the general principle that the composition of the Supervisory Body "must in any case ensure gender balance in accordance with the regulations, also regulatory, from time to time in force", thus adopting a flexible criterion that makes the Articles of Association flexible and adequate even in the event of further subsequent amendments to the legislation on gender balance (considering the repeated interventions to the texts of Articles 147-ter, paragraph 1-ter, and 148, paragraph 1-bis, of the TUF made by the legislator in December 2019). It should be noted that the regulatory changes - also in the light of the recent clarifications made by Consob - do not have a significant impact on the rules of composition of the Board of Statutory Auditors, it being confirmed that at least one Statutory Auditor (out of three) and one Alternate Auditor (out of two) must belong to the least represented genderwithin the body (this is in application of the criterion of rounding down to the lower unit for bodies of three members).

* * *

At the first opportunity after their appointment, also according to applicative Criterion 8.C.1 of the Code of Conduct, the Board of Statutory Auditors verified the existence of the independence requirements of its members, communicating the outcome of these checks to the Board of Directors, which informed the market by means of a press release. The criteria of independence taken into consideration are all those established by current legislation, as well as by Art. 3 of the Code of Conduct.

During the Financial year, the Board of Statutory Auditors fulfilled all the obligations provided for by current legislation. In particular, the Board of Statutory Auditors:

verified the continued existence of the independence requirements, as indicated in the Code of Conduct, of its members and forwarded the results of these checks to the Board of Directors; in carrying out these assessments, it also applied all the criteria set out in the Code of Conduct with reference to the independence of directors;
carried out the assessments required by the Code of Conduct;
monitored compliance with the provisions of the Barnier Directive and Legislative Decree No. 254/2016, as well as the adequacy of the organisational, administrative, reporting and control system prepared by the Company in order to allow a correct and complete representation in the consolidated non-financial statement of the company's activities, results and impacts with regard to the non-financial issues referred to in Art. 3, paragraph 1, of Legislative Decree No. 254/2016.

As at the Reference date, the Board of Statutory Auditors has carried out its own self-assessment, based on both quantitative and qualitative elements, assessing, amongst other things, the existence of the independence requirements of its members according to current legislation and the Corporate Governance Code.

The Chairman of the Board of Directors, during the Financial year, ensured that the Statutory Auditors could participate, after their appointment and during their term of office, in initiatives aimed at providing them with adequate knowledge of the business sector in which Servizi Italia operates, of company dynamics and their evolution, as well as of the regulatory framework in question.

In particular, during the year, the Chairman of the Board of Directors oversaw the carrying out of in-depth studies, during the discussion of the items on the agenda of the various meetings of the Board of Directors, aimed at providing an adequate knowledge of the business sector in which the Servizi Italia Group operates, of the competitive positioning, of the principles of correct management of the specific risks connected with the business, company dynamics and their evolution, as well as the regulatory/self-regulatory framework of reference in the countries in which the Group operates -in particular Brazil and Turkey, where some Subsidiaries are based - as well as on the implementation of the Company's anti-corruption and antitrust management system, also with the collaboration of the Group's management and external consultants.

Moreover, a special induction session was held for the members of the Board of Statutory Auditors, aimed at deepening Group's structure, business lines, as well as Company's governance features and organizational model.

Pursuant to applicative Criterion 8.C.4 of the Code of Conduct, the remuneration of the statutory auditors is commensurate with the commitment required, the importance of the role held and the company's size and sectoral specifications.

Pursuant to applicative Criterion 8.C.5 of the Code of Conduct, the Company requires that any auditor who, on his/her own part or on that of third parties, has an interest in a specific transaction must promptly and thoroughly inform the other auditors and the chairman of the Board of Directors of the nature, terms, origins and range of his interests.

Finally, we specify that pursuant to applicative Criterion 8.C.6 and 8.C.7 of the Code of Conduct, in carrying out its activities, the Board of Statutory Auditors was coordinated with the Internal Audit function, along with the Control and Risk Committee, Nominations and Remuneration Committee, Supervisory Body, the Financial Reporting Manager responsible for preparing the company's financial reports and the independent auditors. Coordination was achieved through the exchange of information and with the participation to the meetings of the Chairman of the Board of Statutory Auditors or his delegate.

14.0 RELATIONS WITH SHAREHOLDERS

From the moment of the listing of its shares, the Company has deemed it in its specific interest, and its duty towards the market, to establish a continuous dialogue with its shareholders, in full compliance with current legislation.

As part of the process of compliance with the Corporate Governance Code and in accordance with Principle IV and Recommendation No. 3 thereof, on 19 January 2021, the Board of Directors adopted a Policy for the Management of Dialogue with Shareholders (the "Policy"), formulated by the Investor Relations Manager, in consultation with the Chairman. The Policy governs the methods of engagement and communication with all Company's current and potential shareholders in order, inter alia, to enhance the exchange of information and improve the level of mutual understanding between Company and investors, in compliance in any case with the provisions contained in EU Regulation no. 596/2014 of the European Parliament and of the Council of 16 April 2014 and the related implementing provisions on the management and public disclosure of "inside information" and the provisions of the "Procedure for the internal management and external disclosure of documents and information concerning Servizi Italia S.p.A." adopted by the Company.

The Policy is aimed at fostering the stability of Shareholders' investments and sustainable success of the Company, providing the Shareholders with a better understanding of Company's objectives and requests to the

Shareholders, promoting a communication that helps to align their interests with those of the Company and the Group. The policy is published on the website www. servizitaliagroup.com .

