Alkemy — Governance Information 2021

Mar 31, 2021

Alkemy S.p.A.

Registered office in Milan, at via San Gregorio 34, Milan - share capital Euro 587,589.00 fully paid up Registration number with Milan Companies House, tax code and VAT number 05619950966 - Economic and Administrative Index (REA) no. 1835268

Institutional website: www.alkemy.com

Report on Corporate Governance and Ownership Structures

relative to FY 2020

(Traditional administration and auditing model)

Table of Contents

	GLOSSARY 4
1.	ISSUER PROFILE 5
2.	INFORMATION ON THE OWNERSHIP STRUCTURES (PURSUANT TO ART. 123-BIS, PARAGRAPH 1 OF THE CONSOLIDATED LAW ON FINANCE AS AT 22 March 2021 6
a.	Share capital structure (pursuant to Art. 123-bis, paragraph 1, letter a) of the Consolidated Law on Finance) 6
b.	Restrictions on the transfer of securities (pursuant to Art. 123-bis, paragraph 1, letter b) of the Consolidated Law on Finance) 7
c.	Significant investments in share capital (pursuant to Art. 123-bis, paragraph 1, letter c) of the Consolidated Law on Finance) 7
d.	Securities carrying special rights (pursuant to Art. 123-bis, paragraph 1, letter d) of the Consolidated Law on Finance) 8
e.	Shareholding by employees: mechanism for exercising voting rights (pursuant to Art. 123-bis, paragraph 1, letter e) of the Consolidated Law on Finance) 9
f.	Restrictions on the voting rights (pursuant to Art. 123-bis, paragraph 1, letter f) of the Consolidated Law on Finance) 9
g.	Shareholder agreements (pursuant to Art. 123-bis, paragraph 1, letter g) of the Consolidated Law on Finance) 9
h.	Change of control clause (pursuant to Art. 123-bis, paragraph 1, letter h) of the Consolidated Law on Finance) and provisions of the Articles of Association about takeover bids (pursuant to Art. 104, paragraph 1-ter and 104-bis, paragraph 1) 10
i.	i) Delegated powers to increase the share capital and authorise the purchase of treasury shares (pursuant to Art. 123-bis, paragraph 1, letter m) of the Consolidated Law on Finance) 11
j.	Management and coordination activities (pursuant to Art. 2497, et seq., of the Italian Civil Code) 14
3.	COMPLIANCE (pursuant to Art. 123-bis, paragraph 2, letter a) of the Consolidated Law on Finance) 15
4.	BOARD OF DIRECTORS 15
4.1.	Appointment and replacement of directors (pursuant to Art. 123-bis, paragraph 1, letter l) of the Consolidated Law on Finance) 15
4.2.	Members (pursuant to Art. 123-bis, paragraph 2, letter d) of the Consolidated Law on Finance) 19
4.3.	Delegated bodies 29
4.5.	Other Executive Directors 37
4.6.	Independent Directors 39
4.7.	Lead Independent Director 40

5.	PROCESSING OF CORPORATE INFORMATION 40
6.	INTERNAL BOARD COMMITTEES (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER D) OF THE CONSOLIDATED LAW ON FINANCE) 41
7.	EXECUTIVE COMMITTEE 41
8.	APPOINTMENTS COMMITTEE 41
9.	REMUNERATION COMMITTEE 41
10.	REMUNERATION OF DIRECTORS 42
11.	CONTROL, RISK AND SUSTAINABILITY COMMITTEE 42
12.	INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 44
	THE INTERNAL CONTROL SYSTEM FOR THE PURPOSE OF THE FINANCIAL DISCLOSURE AND RISK MANAGEMENT. 45
12.1.	Executive Director responsible for the Internal Control and Risk Management System 48
12.2.	Internal Audit Department Manager 48
12.3.	Organisational Model pursuant to Italian Legislative Decree no. 231/2001 50
12.4.	Independent auditing firm 51
12.5.	Chief Financial Officer 51
12.6.	Coordination between the parties involved in the Internal Control and Risk Management System 52
13.	INTERESTS OF THE DIRECTORS AND RELATED PARTY TRANSACTIONS 52
14.	APPOINTMENT OF AUDITORS 52
15.	MEMBERS AND OPERATION OF THE BOARD OF AUDITORS (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTERS D) AND D-BIS OF THE CONSOLIDATED LAW ON FINANCE) 54
16.	SHAREHOLDER RELATIONS 57
17.	SHAREHOLDERS' MEETINGS (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER C) OF THE CONSOLIDATED LAW ON FINANCE) 57
18.	ADDITIONAL CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER A) OF THE CONSOLIDATED LAW ON FINANCE) 58
19.	CHANGES SINCE THE CLOSURE OF THE REFERENCE FINANCIAL YEAR 59
20.	CONSIDERATIONS ON THE LETTER OF 22 DECEMBER 2020 FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE 59
21.	TABLES 62

GLOSSARY

Alkemy: Alkemy S.p.A., with registered office at via San Gregorio 34, Milan, VAT number, tax code and registration number with Milan Companies House 04642290961, the company to which this Report refers;

Code/Code of Corporate Governance: the Code of Corporate Governance for listed companies approved in July 2018 by the Corporate Governance Committee and brought into effect by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria.

New Code: The new Code of Corporate Governance was approved by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI Ania, Assogestioni, Assonime and Confindustria in January 2020 and came into force on 1 January 2021.

Civil Code/c.c.: the Italian Civil Code.

Board: the Issuer's Board of Directors;

Trading Start Date: the date on which Alkemy shares began trading on the STAR segment (i.e. 17 December 2019);

Report Date: the date of this Report, i.e. 22 March 2021;

Issuer/Company: Alkemy, i.e. the issuer of the Issuer of securities to which the Report refers;

Financial Year: the company financial year to which the Report refers;

Consob Issuer Regulation: the Regulation issued by Consob with resolution no. 11971 of 1999 (and subsequent amendments) on the matter of issuers;

Consob Market Regulation: the Regulation issued by Consob under the 2017 resolution no. 20249 relating to markets.

Consob Related Parties Regulation: the Regulation issued by Consob with resolution no. 17221 of 12 March 2010 (and subsequent amendments) on related party transactions.

Report: the corporate governance and corporate structure report that companies are required to draw up pursuant to article 123-bis of the Consolidated Law on Finance.

Consolidated Law on Finance or CLF: Italian Legislative Decree no. 58 of 24 February 1998.

1. ISSUER PROFILE

Alkemy's shares have been listed on the STAR segment of the telematic stock market (MTA) of Borsa Italiana since 17 December 2019; previously (on 05 December 2017), they had been admitted to the multilateral trading facility of AIM Italia.

The Company operates on the digital and technological innovation market segment, offering services aiming to improve the market position and competitiveness of large and medium enterprises, stimulating the evolution of their business models, in line with technological innovation and consumer conduct.

In this area, partly thanks to the various specialisations developed by it and by its subsidiaries (the "Alkemy Group"), Alkemy integrates competences in the areas of Strategy, Communication, Design, Performance, Technology, Insights & Analytics, with a range designed for the post-digital context, which covers the entire value chain, from strategy to implementation.

The Alkemy Group first started operating and made its market début in May 2012, on the initiative of a group of entrepreneurs with significant previous experience in the world of business consultancy and technological innovation, accrued with leading international companies. Its aim was to assist medium-large Italian and foreign businesses with the processes of transforming their business model and the management of internal activities and those for customers, that had become necessary due to the constant, progressive increase in the digitisation of the range of services and communication techniques.

In the pursuit of the growth strategy implemented by the management team since the very start of operations, the Company has implemented various aggregations that over the years have allowed the Company to expand upon the areas of operations and its business model, with the aim of extending its range and strengthening both its know-how and its presence in other countries, like Spain, Mexico and the countries of the Balkans.

The Group intends to pursue its growth and development strategy by internal lines and, if completed, also by external lines, maintaining its specialisation on the market of technological and digital innovation, first and foremost increasing oversight of the Italian territory and then strengthening its position abroad, where it can use the know-how it has built up over time.

More specifically, the Group intends to pursue a strategy aimed at providing customers with innovative services offering high added value and that can improve corporate economic performance (also in terms of better margins), affirming its solid image of constant collaboration in regard to customers.

The Alkemy corporate governance system, which adopts a traditional administration and auditing system, as per Articles 2380-bis et seq. of the Italian Civil Code, is characterised by the presence of the following corporate bodies:

• (i) the Board of Directors, appointed to manage the corporate business and which operates in compliance with principle 1.P.1 of the Corporate Governance Code;
• (ii) the Board of Auditors, appointed to monitor: (i) observance of the law and the Articles of Association and compliance with principles of correct administration; (ii) the adequacy of the internal control system and the administrative-accounting system, as well as the latter's reliability in terms of providing a correct representation of the operating events; (iii) the concrete implementation of the rules of corporate governance set out in the Code of Corporate Governance; (iv) the adequacy of the instructions given to subsidiaries in connection with the obligations regarding the communication of inside information; and (v) the financial disclosure process, the effectiveness of the internal control systems, internal audit and risk management, the statutory audit of the annual accounts and consolidated accounts and the independence of the independent auditing firm;
• (iii) a Control, Risks and Sustainability Committee with an advisory and investigative role in connection with the decisions by the Board of Directors on the Internal Control and Risk Management System, with the approval of the regular financial reports and offering advice and suggestions in assessments and decisions relating to sustainability and with advisory powers on transactions with related parties and

associates and in regard to the Board of Auditors (the "BoA"), on the statutory audit of the accounts, in compliance with the provisions of Italian Legislative Decree no. 39 of 27 January 2010;

• (iv) a Remuneration Committee with an advisory and proactive role in connection with the decisions of the Board of Directors on the remuneration of executive directors and any other directors assigned specific duties, after consulting with the Board of Auditors on the setting of performance objectives correlated with the potential variable component of said remuneration Committee and the general criteria of remuneration Committee and incentives proposed for all employees and, in particular, for managers and top management, by the chief executive officers, and on the remuneration policy and its correct, adequate implementation;
• (v) the Shareholders' Meeting, competent to resolve on matters reserved to it by the law or the Articles of Association.

The statutory audit of the annual accounts and consolidated accounts is entrusted to an independent auditing firm (KPMG S.p.A.) registered on the list of statutory auditors and statutory auditing firms, established in accordance with Art. 2, paragraph 1 of Italian Legislative Decree no. 39/2010, appointed on 17 December 2019 until approval of the financial statements as at 31 December 2027.

The Company's Corporate Governance System is structured in compliance with the recommendations given in the Code of Corporate Governance, to which Alkemy adheres, as well as with provisions of law and regulations governing listed Italian companies; it is hinged, in consideration of the above governance structure, on four pillars: (i) the central role of the administrative and auditing bodies; (ii) the effectiveness and transparency of the managerial choices; (iii) careful, aware monitoring of related party transactions and the processing of inside information; and (iv) all the values defined, recognised and shared, fixed in the Alkemy Code of Ethics (the "Code of Ethics"), an integral part of the "Organisation, Management and Control Model" envisaged by Art. 6 of Italian Legislative Decree no. 231 of 08 June 2001, on the "Regulation of the administrative liability of legal entities", both published on the website www.alkemy.com/governance/modello-organizzativo.

More specifically, the Code of Ethics identifies all values, principles and conduct with which employees and collaborators must comply, as well as the directors of the Board and Alkemy's Board of Auditors, in going about their work.

The main objectives of the Code of Ethics include, essentially, the moralisation and economic efficiency of both inter-company relations (senior management, management, employees and collaborators) and relations outside the Company (e.g. between it and the market), with the aim of fostering unambiguous guidelines to conduct and economic benefits brought about by the consolidation of a positive business reputation.

Alkemy can be classified as "SME" in accordance with Art. 1, paragraph 1, letter w-quater.1 of the Consolidated Law on Finance, as amended by Italian Decree Law no. 76 of 16.7.2020, coordinated with conversion law no. 120 of 11.9.2020, and as resulting from that indicated in the list of companies with listed shares that can be classified as SMEs, updated by Consob in January 2021 and available for consultation at the following link https://www.consob.it/web/area-pubblica/emittenti-quotati-pmi, insofar as it has capitalisation of less than 500,000,000 euros, continuing on from last year.

2. INFORMATION ON THE OWNERSHIP STRUCTURES (PURSUANT TO ART. 123-BIS, PARAGRAPH 1 OF THE CONSOLIDATED LAW ON FINANCE AS AT 22 March 2021

a. Share capital structure (pursuant to Art. 123-bis, paragraph 1, letter a) of the Consolidated Law on Finance)

As at 22 March 2021, Alkemy S.p.A.'s subscribed and paid-up share capital came to Euro 587,589 and numbered 5,609,610 ordinary shares. To date, the Company has more than 112,536 treasury shares, accounting for 2.006% of the share capital.

More specifically, the Company's share capital is represented by 5,609,610 ordinary shares, conferring a total of 7,402,600 voting rights and, specifically:

• (i) 3,816,620 ordinary shares, without increased vote, conferring 3,816.620 voting rights;
• (ii) 1,792,990 ordinary shares, with increased vote, conferring 3,585,980 voting rights.

Reference is made to the information given in the Report on the Remuneration Policy and Fees Paid prepared in accordance with Art. 123-ter of the Consolidated Law on Finance (the "Report on Remuneration"), published in the Corporate Governance/Annual Reports section of the Company's website www.alkemy.com, for full details on the share-based incentive plans approved by the Company.

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

There are no limits envisaged to the free transfer of shares nor indeed limits to their possession, nor are there any approval clauses for purchasing investments in Alkemy's share capital in accordance with the law or the Articles of Association.

Please note that the Shareholder Agreement (as defined herein) envisages certain merely informative commitments if a Shareholder intends to sell their at share in Alkemy, accounting for at least 1% of voting rights, to a third party.

For full details, refer to the extract taken from the Shareholder Agreement communicated to CONSOB in accordance with Art. 122 of the Consolidated Law on Finance, available for consultation in the "Issuers" section of the CONSOB website www.consob.it and to the essential information, pursuant to Art. 130 and 131 of Consob's Issuers' Regulation, published on the Company's website www.alkemy.com, in the Corporate Governance/Ownership Structures section.

c. Significant investments in share capital (pursuant to Art. 123-bis, paragraph 1, letter c) of the Consolidated Law on Finance)

According to that noted by the Company on the basis of the communications received pursuant to Art. 120 of the Consolidated Law on Finance and Art. 117 of the Issuers' Regulation, as integrated by Consob Resolution 21326 of 09 April 2020 - the effect of which has been further extended, most recently until 13 April 2021, with Resolution no. 21672 - as at 22 March 2021, the subjects holding more than 3% of the voting rights of the subscribed capital, represented by shares with voting rates are:

• Duccio Vitali, number of shares: 577,160, equal to 10.29% of the share capital (14.86% of voting rights).
• Jakala Holding S.p.A., number of shares: 441,340, equal to 7.87% of the share capital (11.92% of voting rights).
• StartTIP S.r.l., number of shares: 425,000, equal to 7.58% of the share capital (5.74% of voting rights).
• CIP Merchant Capital Limited, number of shares: 380,267, equal to 6.78% of the share capital (5.14% of voting rights).
• Riccardo Lorenzini, number of shares: 355,220, equal to 6.33% of the share capital (9.45% of voting rights).
• O2E S.r.l. number of shares: 315,570, equal to 5.63% of the share capital (8.05% of voting rights).
• Leone S.r.l., number of shares: 230,000, equal to 4.10% of the share capital (3.11% of voting rights).
• Lappentrop S.r.l., number of shares: 209,580, equal to 3.74% of the share capital (5.59% of voting rights).

As at the Report Date, no one controls the Issuer in accordance with Articles 2359, paragraph 1, point 1 and 2 of the Italian Civil Code and 93 of the Consolidated Law on Finance.

Please also note that as a result of the increase in voting rights assigned to the shareholders Duccio Vitali, Jakala Holding S.p.A, Riccardo Lorenzini, O2E S.r.l. and Lappentrop S.r.l., in accordance with Art. 14 of Alkemy's Articles of Association, they also hold the percentages and numbers of voting rights shown below:

TABLE OF INCREASED VOTES
Declarant	Direct shareholder	% share of ordinary share capital	% share of voting share capital
Duccio Vitali	Duccio Vitali	10.29%	14.86%
Matteo de Brabant Jakala Holding S.p.A.		7.87%	11.92%
Riccardo Lorenzini	Riccardo Lorenzini	6.33%	9.45%
Francesco Beraldi	O2E S.r.l.	5.63%	8.05%
Alessandro Mattiacci Lappentrop S.r.l.		3.74%	5.59%

d. Securities carrying special rights (pursuant to Art. 123-bis, paragraph 1, letter d) of the Consolidated Law on Finance)

No securities have been issued that confer special rights of control, nor are there any holders of special powers in accordance with current provisions of regulations and the Articles of Association.

Increased vote (pursuant to Art. 127-quinquies of the Consolidated Law on Finance)

In accordance with Article 14 of the Articles of Association, each Alkemy Share gives the right to double votes (and, therefore, two votes per share), if both the following conditions are met:

• 1. The voting right is due to the same subject, by virtue of a right in rem giving entitlement to the exercise of the voting right (full ownership with voting right or bare ownership with voting right or usufruct with voting right, the "Legitimating Right in Rem") for a continuous period of at least twenty-four months (the "Significant Period"), without prejudice to the fact that for the purpose of calculating the Significant Period, the period of continuous possession of shares is also counted, running from the start date of trading of the Company's ordinary shares on the AIM Italia organised by Borsa Italiana S.p.A. (i.e. 05 December 2017) and the date of registration on the List (as defined herein) (the "AIM Italia Vesting Period");
• 1. the meeting of the criteria set out under point 1 above, is certified by:
  2. (a) the continuous registration, for a period of at least twenty-four months, on the special list duly established and regulated by this Article (the "List"); or
  3. (b) in order to consider the AIM Italia Vesting Period in calculating the Significant Period, from the continuous registration on the List and, to calculate the AIM Italia Vesting Period, by a specific communication issued by the intermediary with which the shares are deposited in accordance with current legislation, attesting to the ownership of the Legitimating Right in Rem for the period prior to the date of registration on the List.

The increase in the vote takes effect:

(i) from the fifth trading day of the calendar month falling after that of the Significant Period from the registration on the List, as long as the communication certifying ownership of the Legitimating Right in Rem, for the purpose of achieving an increase in vote, is received by the Company within three trading days of the calendar month following that of the Significant Period from registration on the List; or

• (ii) if the communication certifying ownership of a Legitimating Right in Rem should reach the Company after the deadline specified above, from the fifth trading day of the calendar month after that in which the Second Communication reached the Company;
• (iii) in order to attend the Company Shareholders' Meeting and in derogation from the foregoing, from the Record Date as long as by that date the Company has received the communication attesting to the ownership of the Communication Legitimating Right in Rem.

The rules of operation are set out in the Articles of Association published on the website www.alkemy.com in the Corporate Governance/Articles of Association and Deed of Incorporation section and in the Increased Vote Regulation adopted by the Company on 02 October 2019 by the Board of Directors available for consultation on the website www.alkemy.com in the Corporate Governance/Ownership Structure section.

As at the date of this report, 5 (five) Shareholders have requested registration on the List (prepared in accordance with Art. 127-quinquies of the Consolidated Law on Finance), all of whom hold significant shareholdings.

As at the date of this Report, there are no other Shareholders registered on the List, other than those for whom the increase has already taken effect, indicated in the Table of Increased Votes given at letter c above.

e. Shareholding by employees: mechanism for exercising voting rights (pursuant to Art. 123 bis, paragraph 1, letter e) of the Consolidated Law on Finance)

As at the date of this Report, the Company has adopted remuneration plans in the favour of Directors and Key Management Personnel of the Group, described in the Remuneration Report available on the Company's website www.alkemy.com, in the Corporate Governance/Annual Reports Section.