In order to better implement its relations with the market, the Company has set up specific sections that are easily identifiable, accessible and continually updated in its website, where news of importance to shareholders are provided, thereby enabling shareholders to consciously exercise their rights.

The Company, pursuant to applicative criterion 9.C.1 of the Code of Conduct, has appointed Giovanni Manti (Organisation and Systems Director) to specifically manage shareholder relations (Investor Relations Manager), who is teamed with the CEO, CFO and the Director of M&A in coordinating and promoting investor relations, as well as meetings and contacts with shareholders and/or investors.

Servizi Italia S.p.A. has appointed as Specialist Intermonte SIM S.p.A., an entity authorised to carry out the task in question, not being a part of the same group to which Servizi Italia S.p.A. belongs, or headed by Servizi Italia S.p.A.

In disclosing financial data or fielding requests for clarification of published data or the business model, the Company, Intermonte SIM S.p.A. and Midcap Partners, during the Financial year, organised special meetings, events and conference calls with institutional investors and financial analysts.

During the year, the Investor Relations team held several individual and group meetings (via conference call) with analysts and investors.

In the financial year, Servizi Italia also met potential investors and shareholders, participating in major events such as:

Virtual STAR Conference in Milan, 26 May 2020, organized by Borsa Italiana LSE Group;
Midcap Partners Conference in Paris, 9 September 2020, organised by Midcap Partners;
Virtual STAR Conference Fall Edition, 22 October 2019, organized by Borsa Italiana LSE Group.

15.0 SHAREHOLDERS' MEETINGS (pursuant to Art. 123-bis, par. 2, letter c), TUF)

The Shareholders' Meeting represents all the members and its resolutions, taken in accordance with the law and this Articles of Association, oblige all the members.

The Company's Shareholders' Meeting, both ordinary and extraordinary, is convened, pursuant to law, by the Board of Directors, even in a place other than the registered offices, provided that it is in Italy or in another member state of the European Union, by means of a notice to be published, within the legal terms, on the Company's website as well as in the manner provided for by Consob regulations pursuant to Article 113-ter, paragraph 3, of the Consolidated Law on Finance.

Pursuant to article 11 of the Articles of Association, the Ordinary Shareholders' Meeting is convened at least once a year within one hundred and twenty days of the end of the financial year. The Shareholders' Meeting may be convened within one hundred and eighty days of the end of the financial year if the legal conditions for the exercise of this right are met. The Shareholders' Meeting may be convened by the Board of Directors at the request of shareholders representing at least one twentieth of the share capital or, subject to prior notification to the Chairman of the Board of Directors, by the Board of Statutory Auditors or by at least two members of the same.

Shareholders who, even jointly, represent at least one-fortieth of the Company's share capital, may request, within the terms, in the manner and within the limits prescribed by the regulations in force on a case by case basis, the addition to the list of items to be discussed, indicating in the request the additional items proposed by them or submit new proposals for resolutions on items already on the agenda. All requests must be submitted in writing. The addition to the list of matters to be dealt with by the Shareholders' Meeting shall be notified, in the

manner prescribed for the publication of the convocation notice, at least fifteen days prior to the date set for the meeting. Requests for additions to the list of items to be discussed are not permitted for items on which the shareholders' meeting resolves, in accordance with the law, on a proposal from the directors or on the basis of a project or a report prepared by them, other than those referred to in Article 125-ter, first paragraph, of the Consolidated Law on Finance.

Shareholders who request additions to the agenda must prepare a report on the items they propose to discuss. The report must be submitted to the administrative body by the deadline for submitting the request for additional suggestions. The Board of Directors will make available to the public the report, together with its own evaluations, at the same time as the notification for additional suggestions is published, making it available at the Company's registered office, on the Company's website and in accordance with the other procedures provided for by the relevant Consob regulations in force.

The notice of call must indicate the date, time and place of the meeting as well as the list of points to be discussed and other information required by current legislation and regulations. The same notice may indicate the day, time and place for any meetings subsequent to the first if the previous ones are not attended.

Pursuant to article 135-undecies of the Consolidated Law on Finance [TUF], the Company does not designate a person to whom shareholders may grant a proxy with voting instructions for participation in the Shareholders' Meeting.

Pursuant to article 12 of the Articles of Association, ordinary and extraordinary Shareholders' Meetings are validly constituted and pass resolutions with the majorities established by law.

The members of the Board of Directors and members of the Board of Statutory Auditors are appointed, respectively, in accordance with the procedures set out in articles 15 and 20 of the Articles of Association.

Pursuant to article 13 of the Articles of Association, the persons entitled to attend the Shareholders' Meeting are those who have the right to vote and for whom the Company has received, in compliance with the legislation, including regulations, in force on a case by case basis, the communication issued by the appointed intermediaries in accordance with their accounting records.

Any person with the right to vote who has the right to attend the Shareholders' Meeting may be represented at the Meeting by others by means of a written proxy, in accordance with and within the limits of the provisions of the law. The proxy may also be conferred by electronic means or with an electronic document signed in electronic form, in compliance with the laws and regulations in force on a case by case basis. Unless otherwise provided by law, the proxy can be notified to the Company even by e-mail to the certified e-mail address indicated in the convocation notice, with possibility of using the proxy form prepared by the Company, which can be downloaded directly from the Company's website.

Note that at the reference date of approval of this Report, no plans exist for multiple voting shares, nor has the Company so far introduced the institution of the increase in voting provided for in article 127-quinquies of the Consolidated Law on Finance.

During the Financial year, a shareholders' meeting was held on 28 April 2020, attended by all the directors in charge and two members of the Board of Statutory Auditors.

In order to minimize the risks related to the ongoing health emergency and in consideration of the provisions of art. 106 of Legislative Decree no. 18 of 17 March 2020 (the so-called "Cura Italia Decree"), the intervention at the Shareholders' Meeting by those who were entitled to vote took place exclusively through the representative appointed by the Company pursuant to art. 135-undecies of the Consolidated Law on Finance (the "Designated Representative"). Moreover, in view of the epidemiological emergency caused by Covid-19 and in compliance with the fundamental principles of health protection, Directors, Statutory Auditors, the Appointed Representative, as well as the other legitimate parties other than those who were entitled to vote, were entitled

to intervene by means of telecommunications which also ensured their identification, in compliance with the provisions of art. 106, paragraph 2 of the Decree.

Moreover, during the Meeting held on 28 April 2020, the Majority Shareholder Aurum S.p.A. and the Shareholder Everest S.r.l., together with the list for the appointment of the members of the Board of Statutory Auditors, filed a resolution proposal for the determination of the remuneration of the members of the Board of Statutory Auditors.

The Board has always endeavoured to ensure that shareholders are provided with adequate information on the elements necessary for them to be able to take informed decisions within the competence of the shareholders' meeting.

The Company makes available in advance on its website, in specific sections and within the terms provided for by its Articles of Association and by current legislation, the documentation necessary for the shareholders concerned to be adequately informed of the items on the agenda and, therefore, to be able to make the required decisions at the Shareholders' Meeting.

The Company's Board of Directors has not deemed appropriate to adopt Regulations governing the conduct of Shareholders' Meetings, in view of the characteristics of the Company and its shareholders.

As the date of reference, the Ordinary Shareholders' Meeting has been called for 20 April 2021 (first call) and 21 April 2021 (second call). It should be noted that, taking into account the containment measures imposed by the exceptional epidemiological emergency situation caused by Covid-19, pursuant to art. 106, paragraph 4 of the Cura Italia Decree, the participation in the Shareholders' Meeting of those who have the right to vote will be allowed exclusively through the Appointed Representative of the Company pursuant to art. 135-undecies of the Consolidated Law on Finance.

Shareholders are regularly informed about the methods of exercising the functions of the Nominations and Remuneration Committee both through this Report and through the information contained in the Report on Remuneration policy and remuneration paid, prepared pursuant to art. 123-ter of the Consolidated Law on Finance.

With reference to Application Criterion 9.C.4 of the Conduct Code, it should be noted that, during the Financial Year, there were no substantial changes in the composition of the Issuer's shareholding structure. Finally, it should be noted that the capitalisation of the Company's shares - as reported by Borsa Italiana – passed from Euro 94.47 million on 30 December 2019 to Euro 67.37 million on 30 December 2020.

16.0 FURTHER CORPORATE GOVERNANCE PRACTICES (pursuant to Art. 123-bis, par. 2, letter a), TUF)

Servizi Italia S.p.A. - Report on corporate governance and ownership structure - Financial year 2020 Page 51 of 61 With reference to the recommendation contained in the comment to art. 7 of the Code, although addressed to the issuers belonging to the FTSE-Mib index, the Board of Directors of the Company, by resolution of 28 January 2016, set up, on a voluntary basis, a specific whistleblowing system, in order to implement the Company's Internal Control and Risk Management System by providing it with a specific and confidential information channel, also able to guarantee the anonymity of the reporting party. Following the amendments made to art. 6 of Legislative Decree 231/01, the Company deemed it appropriate to integrate the whistleblowing procedure, previously adopted on a voluntary basis, within the Organization, Management and Control Model pursuant to Legislative Decree 231/01, making the Supervisory Body the body responsible for receiving and managing reports. Subsequently, on 30 July 2020, the Company updated the whistleblowing procedure, with the aim of defining a system allowing the reporting, by employees, members of corporate bodies and third parties, of unlawful phenomena and suspicious conduct, irregularities in the management of the company, attempted, presumed and actual acts of corruption, as well as any violation or deficiency concerning the management system for the prevention of corruption, acts or facts that may constitute a violation of the rules, internal and external, governing the activities of Servizi Italia S.p.A., the principles and rules of conduct contained in the Code of Ethics,

as well as the provisions contained in the Organization, Management and Control Model ex Legislative Decree 231/01 , in the Antitrust Code of Conduct and in the General Data Protection Regulation.

17.0 CHANGES FROM THE CLOSING OF THE PREVIOUS FINANCIAL YEAR

There have been no changes in the corporate governance structure since the close of fiscal year 2020 through the Reporting Date.

18.0 CONSIDERATIONS ON THE LETTER OF 22 DECEMBER 2020 FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

The Company received the recommendations contained in the letter of 22 December 2020 from the Chairman of the Corporate Governance Committee, which were brought to the attention of the Board of Directors and Committees in sessions held on 11 February and 4 March 2021 and, submitted – for its competences – the Board of Statutory Auditors.