These plans do not envisage the attribution of voting rights to anyone other than the related beneficiaries, nor any particular mechanisms for exercising voting rights.

f. Restrictions on the voting rights (pursuant to Art. 123-bis, paragraph 1, letter f) of the Consolidated Law on Finance)

There are no restrictions on voting rights.

g. Shareholder agreements (pursuant to Art. 123-bis, paragraph 1, letter g) of the Consolidated Law on Finance)

On 09 December 2019, a shareholders' agreement (the "Shareholder Agreement" or "Agreement" was stipulated between Duccio Vitali ("DV"), Jakala Holding S.p.A. ("Jakala"), Riccardo Cesare Lorenzini ("RCL"), O2E S.r.l. ("O2E") and Lappentrop S.r.l. ("Lappentrop") regarding ordinary shares of Alkemy, aimed at regulating the members of corporate bodies to be appointed by the shareholders' meeting approving the financial statements for the year ended as at 31 December 2021 (or before that date if, for any reason, they should forfeit office before their natural expiry).

The Shareholder Agreement is effective from the start date of trading of Alkemy Shares on the MTA (the "Date of Effect") and shall remain in force for three years. At expiry, the Shareholder Agreement is automatically renewed for subsequent periods of 3 years each, unless terminated by either party with notice given to the other Parties no later than 4 (four) months before each end date.

The Shareholders adhering to the Agreement have agreed that the Shareholder Agreement will cease all effect early, ahead of the above term, in regard to the adhering subject that has ceased, for any reason, holding at least 50,000 voting rights conferred to the Shareholder Agreement.

With the Shareholder Agreement, the parties have also decided to agree to fully dissolve, starting from the Date, the previous shareholders' agreement that had been signed by the same shareholders on 24 November 2017 aimed, amongst other aspects, at establishing a voting syndicate for the Company's shares, with specific procedures for preventive consultation and at establishing shared provisions on the circulation of shares owned by the Parties.

The shareholders' agreements contained in the Shareholder Agreement were originally deposited with Milan Companies House on 17 December 2019 and updated on 12 February 2020 and 10 April 2020.

The extract of the Shareholder Agreement was notified to CONSOB in accordance with Art. 122 of the Consolidated Law on Finance and is available from the "Issuers" section of the CONSOB website, www.consob.it.

The essential information relating to the shareholders' agreements set out in the Shareholder Agreement, as updated in accordance with Art. 131 of the Issuers' Regulation, following the increase in the voting rights of the participants in the Agreement as per letters c) and d) above, , and the related updates as well as additional purchases made by the parties to the agreement, are published, in accordance with Art. 130 of the Consob Regulation, on the Company's website (www.alkemy.com), in the Corporate Governance/Ownership Structures section.

h. Change of control clause (pursuant to Art. 123-bis, paragraph 1, letter h) of the Consolidated Law on Finance) and provisions of the Articles of Association about takeover bids (pursuant to Art. 104, paragraph 1-ter and 104-bis, paragraph 1)

As regards the presence of change of control clauses in the agreements stipulated by the Company and/or its subsidiaries, please note the following:

➢ Alkemy – Design Group Italia I.D. S.r.l. GI investment contract:

The Investment Contract stipulated on 16 July 2019 (the "Investment Contract" between Alkemy and Messrs Edgardo Angelini, Sigurdur Thorsteinsson and Peter James Newbould (the "DGI Shareholders"), currently the majority shareholders of the company Design Group Italia I.D. S.r.l. ("DGI") and regarding the purchase by Alkemy of 100% of the shares of DGI held by said DGI Shareholders in three phases, envisages that the DGI Shareholders have the right to purchase the share held by Alkemy, equal to 20% of the share capital of DGI at the purchase price if, before Alkemy has purchased the additional share of 31% of DGI, there should be a change of control in Alkemy following: (i) a public takeover bid of Alkemy, carried out in accordance with Italian Legislative Decree no. 58 of 24 February 1998 (the Consolidated Law on Finance); or (ii) if Alkemy should be delisted, the direct or indirect acquisition by a third party, in any way such may be carried out, of at least a 51% stake in Alkemy's share capital.

Should such a change of control occur after Alkemy's purchase of an additional 31% of the share capital of DGI, there shall also be an acceleration of the exercise of the put and call options over the additional 49% share of DGI, at a price equal to 7 and a half times the average EBITDA resulting from the last two annual financial statements approved by the Company +/- NFP resulting from the last approved financial statements.

Moreover, in accordance with the provisions of the directors' contracts stipulated between DGI and Messrs Edgardo Angelini, Sigurdur Thorsteinsson and Peter James Newbould, as directors of the same company, should there be a change of control in Alkemy, at the terms described above, this will constitute just cause for dismissing them from the office of directors of DGI.

➢ Alkemy – Ontwice Interactive Services, S.L. investment contract:

The shareholders' agreement stipulated on 19 July 2018 between Alkemy and Messrs David Bravo, Luis Alberto Vegas, Manuel Mercader and Ignacio Tortosa, minority shareholders in the Spanish

company Ontwice Interactive Services, S.L. ("Ontwice") establishes that the change of control of Alkemy, in accordance with Art. 42 of Spanish Law, determines an acceleration of the exercise of the put and call options to allow Alkemy (which currently holds 80%) to acquire 100% of the share capital of Ontwice for a price equal to 7 times the EBITDA.

➢ Alkemy - Nunatac S.r.l. investment contract:

The Investment Contract stipulated on 19 April 2018 (the "Investment Contract") between Alkemy and Messrs Guido Cuzzocrea, Alberto Saccardi, Massimo Saputo, Francesco Fiocca, Michele Gaudenzi, Gianluca Passerone, Massimiliano Trotta and Melissa Tosi, currently the minority shareholders of Nunatac S.r.l. ("Nunatac") establishes that where any of the following hypotheses of change of control should occur: (ii) the purchase by a third party, in any way such may take place, of at least 51% of the share capital of Nunatac; (iii) any other extraordinary transaction regarding at least 51% of the share capital of Nunatac (e.g. mergers, spin-offs, etc.); and (iii) a public takeover bid over Alkemy, carried out in accordance with Italian Legislative Decree no. 58 of 24 February 1998 (the Consolidated Law on Finance), there shall be an acceleration of the exercise of the put and call options envisaged by the Investment Contract, regarding Alkemy and the Minority Shareholders, for the purchase of the additional 30% of the share capital of Nunatac, held by the Minority Shareholders.

As a result of the exercise of the put and call options, upon onset of any of the above-specified hypotheses of change of control, Alkemy may end up holding 100% of Nunatac.

Moreover, in accordance with the provisions of the directors' contracts stipulated under the scope of the entire investment regulated by the Investment Contract, between Nunatac and Messrs Guido Cuzzucrea and Alberto Saccardi, as directors of the same company, should there be a change of control, at the terms described above, this will constitute just cause for dismissing them from the office of directors of Nunatac.

➢ Bank loan contracts:

The loan contract stipulated on 28 June 2019 with Medio Credito Italiano (today Intesa San Paolo S.p.A.) – described in the internal note of the consolidated financial statements section "Liabilities and Shareholders' equity" "Non -Current Liabilities" Paragraph 28 – assigns the bank the right to demand the early repayment of the loan in the event of a change of control in Alkemy.

➢ Commercial contracts

Alkemy and its subsidiaries have not stipulated any other contracts and significant joint venture agreements, supply and cooperation agreements or loan contracts with change of control clauses.

The Articles of Association do not derogate from the provisions regarding the passivity rule provided for by Art. 104, paragraphs 1 and 1-bis, of the Consolidated Law on Finance and do not provide for the application of the neutralisation rules contemplated by Art. 104-bis, paragraphs 2 and 3, of the Consolidated Law on Finance.

i. i) Delegated powers to increase the share capital and authorise the purchase of treasury shares (pursuant to Art. 123-bis, paragraph 1, letter m) of the Consolidated Law on Finance)

➢ Delegated powers to increase the share capital

Extraordinary shareholders' meeting of 09 March 2016

The Extraordinary Shareholders Meeting held on 09 March 2016 resolved to assign the Board of Directors, for five years from the date on which the resolution was registered with Companies House, in accordance with Art. 2443, second paragraph of the Italian Civil Code, the faculty to increase the share capital in exchange for payment, for up to Euro 15,000 (fifteen thousand), by means of the issue of up to 15,000 (fifteen thousand) new shares, for a price of Euro 8.80 (eight euros and eighty cents) each, including premium, without prejudice to the fact that the amount allocated to share capital for each share shall be no less than accounting parity, to be allocated to a Stock Option Plan called the "Alkemy 2017-2020 Stock Option Plan" to the benefit of employees and Directors of Alkemy and the Group companies, in accordance with the procedures, terms and conditions described in the resolution.

On 09 March 2017, in response to the delegation conferred by the extraordinary shareholders' meeting held on 09 March 2016, the Board of Directors resolved to increase the share capital by up to Euro 8,500 by means of the issue of up to 85,000 shares, for the price of Euro 10 per share subscribed, including premium, without prejudice to the fact that the amount allocated to share capital for each share shall be no less than accounting parity, with the shares reserved for subscription by directors and/or employees of Alkemy S.p.A. and the Group Companies, in accordance with the terms and conditions of the "Alkemy 2017-2020 Stock Option Plan" approved by the Board of Directors, with said increase to be executed by 31 December 2020.

As at 31 December 2020, none of the options assigned had been exercised and, therefore, no capital increase has been subscribed.

Extraordinary shareholders' meeting of 16 November 2017:

The Extraordinary Shareholders Meeting held on 16 November 2017 resolved to increase the share capital in exchange for payment, with the exclusion of option rights in accordance with Art. 2441, paragraph 5 of the Italian Civil Code, for the purpose of listing for admission to the trading of Alkemy shares on AIM Italia, for up to Euro 189,981 (plus premium), in accordance with that established by the Board of Directors, by means of the issue, in one or more tranches and in a divisible fashion, of up to 1,851,665 ordinary shares.

In execution of said shareholders' meeting resolution, the director Duccio Vitali, by virtue of the powers conferred upon him by the Board of Directors on 16 November 2017, determined the increase of the share capital by Euro 187,000 and the subscription price of ordinary shares for listing as Euro 11.75 each, of which Euro 0.11 for share capital and Euro 11.64 by way of premium, with the issue of up to 1,700,000 Shares to be used for said increase.

By this same resolution, the Shareholders' Meeting also resolved to increase the share capital in exchange for cash payment, in a divisible manner, for up to Euro 22,798 (plus premium), in accordance with that to be established by the Board of Directors, by means of the issue of up to 222,200 shares with no nominal value and regular enjoyment, to be released in cash, fully, at the time of subscription, in one or more tranches and in a divisible fashion, with the exclusion of the option right in accordance with Art. 2441, fifth and eighth paragraph of the Italian Civil Code, insofar as reserved to employees, collaborators and executive directors of the Company or subsidiaries, beneficiaries of the "2018-2020 Stock Option Plan", to be executed by 16 November 2022. As at 31 December 2020, the following options are assigned, corresponding to the shares to be assigned under the scope of said incentive plan:

On 10 July 2019 and 27 August 2019, the Board of Directors resolved the assignment of 147,500 options for the subscription of an equal number of new ordinary shares in the Company, at the price of Euro 11.75 each, for a maximum nominal amount of Euro 15,133.78 (plus premium) to apply to the increase resolved by the extraordinary shareholders' meeting of 16 November 2017. In accordance with the related regulation, it is envisaged that the maturation period of the Options shall end at the end of FY 2021 and that the Options can be exercised within 90 calendar days from the date of approval of the financial statements relative to the last corporate year included in the Vesting Period (the "Exercise Period").

For Company Beneficiaries other than key management personnel, the Vesting Period shall end at the end of the first corporate year after that in progress at the date on which the Options are attributed.

On 23 July 2018, the Company's share capital went from Euro 566,961, equal to 5,403,330 ordinary shares, to Euro 573,861, equal to Euro 5,472,330 ordinary shares, following the exercise of 6,900 options of the 12,150 assigned to Company employees - equal to 69,000 options of the 121,500 options following the splitting to allow for admission of Alkemy shares onto the AIM - as part of the "2015 - 2018 Stock Option Plan" in response to the delegation conferred by the Company's extraordinary shareholders' meeting on 30 April 2014 and exercised by the Board of Directors on 18 February 2015.

Thereafter, on 23 July 2019, the Company's capital went from Euro 573,861, equal to 5,472,330 ordinary shares, to Euro 587,589, equal to Euro 5,609,610 ordinary shares, following the exercise of 13,728 options converted into an equal number of ordinary shares in the Company under the scope of the "2016 - 2019 Stock Option Plan" in response to the delegation conferred by the Company's extraordinary shareholders' meeting on 09 March 2016.

Extraordinary shareholders' meeting of 25 June 2019

On 25 June 2019, the Extraordinary Shareholders Meeting resolved to attribute the faculty to the Board of Directors, in accordance with Art. 2443 of the Italian Civil Code, to increase the share capital in exchange for payment, on one or more occasions, by 25 June 2024, for up to Euro 10,000,000.00, including premium, by means of the issue of up to 800,000 ordinary shares, in respect of the option right in accordance with Art. 2441 of the Italian Civil Code, or with the exclusion of option rights in accordance with Art. 2441, paragraph 4 of the Italian Civil Code, with the conferral in kind of movable or immovable assets and conferring businesses, with the corporate object of the Company and its subsidiaries or connected with the digital sector, as well as assets and business complexes that can offer IT services in support of such businesses, and in accordance with Art. 2441, paragraph 5 of the Italian Civil Code (and Art. 2441, paragraph 4, second sentence of the Italian Civil Code, where applicable), insofar as to be reserved to potential industrial partners, in the context of transactions that are consistent with the Groups' growth strategy by external lines, and the faculty, in accordance with Art. 2420-ter of the Italian Civil Code, to issue bonds convertible into ordinary shares of the company, for the same period of time, to apply to the same maximum equivalent value and the same maximum number of new-issue shares as specified above and, therefore, for a maximum amount of Euro 10,000,000.00, together with the faculty to resolve the related increase in share capital for the purpose of the conversion, by means of the issue of up to 800,000 ordinary shares, in respect of the option rights in accordance with Art. 2441 of the Italian Civil Code or even with the exclusion of option rights in accordance with Art. 2441, paragraph 5 of the Italian Civil Code, insofar as to be reserved to potential industrial partners, in the context of transactions that are consistent with the Groups' growth strategy by external lines, all in compliance with all provisions of law applicable at the time the resolution is passed to increase the share capital and/or issue the convertible bonds. As at the date of this Report, this delegation had not yet been executed.

For all additional information on the Stock Option Plans to the benefit of directors, managers and key management personnel and the options assigned, reference is made to the Information Prospectus available form the Company's website in the Investor Relations section, on the Report on Operations to the financial statements for the year ended 31 December 2020, in the "Stock Option Plans" section and on the "Report on Remuneration".

➢ Purchase of Treasury Shares

On 07 May 2019, the Company's ordinary shareholders' meeting resolved to authorise, in accordance with and pursuant to Art. 2357 et seq. of the Italian Civil Code, after cessation of the effects of the previous shareholders' meeting resolution passed on 16 November 2017, for the part not yet executed, the purchase of the Company's own shares, according to the procedure described hereto.

Treasury shares can be purchased, on one or more occasion, within 18 months of the date of cessation of the effect of the authorisation granted by shareholders' meeting resolution passed on 16 November 2017 (and, therefore, from 16 May 2019), up to a maximum amount of treasury shares that, also taking into account the shares held over time in the portfolio of the Company and its subsidiaries, shall not, in total, exceed the limit of 15% of the share capital (and, in any case, less than the provisions of Art. 2357, paragraph 3 of the Italian

Civil Code, where criteria applies for its application), for a price that shall be no lower than 20% lower, at the minimum, and no higher than 20% higher, at the maximum, of the reference price the security registers in the stock market session held the day before each individual purchase, without prejudice to where the shares are exchanged, conferred, assigned or otherwise disposed of without cash, in which case, the economic terms of the transaction will be determined, in compliance with current legislation, according to the nature and characteristics of the transaction - in any case at a price, per individual transaction, that may not exceed the highest price of the price of the last independent transaction and the price of the highest current independent offer of purchase at the trading site where the purchase is made (even if the shares should be traded at different trading sites) and in any case for a maximum equivalent value, at any time, of a total of Euro 250,000 and without prejudice to the fact that the daily volume of purchases cannot, under any circumstances, exceed 25% of the average daily volume of shares at the trading site where the purchase is made, determined in accordance with applicable regulations. The trading limits deriving from applicable regulations are understood as automatically adjusted to any different limits that may be introduced following changes to current legislation.

The purchase may be made, in any case assuring equal treatment of shareholders, in the manner, to be chosen over time at the discretion of the Board of Directors, in any case in compliance with provisions of law and regulation in force, according to the market on which the Company's shares are listed, also in compliance with EU Regulation no. 596/2014 and the related implementing regulations, insofar as applicable, and "market practices" admitted by Consob, or in accordance with primary and secondary legislation in force and applicable over time, depending on the market on which the Company's shares are listed.

This resolution expired on 16 November 2020. Before this expiry, on 12 October 2020, the Issuer launched a treasury share purchase plan, which concluded on 16 November 2020, with the aim of using the treasury shares purchased to assign to beneficiaries of stock option plans and/or stock grant plants resolved by the competent corporate bodies of Alkemy. In order to execute the Plan, the Company has appointed Itermonte SIM S.p.A. to operate as specialised intermediary.

For more information on the Buy-Back Plan, launched on 12 October 2020, reference is made to the Press Release published on the same date and available for consultation on the Company's website https://www.alkemy.com/investors/#/comunicati-price-sensitive.

Following the above purchases, and also considering the treasury shares already held in the portfolio (relative to purchases made under the scope of the previous tranches of the buyback programme), as at the date of this Report, Alkemy holds 112,536 treasury shares, equal to 2.006% of the share capital.

j. Management and coordination activities (pursuant to Art. 2497, et seq., of the Italian Civil Code)

The Company is not managed or coordinated pursuant to Art. 2497 et seq. of the Italian Civil Code. The information required by Art. 123-bis, paragraph one, letter i) of the Consolidated Law on Finance ("agreements between companies and their directors (....) that provide for remuneration in the case of their resignation or dismissal without just cause or if their relationship is discontinued following a takeover bid") is set out in the Report on Remuneration published pursuant to Art. 123-ter of the Consolidated Law on Finance, in the Corporate Governance/Annual Reports section of the website www.alkemy.com.

It is also stressed that the information required by Art. 123-bis, first paragraph, letter l) of the Consolidated Law on Finance ("the rules applicable to the appointment and replacement of directors and to amendment of the articles of association, if different from the legislative and regulatory rules applicable in a supplementary manner") is described in the subsequent section of the Report dedicated to the Board of Directors (Section 4.1).

3. COMPLIANCE (pursuant to Art. 123-bis, paragraph 2, letter a) of the Consolidated Law on Finance)

The Issuer's corporate governance system is compliant with the relevant provisions of the Consolidated Law on Finance, in the applicable regulatory provisions and in the Code of Corporate Governance (July 2018 edition) available on the Corporate Governance Committee website on page http://www.borsaitaliana.it/comitato-corporate-governance/codice/codice.htm.

In consideration of the approval of the New Code given on 31 January 2020 by the Corporate Governance Committee, during the forthcoming FY 2021, the Company intends to apply the New Code, in the firm belief that the principles and provisions expressed therein, representing the best standards to be adopted in the Company's organisational structure, are key to achieving a correct corporate and entrepreneurial management and creating value of Shareholders, increasing the level of trust and interest of investors, both national and foreign. The Company will provide a disclosure on said adoption in the Corporate Governance Report to be published in FY 2022.

Thus said, where possible, in this Report, the Company will indicate its assessments, the changes it intends to make to the current governance system or the derogations it intends to adopt in respect of the provisions of the New Code.

The Company has not adopted or adhered to any codes of corporate governance other than that promoted by Borsa Italiana.

This Report aims to provide information about Alkemy's corporate governance and the degree of adhesion by the Company to the Code of Corporate Governance.

In compiling the Report, the Company made significant use of the format distributed by Borsa Italiana S.p.A. in January 2019 (edition VIII), applying the principle "comply or explain" (indicating, in particular (i) if and how it has disregarded/differed from one or more recommendation; (ii) describing the reasons for the discrepancy and how the decision to differ from the recommendation was made by the Company; (iii) if there is a precise time frame for the discrepancy and how the choice "in derogation" to the Corporate Governance Code helps assure the Company's proper corporate governance; (iv) indicating the corporate governance practices effectively applied by the Company, beyond the obligations envisaged by provisions of law or regulation, in accordance with Art. 123-bis of the Consolidated Law on Finance and Art. 89-bis of the Issuers' Regulation).

Neither the Company nor its subsidiaries of strategic relevance are subject to non-Italian provisions of law that impact the Alkemy Group Corporate Governance structure.

4. BOARD OF DIRECTORS

4.1. Appointment and replacement of directors (pursuant to Art. 123-bis, paragraph 1, letter l) of the Consolidated Law on Finance)

In accordance with Article 19 of the Articles of Association, the Company can be administered by a Board of Directors numbering between 5 (five) and 9 (nine) members, determined with resolution of the ordinary shareholders' meeting at the time of appointing the Board of Directors or amended with subsequent resolution.

Directors remain in office for a period of time established by the shareholders' meeting of no more than three financial years, standing down from office on the date of the shareholders' meeting convened to approve the financial statements relating to the last year of their office; they may be re-elected.

All directors must satisfy the eligibility, professionalism and integrity requirements set by the applicable regulatory provisions. At least one director (or two directors if the board numbers more than seven members) must meet the independence requirements laid down by Article 147-ter, paragraph 4 of the Consolidated Law on Finance (the "Independence Requirements").

The Board of Directors is appointed by the ordinary shareholders' meeting based on the lists presented by the shareholders, according to the procedure specified in Art. 19 of the Articles of Association and unless otherwise or further required by mandatory legal or regulatory provisions.

The following can present a list for the appointment of directors: (i) shareholders that, at the time of list submission, hold, alone or jointly, at least the portion of shares determined by Consob in accordance with applicable provisions of law and regulations; and (ii) the Board of Directors.

By resolution no. 44 passed on 29 January 2021, CONSOB determined, in accordance with Art. 144-quater of the Consob Issuers' Regulation, that the stake required for the presentation of the lists to the ordinary shareholders' meeting of Alkemy, is equal to 4.5%.

Each list:

• (i) must contain a number of candidates not exceeding 9 (nine), listed according to progressive numbering;
• (ii) must contain and expressly indicate at least one director who meets the Independence Requirements, without prejudice to the fact that if the list contains more than 7 (seven) candidates, it must specify at least two directors meeting these requirements;
• (iii) for the period of application of legislation and regulations in force pro tempore on gender balance, where 3 (three) or more candidates are listed, the list must include candidates of both genders, at least in the minimum proportion called for by provisions of law and regulations in force pro tempore, as specified in the notice convening the shareholders' meeting.

Additionally, the following must be attached to each list:

• (a) the CVs of candidates;
• (b) the declarations whereby each candidate accepts their candidacy and certifies, at their own responsibility, that there is no reason why they should be ineligible or incompatible and that the requirements are met as prescribed by current legislation to hold the office of Company director, including the declaration of the possession of independence requirements;
• (c) the indication of the identity of the shareholders presenting the lists and the total percentage investment share held;
• (d) any other declaration, information and/or document provided by applicable legislation and regulations.

Shareholders other than those individually or jointly holding a control or relative majority share must also submit a declaration attesting to the absence of relations with the latter, as envisaged by the law.

Any list submitted by the Board of Directors must: (i) be deposited and published in the manner envisaged by regulations applicable to the lists submitted by shareholders, by the thirtieth day prior to the date of the Shareholders' Meeting at first or only call, without prejudice to the terms of the law for the deposit regarding calls subsequent to the first, and must be made available to the public in accordance with the provisions of law in force pro tempore of the shareholders' lists; and (ii) meet, mutatis mutandis, the requirements laid down for the submission of lists by shareholders.

Each shareholder, as well as the shareholders belonging to a same corporate group and the shareholders participating in a relevant shareholders' agreement pursuant to Article 122 of the Consolidated Law on Finance may not present or contribute to presenting, not even via proxy or a trust company, more than one list or vote for different lists. Each person with voting rights may vote for one list only. The vote of each shareholder will concern the list and hence all the candidates appearing in the list, without any provision for modifications or exclusions. Any votes expressed in violation of this prohibition will not be attributed to any of the lists.

Each candidate may be present in only one list, at risk of ineligibility.

A list that fails to fulfil the foregoing requirements is considered as though it had never been submitted.

• A) If two or more lists have been presented, these are voted on and the Board of Directors is formed based on the provisions below:
• 1. candidates from the two lists with the highest number of votes will be elected, according to the following criteria: (i) from the list that obtained the highest number of votes (the "Majority List"), a number of directors are taken, according to the progressive order of presentation, equal to the total number of components to be elected minus one; (ii) from the second list that obtained the highest number of votes and that is not connected, not even indirectly, with the shareholders who submitted, or with those who voted for, the Majority List (the "Minority List"), a director is taken, in the person of the candidate indicated with the first number in the same list.
• 1. However no account is taken of the lists that did not obtain a number of votes at least equal to half the number of shares corresponding to the portion requested for the submission of the lists.
• 1. In the event of a tie of votes among the lists, the meeting votes once again, exclusively with regard to the tied lists, with the list that obtains the highest number of votes prevailing.
• 1. If, with the methods specified above, the provisions on Independence Requirements are not met, any candidate not meeting the Independence Requirements elected last in progressive order from the list that had obtained the most votes, will be replaced by the first candidate meeting the Independence Requirements not elected from the same list, in progressive order.

Finally, if said procedure does not assure the presence of the necessary number of Director meeting the Independence Requirements, the replacement will take place by resolution passed by the Shareholders' Meeting by majority vote, after the submission of candidacies of subjects meeting the Independence Requirements.

• 1. If, with the methods specified above, the provisions with regard to gender balance established above are not met, the candidates of the most represented gender, elected as the last one in progressive order, from the Majority List are replaced with the first unelected candidates, taken from the same list, from the other gender; if this forming procedure cannot be implemented, in order to guarantee compliance with the above provisions in force from time to time with regard to gender balance, the missing directors will be elected by the meeting with the ordinary majorities and methods, without applying the list voting mechanism.
• B) If a single list was submitted, the shareholders' meeting votes on it and, if it obtains the majority of votes, all members of the Board of Directors are drawn from that list, in compliance with provisions of the law and regulations in force pro tempore over time, and the provisions on gender balance set out above.
• C) If no list has been presented or if only one has been presented and this does not obtain the majority of the votes or if the number of the directors elected on the basis of the presented lists is lower than the number of the members to be elected or if not the entire Board of Directors needs to be renewed or if it is not possible, for whatever reason, to appoint the Board of Directors with the methods set forth in this Article, the members of the Board of Directors are appointed by the meeting with the ordinary majorities and methods, without applying the list voting mechanism, notwithstanding the minimum number of directors who meet the Independence requirements and the compliance with the provisions on gender balance.

The candidate potentially indicated as such on the list that obtained the most votes, or on the only list submitted, shall be elected as Chairman of the Board of Directors. For lack thereof, the chairman is appointed by the shareholders' meeting with the ordinary legal majorities, without prejudice to the fact that the Board of Directors can appoint its Chairman, itself.

If, during the year, one or more directors should cease office, as long as the majority continues to be directors appointed by the Shareholders' Meeting, as per Article 2386 of the Italian Civil Code, the Board of Directors will proceed with the replacement with another member of the same list to which the director who has resigned

belonged, meeting the same requirements as those of the directors who have ceased office and the Shareholders' Meeting shall resolve with the legal majorities, respecting this criterion.

If no candidates should remain on said list, not previously elected, or no candidates meeting the necessary requirements or in any case when, for any reason, it is not possible to use the names on the list to which the directors who have resigned belonged, the Board of Directors shall organise the replacement, and subsequently ruled by the Shareholders' Meeting, with the legal majorities and without list voting.

In any case, the Board and, subsequently, the Shareholders' Meeting shall proceed with the appointment so as to ensure (i) the presence of Independent Directors in the minimum total number required by the currently applicable regulation and (ii) compliance with the currently applicable regulation in the matter of balanced proportion of genders.

The shareholders' meeting may, however, resolve to reduce the number of Board members to that of the directors in office for the residual term of their mandate, without prejudice to the need to assure a suitable number of independent directors and respect for regulations in force over time regarding gender balance.

The loss of the Independence Requirements by the director shall only involve his resigning from office, pursuant to Article 147-ter, paragraph 4 of the Consolidated Law on Finance, if this should cause the minimum number of directors who meet the Independence requirements, as set by the provision, not to be reached.

If the shareholders' meeting fails to do so, the Board shall elect, from amongst its members, and for the same term as the Board of Directors, a Chairman and potentially a Deputy Chairman, to act as Chairman with the same powers in the event of the Chairman's absence or impediment.

In case of absence or impediment of the Chairman, the board meeting is chaired by the Deputy Chairman, if appointed; in case of absence of the latter, by the most elderly Chief Executive Officer in attendance at the board meeting, and, in case of absence of the latter, by the most senior director.

The Company is represented by the Chairman of the Board of Directors and, if absence or otherwise engaged, by the Deputy Chairman, if appointed, and up to the limits of the management power delegated over time, by each Chief Executive Officer, the Chairman of the Executive Committee and the directors to whom certain acts or categories of acts or duties have been delegated.

The power of representation also lies with the General Manager, where appointed, and any other commercial representatives, in accordance with the law, and with any third parties on whom proxies have been conferred for certain acts or categories of acts.

The Company is not subject to any additional provisions on the members of the Board of Directors, with respect to the provisions established by the Italian Civil Code, the Consolidated Law on Finance and the Code of Corporate Governance.

Succession Plans

In consideration of the ownership structure, the Company size and structure and the experience and competence of the current executive directors and the system of delegations of power implemented in the Board of Directors, the Company has chosen not to amend the Board resolution passed on 02 October 2019, whereby it decided not to adopt a succession plan of the executive directors pursuant to Art. 5.C.2 of the Corporate Governance Code.

The Board and Control and Risks Committee have acknowledged that with Recommendation no. 24 of the New Code, the obligation to prepare the succession plan only lies with the companies that can be classified as "large" in accordance with the New Code. Given that the Company cannot currently be classified as such, it is not required to adopt any succession plan for executive directors, in line with the decision passed following the appointment of the Board of Directors in its current membership.

4.2. Members (pursuant to Art. 123-bis, paragraph 2, letter d) of the Consolidated Law on Finance)

The Board in office as at the Report date was appointed by the Shareholders' Meeting on 25 June 2019 and will remain in office for three financial years, i.e. until the date of the shareholders' meeting called to approve the Financial Statements for the year ended as at 31 December 2021, and has the following members:

Office	Name and surname
Chairman (2)	Alessandro Mattiacci
Chief Executive Officer (2)	Duccio Vitali
Director (3)	Riccardo Lorenzini
Director (2)	Vittorio Massone (*)
Director (2)	Massimo Canturi (**)
Director (1)(3)	Giorgia Abeltino
Director (1)(3)	Giulia Bianchi Frangipane
Director (1)(3)	Andrea Di Camillo
Director (1)(3)	Serenella Sala

• (1) meeting the independence requirements in accordance with the combined provisions of Art. 147, paragraph 4 and Art. 148, paragraph 3 of the Consolidated Law on Finance and Art. 3 of the Code of Corporate Governance;
• (2) executive director;
• (3) non-executive director;

(*) Please note that Vittorio Massone was coopted by the Board of Directors on 13 February 2020 in lieu of Matteo de Brabant who was standing down, and then confirmed in the position of director by the shareholders' meeting resolution passed on 24 April 2020

(**) Please note that Massimo Canturi was coopted by the Board of Directors on 23 July 2020 in lieu of Francesco Beraldi, who was standing down.

According to the Articles of Association, the Board of Directors has appointed Alessandro Mattiacci as Executive Chairman, Vittorio Massone as Deputy Chairman and Duccio Vitali as Chief Executive Officer.

By declarations that reached the Issuer on 07 and 08 September 2020, the Independent Directors, Andrea di Camillo, Giorgia Abeltino, Giulia Bianchi Frangipane and Serenella Sala, declared that they met the independence requirements envisaged by Art. 147-ter, paragraph 4 of the Consolidated Law on Finance (which recalls Art. 148, paragraph 3 of the Consolidated Law on Finance) and Art. 3 of the Code of Corporate Governance. On 11 September 2020, the Board of Directors assessed the independence requirements of said independent directors.

No member of the Board of Directors was a family relation, in accordance with Art. 144-ter of the Issuers' Regulation, of the other members of the Issuer's Board of Directors, of the members of the Board of Auditors or the main Company managers.

All members of the Board of Directors have formally accepted their office and are domiciled for the purpose at the Issuer's registered office.

A brief curriculum vitae of each director is provided below, showing the skills and experience obtained in company management.

Alessandro Mattiacci – University graduate in Economics. Founder and CEO of iResearch S.p.A., a start-up operating in the digital sector and, in particular, focussed on the development of on-line research systems. For seven years, he was also VP Strategic Development at Jakala Holding S.p.A. and since 2012, CEO of Jakala eBusiness.

Alessandro Mattiacci has been a member of the Alkemy Board of Directors since 18 May 2012 and an executive director of Alkemy since 2012. On 03 May 2018, he was appointed Chairman of the Board of Directors after the resignation from the office of Chairman tendered by Riccardo Lorenzini.

Duccio Vitali – Graduated in Engineering from Milan Polytechnic University. He achieved a masters in business administration (MBA) from the Commercial Luigi Bocconi University of Milan. For ten years, he provided professional consultancy at Bain&Co, as partner in the Technology, Media & Telecommunication area for the Milan, Dallas and Dubai offices. He is also a visiting professor at the Commercial Luigi Bocconi University on matters relating to the digital sector.

Duccio Vitali has been a member of the Alkemy Board of Directors since 18 May 2012 and a Chief Executive Officer of Alkemy since 2012; he still holds this role as at the date of this Report.

Riccardo Lorenzini – He has been working for almost forty years as a professional in advertising and communication. From 1979 to 1994, he worked for Saatchi & Saatchi, from 1992 to 1994 holding the office of Chief Executive Officer. He was then Chief Executive Officer for Lowe Pirella Goettsche from 1994 to 1997 and, at the same time, member of the European Board of Directors of the Lowe Group. Co-founder and CEO of the D'Adda, Lorenzini, Vigorelli agency in 1997, his appointment ended in 2008. From 2005 to 2008, he was also a member of the Worldwide Board of Directors of BBDO Worldwide, one of the world's largest networks of advertising agencies, a member of the Omnicom Group. He is one of the founding members and, from 2012 until 03 May 2018, was Chairman of Alkemy S.p.A.

Riccardo Lorenzini has been a member of the Alkemy Board since 18 May 2012. As at the date of this Report, he is a non-executive director of Alkemy.

Massimo Canturi - After graduating in Chemical Engineering in 1983 from the Polytechnic University of Turin, his professional career began in Marconi PLC, a British multinational of telecommunications equipment, where he held various positions, leaving the company as Operations Director. As his career continued, Massimo Canturi continued to develop his knowledge and experience in TLC and ICT, in particular holding the following positions: Senior Director of Cisco Systems; Senior VP for Pirelli Optical Systems. In addition, Mr Canturi was Chief Executive Officer of Olivetti I-Jet and Deputy Executive Chairman of Olivetti Tecnost Office Products Division. He also worked for Italtel as Executive Deputy Chairman and held the position of Chairman of the Board of Directors for Comdata S.p.A.

On 23 July 2020, following Francesco Berardi's resignation from the position of director on the board, the Board of Directors coopted Massimo Canturi as new director of Alkemy, conferring operative delegations upon him by resolution passed on 11 September 2020 and appointing him General Manager of Alkemy.

Vittorio Massone - After graduating in Economics and Business from La Sapienza University of Rome, he achieved an MBA from Bocconi University of Milan. Vittorio Massone boasts more than 25 years of experience in strategic consulting. In 1994, Mr Massone joined Bain & Company, a company in which he became a partner in 1999 and Director in 2004, becoming a reference figure in the sector of telecommunications, media/entertainment, digital, industrial services, government and automotive, operating with high profile customers. In 2010, Mr Massone moved to Johannesburg, where he was appointed Managing

Partner of Bain & Company Africa until 2018, where he relaunched the company's operations in the region, taking the team to 200 members and opening a new office in Nigeria.

On 13 February 2020, following Matteo de Brabant's resignation from the position of director, the Board of Directors coopted Vittorio Massone as new director of Alkemy, conferring operative delegations upon him and appointing him as the Company's Deputy Chairman.

Andrea Di Camillo - Born in Biella in 1970, he began his professional career with Olivetti, which he joined in 1995, to deal with the marketing of ItaliaOnline, a pioneering company in the Italian digital market. In 1999, he was one of the founding members of Vitaminic and in 2006 of Banzai. This latter company rapidly gained standing as the second most important Italian web company. He has more than fifteen years of experience as venture capitalist and entrepreneur, having worked for Kiwi I, Cir Ventures and Principia SGR. He has also invested in more than forty companies, including Yoox, Venere and Viamente. From 2010 to 2012, he managed the turnaround of the funds Principia I and Principia II, investing more than 40 million euros and redefining the asset management company's investment strategy. He has invested personally in numerous startups over the year, including Cortilia, Iubenda, Fubles and Viamente, which in 2012 was acquired by a US industrial group. In 2013, he launched P101, of which he is a managing partner. Thereafter, he took part in the launch of the first venture capital fund in Italy, Kisi I, with which he made some of his most successful investments in the digital sector, like Yoox and Venere.

Andrea di Camillo has been a member of the Alkemy Board since 05 December 2017. As at the Report Date, he is a member of the Board of Directors and of the Remuneration Committee (an office he has held since 18 December 2017) and of the Control, Risks and Sustainability Committee (of which he is also Chairman). During the year, Mr Di Camillo was also a member of the Related Party Transactions Committee; for information on this, please see Section 12 below.

Giorgia Abeltino – She graduated in Law from Federico II University of Naples and began her professional career with the Bonelli Erede law firm. After a short time spent with the European Commission, from 2004 to 2008, she collaborated with Sky Italia, dealing with regulatory affairs, before then moving to New York, where she worked for News Corporation. She began collaborating with Google in 2010, where she held the office of director of public affairs for Italy, France, Greece and Malta and director of external relations.

Giorgia Abeltino has Giorgia Abeltino has been a member of the Alkemy Board since 25 June 2019. As at the Report date, she is a member of the Board of Directors and of the Control, Risks and Sustainability Committee and Related Party Transactions Committee.