As already mentioned in previous paragraphs, we underline that:

with reference to the issue of sustainability and the invitation to the administrative body "to integrate the sustainability of the business activity in the definition of the strategies, the internal control system and the remuneration policy, also on the basis of a relevance analysis of the factors that may affect the generation of value in the long term", it should be noted that the Board of Directors integrated the concept of sustainability in the Group's strategy during the approval of the Business Plan, as well as in the Risk Policy approved on 4 March 2021. Moreover, the Board of Directors, upon proposal of the Nominations and Remuneration Committee, updated the variable remuneration plans and Company's Remuneration Policy illustrated in the first section of the Report on remuneration policy and compensation paid prepared pursuant to art. 123-ter of the Consolidated Law on Finance, integrating them with the provision, among the objectives to the achievement of which the payment of the incentive remuneration components should be linked, of non-financial targets to be identified in line with the sustainability plan adopted by the Company, so as to contribute to the corporate strategy and the sustainability of the business carried out by the Company and the Group; for further information, reference should be made to the Report on the remuneration policy and fees paid prepared pursuant to art. 123-ter of the Consolidated Law on Finance;
with reference to the recommendation to ensure adequate management of information flows to the Board of Directors, it should be noted that the deadlines for sending the documentation are indicated in the Regulations of the Board of Directors, where it is not envisaged that such deadlines may be waived for mere reasons of confidentiality;
with reference to the issue of the application of the independence criteria and the recommendation "to always justify on an individual basis the possible non-application of one or more independence criteria; to define ex ante the quantitative and/or qualitative criteria to be used for the assessment of the significance of the relationships under examination", it should be noted that the Board of Directors shares the importance of a balanced presence within the administrative body of non-executive and independent Directors, who perform an important dialectic function and contribute to the monitoring of the choices made by the executive Directors. For this reason, the Company has decided to rigorously apply the independence criteria set out in the self-regulatory code, and the Board periodically verifies that its independent members still meet the independence requirements set out by law and by the principles of the self-regulatory code, whose criteria have been applied without exception;
with reference to the issue of the self-assessment of the Board of Directors and the invitation to the Board "to assess the Board's contribution to the definition of the strategic plans; to supervise the board review process", it is specified that the Board of Directors supervises the whole self-assessment process with the support of the Nomination and Remuneration Committee, taking note of the results of this process;

with reference to the issue of appointment and succession of Directors, it should be underlined that during the year 2020 the completeness and timeliness of the proposals for resolutions functional to the appointment process of corporate bodies was ensured and, on the occasion of the renewal of the administrative body, the Board of Directors, upon proposal of the Appointment and Remuneration Committee, approved - during the Board meeting held on 4 March 2021 - the guidelines on the optimal size and composition of the administrative body. A succession plan for executive directors was also approved, in line with the best practices and recommendations that the Corporate Governance Code reserves for large companies, even though the Company does not qualify as such under the said Code;
lastly, with reference to the recommendations on remuneration policies, it should be noted that the Company has for some time now been complying with the recommendations and indications of the Code and the Corporate Governance Committee with regard to the remuneration policy, which (i) provides clear indications regarding the identification of the weighting of the variable remuneration components, distinguishing between components linked to short-term objectives and components linked to medium/long-term objectives, (ii) includes non-financial targets among the objectives whose achievement is linked to the payment of incentive remuneration, and (iii) envisages criteria and procedures for the assignment of severance indemnities; for further information, reference should be made to the Report on remuneration policy and fees paid published pursuant to art. 123-ter of the Consolidated Law on Finance.

ANNEX A - POSITIONS HELD BY DIRECTORS AND STATUTORY AUDITORS AS OF THE REPORTING DATE

The table below indicates the positions held by each member of the Board of Directors in other financial, banking, insurance or large companies listed on regulated markets, including foreign markets, as of the Reference date.

Name	Company	Position held or status as a member
	Aurum S.p.A.	Chairman of the Board of Directors
	Coopservice Soc.Coop.p.A.	Chairman of the Board of Directors and ordinary member
Roberto Olivi	Assist S.r.l.	Sole Director
	Par. Co. S.p.A.	Director
	Coopservice International S.p.A.	Chairman of the Board of Directors
Ilaria Eugeniani	-	-
Michele Magagna	Coopservice Soc.Coop.p.a.	Special Attorney and General Manager
	Coopservice International S.p.A.	Director
Antonio Aristide	Cogeta Palacehotels Gestioni S.p.A	Auditor
Mastrangelo	3IP SGR S.p.A.	Director and Member of Management control Commitee
	TP Reflex Group S.p.A.	Auditor
	Save S.p.A.	Auditor
Simona Campanini	-	-
Giovanni Manti	-	-
Umberto Zuliani	-	-
Antonio Paglialonga	Aurum S.p.A.	Director and Vice-Chairman of the Board of Directors
	Coopservice Soc. Coop.p.a.	Director
Lino Zanichelli	-	-
	Crédit Agricole Friuladria S.p.A.	Chairman of the Board of Directors
	MCZ Group	Director
	Eurotech S.p.A.	Director
	Blue Energy Group S.p.A.	Delegated Director
Chiara Mio	OVS S.p.A.	Director
	Piovan S.p.A.	Director
	Danieli & C. S.p.A.	Director
	Corà Domenico & Figli S.p.A.	Chairman of the Board of Directors
Paola Schwizer3	Credito Emiliano S.p.A.	Director
	Hera S.p.A.	Director
	Cellularline S.p.A.	Director
	Tod's S.p.A.	Director
	Compass Banca S.p.A.	Director
Romina Guglielmetti	Pininfarina S.p.A.	Director
	MB Facta S.p.A.	Director
	Enel S.p.A.	Auditor
Enea Righi4	-	-

³ Resigned on 30 April 2020

⁴ Resigned on 7 January 2020

Servizi Italia S.p.A. - Report on corporate governance and ownership structure - Financial year 2020 Page 54 of 61

ANNEX B - CURRICULA OF DIRECTORS, STATUTORY AUDITORS AND STRATEGIC MANAGERS

A brief CV is provided below for each Director, Statutory Auditor and Strategic Manager in office at the end of the Financial year, showing the level of expertise and experience gained in corporate management.