Giulia Bianchi Frangipane – She graduated in Law from the University of Bologna in 2001 and then continued her studies at Fordham University of New York, achieving an LLM in 2004. After a first experience with a leading Italia law firm, in 2005 she began collaborating with the Bonelli Erede law firm, becoming a partner in 2016. She has experience in various sectors of corporate law, including private equity, capital markets, M&A and extraordinary finance transactions. She is also a member of the dedicated "Innovation and Digital Transformation" focus team of the Bonelli Erede firm.

Giulia Bianchi Frangipane has been a member of the Alkemy Board since 25 June 2019. As at the Report Date, she is a member of the Board of Directors and of the Remuneration Committee, the Control, Risks and Sustainability Committee and the Related Party Transactions Committee.

Serenella Sala – She graduated in Physics in 1986 and thereafter gained a masters in business administration from Bocconi University. Right after graduating, she went to Max-Planck Institut di Mainz (Germany) to carry out chemical-physical research. She then continued her professional career with IBM Italia and Mckinsey & co., where she held the role of Engagement Manager in the area of strategic organisational consultancy. From 1994 to 2015, she collaborated with other companies in the consulting and strategic development sector, before, in 2015, founding Serenella Sala & Associates, a consultancy firm focussed on executive development, team coaching and personal counselling.

Serenella Sala has been a member of the Alkemy Board since 25 June 2019. As at the Report Date, she is a member of the Board of Directors and of the Remuneration Committee (which she also chairs).

Details of the Board members are given in Table 2 of the appendix.

Diversity criteria and policies

In July 2018, the Code of Corporate Governance was updated and supplemented to include recommendations on diversity, including gender diversity, in the members of the administrative body (principle 2.P.4 of the Code of Corporate Governance and related application criteria), in respect of the priority objective of assuring suitable competence and professionalism for the Board members, and with the aim of safeguarding the effects of Italian Law no. 120/2011 on the members of corporate bodies of listed companies, asking the companies to apply the new recommendations starting from the first renewal of the corporate offices after the cessation of effect of Italian Law no. 120/2011.

In line with the provisions set out by principle 2.P.4 of the Code of Corporate Governance and the related comments and application criteria, as well as in compliance with Art. 147-ter, paragraph 1-ter of the Consolidated Law on Finance, the Company has already implemented the diversity, including gender diversity, criteria in the members of the Board of Directors.

In this regard, please note that today's Board numbers 9 members and the less represented gender is female, with 3 directors out of 9, in line with the requirements set out by Art. 147-ter, paragraph 4 of the Consolidated Law on Finance.

As regards the diversity policies envisaged by Art. 123-bis, paragraph 2, letter d-bis) of the Consolidated Law on Finance, please note that the Company has decided not to amend the resolution passed by the Board of Directors on 02 October 2019, whereby it resolved not to adopt specific policies and/or practices on diversity matters in connection with the members of the administrative, management and control bodies, in compliance with Art. 123-bis, paragraph 2, letter d-bis) of the Consolidated Law on Finance.

The Board's decision takes into account the Company's structure and size, as well as the ownership structure and list voting mechanism envisaged by the Articles of Association, which assures a transparent appointment procedure and a balance in the members of the administrative body. Indeed, the Board of Directors has not considered it necessary to adopt policies and/or practices governing matters of diversity in respect of the members of the administrative, management and auditing bodies in regard to aspects such as age, gender balance and training and professional careers.

More specifically, with reference to gender balance, the Articles of Association envisages that, amongst other aspects, each list, for the period of application of legislation and regulations in force pro tempore on gender balance, where 3 (three) or more candidates are listed, the list must include candidates of both genders, at least in the minimum proportion called for by provisions of law and regulations in force pro tempore, as specified in the notice convening the shareholders' meeting. Additionally, in accordance with Art. 19.13, if, through the "list voting" mechanism, for the appointment of the members of the Board of Directors, the provisions on gender balance specified above should not be respected, the candidates of the more represented gender elected last in progressive order from the Majority List, shall be replaced with the first non-elected candidates, drawn from the same list, of the other gender; if this is not possible, in order to guarantee compliance with the above provisions on gender balance, the missing directors will be elected by the shareholders' meeting by ordinary majority vote, with no application of the list voting mechanism. Provisions on gender balance must be respected by the Shareholders' Meeting, even if it is not possible to proceed with the list voting mechanism.

Additionally, despite the fact that the above statutory provisions shall apply from the first renewal after the Trading Start Date on the MTA, as already mentioned, until that date, the Issuer has in any case complied with the regulations of Article 147-ter, paragraph 1-ter of the Consolidated Law on Finance on gender balance, despite the fact that this rule shall only apply to the first renewal of the Board of Directors after the trading start date.

Italian Law no. 160 of 27 December 2019 (the "2020 Budget Law") has modified the provisions pursuant to Articles 147-ter and 148 of Italian Legislative Decree no. 58/98 (Consolidated Law on Finance) and replaced paragraph 1, Art. 1 of Italian Law no. 120/2011 on the balance of gender in the bodies of listed companies, with effect from 1 January 2020.

The former Articles 147-ter, paragraph 1-ter and 148, paragraph 1-bis of the Consolidated Law on Finance required companies with listed shares to comply with a criterion of gender balance on which basis, the less represented gender should make up at least a third of members of the administrative and auditing bodies. This allocation criterion applied for three consecutive mandates from the coming into force of said law or from the admission to listing after said coming into force. Finally, in order to make application of the regulations gradual, it was established that for the first renewal, the portion to be reserved to the less represented gender should be at least one fifth of the total number of members of each corporate body.

The 2020 Budget Law envisaged a different portion reserved to the less represented gender, of "at least two fifths" and ruled that this allocation shall apply for "six consecutive mandates". Moreover, limited to newlylisted companies, it established that "for the first renewal after the trading start date", the percentage to be reserved to the less represented gender shall be "at least one fifth" of the members. This new provision shall apply "starting from the first renewal of the administrative and auditing bodies of companies listed on regulated markets after the date of coming into force of this law", which took place on 1 January 2020.

For the Company, therefore, it is established that "for the first renewal after the trading start date", the percentage to be reserved to the less represented gender shall be "at least one fifth" of the members.

Thus said, in respect of gender balance in the Board of Directors, it is also reported that the members of the Board of Directors respect the diversity criteria pursuant to Art. 2 of the Code of Corporate Governance.

Indeed, the Board is made up of executive and non-executive directors, all with suitable, diversified competence and professionalism, who contribute their specific experience to the board discussions. The Board members are, in fact, suitably diversified, with the presence of individuals of different genders, ages and with a balance of complementary skills/training/experience.

In terms of personal details, moreover, the Board of Directors consists of members of different generations, aged between 44 and 64. The average age is approximately 53 years old. In terms of seniority of appointment, please note that some members of the Board and, in particular Duccio Vitali, the Chairman, Alessandro Mattiacci and Mr Lorenzini have been Board members since 18 May 2012.

The director Andrea Di Camillo has been a member of Alkemy's Board since the Company was admitted for listing on the AIM Italia, whilst directors Vittorio Massone, Massimo Canturi, Giulia Bianchi Frangipane, Giorgia Abeltino and Serenella Sala were appointed later, precisely in order to enrich and diversify the professional skills and genders of the Board, in compliance with that required by current regulations and the Code of Corporate Governance.

Limit of engagements

In accordance with the provisions of Art. 1 of the Code of Corporate Governance, each member of the Board of Directors is required to deliberate with knowledge of the facts and in autonomy, pursuing the objective of creating value for the shareholders over a medium to long-term horizon, and undertakes to devote to the post held in the Company the time needed to ensure a diligent performance of his duties, regardless of the positions held outside the Alkemy Group, with full awareness of the responsibilities inherent to the office held.

To this end, each candidate for the position of Director is to carry out, prior to accepting the post at the Company and independent of the limitations established by the provisions of law and regulation regarding the accumulation of posts, an assessment of his ability to perform the tasks assigned to him with due attention and effectiveness, taking into account, in particular, the overall commitment required by the posts held outside of the Alkemy Group.

Each member of the Board of Directors is also required to inform the Board promptly of any acceptance of offices as Director or Auditor in other companies, so as to allow for the fulfilment of disclosure obligations laid down by applicable laws and regulations.

Considering the fact that Recommendation no. 15 of the New Code only requires the Board of companies classified as "large" to express guidance on the maximum number of appointments in administrative or control bodies in other listed companies or companies of significant size that shall be considered compatible with an effective performance of the office of company director, taking into account the commitment deriving from the role held, the Company has decided not to amend the decision made by the Board of Directors in the meeting held on 02 October 2019, whereby it decided it was necessary to define general criteria on the maximum number of administration and control positions held by directors and auditors in other companies.

Induction Programme

Considering the competences and experience of the Directors and Auditors in office, the Company has not considered it necessary to conduct any specific induction programme during the year.

During the Board Evaluation carried out during the year, the Chairman of the Board of Directors considered it necessary to hear the opinion of the directors on the attendance of Board meetings by external subjects so as to provide more details on items on the agenda (for example the manager appointed to prepare the company's accounting documents, managers of the Company or Group companies, department managers, etc.). In this regard, the directors considered the involvement of subjects external to the Board in meetings to be substantively adequate, trusting in an ever greater engagement so as to provide more details on the items on the agenda and explore topics or provide market scenarios.

In these terms, we note the regular attendance of board meetings, insofar as invited to attend, by the CFO.

In addition, we note that the involvement of the whole board in the company and business dynamics takes place efficiently during the board debate, during which time the executive directors provide suitable appropriate disclosures.

Role of the Board of Directors (pursuant to Art. 123-bis, paragraph 2, letter d) of the Consolidated Law on Finance)

During the year, twelve meetings of the Board of Directors were held (with an average duration of approximately 3 hours). Meeting attendance by all directors came to 67%. Attendance of the whole board of auditors came to around 75%.

As at the Report Date, two Board meetings had been held and at least four meetings were envisaged for FY 2021 (one of which is that held at the date of this Report), as per the Corporate Events Calendar published on the Company's website www.alkemy.com in the Investor Relaters section.

The Board of Directors is convened by the Chairman every time deemed appropriate or when at least two of its members request it. In the event of the absence or impediment of the Chairman, the Board is convened by the Deputy Chairman, if appointed; in case of absence of the latter, by the most elderly Chief Executive Officer.

The power to convene the Board of Directors is also given, pursuant to Article 151 of the Consolidated Law on Finance, to the board of auditors or also individually to each regular auditor.

The resolutions of the Board of Directors are passed at the presence of the majority of the directors in office, with the favourable vote of the majority of the directors in attendance. If votes are equal, the vote of the chair shall prevail.

The promptness and completeness of the pre-board information is guaranteed by means of the involvement of the competent corporate duties that prepare and coordinate the documentation as necessary for the specific

items on the agenda, with the support of the consultants appointed by the Company and in respect of the deadline of 3 days prior to the meeting, envisaged by Art. 21.4 of the Articles of Association for the convening of the Board; this deadline is respected in almost all cases.

The results of the board evaluation carried out by the Company, shared during the Board meeting held on 11 September 2020, it was revealed that the Directors expressed an opinion that the completeness of the pre-board information and documentation was almost entirely adequate, although they hoped that the Company would share the documentation in support of discussion of BoD and Committee meetings earlier, further ahead of such meetings.

Again during the board evaluation, all Directors in any case considered the Board's choice not to adopt a regulation governing board works during the year to be appropriate, in view of the effective meeting organisation and operation and the completeness of the information supplied. More specifically, three directors commented that they felt no need to adopt a regulation in terms of costs and benefits and in view of the correct conduct of meetings.

The Board has therefore not passed any resolutions on a specific deadline by which to submit the pre-board documentation and information, without prejudice to the fact that the Chief Executive Officer and Chairman have committed to monitoring that the competent corporate departments and external consultants share such documentation in an increasingly timely manner.

Finally, please note that for FY 2021, in line with the provisions of Recommendation 11 of the New Code, the Board shall in any case adopt a regulation governing board works.

As already mentioned in the previous paragraph, on the invitation of the Chairman, the Company's Chief Financial Officer generally attends, where such is functional to the better discussion of the items on the agenda, the independent legal consultants of the Company or the Deputy Chairmen of the various Issuer business units.

In compliance with statutory provisions and the Code of Corporate Governance, the Company acknowledges that the Board plays a key role in its governance system.

In accordance with Art. 22 of the Articles of Association, the management of the company business lies exclusively with the Board of Directors, which has the most extensive powers to carry out all acts considered necessary or appropriate to the implementation of the company object.

In accordance with Art. 20 of t he Articles of Association, the Deputy Chairman acts as a substitute of the Chairman and has the same powers in case of absence or impediment of the Chairman.

In addition to the attributes due it in accordance with the law and the Articles of Association, the Board reserves to its exclusive competence all the most important economic and strategic decisions and those with considerable structural impact on operations or which are functional to the monitoring and guiding of the Company and the Group and creating sustainable value over the medium/long-term.

It has the power and indeed the duty to guide and direct the company, pursuing the objective of maximising value for shareholders. To this end, the Board resolves on the transactions necessary to implement the corporate object, save what is expressly reserved by the law or the Articles of Association to the Shareholders' Meeting.

In addition to exercising the powers assigned it by the law, the Board of Directors is also competent to resolve, in accordance with Art. 22.3 of the Articles of Association, on:

• (i) mergers and spin-offs in the cases envisaged by Articles 2505 and 2505-bis of the Italian Civil Code;
• (ii) the creation and closing of secondary branches;
• (iii) the reduction of capital in the event of the withdrawal of one or more shareholders;
• (iv) adaptations of the Articles of Association to bring them into line with provisions of law;
• (v) the transfer of registered office elsewhere within national territory; and

(vi) the issue of convertible bonds or warrants following indirect procedures or when the conversion or option regards the Company's treasury shares or outstanding shares.

The following are also reserved to the exclusive competence of the Board of Directors:

• a. the adoption of the Company's rules of corporate governance and the definition of the Group's corporate governance guidelines;
• b. the approval and monitoring of the adequacy of the Company's organisational, administrative and general accounting structure and that of the subsidiaries of strategic relevance, with specific reference to the Risk Management and Internal Control System (RMICS) and the management of conflicts of interest;
• c. the attribution and revocation of delegations on Chief Executive Officers, defining the relevant limits and exercise methods; the additional definition of the frequency, in any case no less than once a quarter, with which the delegated bodies are required to report back to the Board on the work carried out in the exercise of the delegations conferred upon them;
• d. the definition, on the basis of the proposals made by the Remuneration Committee, of the Company's Remuneration Policy in accordance with Art. 123-ter of the Consolidated Law on Finance;
• e. the determining, having examined the proposals made by the Remuneration Committee and heard the opinion of the Board of Auditors, of the Chief Executive Officers' remuneration and that of the other Directors assigned specific duties, as well as, where the Shareholders' Meeting has not so resolved, the sub-division of the total remuneration due to Board members;
• f. the evaluation of the general management trend, taking specific account of the information received by the appointed bodies, and comparing the results obtained with those forecast, from time to time;
• g. the examination and preventive approval of the Company's transactions and those of its subsidiaries, when these transactions have significant strategic, economic, equity or financial relevance to the Company, paying particularly close attention to situations where one or more Directors have a personal or third party interest, and, more generally, to related party transactions in accordance with the RPT Regulation and the procedures on related party transactions adopted by the Company in accordance with said regulation;
• h. the establishment and appointment of the Remuneration Committee and the Control, Risks and Sustainability Committee, as well as any other internal committees assigned an advisory and proactive role;
• i. the appointment and revocation of the Chief Financial Officer, having consulted with the Board of Auditors, in compliance with Art. 29 of the Articles of Association;
• j. the approval of the procedures and internal organisational measures envisaged by applicable rules of law and regulation and recommended by the Code of Corporate Governance (such as, merely by way of example, the Related Party Transactions Procedure, the Internal Procedure for the management and holding of the Insider Register and the processing of confidential information and the Internal Dealing Procedure);
• k. the approval of related party transactions to which the Company and/or Alkemy Group companies are party, in accordance with the provisions of the law and regulations in force over time, as well as of the related party transactions procedures adopted by the Company in accordance with said regulation;
• l. the assumption, change and extinguishing of contracts with managers and key managers, in both cases reporting directly to the Chief Executive Officer;
• m. the approval of stock option plans and incentive plans in general, in accordance with the provisions of the law and regulations in force over time and in compliance with the Company's Remuneration Policy;

• n. the preparation, examination and approval of the budgets and strategic, industrial and financial plans of both the Company and the Group;
• o. the exercise of the delegation to increase the share capital conferred by the Ordinary Shareholders' Meeting and the implementation of treasury share buyback plans approved by the Shareholders' Meeting, as envisaged under Section 2, letter I) above;
• p. the evaluation of the suitability of the general organisational, administrative and accounting structure of the Company and its subsidiaries having strategic relevance, with particular reference to the internal audit and risk management system;
• q. the assessment of the size, members and function of the Board and its Committees, also in consideration of elements such as professional characteristics, experience, including managerial experience, and the gender of its members, as well as their seniority in office and also in relation to any diversity criteria as may be adopted;
• r. the task of reporting back to the Shareholders in their Meeting; of providing information, in the Corporate Governance Report, amongst others, on the members, activities, self-assessment process and implementation of diversity criteria;
• s. at the end of each year, prepares a calendar of corporate events for the following year;
• t. takes ultimate responsibility for the function and effectiveness of the Organisation, Management and Control Model pursuant to Italian Legislative Decree no. 231/2001.

In connection with the above exclusive competences, please note the following:

− with reference to letter f), in adhering to the recommendations given in the application criterion 1.C.1., letter e) of the Code of Corporate Governance, the Board of Directors has assessed and constantly monitored the general performance of management, comparing the results achieved from time to time with those expected on the basis of the Company's strategic, business and financial plans, taking into account the information supplied by the Chief Executive Officer, in particular during the meetings held on 24 April, 14 May, 25 June and 16 October 2020 and, most recently, 12 February 2021. In light of the unique economic-health crisis that has been suffered during the year, the executive directors have provided the Board of Directors and the Board of Auditors with constant updates on the measures taken to prevent the spread of the COVID-19 virus by the Company and on the impacts on the business, in particular during the meetings held on 08 April 2020, 24 April 2020, 14 May 2020, 25 June 2020 and 13 November 2020.

In this regard, it is recalled that on 08 April 2020, the Company established an executive committee comprising the Chief Executive Officer Duccio Vitali, the Chairman, Alessandro Mattiacci, the Deputy Chairman Vittorio Massone and the then-director Francesco Beraldi, in order to address the COVID-19 emergency, with the functions and powers described in Section 4.4 below, which has concluded its work and was dissolved on 23 July 2020;

− with reference to letter p), at the meeting of 24 March 2020, also taking into account the recent listing process at that date, the Board of Directors deferred its determinations on the Group RMICS whilst awaiting receipt from Deloitte & Touche S.p.A. ("Deloitte"), appointed to this end, of the Company Risk Assessment Report. This document was made available to the Company and the Head of Internal Audit in June 2020. On the basis of the results provided by Deloitte, the Head of Internal Audit consequently prepared the 2020 Internal Audit Plan, which was approved by the Board during the meeting held on 23 July 2020 and was launched by the Company in September 2020. The Board's evaluation of the Group RMICS and Audit Plan were therefore positively assessed during the Board meeting held on 22 March 2021.

As regards the transactions of the Company and its subsidiaries, when such transactions are of strategic, economic, equity or financial importance for the Company, as described above, they are reserved to the exclusive competence of the Board of Directors, which applies the general criteria and limits recalled above. In adhesion to the recommendations of Art. 1.C.1, letter e) of the Code of Corporate Governance, the Chief Executive Officer reported back to the Board of Directors and the Board of Auditors on the significant transactions and those of strategic, economic and equity relevance of the Company and subsidiaries, including during discussion of the general performance of operations as referenced above.

Finally, please note that the Shareholders' Meeting has not, in a general and pre-emptive manner, authorised exemptions from the prohibition against competition provided for by Art. 2390 of the Italian Civil Code.

Board evaluation

With reference to the activities pursuant to letter q) above, in line with international best practices and as mentioned in the Report on FY 2019, the Board, with the help of an independent consultant (the Legal and Tax Firm Cornelli Gabelli and Associates, in the person of Mara Luisa Sartori¹ ) has launched the selfassessment procedure on the size, members and operation of the Board of Directors and its Committees - for the period running from the appointment of the board on 25 June 2019 until 08 September 2020 - also taking into account elements such as the professional characteristics, experience (including managerial) and gender of its members, and their seniority of office; in order to guarantee greater impartiality.

The consultant appointed has therefore prepared a specific questionnaire with the contents described below. The Chairman of the Board of Directors has validated the questionnaire that, with the help of the People and Culture Department Manager, on 24 July 2020, was made available to each director through the "surveymonkey" platform, in a specifically-created section, in order to guarantee the anonymity of the related answers. Access to the questionnaire did not, in fact, require any prior registration. The questionnaires completed were also only made accessible to the consultant appointed to analyse the responses supplied anonymously by each director and to prepare the summary document, which aims to provide an assessment of the work of the Board of Directors and its Committees in terms of both effectiveness and efficiency, with the aim of identifying any elements that may complete its function in the short-term (e.g. improving the disclosure in support of the decision-making process and board resolutions) or provide useful elements to allow for medium/long-term strategic interventions (e.g. gathering recommendations to be transferred to the Board of Directors and/or shareholders on the Board's membership, operation and size).

The questionnaire was structured into two macro sections, the first dedicated entirely to the Board of Directors (and Independent Directors) and the second to the Board Committees. The Section dedicated to the Board of Directors was, in turn, divided up into subsections (size and membership - operation - organisation of the meetings - documentation and information and remuneration), while the Section on Committees has been divided up into two subsections, one dedicated to the assessment of its size and operation, open to all directors, and one to assessing the members of the respective committees. In the questions (a total of around 90), each director was asked to express an assessment from 1 to 5, where: 1 = (inadequate); 2 = (partially adequate); 3 = (basically adequate); 4 = (adequate); 5 = (entirely adequate), in any case leaving some questions for open answer for each question or section and at the end of the whole questionnaire, for any clarifications, comments, proposals and/or suggestions that were then taken into account when preparing the final report summarising the results of the board evaluation (the "Report").

The questionnaire did not ask any questions about individual directors.

The Report prepared by the external consultants upon completion of the answers collected in the questionnaire, revealed that the overall consideration was positive, with a score of 4.16.

More specifically:

¹ It is specified that the Legal and Tax Firm Cornelli Gabelli and Associates in the person of Maria Luisa Sartori, provides the Company with legal assistance and consulting with corporate matters, acting as secretary during the meetings of the Board of Directors and Board Committees and, on the request of the management and shareholders, in connection with specific regulatory requirements.

• (i) the adequacy of the members and size of the Board of Directors was particularly appreciated, above all with reference to the representation on the Board of the various executive, non-executive and independent members and the professional characteristics and managerial experience of the executive directors;
• (ii) satisfaction was expressed with respect to the Board's work in terms of (i) frequency of attendance of meetings by all directors; (ii) climate and dialectics in the board meeting; (iii) weighting recognised to the opinion of the executive and non-executive directors in passing Board resolutions; and (iv) minutetaking of meetings;
• (iii) a very positive opinion was also given on the function of the Board Committees;
• (iv) the Committees and, in particular, the Executive Committee established to address the COVID-19 emergency were found to be excellent in terms of role, operation, members and size.

At the same time, the analysis of the answers given by the directors revealed the following points for improvement:

• (i) the opportunity of sharing the documentation in support of discussion of BoD and Committee meetings earlier, further ahead of such meetings;
• (ii) intensify the attendance of the group's senior managers of the meetings;
• (iii) engaging the Board more and training it better on the topics relating to the promotion of initiatives aimed at fostering the participation of shareholders and, in general, in dialogue between the Company and shareholders;
• (iv) improving planning of the meetings of the Independent Directors only.

The answers and considerations provided by the Directors in response to the questionnaires, as conveyed in the Report, were analysed together by the Board during the meeting held on 11 September 2020, after which the Board unanimously deemed its operation to be generally positive, as well as that of the Remuneration Committee, the Control, Risks and Sustainability Committee and the Extraordinary Executive Committee, as well as their respective size and composition.

4.3. Delegated bodies

Chief Executive Officers

Pursuant to Articles 20.4 and 20.5 of the Articles of Association, the Board of Directors may delegate parts of its assignments to an Executive Committee comprising minimum of 3 (three) and maximum of 5 (five) directors, determining the limits of the delegation, the number of members and the methods of operation of the committee. The Board of Directors may not delegate - neither to each Chief Executive Officer, nor to individual directors, nor indeed to the Executive Committee (if appointed) - decisions under Article 2381 of the Italian Civil Code and any other decisions that must be taken, by law or according to regulations, with the vote of the entire Board of Directors.

The Company has attributed specific operative delegations to some directors and, in particular, to the Chairman of the Board of Directors, Alessandro Mattiacci, and the Chief Executive Officer Duccio Vitali.

The choice to assign operative delegations to the Chairman of the Board of Directors is justified by the particular competences acquired by Mr Mattiacci and the value shown in identifying and developing growth opportunities by external lines of Alkemy.

The Chairman of the Board of Directors shall have all powers envisaged by the law and the Articles of Association, with specific reference to the guiding role and the management of the works of the corporate bodies, as well as the Company's representation.

By resolution passed on 25 June 2019, the Chairman of the Board of Directors was assigned the following powers, to be exercised up to the budget limits approved annually by the Company:

A. COMMERCIAL SALES

By individual and separate signature, up to Euro 3,000,000 per individual transaction or multiple interconnected transactions.

By joint signature together with that of another director with suitable powers, for transactions (also interconnected) worth more than Euro 3,000,000.

• 1. to stipulate, for and on behalf of the company, framework agreements with customers and to take part in temporary consortia;
• 1. to prepare offers and quotations, to stipulate contracts for the supply of goods and services, to arrange for the issue of invoices, debit and credit notes, to sign such and issue receipt thereof, and also to demand amounts, including by means of mandates, issuing receipts and waivers thereof.

B. PURCHASES

By individual and separate signature up to Euro 500,000 per individual transaction or multiple inter-connected transactions.

By joint signature together with that of another director with suitable powers, for transactions (also interconnected) worth more than Euro 500,000 and up to Euro 1,000,000.

By joint signature together with that of two more directors with suitable powers, for transactions (also interconnected) worth more than Euro 1,000,000.

• 1. to stipulate, sign and potentially cancel purchase orders and contracts for goods necessary for the regular operation and growth of the Company, collecting and refusing goods, accepting or rejecting supplier invoices;
• 1. to purchase, sell and exchange movable assets entered on public registers, including motor vehicles relative to the Company's business, office equipment, hardware and software;
• 1. to sign and stipulate, for and on behalf of the Company, regulatory agreements and contracts for the purchase of goods or services and the supply or sub-supply of services of any type, as long as relevant to the corporate business;
• 1. to stipulate (with all the appropriate clauses, including arbitration clauses), to amend and terminate contracts and agreements relating to the company business, including, merely by way of example, rental contracts, transport contracts, tenders, free loan, procurement, delivery and deposit agreements;
• 1. to stipulate contracts for the lease of assets, including financial leases but only for movable assets, with the exclusion of leases for more than nine years applicable to real estate, as envisaged by Art. 1572 of the Italian Civil Code.

C. EMPLOYMENT CONTRACTS

By individual and separate signature up to Euro 80,000 (in terms of gross annual remuneration) per individual transaction or multiple inter-connected transactions.

By joint signature together with that of another director with suitable powers, for transactions (also interconnected) worth more than Euro 80,000 and up to Euro 100,000 (in terms of gross annual remuneration).

1. to hire and dismiss company employees, with the exception of the appointment, hiring and dismissal of managers, establishing duties and qualifications and determining the gross annual remuneration, within the above limit, to sign letters of employment and requests for clearance from the Ministry of Employment and job centres;

• 1. to be party to and sign any acts, including collective bargaining agreements, and all formalities relating to staff management (excluding managers), their organisation and use, including disciplinary actions, also arranging for their transfer from one production unit to another, where appropriate and legitimate;
• 1. to represent the Company before any trade union, welfare or category association or entity;
• 1. to represent the Company before the Employment Offices;
• 1. to pay, for and on behalf of the Company, expense notes, reimbursements and advances to company employees.

D. BANK, POST OFFICE AND FINANCIAL TRANSACTIONS

By joint signature together with that of the Company's Chief Financial Officer, for transactions (also interconnected) worth more than Euro 400,000 and up to Euro 600,000.

By joint signature together with that of the Company's Chief Financial Officer, and that of another director with suitable powers, for transactions worth more than 600,000.

• 1. to open and close bank current and postal accounts;
• 1. to operate with credit institutes in connection with the following transactions:
  2. (i) opening of credit facility on current account;
  3. (ii) orders and withdrawals from correspondence current accounts, including by means of bank cheques to the order of the third parties, against liquid funds or loans granted or in any case overdrafts;
  4. (iii) establishment of caution deposits;
  5. (iv) transfer of receivables;
  6. (v) bank and insurance bonds;
  7. (vi) issues of direct promissory notes and bills drawn;
  8. (vii) orders of foreign exchange and security transactions, with the faculty to transfer the securities and demand the revenues;
  9. (viii) establishment of securities deposits under custody or administration;
  10. (ix) withdrawals from custody deposits or deposits under administration of securities, even if extracted or favoured by premiums, with the faculty to demand the relevant principal and premiums;
  11. (x) to stipulate lease contracts, contracts for the use and termination of safety boxes, cabinets and sections in safes, establishment and withdrawal of closed deposits;
  12. (xi) to sign all other documents necessary or useful to the completion of the procedures relating to the above transactions.

By joint signature together with that of the Company's Chief Financial Officer, or alternatively that of the Chief Executive Officer, for transactions worth more than 500,000.

1. to make payments to subsidiaries.

E. MISCELLANEOUS

• 1. To draft and sign all Company correspondence and all other documents requiring the Company's signature.
• 1. To sign letters of confidentiality relating to confidential information given and received by the Company.

• 1. To take and defend any action, case or proceedings to which the Company is or may be party, before any legal authority, whether civil, including the employment magistrate, criminal, administrative or tax, at any stage and level, including enforcement, interim and urgent proceedings; to this end, to appoint lawyers and confer the relevant powers of attorney, to elect addresses for service, to act and defend in any proceedings, to sign acts, summonses, petitions, suits, statements and notices, acts of appeal and all other types of appeal and encumbrance, to make declarations, to respond to free and formal crossexaminations, to receive amounts and property, to issue the relevant receipts thereof, to settle and conciliate disputes and to sign the related settlement deeds, to waive acts and rights and to sign acts of waiver, to withdraw suits and all other powers necessary or even merely appropriate to ensuring the full jurisdictional protection of the Company for the conciliation and settlement of all disputes, without any able to claim that the appointed director is lacking determined powers, all hereby with the promise of ratification and validation and to be completed in multiplex contexts;
• 1. To carry out all preliminary, connected, consequential and in any case necessary or useful acts to the exercise of the powers conferred;
• 1. To represent the Company in the shareholders' meetings of investees.
• 1. Within the limits of the powers conferred upon him, to issue special powers of attorney for certain acts or categories of acts.

Please note that in light of the limited powers conferred on the Chairman of the Board of Directors, he is not classed as the Company Chief Executive Officer, as he is not the main party responsible for business management; therefore, the Issuer has not appointed a lead Independent Director in accordance with the application criteria 2.C.4 and 2.C.5 of the Code of Corporate Governance.

By resolution passed on 25 June 2019, the Board appointed director Duccio Vitali as the Company's Chief Executive Officer, conferring upon him the necessary powers of ordinary Company administration. On 11 September 2020, in consideration of the appointment as General Manager of Massimo Canturi, and the powers conferred upon him for the exercise of his duties, the Board of Directors revoked the powers conferred up to that point on the Chief Executive Officer Duccio Vitali, at the same time, conferring upon him the powers listed below, to be exercised within the limits of the budget approved each year by the Company:

A. COMMERCIAL SALES

By individual and separate signature, up to Euro 5,000,000 per individual transaction or multiple interconnected transactions.

By joint signature together with that of another director with suitable powers, for transactions (also inter-connected) worth more than Euro 5,000,000.

• 1. to stipulate, for and on behalf of the company, framework agreements with customers and to take part in temporary consortia;
• 1. to prepare offers and quotations, to stipulate contracts for the supply of goods and services, to arrange for the issue of invoices, debit and credit notes, to sign such and issue receipt thereof, and also to demand amounts, including by means of mandates, issuing receipts and waivers thereof.

B. PURCHASES

By individual and separate signature up to Euro 500,000 per individual transaction or multiple interconnected transactions.

By joint signature together with that of another director with suitable powers, for transactions (also inter-connected) worth more than Euro 500,000 and up to Euro 1,000,000.

By joint signature together with that the Chief Financial Officer and another director with suitable powers, for transactions (also inter-connected) worth more than Euro 1,000,000.

• 1. to stipulate, sign and potentially cancel purchase orders and contracts for goods necessary for the regular operation and growth of the Company, collecting and refusing goods, accepting or rejecting supplier invoices;
• 1. to purchase, sell and exchange movable assets entered on public registers, including motor vehicles relative to the company's business, office equipment, hardware and software;
• 1. to sign and stipulate, for and on behalf of the company, regulatory agreements and contracts for the purchase of goods or services and the supply or sub-supply of services of any type, as long as relevant to the corporate business;
• 1. to stipulate (with I the appropriate clauses, including arbitration clauses), to amend and terminate contracts and agreements relating to the company business, including, merely by way of example, rental contracts, transport contracts, tenders, free loan, procurement, delivery and deposit agreements;
• 1. to stipulate contracts for the lease of assets, including financial leases but only for movable assets, with the exclusion of leases for more than nine years applicable to real estate, as envisaged by Art. 1572 of the Italian Civil Code.

C. EMPLOYMENT CONTRACTS

By individual and separate signature up to Euro 80,000 (in terms of gross annual remuneration) per individual transaction or multiple inter-connected transactions.

By joint signature together with that of another director with suitable powers, for transactions (also inter-connected) worth more than Euro 80,000 and up to Euro 100,000 (in terms of gross annual remuneration).

• 1. to hire and dismiss company employees, with the exception of the appointment, hiring and dismissal of managers, establishing duties and qualifications and determining the gross annual remuneration, within the above limit, to sign letters of employment and requests for clearance from the Ministry of Employment and job centres;
• 1. to be party to and sign any acts, including collective bargaining agreements, and all formalities relating to staff management (excluding managers), their organisation and use, including disciplinary actions, also arranging for their transfer from one production unit to another, where appropriate and legitimate;
• 1. to represent the Company before any trade union, welfare or category association or entity;
• 1. to represent the Company before the Employment Offices;
• 1. to pay, for and on behalf of the Company, expense notes, reimbursements and advances to company employees.

D. BANK, POST OFFICE AND FINANCIAL TRANSACTIONS.

D.1. By individual signature and with no limit to amount

• 1. to transfer for collection, for and on behalf of the company, cheques, bills of exchange and documents for collection or discount to be credited to the company's current accounts, to make transfers between bank and post office current accounts held by the Company;
• 1. to make payments for tax and contribution requirements.
• 1. to open and close bank current and postal accounts.

D.2. By individual signature and within the limits of the overdrafts and facilities granted:

1. to use the bank overdrafts and facilities granted and resolved in the company's favour.

D.3. By individual and separate signature up to Euro 400,000 per individual transaction or multiple inter-connected transactions.

By joint signature together with that of the Company's Chief Financial Officer, for transactions (also inter-connected) worth more than Euro 400,000 and up to Euro 600,000.

By joint signature together with that of the Company's Chief Financial Officer, and that of another director with suitable powers, for transactions worth more than 600,000.

• 1. to operate with credit institutes in connection with the following transactions:
  2. (i) opening of credit facility on current account;
  3. (ii) payment orders and withdrawals from correspondence current accounts, including by means of bank cheques to the order of the third parties, against liquid funds or loans granted or in any case overdrafts;
  4. (iii) establishment of caution deposits;
  5. (iv) transfer of receivables;
  6. (v) bank and insurance bonds;
  7. (vi) issues of direct promissory notes and bills drawn;
  8. (vii) orders of foreign exchange and security transactions, with the faculty to transfer the securities and demand the revenues;
  9. (viii) establishment of securities deposits under custody or administration;
  10. (ix) withdrawals from custody deposits or deposits under administration of securities, even if extracted or favoured by premiums, with the faculty to demand the relevant principal and premiums;
  11. (x) to stipulate lease contracts, contracts for the use and termination of safety boxes, cabinets and sections in safes, establishment and withdrawal of closed deposits;
  12. (xi) to sign all other documents necessary or useful to the completion of the procedures relating to the above transactions.

D.4. By individual and separate signature up to Euro 500,000 per individual transaction or multiple inter-connected transactions.

By joint signature together with that of the Company's Chief Financial Officer, and that of another director with suitable powers, for transactions worth more than 500,000.

To make payments to subsidiaries.

E. RELATIONS WITH PUBLIC OFFICES AND THE LEGAL AUTHORITIES

By individual signature:

• 1. To represent the Company in Italy and abroad, before any public or private entity and in all its relations with the Public Administration; in particular before: any state or para-state office and entity, Ministries, the Italian Exchange Office, the Chambers of Commerce, the Public Motor Vehicles Registry, the Office of Regions, Provinces and Municipalities and local districts, the offices of the Issues Institute, Cassa Depositi e Prestiti, the Public Debt offices, Treasuries and Treasury Coffers, the Insurance company and transport offices, both state and under concession, Customs offices, making deliveries and collections, setting and releasing goods and valuable from restrictions; the Revenue Agency, the Financial Administration in general, the Regional, municipal and provincial offices for local tax;
• 1. To draft and sign the declarations and communications to Ministries, the Revenue Agency and the Customs, the Chambers of Commerce, Stock Markets and other public and private entities and offices, regarding requirements laid down for the Company by laws and regulations; to propose, accept and sign agreements with the State Financial Administration and local entities.

• 1. To carry out all acts and operations in tax, currency, anti money laundering, fiscal and duty matters, in regard to the central and outlying bodies and offices of the State financial administration and to represent the Company in such matters before the tax commissions and in cassation, all with the most extensive faculties in terms of presenting claims, documents, reports, petitions, challenges, negotiating and defining all cases, also in relation to assessments carried out by the financial offices, the adhesion to their requests, requests for reimbursements, signing all deeds, documents and receipts as may be necessary for the foregoing.
• 1. To sign all declarations and deeds and carry out all activities and fulfil all requirements laid down for the Company by law in regard to Consob, Borsa Italiana, the Bank of Italy, the Italian Exchange Office, the Protection Authorities, the Chambers of Commerce and, more generally, the State Public Administrations.
• 1. To carry out, at public administrations, public offices and entities, all acts and operations as may be necessary to obtain registrations, variations, administrative concessions, licences and authorisation deeds in general, as necessary to achieving the company object; to stipulate and sign disciplinary records, agreements, acts of submission and any other preparatory deeds for such provisions.
• 1. To represent the Company in any bankruptcy and insolvency proceedings.
• 1. To take and defend any action, case or proceedings to which the Company is or may be party, before any legal authority, whether civil, including the employment magistrate, criminal, administrative or tax, at any stage and level, including enforcement, interim and urgent proceedings; to this end, to appoint lawyers and confer the relevant powers of attorney, to elect addresses for service, to act and defend in any proceedings, to sign acts, summonses, petitions, suits, statements and notices, acts of appeal and all other types of appeal and encumbrance, to make declarations, to respond to free and formal cross-examinations, to receive amounts and property, to issue the relevant receipts thereof, to settle and conciliate disputes and to sign the related settlement deeds, to waive acts and rights and to sign acts of waiver, to withdraw suits and all other powers necessary or even merely appropriate to ensuring the full jurisdictional protection of the Company for the conciliation and settlement of all disputes, without any able to claim that the appointed director is lacking determined powers, all hereby with the promise of ratification and validation and to be completed in multiplex contexts.