Brief cv of the Directors in office at the end of the relevant financial year

Roberto Olivi5 (Chairman)

Obtained his degree in Economics and Business from the University of Modena. Since 2015, has been Chairman of Servizi Italia S.p.A. Since 2010, has been Chairman of the Board of Directors of Coopservice S.Coop.p.a., a leading player nationwide in the planning, delivery and management of integrated services relating to the business of hygiene and sanitation, surveillance, ecology and transport. In Coopservice since 1991, has taken on various managerial roles over the years, from the business management of the supervisory division to the general management of the Company.

Ilaria Eugeniani (Director)6

Graduated in Economics and Business (quantitative major) from the University of Parma. Hired by Servizi Italia S.p.A. in 2002, she took on the task of coordinating the organisational structure relating to the administration function and subsequently took on the role of Administration, Finance and Control Director, coordinating the accounting and budget area and the finance area. Since February 2005, has been appointed member of the Board of Directors of the Company and subsequently Financial Reporting Officer responsible for preparing the company's financial reports. Currently holds other positions as director in companies in which the Issuer has direct holdings. From 1995 to 2001, worked as a collaborator in a business consulting firm.

Michele Magagna (Director)7

Graduated in Economics and Business at the University of Bologna, between 1999 and 2007 held various positions within the company Manutencoop, up to holding the position of Head of the southern area for all services, and area coordinator for the entire hygiene line. Between 2007 and 2008, was Technical Director at Dussman Services S.r.l., then Commercial Director at Coopservice S.coop.p.A., where he has been General Manager since 2018.

Antonio Paglialonga (Director)

Graduated in Business Administration from the University of Modena. Currently Head of Administration of Coopservice S.Coop.p.A., as well as a member of the Board of Directors of the subsidiary Aurum S.p.A. Previously, he was Administrative Manager at Sadon Ceramiche S.r.l. and Auditor at the consulting firm Price Waterhouse Coopers.

Lino Zanichelli (Director)

Was the first President of the Local Health Unit of Bassa Reggiana and for over 30 years has held various roles within the Public Administration, including Municipal Councillor of Boretto and Councillor and then Regional Councillor for the Environment and Sustainable Development of the Emilia-Romagna Region. Held the position of Chairman of the Steering Committee of Arpa in Emilia-Romagna and Director of the non-profit Mutual Aid Society "Mutua Nuova Sanità" with headquarters in Reggio Emilia. Currently he is collaborator of Coopservice S.coop.p.A.

Umberto Zuliani (Director)

Graduated in Law from the University of Parma. After working in the legal department of Max Mara Fashion Group S.r.l., he then began his career as a freelance lawyer and auditor. Expert in fiscal, commercial and

⁵ Chairman of the Executive Committee starting from January 2020

⁶ Vice-Chairwoman of Servizi Italia and Vice-Chairwoman of the executive Committee from January 2020

⁷ Member of the Executive Committee from January 2020

Servizi Italia S.p.A. - Report on corporate governance and ownership structure - Financial year 2020 Page 55 of 61

corporate matters, since 1997 has been advising clients and private companies, as well as public bodies and publicly owned companies. Since 2001, has been a partner and director of Attolini Spaggiari Zuliani & Associati law and tax firm.

Romina Guglielmetti (Independent Director)

Graduated in Law. An expert lawyer on corporate governance and corporate law in companies (listed and unlisted) and financial intermediaries, as well as on banking and financial market law, including AIM. She is also consultant to the Ministry of Equal Opportunities, member of the Managing Board of Nedcommunity and Professor at Luiss Carli University. Owner of Starclex - Studio Legale Associato Guglielmetti since 2013, she previously collaborated with major law firms.

Chiara Mio (Independent Director)

Graduated in Business Economics from Ca' Foscari University in Venice, where is currently Full Professor in the Management Department, as well as a member of the Board of Directors of leading listed companies such as Danieli, Nice, OVS and Eurotech. Since October 2014, has been President of Crédit Agricole FriulAdria. Collaborates with various economic journals and is part of bodies promoting sustainability policies on a global scale. From 2006 to 2012, was city councillor of Pordenone with responsibility for Budget, Programming, Innovation and Development and, later, Knowledge for Innovation.

Antonio Aristide Mastrangelo (Independent Director)

Graduated in Economics and Commerce at Luigi Bocconi University in Milan, s registered with the Register of Statutory Auditors, as well as with the Order of Chartered Accountants of Milan. Formerly a lecturer at the University of Modena and Reggio Emilia and at Università Cattolica del Sacro Cuore of Piacenza; currently a consultant to industrial and financial companies on issues related to corporate, regulatory, tax and management law at his own firm of the same name. Holds positions as a director or statutory auditor in joint stock companies operating in the industrial and financial sector such as, inter alia, Save S.p.A. and Baglioni Hotel S.p.A

Giovanni Manti (Director)

Master's degree in Management Engineering (specialising in business management and organisation) from the University of Calabria - Cosenza. In July 2002, joined the Servizi Italia Group where he currently holds the position of Group Organisation and Systems Director, with responsibility for defining and implementing policies, models and organisational structures that are consistent/efficient with the Group's business needs and strategy, and with the listed Issuer's Corporate Governance. Currently manages and coordinates direct resources of the Group's Information Systems (C.I.O.) and Quality and Environment Management Systems, and is responsible for the Communication/C.S.R. and the Company's Investor Relator function (I.R.M.). From July 1999 to July 2002, worked at Coopservice S.Coop.p.A., as an assistant to the Quality Assurance Manager, dealing with mapping and the optimisation of organisational processes.