F. PRIVACY

By individual signature:

• 1. all powers to ensure that personal data is processed in compliance and complete respect of Italian Legislative Decree no. 196/2003 (the "Code") and Regulation EU 679/2016 (the "Regulation") and, in general, all current legislation, to ensure, merely by way of example, fulfilment of the following legal requirements:
  2. (i) to implement all measures laid down by the Code and the Regulation;
  3. (ii) to represent the Company in all relations with the natural persons to whom the personal data refers, as well as with their delegated representatives;
  4. (iii) to represent the Company in all relations with the technicians, consultants and other external collaborators, as well as with suppliers and other subjects with which it may be necessary or useful to entertain relations in order to better implement current legislation;
  5. (iv) if necessary, to identify and appoint one or more persons in charge of the processing and to provide them with detailed operating instructions;
  6. (v) to monitor compliance with the instructions given;
  7. (vi) to fulfil all disclosure obligations and obligations relating to the acquisition of consent, in accordance with Art. 13 of the Regulation;
  8. (vii) to guarantee that data subjects can effectively exercise the rights envisaged under Art. 15 et seq. of the Regulation;

• (viii) to promptly process all requests made for information by the Data Protection Authority;
• (ix) to ensure the preparation and update of a security system that is able to ensure compliance with the indications and instructions given in the Code and Regulation;
• (x) to appoint and revoke, under the scope of the powers conferred, special powers of attorney for individual acts or categories of acts.

G. MISCELLANEOUS

• 1. To draft and sign all Company correspondence and all other documents requiring the Company's signature.
• 1. To sign letters of confidentiality relating to confidential information given and received by the Company.
• 1. To carry out all preliminary, connected, consequential and in any case necessary or useful acts to the exercise of the powers conferred.
• 1. To represent the Company in the shareholders' meetings of investees.
• 1. Within the limits of the powers conferred upon him, to issue special powers of attorney for certain acts or categories of acts.

The Chief Executive Officer Duccio Vitali is named Chief Executive Officer and does not hold any position as Director in any other listed issuer in which a Company Director is named Chief Executive Officer.

Please also note that the Chief Executive Officer Duccio Vitali was appointed Director in charge of the Risk Management and Internal Control System (the "RMICS") by Board resolution passed on 10 July 2019, also in accordance with and pursuant to the application criterion 7.C.4 of the Code of Corporate Governance.

For more details on the powers and duties of the Director in charge of the RMICS, please refer to section 11.2 further down in this Report.

4.4. Executive Committee (pursuant to Art. 123-bis, paragraph 2, letter d) of the Consolidated Law on Finance)

During the year, by resolution passed on 08 April 2020, on the proposal of the Chairman of the Board of Directors, the Board of Directors approved the appointment of an Executive Committee to which it assigned delegations and powers as necessary to allow for the rapid adoption and implementation of decisions aiming to strengthen Alkemy's business and its positioning on the market to cope with the COVID-19 emergency. The Executive Committee has been assigned the following tasks:

Financial:

• (i) management of the debt payable to banks according to the various business performance scenarios in which the Company will find itself operating over the coming months;
• (ii) management of current assets through a monitoring plan and debt/credit actions, including on a Group level;
• (iii) the constant monitoring of the regulatory evolutions in progress in connection with the COVID-19 emergency and the preparation of the necessary plans/actions prior to obtaining all the financial instruments that will be made available to businesses, to this end availing itself of the support of a team of professionals that the Committee shall choose;
• (iv) the constant monitoring and all appropriate assessment in connection with the exercise of the put/call options held by the Company, assessing the possible related risks and reporting to the board for the adoption of the appropriate initiatives.

Organisation

(i) consistently with the financial and strategic aspects, the decision regarding the most appropriate organisational model to be adopted in the short/medium-term;

• (ii) the identification and consequent adoption of the specific interventions aimed at strengthening the various functional and business areas, just like those intended to reduce the costs, hereby attributing to the committee (a) all powers to establish the deferral of payment of the fees envisaged in the interventions identified as soft and medium in the Explanatory Documentation and (b) where conditions are met for interventions as per the "medium" scenario, the power to apply for temporary lay-off funds for up to 20% of the current Company workforce;
• (iii) the identification and adoption of suitable interventions aimed at strengthening the cohesion and focus of the extended team;

Commercial strategy:

(i) the identification and implementation of a specific commercial plan aimed at addressing the contingent crisis.

The Executive Committee, numbering 4 executive directors in the persons of Vittorio Massone (appointed Committee Chairman), Alessandro Mattiacci, Duccio Vitali and Francesco Beraldi, remained in office until the contingencies linked to the Company's management of the COVID-19 emergency cease and, therefore, until 23 July 2020, by virtue of the resolution passed on that same date by the Board of Directors, which also revoked the delegations.

Between its appointment and its cessation, the Executive Committee met multiple times, with each meeting attended by all its members, 3 times formally, including with the attendance of representatives of the board of auditors and drafting specific minutes; the average duration of the meetings was 3 hours and 50 minutes.

4.5. Other Executive Directors

On 13 February 2020, the Board of Directors attributed to the newly-appointed Deputy Chairman Massone the following powers:

COMMERCIAL SALES

By individual and separate signature, up to Euro 500,000 per individual transaction or multiple interconnected transactions.

By joint signature together with that of another director with suitable powers, for transactions (also inter-connected) worth more than Euro 500,000.

• 1. to stipulate, for and on behalf of the company, framework agreements with customers and to take part in temporary consortia;
• 1. to prepare offers and quotations, to stipulate contracts for the supply of goods and services, to arrange for the issue of invoices, debit and credit notes, to sign such and issue receipt thereof, and also to demand amounts, including by means of mandates, issuing receipts and waivers thereof.

As mentioned, by resolution passed on 11 September 2020, the Board of Directors conferred upon the director Massimo Canturi the following powers, at the same time also appointing him General Manager:

COMMERCIAL SALES

By individual and separate signature, up to Euro 3,000,000 per individual transaction or multiple interconnected transactions.

By joint signature together with that of another director with suitable powers, for transactions (also inter-connected) worth more than Euro 3,000,000 and up to Euro 5,000,000.

to stipulate, for and on behalf of the Company, framework agreements with customers and to take part in temporary consortia.

to prepare offers and quotations, to stipulate contracts for the supply of goods and services, to arrange for the issue of invoices, debit and credit notes, to sign such and issue receipt thereof, and also to demand amounts, including by means of mandates, issuing receipts and waivers thereof.

PURCHASES

By individual and separate signature up to Euro 300,000 per individual transaction or multiple interconnected transactions.

By joint signature together with that of the company's Chief Financial Officer, for transactions (also inter-connected) worth more than Euro 300,000 and up to Euro 500,000.

By joint signature together with that of the Chief Financial Officer and another director with suitable powers, or, alternatively, that of two directors with suitable powers, for transactions (also interconnected) worth more than Euro 500,000 and up to Euro 1,000,000.

to stipulate, sign and potentially cancel purchase orders and contracts for goods necessary for the regular operation and growth of the Company, collecting and refusing goods, accepting or rejecting supplier invoices;

to purchase, sell and exchange movable assets entered on public registers, including motor vehicles relative to the company's business, office equipment, hardware and software;

to sign and stipulate, for and on behalf of the company, regulatory agreements and contracts for the purchase of goods or services and the supply or sub-supply of services of any type, as long as relevant to the corporate business;

to stipulate (with I the appropriate clauses, including arbitration clauses), to amend and terminate contracts and agreements relating to the company business, including, merely by way of example, rental contracts, transport contracts, tenders, free loan, procurement, delivery and deposit agreements.

EMPLOYMENT CONTRACTS

By individual and separate signature up to Euro 60,000 (in terms of gross annual remuneration) per individual transaction or multiple inter-connected transactions.

By joint signature together with that of the Company's Chief Executive Officer, for transactions (also inter-connected) worth more than Euro 60,000 and up to Euro 100,000.

to hire and dismiss company employees, with the exception of the appointment, hiring and dismissal of managers, establishing duties and qualifications and determining the gross annual remuneration, within the above limit, to sign letters of employment and requests for clearance from the Ministry of Employment and job centres;

to be party to and sign any acts, including collective bargaining agreements, and all formalities relating to staff management (excluding managers), their organisation and use, including disciplinary actions, also arranging for their transfer from one production unit to another, where appropriate and legitimate;

to represent the Company before any trade union, welfare or category association or entity;

to represent the Company before the Employment Offices;

to pay, for and on behalf of the Company, expense notes, reimbursements and advances to Company employees.

MISCELLANEOUS

To draft and sign all the Company's commercial correspondence.

To carry out all preliminary, connected, consequential and in any case necessary or useful acts to the exercise of the powers conferred.

Within the limits of the powers conferred upon him, to issue special powers of attorney for certain acts or categories of acts.

4.6. Independent Directors

In compliance with the independence requirements established by applicable legislation, in the number established by applicable provisions of laws and regulations, there are currently four independent directors on the Board of Directors, (out of a total of nine directors) namely Serenella Sala, Andrea Di Camillo, Giorgia Abeltino and Giulia Bianchi Frangipane (the "Independent Directors"), who:

• a) do not control the Issuer, directly or indirectly, or through subsidiaries, trustee companies or a third party nor are they able to exercise significant influence over it;
• b) do not participate, directly or indirectly, in any shareholders' agreement through which one or more individuals can exercise control or significant influence over the Issuer;
• c) are not, and have not been in the previous three financial years, significant representatives (meaning the Chairman, a legal representative, Chairman of the board, Executive Director or a Key Manager) of the Issuer, a strategically significant subsidiary of the latter, a company which is subject to joint control, a company or an entity which, including with others through a shareholders' agreement, controls the Issuer or is able to exercise significant influence over the Issuer;
• d) do not hold, and have not held in the previous year, directly or indirectly (for example through subsidiaries or companies in which they act as significant representatives , in the sense indicated under point (iii) above, or as partners of a professional concern or a consulting company), a significant commercial, financial or professional relationship: (a) with the Issuer, a subsidiary, or any significant representatives, pursuant to point (iii) above, thereof; (b) with an individual which, including jointly with others through a shareholders' agreement, controls the Issuer, or if this is a company or an entity, with significant executives, in the sense indicated under point (iii) therein or (c) they do not hold and have not held in the previous three years an employment relationship with the aforementioned entities and individuals;
• e) notwithstanding the indications under (iv) above, they do not have any freelance or employment relations, or any other relations of a pecuniary or professional nature such that their independence would be compromised: (a) with the Issuer, its subsidiaries or parent companies or company subject to joint control; (b) with the Directors of the Issuer; (c) with individuals that have a spouse, parental relationship or kinship up to the fourth Decree with the directors of the companies under point (a);
• f) do not receive, and nor have they received in the preceding three years, from the Issuer or a company that is the latter's subsidiary or parent, any significant additional remuneration compared to the "fixed" emolument payable to a non-executive director of the Issuer, including participation in incentive schemes which are connected to company performance, including stock based plans;
• g) have not been Directors of the Issuer for more than nine of the last twelve years.

The Independent Directors entirely form the Remuneration Committee and the Control and Risks Committee. These same Independent directors have been chosen, as members of the Control and Risks Committee, also as members of the Related Party Transactions Committee, identified in the relevant procedure.

During the first meeting held after its renewal on 25 June 2019, and during the meeting held on 11 September 2020, the Board of Directors, as a whole, verified, with reference to the indications given by each of them, that said Directors meet the independence requirements envisaged by Article 147-ter, paragraph 4 of the Consolidated Law on Finance (which recalls Article 148, paragraph 3 of the Consolidated Law on Finance) and Article 3 of the Code of Corporate Governance.

Considering the total number of Independent Directors currently in office (four our of nine) and the fact that there are no situations that could, even only abstractly, come under the hypotheses identified by the Code of Corporate Governance as suggesting a lack of independence (the Independent Directors do not entertain any economic, professional, commercial or financial relations with the Company), the Board of Directors believed there was no need to define the quantitative and qualitative criteria by which to assess the significance pursuant to letters c) and d) above.

The Independent Directors also undertake to promptly notify the Board of Directors should any situation arise that causes them to lose their independence requirements and to consequently allow it to make the necessary and/or consequent decisions. The Board of Auditors shall verify the correct application of the criteria and procedures for assessment adopted by the board to annually assess the independence of its members, disclosing the results of said controls in its report to the shareholders' meeting. As part of the periodic controls carried out during the year, the Board of Auditors did not note any reason why the independence of the Independent Directors should not be assessed in accordance with regulations currently in force.

Also as regards the application criterion 3.C.5 of the Code of Corporate Governance, in the meeting held on 9 September 2020, the Board of Auditors verified the correct application of the criteria adopted by the Board to assess the independence of its members, taking note of the declarations given by the individual parties concerned.

4.7. Lead Independent Director

As, as at the Report Date, the criteria pursuant to criterion 2.C.4 of the Code of Corporate Governance are not met, the Company has not designated an independent director as Lead Independent Director.

5. PROCESSING OF CORPORATE INFORMATION

On 10 July 2019, the Alkemy Board of Directors adopted the "Internal Inside Information Management Procedure" (the "Inside Information Procedure"), in compliance with applicable European Community and national legislation on the prevention and fight against market abuse and public communications, as well as in adhesion to the recommendations pursuant to application criterion 1.C.1 (j) of the Code of Corporate Governance, intended to regulate: (a) the management and processing of inside information as defined by the processing; (b the establishment and keeping of the Insider Register.

The Procedure for the processing of Inside Information and the establishment and keeping of the Insider Register defines, amongst others, (i) the identification of the subjects called to comply with the provisions set out therein; (iii) the competences and responsibilities of the Board of Directors and other subjects identified by the procedure; (iv) the identification and management of inside information; (v) the procedure for activating the late public disclosure procedure of inside information and the verification that conditions are met for the delay thereafter; and (iv) the method by which inside information is spread and communicated to the market.

With reference to the keeping of the Insider Register, the Procedure for the processing of Inside Information and the establishment and keeping of the Insider Register, regulates: (i) the identification of the parties responsible for keeping said register; (ii) the criteria for identifying the persons to be entered on the Insider Register (both in the "occasional section" and the "permanent section"); (iii) the methods and function of the Insider Register; (iv) the contents and notification of the registration; and (v) the update of the Insider Register.

With specific reference to the inside information pursuant to Art. 7 of the Market Abuse Regulation. In order to apply the Inside Information Procedure, the Company takes into account the interpretations and applicative indications given in the Consob Guidelines to the management of inside information, no. 1/2017 (October 2017).

On this same date, the Company also adopted the Internal Dealing Procedure pursuant to Article 19 of the MAR, aimed at regulating the information obligations in regard to Consob and the public, connected with the carrying out by "relevant subjects" and "closely related persons" and "relevant shareholders" and "closely related persons", identified in accordance with the MAR, the Consolidated Law on Finance and the Issuers' Regulation, of transactions concerning financial instruments issued by the Company.

Full details of the procedures are given on the Company's website www.alkemy.com, in the Governance/Documents and Procedures section.

6. INTERNAL BOARD COMMITTEES (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER D) OF THE CONSOLIDATED LAW ON FINANCE)

In its meeting of 02 October 2019, the Board of Directors established the Control, Risks and Sustainability Committee in accordance with Art. 7 of the Code of Corporate Governance and the Remuneration Committee in accordance with Art. 6 of the Code of Corporate Governance.

With effect starting on the first day of listing on the MTA (therefore starting 17 December 2019), the Control, Risks and Sustainability Committee also acts as Related Party Transactions Committee, in lieu of the committee appointed by resolution passed on 25 June 2019. A summary explanation of the Related Party Transactions Procedure is given in Section 12 below.

Considering the Company's structure and size , also due to the related ownership structure, and the list voting mechanism envisaged by the Articles of Association, which assures a transparent appointment procedure and a balance in the members of the Board of Directors, also with reference to the presence of a suitable number of independent directors, the Board of Directors has not considered there to be any need for an Appointments Committee to be established within the Board of Directors. The related duties, as indicated in the Code of Corporate Governance, will therefore be carried out by the Board of Directors, coordinated by the Chairman.

There are at least three non-executive directors in the committees, the majority of whom are independent and meetings are minuted. In going about their activities, the committees have the faculty to access the information and corporate departments necessary to go about their duties and can ask non-members to attend.

The Control, Risks and Sustainability Committee prepares an economic budget, which is approved by the Board. The Control, Risks and Sustainability Committee and the Remuneration Committee in any case have extra spending faculties over and above the budget when this is required by specific activities carried out.

7. EXECUTIVE COMMITTEE

At at the Report Date, no Executive Committee is in office. For information about the members, role and operation of the Executive Committee established on 08 April 2020 and dissolved on 23 July 2020, see the information given in Section 4.4 above.

8. APPOINTMENTS COMMITTEE

Where the criteria is met as laid down by Principle 4.C.2 (i), (ii) and (iii) of the Code of Corporate Governance, the Board of Directors has chosen, for now, not to establish an Appointments Committee, also in view of the results that emerged from the self-assessment on the balanced membership of the Board and its professional contents acquired, reserving the related duties to the Board as a whole, coordinated by the Chairman.

9. REMUNERATION COMMITTEE

Please refer to the Remuneration Report published on the Corporate Governance/Annual Reports section of the website www.alkemy.com.

Section 1, paragraph A) "Bodies and subjects involved in the preparation and approval of the Remuneration Policy" and paragraph B) "Remuneration Committee: members, competences and operating procedures".

During the year, the Committee met 11 times, specifically on 23 January, 6 February, 13 February, 3 March, 17 March, 20 April, 26 May, 5 June, 9 September, 13 November and 10 December 2020, with an average meeting duration of 1 and a half hours and with the attendance, at each meeting, of all members and 100% of the Board of Auditors.

The Committee has the financial resources necessary to make payment of fees to independent consultants or other experts, as well as to fulfil its duties, in an amount of Euro 25,000.00.

10. REMUNERATION OF DIRECTORS

Please refer to the Remuneration Report published on the Corporate Governance/Annual Reports section of the website www.alkemy.com.

Section 1

• Chapter D) "Objectives and principles of the Remuneration Policy"
• Chapter E) "Fixed and variable components of the remuneration"
  • paragraph 1 "Directors";
  • paragraph 2 "Key Management Personnel";
• Chapter L) "Policy on benefits in the event of resignation or termination of employment"
• Chapter N) "Remuneration policy applied for: (i) Independent Directors, (ii) participation in committees and (iii) performance of particular duties"

Section II

• Chapter "1) Remuneration"
  • Paragraph "1.1 Details of the remuneration of directors and auditors"
• Chapter 5) "Incentive plans based on financial instruments"
• Chapter 6) "2020-2023 Long-Term Incentive Plan"
• Chapter 7) "Agreements envisaging indemnity in the event of the early termination of the contract of employment".

11. CONTROL, RISK AND SUSTAINABILITY COMMITTEE

In accordance with Article 7.P.4 of the Code of Corporate Governance, on 02 October 2019, the Board of Directors has established an internal Control, Risks and Sustainability Committee, with effect from the Trading Start Date.

Members and operation of the Control, Risks and Sustainability Committee

The Control and Risks Committee is made up of the following 3 non-executive directors with suitable professional experience and preparation for carrying out the duties assigned to the committee, all of whom are independent: Andrea Di Camillo (Independent Director and Chairman of the Control, Risks and Sustainability Committee), Giulia Bianchi Frangipane (Independent Director) and Giorgia Abeltino (Independent Director).

At least one member of the Committee has suitable accounting and financial experience. More specifically, Andrea Di Camillo has said suitable experience.

The Committee shall remain in office for the entire mandate of the Board of Directors.

The Committee has its own Regulation governing its members and appointment, duties and operating procedures of the Committee, in compliance with the application criteria and principles contained in the Code of Corporate Governance for listed companies.

The Chairman of the Board of Auditors (or another Auditor designated by him) attends the meetings of the Committee; the other auditors may also attend. To this end, the notice convening the meeting is also sent to the Chairman of the Board of Auditors. The Chief Executive Officer and/or the Director appointed to head the Internal Control System and, only by invitation of the Chairman, the Chairman of the Supervisory Body, other members of the Board of Directors, the Head of the Internal Audit Department, the managers of the other company departments, the Manager appointed to prepare the company's accounting documents and other persons whose presence is considered useful, may also attend meetings.

During the year, the Committee met 7 times, specifically on 3 March, 17 March, 24 March, 28 June, 22 July and 9 September; it also met as Related Parties Committee once, on 10 December 2020. Meetings lasted an average of 1 and a half hours and each meeting was attended by all members, with 100% of the Board of Auditors.

Said meetings were also attended, depending on the subjects matters on the agenda, by the appointed officer of the internal control and risk management system and the Company's Chief Executive Officer, Duccio Vitali, the manager appointed to prepare the company's accounting documents and Chief Financial Officer of Alkemy, Claudio sBenasso, the Company's the head of Internal Auditing, Mario Anaclerio, Mara Luisa Sartori acting as secretary and taking the minutes of the meetings, the representatives of the independent auditing firm KPMG and a representative of the company Deloitte. For FY 2021, at least four quarterly meetings of the Control, Risks and Sustainability Committee are scheduled, in addition to those considered necessary by the Committee for the correct fulfilment of its duties. To this latter end, as at the Report Date, the Control, Risks and Sustainability Committee had met on 3 March and 17 March.

Duties attributed to the Control, Risk and Sustainability Committee

The Control and Risks Committee supports the Board of Directors in deciding in respect of the Internal Control and Risk Management System as well as in approving the regular financial reports, in accordance with the provisions of Art. 7 of the Code of Corporate Governance.

More specifically, the Control, Risks and Sustainability Committee, in assisting the Board of Directors in compliance with the provisions of Art. 7 of the Code of Corporate Governance, has the task, amongst others, of:

• (i) supporting, investigating appropriately, the assessments and decisions of the Board of Directors relative to the internal control and risk management system as well as relative to the approval of the periodic financial reports, such as, merely by way of example, the interim financial report and the annual financial statements;
• (ii) playing an advisory role in terms of transactions with related parties and associates, in accordance with the terms and conditions set out in the specific Related Party Transaction Procedure;
• (iii) playing an advisory role, duly investigating as necessary, in regard to the Board of Auditors on the statutory auditing of the accounts, in compliance with the provisions of Italian Legislative Decree no. 39 of 27 January 2010;
• (iv) assisting the Board of Directors, investigating, making proposals and providing advice in assessments and decisions relating to sustainability.

Additionally, with reference to its assistance of the Board of Directors in assessments and decisions relating to sustainability, the Control, Risks and Sustainability Committee:

• (i) makes proposals to the Board of Directors on matters of sustainability policies, aimed at ensuring the creation of value over time for all shareholders and other stakeholders, over a medium/long-term frame in compliance with principles of sustainable development;
• (ii) makes proposals to the Board of Directors with reference to the guidelines, objectives and consequent processes, of sustainability and with reference to sustainability reporting;
• (iii) oversees initiatives relating to the evolution of sustainability, also in light of the international guidelines and standards in the matter, reporting back to the Board of Directors;
• (iv) assesses the Sustainability Report, containing non-financial information, in accordance with European Directive 2014/95/EU and Italian Legislative Decree no. 254/2016.

In compliance with the provisions of Art. 7 of the Corporate Governance Code, the Control, Risks and Sustainability Committee also issues its own opinion to the Board of Directors regarding, amongst others:

• (i) the determination of strategic and general guidelines and the adequacy of the internal control and risk management system, with respect to the business characteristics and the risk profile assumed, as well as its effectiveness, paying close attention to all instrumental and necessary activities so that the Board of Directors can correctly and effectively determine the risk governance policies;
• (ii) work plan prepared by the head of the Internal Audit Department Manager and the other departments assigned specific responsibilities in regard to regulatory compliance;
• (iii) monitors the autonomy, adequacy, effectiveness and efficiency of the Internal Audit Department and the other departments assigned specific responsibilities in regard to regulatory compliance;
• (iv) compliance with the principles that must be taken as a basis on which to prepare the internal control system and the corporate organisation and the requirements that must be met by the corporate control departments, drawing attention to any weaknesses and the consequent corrective action to be taken;
• (v) the results returned by the independent auditing firm in any letter of suggestions and in its report on fundamental issues that emerged during their statutory audit; and
• (vi) the proposal relative to the appointment, revocation and remuneration of the Internal Audit Department Manager, as well as regarding the adequacy of the resources assigned to the latter for the fulfilment of his or her duties.

During the year, the Control, Risks and Sustainability Committee mainly carried out the following activities:

• analysis of the candidacy of the Head of Internal Audit;
• control and verification for the approval of the financial statements as at 31.12.2019;
• analysis of the main corporate risk areas in order to assess the adequacy of the internal control and risk management system (risk assessment);
• support to the BoD in connection with the approval of the Company's internal audit plan for FY 2020;
• analysis, control and verification of the interim financial report as at 30 June 2020;
• assessment of the adequacy of the Company's organisational, administrative and accounting structure;
• control and verification of the interim report as at 30 June 2020 of the Company's Supervisory Body;
• control and support, as RPT Committee, in connection with the change to the "2020-2023 Long-Term Incentive Plan" adopted by the Company and the fees of an executive director.

The Committee has the financial resources necessary to make payment of fees to independent consultants or other experts, as well as to fulfil its duties, in an amount of Euro 25,000.00.

The Control, Risks and Sustainability Committee is entitled to access the necessary information and company departments required for it to fulfil its duties and to use external consultants, within the limits set by the Board of Directors.

12. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

In accordance with principle 7.P.1 of the Code of Corporate Governance, and in light of Principle XVIII of the New Code, the Internal Control and Risk Management System is defined as the set of rules, procedures and organisational structures aimed at assuring the effective, efficient identification, measurement, management and monitoring of the main risks, in order to help achieve the Company's objectives. An effective Internal Control and Risk Management System helps guarantee the safeguarding of the company's assets, the efficiency and effectiveness of corporate operations, the reliability of financial information and compliance with the law and regulations.

As already specified, the Company's shares were admitted to trading on the MTA on 17 December 2019, when the provisions on internal control and risk management took effect. Considering the complexity of operations and that the assumption of risk is intrinsic to the corporate business, the Board of Directors has considered the importance of identifying and preventively mapping the main risks and of adopting suitable tools by which to govern such and reduce the relevant impact and/or probability of occurrence. To this end, in its meeting held on 13 February 2020, in addition to appointing Mr Anaclerio as Head of Internal Audit, the Board of Directors also appointed the company Deloitte & Touche S.p.A. ("Deloitte"), to perform a risk assessment with a view to defining all risks relevant to the entire group and having the Head of Internal Audit define the Audit Plan.

In this regard, please note that Deloitte completed its risk assessment in June 2020 and transferred the relevant results to the Head of Internal Audit.

On the basis of the results supplied by Deloitte, the Head of Internal Audit prepared the 2020 Internal Audit Plan, which was approved by the Board during the meeting held on 23 July 2020, after having first sought the favourable opinion of the Control and Risks Committee and consulted with the Board of Auditors and the director responsible for the internal control and risk management system. Plan implementation began in September 2020.

The Board's considerations on the Audit Plan and the Group RMICS as a whole were therefore set out during the Board meeting held on 22 March 2021, at which time the annual Internal Audit report relative to the year was examined, along with the new Audit Plan for FY 2021, both documents approved after obtaining the favourable opinion of the Control and Risks Committee - expressed during the meeting held on 17 March 2021 - and after having consulted with the Board of Auditors and the director responsible for the internal control and risk management system.

THE INTERNAL CONTROL SYSTEM FOR THE PURPOSE OF THE FINANCIAL DISCLOSURE AND RISK MANAGEMENT.

Introduction

The Internal Control System relative to the financial disclosure process (the "System") is an integral part of the Alkemy Group Internal Control and Risk Management System; it is developed consistently with the guidelines of the "CoSo Framework" model and allows for assessments to be performed according to an approach focussed on the areas of highest risk and/or relevance and from which, therefore, the most significant errors could ensue in the financial statements components and the related information documents.

In this regard, please note that the System aims to guarantee the following characteristics of the financial disclosure:

• its reliability, namely its correctness and conformity with the accounting standards and legal and regulatory requirements applicable;
• its accuracy, namely its neutrality and precision;
• its reliability, which must be sufficiently clear and complete such as to allow for informed decisions to be made by investors, the market and corporate bodies;
• its timeliness, i.e. respect for the deadlines established for its publication;

As a consequence of the transfer of the Issuer's shares to the Electronic Stock Exchange (MTA) on 17 December 2019, on 24 March 2020, the Company's Board of Directors approved the Administrative and Accounting Control Model prepared in accordance with Italian Law no. 262/2005 (the "Administrative and Accounting Control Model").

The Issuer's Administrative and Accounting Control Model represents the set of rules and corporate procedures it adopts in order to allow, through the identification and management of the main risks linked to the preparation and dissemination of the financial disclosure, for the achievement of the corporate objectives of truthfulness and correctness of said information.

The implementation of the Administrative and Accounting Control Model allows for the issue of certificates and statements as required by the law on the fact that the accounting results, ledgers and records match with the communications given out by the Company to the market and in relation to the interim and year-end accounting disclosure, as well as on the adequacy and effective application of the administrative and accounting procedures during the period to which the accounting documents refer (interim report and financial statements) and their preparation in compliance with the international accounting standards applied.

The task of monitoring the level of implementation of said Accounting Control Model has been assigned by the Board of Directors to the Manager appointed to prepare the company's accounting documents and the Chief Executive Officer.

Also with a view to assuring the integration of the Internal Control and Risk Management System for the purpose of the financial disclosure, the Appointed Manager collaborates closely with the Internal Audit Department, with which it agrees and shares periodic independent auditing activities aimed at analysing compliance with administrative-accounting controls.

Characteristics of the risk management and internal control system in relation to the financial reporting process

The Administrative and Accounting Control Model is characterised by the following elements:

• a) general control environment;
• b) administrative-accounting risk assessment;
• c) administrative-accounting control matrices (hereinafter also referred to as the "Matrices");
• d) periodic assessment of the adequacy and effective application of the controls described in the matrices;
• e) internal certification process, functional to the external certifications required by legislation.

* * *

• a) control environment: underlying the entire System, it is possible to see the essential characteristics of the following documentation: the Code of Ethics and Conduct, the set of rules of governance contained in the Report on Corporate Governance and Ownership Structures, the company organisational chart and organisational provisions and the system of powers and proxies.
• b) administrative-accounting risk assessment: in view of the recent listing on the MTA, as better examined further on in this Paragraph, Alkemy started its risk assessment during the first half of 2020, assisted by Deloitte. The risk assessment is the first step in the process towards identifying and assessing the risks linked to the accounting and financial disclosure and it is carried out both on an entity level and at the level of each individual process, all according to materiality thresholds that are suitably identified.

This process is monitored and updated once a year, by the appointed manager with the support of the Internal Audit, and involves:

• the identification, using quantitative (size) and qualitative (relevance) criteria of the items of the financial statements/financial information that are highly volatile or include risks of error, with reference to eh Company's financial statements, the consolidated financial statements and the financial statements of the subsidiaries;
• the identification, for each item of the financial statements/relevant financial information, of the relevant accounting processes/flows used as inputs and, therefore, of the main checks to be run in order to mitigate the risks identified, with the aim of ensuring that the internal control system is both effective and efficient.
• communication with the departments/companies involved in the areas of intervention with respect to which the effectiveness and application of the controls needs to be monitored.
• c) administrative-accounting matrices: i.e. the Issuer's internal documents that describe, for each process, administrative flow and accounting transaction identified as relevant to the preparation of the financial

statements/financial information, the objectives and control standards to be respected, as well as the responsibilities, assignees and frequency of implementation.

Said matrices, which are shared and assigned to each administrative department manager and operator in view of the activities carried out by them, are the essential elements on which the Internal Control System is hinged, along with the execution of the related audit processes.

d) periodic assessment of the adequacy and effective application of the controls described in the matrices: the managers of the departments involved in the preparation and management of the accounting and financial disclosure, oversee and are responsible for the correct function of the checks in respect of the correct application of the relevant procedures and ensure its update as necessary and insofar as competent. The Internal Administrative-Accounting Control System is in any case subject to independent assessment by the Head of Internal Audit, who periodically checks that it is adequately designed, effectively performs the controls and ensures compliance with the timing indicated on the Audit Plan. The audit is defined preventively in the annual Audit Plan prepared by the Head of Internal Audit and approved by the Board of Directors, after seeking the opinion of the Control, Risks and Sustainability Committee.

In addition, from time to time, the appointed manager monitors the adequacy and operation of the Internal Administrative-Accounting Control System on the basis of the information received from the department managers and the reports of the work of Internal Audit, which are sent to the Chief Financial Officer, as director in charge of the Internal Control and Risk Management System and shared with the Board of Auditors.

e) process of internal certification, functional to the issue of the external certifications required by legislation: this process takes the form of a series of subsequent certifications aimed at guaranteeing a correct communication externally, in line with that defined by Art. 154-bis of the Consolidated Law on Finance.

In this regard, please note that for each type of financial communication disseminated to the market, different certifications are identified:

• Certification of the Annual Report and Interim Report made with reference to the Separate financial statements of Alkemy S.p.A., the Consolidated financial statements of the Alkemy Group and the Interim condensed consolidated financial statements of the Alkemy Group;

Certification of the Interim Reports on Operations and additional final accounting disclosure, i.e. made with reference to other documents, such as, by way of example, press releases containing economic-equity and financial information on the final data, including interim positions; final accounting data included in the presentations delivered from time to time to Shareholders and the financial community. Roles and department involved

The Internal Control and Risk Management System - also in connection with the financial disclosure process - is managed and monitored by the following corporate subjects involved in various ways and with various responsibilities in the Internal Control and Risk Management System. Each is assigned specific duties, as described further on:

• Board of Directors;
• Director Responsible for the Internal Control and Risk Management System;
• Board of Auditors;
• Supervisory Body;
• Control and Risks Committee;
• Internal Audit Department Manager ("Head of Internal Audit").

In addition to those specified above, it is recalled that other subjects intervene in various ways and with different levels of responsibility in the management of the Internal Control and Risk Management System:

• the Manager appointed to prepare the company's accounting documents in accordance with Italian Legislative Decree no. 262/05;

• the Independent auditing firm.

• the financial community and/or published.

12.1. Executive Director responsible for the Internal Control and Risk Management System

To support the Issuer's internal control and risk system in addition to the Control and Risks Committee, on 10 July 2019 the Company's Board of Directors appointed Duccio Vitali, effective as from the Trading Start Date, as the director responsible for the internal control and risk management system (the "Appointed Director"), with the duties set forth in the application criterion 7.C.4 of the Corporate Governance Code. To this end, the Issuer believes that the appointment of Duccio Vitali to this position is in line with the provisions of the Corporate Governance Code, which outlines the positive aspects connected to a choice of this type, also due to the specific knowledge in possession of the appointed individual.

The Appointed Director has been attributed the following powers:

• a) to identify the main business risks, considering the characteristics of the issuer's and its subsidiaries' activities, and periodically submitting those risks to the Board of Directors for its examination;
• b) to execute the guidelines defined by the Board of Directors, following up the planning, realisation and management of the internal control and risk management system and verifying adequacy and efficacy on an ongoing basis;
• c) to ensure the adjustment of the internal control and risk management system to fit with the dynamics of the operating conditions and the legislative and regulatory context;
• d) to request the internal audit department to carry out verifications of specific operating areas and compliance with the internal rules and procedures in executing the corporate operations, concurrently informing the Chairman of the Board of Directors, the chairman of the Control and Risk Committee and the Chairman of the Board of Auditors;
• e) to promptly report to the Control and Risk Committee (or to the Board of Directors) on issues and problems emerging in the course of his activities or which have otherwise come to his attention, in order that the Committee (or the Board) may take appropriate action.

In accordance with application criterion 7.C.1, the Appointed Director proposes to the Board, after obtaining the favourable opinion of the Control and Risks Committee and consulted with the Board of Auditors:

• the appointment and revocation of the Internal Audit Department Manager;
• the remuneration of Internal Audit, in line with corporate policy;
• to make sure that adequate resources are assigned for the fulfilment of his or her responsibilities.

During the year, the Appointed Director assisted the Board of Directors in defining the internal control and risk management system and expressed an opinion on the audit plan prepared by the Internal Audit Department.

12.2. Internal Audit Department Manager

On 13 February 2020, on the proposal of the Appointed Director and after consulting with the Control, Risks and Sustainability Committee, the Board of Directors appointed Mario Anaclerio as the Company's Internal Audit Department Manager. This same Board meeting, in application of application 7.C.1 of the Code of Corporate Governance, also defined the remuneration to be received by the Head of Internal Audit, in line with the corporate policies normally applied, and assigned a budget suitable to the fulfilment of the responsibilities.

In application of criterion 7.C.6 of the Code of Corporate Governance, the Company has chosen to entrust the task of performing the internal audit to an independent third party meeting suitable professionalism, independence and organisation requirements, so as adequate professional, independence and organisational requirements, as the to avoid any overlays of operative roles that could impact its independence, finding such a choice to be in line with the best practices adopted by other comparable companies with Alkemy listed on the MTA and the best match with the Company's organisational choices.

The Head of Internal Audit, which is not headed by any operative department and in going about his internal audit duties answers hierarchically to the Board of Directors, is appointed to verify that the Internal control and risk management system is functional and adequate and operates in substantive compliance with application criterion 7.C.5 of the Code of Corporate Governance. More specifically:

• (i) he verifies that the internal control and risk management system is functional and adequate;
• (ii) he verifies, both on an ongoing basis and in relation to specific needs and in compliance with international standards, the functioning 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 prioritization of the key risks;
• (iii) he prepares periodic reports containing information on his own activities, the methods used for risk management, compliance with the risk mitigation plans, and on as well as an assessment of the suitability of the internal control and risk management system;
• (iv) he prepares timely reports on events of major importance;
• (v) he submits these reports to the Chairmen of the Board of Auditors, the Control and Risks Committee and the Board of Directors as well as to the Director in charge of the Internal Control and Risk Management System; and
• (vi) he verifies, as part of the audit plan, the reliability of information systems including the accounting systems.