Simona Campanini (Director)

After obtaining her Professional Technical Diploma, from 1980 to the early 2000 was employed in the field of organisation and personnel management. From May 2000 to February 2004, was assistant to the Head of Human Resources and Personnel Management in the Hygiene and Healthcare Division at Coopservice S.Coop.p.A. Since March 2004, has been Director of Human Resources at Servizi Italia S.p.A. and since 2006 has also been a member of the Assosistema business delegation.

Brief cv of the Statutory Auditors in office at the end of the Financial year

Roberto Cassader (Chairman of the Board of Statutory Auditors)

Graduated in Economics and Commerce, registered with the Order of Chartered Accountants of Monza, since 1994 he has been working as a Chartered Accountant in leading professional firms in Milan, with particular reference to tax advice and planning, support for extraordinary corporate transactions, international taxation, VAT issues, tax due diligence and tax litigation. He has many years of experience in the analysis and evaluation of the corporate governance structure, evaluation of the internal control system aimed at risk management and assistance in the development of related organizational and control models. He is an auditor and statutory auditor of several national and international corporations, is registered with the Register of Auditors and is the author of several publications on tax matters.

Gianfranco Milanesi (Statutory Auditor)

Graduated in Economics and Commerce, enrolled in the Order of Chartered Accountants of Bologna; from 1986 to 1997 held the position of auditor at Coopers & Lybrand, and subsequently practiced independently as a Chartered Accountant and Auditor. Member of the boards of statutory auditors and supervisory bodies of various corporations and cooperatives, also plays a role in administrative consulting and in the organisation of industrial accounting systems and management control.

Benedetta Pinna (Standing Auditor)

Graduated in Law and enrolled in the Bologna Bar Association since 2012, in the same year she joined the international tax and legal consulting firm Pirola Pennuto Zei & Associati in Bologna, where she holds the role of Associate Partner and deals with legal and contractual consulting, corporate compliance, board of statutory auditors activities, corporate and commercial consulting, judicial assistance in civil matters.

Brief curriculum vitae of the Strategic Managers of Servizi Italia S.p.A.

See above for the résumés of Ilaria Eugeniani, Giovanni Manti and Simona Campanini, Strategic Directors of the Issuer.

Danilo Canovi (Purchasing Manager)

After a work experience in the company Rosselli S.r.l. in Reggio Emilia, from 1986 he worked at Coopservice S.Coop.p.A., where, managing the Purchasing Department, he gained significant technical experience in the processes of purchase and technical maintenance. He was also a Director in other companies of the Coopservice Group. Since 2015 he has been the Purchasing Director of Servizi Italia S.p.A.

Andrea Gozzi (Director of Operations)

Graduated in Economics and Commerce at the University of Bologna, he immediately began his professional career in the service sector, becoming, over the years, Administrative Manager of several companies in the Bologna area. In 2001 he joined the Manutencoop Group, first as Administrative Manager and then, in 2008, as Managing Director of the subsidiary Servizi Ospedalieri S.p.A.. In 2015 he held the role of COO in Manutencoop Facility Management and then, in 2018 and until February 2019, as General Manager of Rekeep S.p.A. His last experience in the Rekeep Group saw him engaged at the helm of Rekeep Rail S.r.l.

Angelo Minotta (Financial Rerporting Manager)

Graduated with honours in Law, he obtained a master's degree in "Commercial exchanges, banking activities and investments in Arab countries" and joined Servizi Italia in 2006, after some experience - also abroad - in the banking sector and at Coopservice Soc. Since 2012 he is CFO of the Brazilian subsidiaries of Servizi Italia and member of the boards of directors of several Group companies. Currently, in addition to his role as Manager in charge of preparing the accounting and corporate documents, he is Director of Foreign Development and Chief Financial Officer of the Company.

TABLE 1: STRUCTURE OF THE BOARD OF DIRECTORS AND COMMITTEES AS AT 31 DECEMBER 2020

BOARD OF DIRECTORS												CONTROL AND RISK COMMITTEE		NOMINATIONS AND REMUNERATION COMMITTEE		EXECUTIVE COMMITTEE
Position	Components	Year of birth	Date of first appointment*	In office since	In office until	List **	Exec	Non Exec	Indep. Code	Indep TUF	No. other positions ***	(*)	(*)	(**)	(*)	(**)	(*)	(**)
Chairman	Roberto Olivi	1961	09/03/2010	20/04/2018	Approval of 2020 Annual Report	M	X				5	100%					100%	P
Deputy Chairwoman	Ilaria Eugeniani	1970	24/01/2005	20/04/2018	Approval of 2020 Annual Report	M	X				0	100%					100%	M
Director	Michele Magagna	1973	20/04/2018	20/04/2018	Approval of 2020 Annual Report	M	X				2	100%					100%	M
Director	Antonio Paglialonga	1972	22/04/2015	20/04/2018	Approval of 2020 Annual Report	M		X			2	100%
Director	Lino Zanichelli	1953	22/04/2015	20/04/2018	Approval of 2020 Annual Report	M		X			0	100%
Director	Umberto Zuliani	1970	20/04/2018	20/04/2018	Approval of 2020 Annual Report	M		X			0	100%
Director	Giovanni Manti	1970	28/04/2020	28/04/2020	Approval of 2020 Annual Report	M	X				0	67%^
Director	Simona Campanini	1963	13/05/2020	13/05/2020	Approval of 2020 Annual Report	M	X				0	60%^
Indep. Dir. ○	Antonio Aristide Mastrangelo	1943	11/09/2017	20/04/2018	Approval of 2020 Annual Report	m		X	X	X	4	93%	50%^^	M	34%^^	M
Indep. Dir.	Romina Guglielmetti	1973	22/04/2015	20/04/2018	Approval of 2020 Annual Report	M		X	X	X	5	100%	100%	P	100%	M
Indep. Dir.	Chiara Mio	1964	20/04/2018	20/04/2018	Approval of 2020 Annual Report	M		X	X	X	8	87%	100%	M	100%	P

	*DIRECTORS WHO LETF OFFICE DURING THE YEAR*
Vice Chairman – CEO·	Enea Righi	1956	29/03/2004	20/04/2018	07/01/2020	M	X				0	0%
Indep. Dir. ○	Paola Schwizer	1965	22/04/2015	20/04/2018	30/04/2020	M		X	X	X	3	33%	50%	M	56%	M

Indicate the quorum required for the submission of lists at the time of the last appointment: 2.5%
Meetings held during the Financial year	BOD	CRC	NRC	EXECUTIVE COMMITTEE
Number of meetings held	15	12	9	15
Average Duration	95 minutes	54 minutes	38 minutes	86 minutes
Meetings held in 2021 until the Reference date
Number of meetings held	3	3	3	3
Average Duration	127 minutes	56 minutes	47 minutes	92 minutes

Other meetings scheduled for 2020	4	3	2	9

NOTES

· Internal Control and Risk Management Director

○ Lead Independent Director

* The date of first appointment of each director is defined as the date on which the director was first appointed (in absolute terms) to the Issuer's Board of Directors.

** This column shows M/m depending on whether the member was voted from a majority (M) or minority (m) list.

*** This column shows the number of offices as director or auditor held by the person concerned in other companies listed on regulated markets, including foreign markets, in financial, banking, insurance or large companies.

(*) This column shows the attendance of the directors at the meetings of the Board of Directors and committees, respectively.

(**) This column indicates the position of the Director in the Committee: ""C": Chairman; "M": member.

^ Director appointed during the Year.

^^Component appointed during the Year.

TABLE 2: STRUCTURE OF THE BOARD OF AUDITORS

BOARD OF AUDITORS
Position	Components	Year of birth	Date of first appointment*	In office since	In office until	List	Indep. Code	Attendance at meetings of the Board of Statutory Auditors ***	Other appointments ****
Chairman	Roberto Cassader	1965	28/04/2020	28/04/2020	Approval of the financial statements at 31 Dec. 2022	m	X	47%^	10
Standing Auditor	Gianfranco Milanesi	1960	22/04/2017	28/04/2020	Approval of the financial statements at 31 Dec. 2022	M	X	100%	16
Standing Auditor	Benedetta Pinna	1982	28/04/2020	28/04/2020	Approval of the financial statements at 31 Dec. 2022	M	X	47%^	1
Alternate Auditor	Davide Barbieri	1984	28/04/2020	28/04/2020	Approval of the financial statements at 31 Dec. 2022	m	X	0%	9
Alternate Auditor	Elena Iotti	1979	28/04/2020	28/04/2020	Approval of the financial statements at 31 Dec. 2022	M	X	0%	12

AUDITORS CEASED DURING THE YEAR

Standing Auditor	Anna Maria Fellegara	1958	27/04/2011	22/04/2017	Approval of the financial statements at 31 Dec. 2019	M	X	53%	14
Standing Auditor	Simone Caprari	1975	22/04/2017	22/04/2017	Approval of the financial statements at 31 Dec. 2019	M	X	53%	18
Alternate Auditor	Chiara Ferretti	1975	22/04/2017	22/04/2017	Approval of the financial statements at 31 Dec. 2019	M	X	0%	6
Alternate Auditor	Paolo Alberini	1975	22/04/2017	22/04/2017	Approval of the financial statements at 31 Dec. 2019	M	X	0%	15

Meetings held during the Financial year	15
Average Duration	77 minutes
Meetings held in 2021 until the Reference date	3
Average Duration	66 minutes

NOTES

* The date of first appointment of each director is defined as the date on which the director was first appointed (in absolute terms) to the Issuer's Board of Directors.

** This column shows M/m depending on whether the member was voted from a majority (M) or minority (m) list.

*** This column shows the attendance of the Statutory Auditors at the meetings of the Board of Statutory Auditors.

**** This column indicates the number of offices as director or auditor held by the person concerned pursuant to art. 148-bis of the Consolidated Law on Finance and the related implementing provisions contained in the CONSOB Issuers' Regulations. The complete list of appointments is published by CONSOB on its website pursuant to art. 144-quinquiesdecies of the CONSOB Issuers' Regulation

^ Auditor appointed during the year.

AI Terminal

Servizi Italia

4419_cgr_2021-03-29_9a577e97-822d-48fd-9c62-26869a940a1a.pdf

Report on Coporate Governance and Ownerhip Structure

Year 2020

Table of Contents

GLOSSARY

D. Legislative Decree no. 231/2001:

TUF/Consolidated Law on Finance:

1.0 COMPANY PROFILE

2.0 INFORMATION ON OWNERSHIP STRUCTURE (pursuant to Art. 123-bis, paragraph 1, TUF) as at the Reference date

a) Structure of the share capital (pursuant to Art. 123-bis, paragraph 1, letter a), TUF)

b) Restrictions on the transfer of securities (pursuant to art. 123-bis, paragraph 1, letter b) of the Consolidated Law on Finance [TUF])

c) Significant shareholdings in the share capital (pursuant to art. 123-bis, paragraph 1, letter c), TUF)

d) Securities conferring special rights (pursuant to art. 123-bis, paragraph 1, letter d) of the Consolidated Law on Finance [TUF])

e) Employee share ownership: mechanism for exercising voting rights (pursuant to art. 123-bis, paragraph 1, letter e) of the Consolidated Law on Finance [TUF])

f) Restrictions on voting rights (pursuant to art. 123-bis, paragraph 1, letter f), TUF)

g) Shareholder agreements (pursuant to art. 123-bis, paragraph 1, letter g), TUF)

(h) Change of control clauses (pursuant to art. 123-bis, paragraph 1, letter h), TUF) and statutory provisions on takeover bids (pursuant to Articles 104, paragraph 1-ter and 104-bis, paragraph 1)

i) Powers to increase share capital and authorizations to purchase treasury shares (pursuant to art. 123-bis, paragraph 1, letter m), TUF)

l) Management and coordination actions (pursuant to Article 2497 et seq. of the Italian Civil Code)

3.0 COMPLIANCE (ex Art. 123-bis, comma 2, letter a), TUF)

4.0 BOARD OF DIRECTORS (ex Art. 123-bis, comma 1, letter l), TUF)

4.1 Appointment and replacement of directors and amendments to the Articles of Association (pursuant to Art. 123-bis, paragraph 1, letter l), TUF)

Succession planning

4.2 Composition (pursuant to Art. 123-bis, paragraph 2, letter d), TUF)

Diversity criteria and policies

Maximum accumulation of positions held in other companies

Induction Program

4.3 Role of the Board of Directors(pursuant to Art. 123-bis, paragraph 2, letter d), TUF)

4.4 Delegated Bodies

4.5 The Chairman of the Board of Directors

EXECUTIVE COMMITTEE (pursuant to Art. 123-bis, paragraph 2, letter d), Consolidated Law on Finance [TUF])

GUIDELINES TO THE BOARD

4.6 Other executive directors

4.7 Independent Directors

4.8 Lead Independent Director

5.0 TREATMENT OF COMPANY INFORMATION

6.0 INTERNAL BOARD COMMITTEES (ex art. 123-bis, par. 2, letter d), TUF)

7.0 NOMINATIONS AND REMUNERATION COMMITTEE

with regard to appointments

with regard to remuneration

8.0 REMUNERATION OF BOARD DIRECTORS

Indemnity for directors in the event of resignation, dismissal or termination of employment following a takeover bid (pursuant to Art. 123-bis, paragraph 1, letter i), TUF)

9.0 CONTROL AND RISK COMMITTEE

10.0 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

Foreward - Information on risk management

Main features of the existing risk management and internal control systems in relation to the financial reporting process pursuant to Article 123-bis, paragraph 2, letter b) of the Consolidated Law on Finance

Consolidated non-financial statement

10.1 Internal Control and Risk Management Director

10.2 Head of the Internal Audit function

10.3 Organisational model pursuant to Legislative Decree No. 231/2001

10.4 Statutory auditing firm

10.5 Financial Reporting Manager responsible for preparing the company's financial reports and other company roles and functions

10.6 Coordination between persons involved in the internal control and risk management system

11.0 INTERESTS OF ADMINISTRATORS AND OPERATIONS WITH RELATED PARTIES

12.0 APPOINTMENT OF STATUTORY AUDITORS

13.0 COMPOSITION AND FUNCTIONING OF THE BOARD OF AUDITORS (pursuant to Art. 123-bis, par. 2, letter d), TUF)

Diversity criteria and policies

14.0 RELATIONS WITH SHAREHOLDERS

15.0 SHAREHOLDERS' MEETINGS (pursuant to Art. 123-bis, par. 2, letter c), TUF)

16.0 FURTHER CORPORATE GOVERNANCE PRACTICES (pursuant to Art. 123-bis, par. 2, letter a), TUF)

17.0 CHANGES FROM THE CLOSING OF THE PREVIOUS FINANCIAL YEAR

18.0 CONSIDERATIONS ON THE LETTER OF 22 DECEMBER 2020 FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

ANNEX A - POSITIONS HELD BY DIRECTORS AND STATUTORY AUDITORS AS OF THE REPORTING DATE

ANNEX B - CURRICULA OF DIRECTORS, STATUTORY AUDITORS AND STRATEGIC MANAGERS

Brief cv of the Directors in office at the end of the relevant financial year

Roberto Olivi5 (Chairman)

Ilaria Eugeniani (Director)6

Michele Magagna (Director)7

Antonio Paglialonga (Director)

Lino Zanichelli (Director)

Umberto Zuliani (Director)

Romina Guglielmetti (Independent Director)

Chiara Mio (Independent Director)

Antonio Aristide Mastrangelo (Independent Director)

Giovanni Manti (Director)

Simona Campanini (Director)

Brief cv of the Statutory Auditors in office at the end of the Financial year

Roberto Cassader (Chairman of the Board of Statutory Auditors)

AUDITORS CEASED DURING THE YEAR