The Head of Internal Audit has direct access to all information useful for going about the duties and, where considered necessary, also has access to the documentation produced by third parties to whom control appointments have been entrusted in the Company or other subsidiaries.

The Head of Internal Audit goes about his duties, also carrying out sample checks on the processes regulating corporate activities, extending the verification to include all Alkemy Group companies.

Starting from the appointment made on 13 February 2020, the Head of Internal Audit launched the activities preliminary to the preparation of the Company's Internal Audit Plan, in collaboration with Deloitte, the company appointed by the Company to perform the risk assessment and took part in the launch of the project to adjust to comply with Italian Law no. 262/2005.

As mentioned above, Deloitte reported to the Head of Internal Audit on its risk assessment in June 2020. In July 2020, therefore, the Head of Internal Audit defined the contents of the 2020 Audit Plan, which was approved by the Board of Directors on 23 July 2020 after obtaining the favourable opinion of the Control and Risks Committee and having consulted with the Board of Auditors and the director appointed for the internal control and risk management, to whom the Audit Plan was first sent by the Head of Internal Audit.

The Audit Plan was started in September 2020 (as the Head of Internal Audit reserved the right to make potential changes to the Audits according to any specific special requests as may have been received from the Board of Directors or Control Body); on the implementation, the Head of Internal Audit first reported to the Control and Risks Committee during the meeting held on 17 March 2021 (which was also attended by the Board of Auditors) and, thereafter, to the Board of Directors during the meeting held on 22 March 2021. At both meetings, the Head of Internal Audit also explained his annual report on the year and the 2021 Audit Plan.

It is noted that under the scope of the 2020 Audit Plan, the Head of Internal Audit has verified and confirmed the reliability of information systems including the accounting systems.

During the year, the Board assigned the Head of Internal Audit financial resources of Euro 20,000.00.

12.3. Organisational Model pursuant to Italian Legislative Decree no. 231/2001

Italian Legislative Decree no. 231 of 08 June 2001, setting out the "Regulation of the administrative liability of legal entities, companies and associations even without legal personality" introduced into the Italian legal system, a regimen of administrative liability lying with companies for crimes committed in the interests or to the benefit of the company itself, by directors, managers or employees.

The Board of Directors, in a decision made on 26 July 2016, adopted an "Organisation, Management and Control Model" in accordance with Italian Legislative Decree no. 231/2001 (the "Model") and the Code of Ethics, of which it forms an integral part, in order to clearly define all the values recognised, accepted and shared by the Issuer, as well as all rules of conduct and principles of legality, transparency and correctness to apply in pursuing its business and the various relations with third parties.

The Model has been prepared with a view to preventing the committing of crimes envisaged by the Legislative Decree and is inspired by the guidelines used to prepare the Organisational Models issued by Confindustria and other reference trade associations.

The Model consists of a "General Part" and a "Special Part". The general part essentially lays down the guiding principles for carrying out the corporate business, describing how the Supervisory Body is established and how it operates and explaining the sanction system. The special part explains the control protocols of corporate business considered "sensitive" in accordance with Italian Legislative Decree no. 231/2001 and includes some procedures for their timely discipline.

The adoption of the Model provides a tool that fosters the conduct of company business according to principles of correctness and transparency, thereby protecting the company's image, the work of employees and collaborators and, at the same time, fostering greater efficiency.

The Organisational Model is, by definition, "dynamic": every year, the need is assessed to update the Organisational Model in respect of regulatory and organisational changes as well as with reference to any breaches thereof. Application checks are also carried out.

The Model is regularly updated, most recently by resolution passed by the Board of Directors on 11 December 2020, to take into account both new legislation on predicate offences and the changes that have been made in the meantime to the Company's organisational structure.

In the version currently in force, the most sensitive activities have been identified as relations with the public administration, corporate crimes and market abuse.

The Issuer's Organisational Model and Code of Ethics are available for consultation on its website, at https://www.alkemy.com/governance/

By resolution of 27 May 2019, the following were appointed as members of the Supervisory Body:

• Stefano Goldstein (Chairman)
• Gabriele Gualeni (Company regular auditor)
• Berardo Marchini (employee of Alkemy).

During the year, the Supervisory Body met nine times:

• 27 January 2020 (in person)
• 26 February 2020 (by video conference call, due to the COVID-19 emergency)
• 11 March 2020 (by video conference call)
• 29 May 2020 (by video conference call)
• 07 September 2020 (by video conference call)
• 01 October 2020 (by video conference call)

• 06 October 2020 (by video conference call)
• 20 October 2020 (by video conference call)
• 30 November (by video conference call)

The Supervisory Body regularly exchanges information with the Board of Auditors and, also by virtue of its composition, guarantees the regular attendance of the Board at the scheduled meetings.

Taking into account the work of the Supervisory Body, the Board of Directors assigns it an annual budget to be spent on going about its activities, in complete financial and managerial autonomy. This budget is updated over time, as necessary, depending on the specific needs that may arise, as noted by the Supervisory Body. The Supervisory Body will notify the Board of Directors of any overrun of the budget brought about by specific needs.

During the meeting of the Board of Directors on March 22, 2021, the Company revoked the position of internal member of the Supervisory Body to Dr. Berardo Marchini, pursuant to art. 6.3 Statute of the Supervisory Body, in consideration of the termination of the employment relationship between the Company and Dr. Marchini and at the same time appointed Silvia Di Maria, internal lawyer and employee of the Company, as a replacement.

12.4. Independent auditing firm

The company appointed to perform the statutory audit of the Issuer's accounts is KPMG S.p.A. ("KPMG" or the "Independent Auditing Firm"), with registered and administrative office in Milan, at via Vittor Pisani, n. 25, registered with the Register of Statutory Auditors pursuant to Articles 6 et seq. of Italian Legislative Decree no. 39/2010, as amended by Italian Legislative Decree no. 135 of 17 July 2016.

More specifically, the Issuer's Shareholders' Meeting held on 03 May 2018, appointed the Independent Auditing Firm to perform the statutory audit regarding (i) the audit of the accounts underlying the Company's financial statements and the consolidated financial statements for each of the three years ending from 31 December 2018 to 31 December 2020; (ii) the verification during the year of the regular keeping of the company accounts and correct noting of operating events in the accounting records; (iii) the verification of the consistency of the report on operations with the financial statements and with the consolidated financial statements; and (v) the voluntary audit of the interim accounting position for half-years closing from 30 June 2018 to 30 June 2020.

On 25 June 2019, the Issuer's Shareholders' Meeting, in view of the listing and consequent assumption of the status of public interest entity in accordance with Art. 16 of Italian Legislative Decree no. 39 of 27 January 2010 as subsequently amended, resolved to appoint the Independent Auditing Firm, with effect from the Trading Start Date, to perform the statutory audit of accounts (including the verification that accounts were kept properly and events correctly noted in the accounting records) in accordance with Articles 13 and 17 of Italian Legislative Decree no. 39 of 2010, for the duration of nine financial years.

12.5. Chief Financial Officer

On 10 July 2019, the Board of Directors appointed Claudio Benasso as the manager appointed to prepare the company's accounting documents (the "Chief Financial Officer"); his appointment took effect on the Trading Start Date (17 December 2019). On this occasion, the Board of Directors acknowledged that Claudio Benasso was fit to hold this office, also in view of the professionalism required by Art. 29 of the Articles of Association, in accordance with which the Chief Financial Officer must be an expert in administration and control matters or in the performance of managerial or consulting duties in listed companies and must meet the requirements of integrity established for auditors.

In accordance with Art. 154-bis of the Consolidated Law on Finance, the Chief Financial Officer:

• prepares written declarations accompanying the Company's acts and communications to the market and relating to accounting disclosures, including interim versions;

• prepares adequate administrative and accounting procedures for the drafting of the annual financial statements and, where required, the consolidated financial statements and any other financial disclosure;
• certifies, with a specific report on the annual financial statements, the condensed interim financial statements and, where prepared, the consolidated financial statements: (i) the adequacy and effective application of the administrative and accounting procedures for the preparation of the annual financial statements; (ii) that the documents are prepared in compliance with applicable international accounting standards recognised by the European Community in compliance with Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002; (iii) that the documents are consistent with the results of the accounting books and ledgers; (iv) the suitability of the documents to providing a truthful and correct representation of the Issuer's equity, economic and financial position and that of all companies included in the consolidation; (v) for the annual and consolidated financial statements, that the report on operations includes a reliable analysis of the operating result and performance, as well as of the position of the issuer and all companies included in the consolidation, together with a description of the main risks and uncertainties to which they are exposed; and (vi) for the condensed interim financial statements, that the interim report on operations contains a reliable analysis of the information pursuant to Art. 154-ter, paragraph 4 of the Consolidated Law on Finance.

12.6. Coordination between the parties involved in the Internal Control and Risk Management System

At present, the Company has considered there to be no need to provide for formal methods of coordination between the various subjects involved in the internal control and risk management system, operating in a spirit of mutual collaboration.

13. INTERESTS OF THE DIRECTORS AND RELATED PARTY TRANSACTIONS

During the year, Alkemy applied the Related Party Transaction Procedure in force since 10 July 2019 (the "RPT Procedure") in compliance with the provisions of the Related Party Transaction Regulation adopted by Consob by resolution no. 17221 of 12.3.2010 since the Trading Start Date, assuring its transparency and substantive and procedural correctness.

The RPT Procedure is available for consultation in the Corporate Governance/Documents and Procedures section of the website www.alkemy.com.

The Company believes there is no need to adopt, in addition to the RPT Procedure and the disclosure obligations laid down by Art. 2391 and Art. 2391-bis of the Italian Civil Code, as amended by Italian Legislative Decree no. 49 of 10.05.2019, any specific procedure and/or operating solutions by which to identify and suitably manage situations in which a Director has a personal or third party interest.

By resolution 21624 passed on 10 December 2020, Consob approved some changes to the RPT Regulation, which will come into force on 01 July 2021. By said deadline, the Company will adapt the internal procedures, weighting, as stressed by Consob, the potential organisational and managerial fall-out and involving the Control and Risks Committee (in its role as Related Party Transactions Committee) for the relevant preventive opinion.

14. APPOINTMENT OF AUDITORS

As specified by Art. 25 of the Articles of Association, the Board of Auditors numbers three regular auditors and two alternate auditors, who remain in office for three financial years, may be re-elected and stand down on the date of the shareholders' meeting convened to approve the financial statements for the third year of office.

The members of the Board of Auditors must fulfil the requirements of integrity, professionalism and independence as well as the requirements relating to the limit in the number of other appointments in accordance with the provisions, including the regulatory provisions, in force pro tempore. Matters pertaining to commercial law, corporate law, tax law, business economics, corporate finance, disciplines with the same or similar purpose, and subjects and areas pertaining to the Company's business sector, are considered closely related to the Company's scope of operations.

Auditors are appointed by the shareholders' meeting on the basis of lists submitted by shareholders.

The list for the appointment of the auditors may be submitted by those shareholders who, at the time of presenting the list, are the holders, on their own or jointly, of a number of shares that is at least equal to the shareholding determined by Consob in accordance with the applicable regulatory provisions, for the purpose of presenting the list for the appointment of the Board of Directors set out previously.

The lists shall be submitted within the period prescribed by the applicable legislation pro tempore referred to in the convocation notice, at the Company's registered office or through remote communication means, as stated in the notice, and made public within the time and in the manner laid down by applicable legislation and regulations in force pro tempore.

If only one list has been filed on the deadline set for the presentation of the lists, additional lists can be presented until the third day after this date, by the shareholders who, at the time of presenting the list, are the holders, on their own or jointly, of a number of Shares that is at least equal to half of the minimum shareholding requested by the foregoing provisions.

Each list:

• must specify the name of one or more candidates to the office of regular auditor and of one or more candidates to the office of alternate auditor, marked in each section ("regular auditors" section, "alternate auditors" section) by a progressive number, in a number not exceeding the members of the body to be elected;
• must specify, if containing a number of candidates that in total is equal to or exceeding 3, a list of candidates in both sections that is such to guarantee that the composition of the Board of Auditors, both in the regular and alternate component, respects the legal and regulatory provisions in force from time to time with regard to male and female gender balance, notwithstanding that this must be rounded up if the application of the gender quotas does not result in a whole number;
• must have an attachment for the documentation required by the Articles of Association and any other additional or different declarations, information and/or document envisaged by the law and applicable regulatory provisions.

Each shareholder, as well as the shareholders belonging to a same corporate group and the shareholders participating in a relevant shareholders' agreement pursuant to Article 122 of the Consolidated Law on Finance, may not present or contribute to presenting, not even via proxy or a trust company, more than one list or vote for different lists.

Each candidate may be present in only one list, upon penalty of ineligibility.

• A) If one or more lists have been presented, these are voted on and the Board of Auditors is formed based on the provisions below:
• candidates from the two lists with the highest number of votes will be elected, according to the following criteria: (i) from the list that obtained the highest number of votes ("Majority List for the Board"), 2 regular auditors and 1 alternate auditor are taken, according to the progressive order in which they are listed in the list; (ii) from the second list that obtained the highest number of votes and that is not connected, not even indirectly, with the shareholders who submitted, or with those who voted for, the Majority List for the Board, the third regular auditor ("Minority Auditor"), who becomes the Chairman

of the Board of Auditors, and the second alternate auditor ("Minority Alternate Auditor") are taken, according to the progressive order in which they are listed in the list;

• in the event of a tie of votes among the lists, the meeting votes once again, exclusively with regard to the tied lists, with the list that obtains the highest number of votes prevailing;
• if, with the methods specified above, the legal and regulatory provisions in force from time to time are not met with regard to gender balance, including the rounding up if the application of the gender quotas does not result in a whole number, the candidate to the office of standing or alternate auditor of the most represented gender, elected as the last one in progressive order, from the Majority List is excluded and replaced by the next candidate to the office of standing or alternate auditor taken from the same list, from the other gender.
• B) If only one list has been presented, the meeting casts its vote on it and, if this obtains the majority of the votes, three regular auditors and two alternate auditors specified in the list as candidates for these offices are elected, in accordance with the regulatory provisions in force from time to time, also with regard to gender balance, including the rounding up if the application of the gender quotas does not result in a whole number.
• C) In the absence of lists or if it is not possible to appoint the board of auditors with the methods required by this article for whatever reason, the three regular auditors and the two alternate auditors are appointed by the meeting with the ordinary majorities required by law, in accordance with the legal and regulatory provisions in force from time to time, also with regard to gender balance, including the rounding up if the application of the gender quotas does not result in a whole number.

If a regular auditor should stand down from office, for any reason and without prejudice to compliance with the provisions of law and regulations in force over time on gender balance, proceed as follows: (i) if a regular auditor taken from the Majority List for the Board should cease office, the alternate auditor taken from the Majority List for the Board shall take over from him; (ii) if the Minority Auditor, and Chairman of the Board, should cease office, he is replaced by the Minority Alternate Auditor, who takes over the role of Chairman. If, for whatever reason, the terms specified above cannot be complied with, the shareholders' meeting must be called to supplement the board with the ordinary majorities and methods, without applying the list voting mechanism, notwithstanding the compliance with the legal and regulatory provisions in force from time to time with regard to gender balance (male and female).

15. MEMBERS AND OPERATION OF THE BOARD OF AUDITORS (PURSUANT TO ART. 123- BIS, PARAGRAPH 2, LETTERS D) AND D-BIS OF THE CONSOLIDATED LAW ON FINANCE)

The Board of Auditors appointed on 25 June 2019 shall remain in office until approval by the Shareholders' Meeting of the financial statements for the year ended as at 31 December 2021, with the following members:

Name and date of birth	Office	In office since - Seniority
Mauro Dario Riccardo Bontempelli	Chairman	18 May 2012
Gabriele Ernesto Urbano Gualeni	Regular	18 May 2012
Daniela Elvira Bruno	Regular	25 June 2019
Marco Garrone	Alternate	18 May 2012
Mara Luisa Sartori	Alternate	25 June 2019

Mauro Dario Bontempelli – He graduated in Business Economics in 1978 from "Bocconi" University of Milan. He has been registered on the Official List of Registered Accountants of Milan since 1979; he has been an official auditor of accounts since 1995, technical consultant for the Court of Milan since 1997 and banking conciliator. His professional consultancy work involves corporate, tax and accounting matters for Italian and foreign companies, as senior partner in the Bontempelli Accountancy Firm. He has acted, and continues to act, as Auditor for various companies. He has also held the following positions: Auditor of the Accounts of the Province of Milan from June 1997 to June 2000; Chairman of the Board of Auditors of the Accounts of the Province of Milan from June 2000 to July 2003; Head of the (newly-established) Inspectorate Service of the Province of Milan from January 2004 to September 2004; director of the company Isagro S.p.A., listed on the Milan stock exchange from 2003 to 2008; Auditor of the Accounts of the Municipality of Cesano Maderno (MB) from July 2010 to July 2013.

Gabriele Gualeni – He graduated in Law in 1998 from the University of Milan. In 2000, he achieved the "15th Masters in Tax IPSOA" from the "Infor" Training School. In 2003, he earned qualification to act as forensic expert and registration with the Official List of Lawyers of Milan. In 2016, he registered with the Special List of Lawyers admitted for advocacy before the Court of Cassation and other Superior Jurisdictions. After having collaborated from June 1998 to October 1998 with the Pearlman & Associates law firm of London, from November 1998 to November 1999 he collaborated with the law firm of Prof. Riccardo Villata of Milan, dealing with administrative disputes. From October 2000 to December 2015, he was partner in the Valenti Law and Tax Firm of Milan, offering tax and corporate consulting, tax litigation and international tax planning. Since January 2016, he has been collaborating with the Cornelli Gabelli and Associates law and tax firm of Milan. He has acted, and continues to act, as Auditor and Director for various companies.

Daniela Bruno – She graduated in Business Economics in 1993 from Bocconi University in Milan and then continued her studies, obtaining a masters in Corporate Tax Law and a masters in International Tax Law, as well as, in 2013, a degree in law from the Catholic University of Milan. In 1993, she began her professional career as tax specialist, registered accountant and auditor with various tax firms and, in 2012, became a partner of the CGP law and tax firm. Since 2013, she has been teaching post-graduate masters and refresher courses for the Il Sole 24 ore Group and since 2018, she has been teaching for the Associazione Nazionale Tributaristi Italiani (Italian National Association of Tax Experts).

Marco Garrone – He graduated in Business Economics from the Luigi Bocconi Commercial University of Milan. He has been registered with the official list of registered accountants of Milan since 1999 and was appointed statutory auditor in 2002. He is a partner in the Bontempelli Accountancy Firm. His professional consultancy work involves corporate, tax and accounting matters for Italian and foreign companies. He has acted, and continues to act, as Auditor for various companies. He has been a technical consultant for the Court of Milan since 2004.

Mara Luisa Sartori – She graduated in Law in 1995 from the University of Milan before then continuing her studies and, in 2002, achieving a research doctorate in international law and, in 2012, a masters in international mergers and acquisitions from the College of Law of England and Wales. She began her career in 1999, collaborating with various law firms and providing legal assistance and consultancy to Italian and foreign industrial groups in the negotiation of ordinary and extraordinary corporate operations. Since 2016, she has been collaborating with the Cornelli Gabelli and Associates law firm.

Reference is made to Table 3 "Structure of the Board of Auditors" given at the foot of this Report for additional details about the members of the Board of Auditors.

The Auditors meet the requirements of integrity, professionalism and independence set by the law, the Articles of Association and the Code of Corporate Governance.

The Board of Auditors assessed the independence of its members at the first opportunity after their appointment during the meeting of 25 October 2019 and thereafter during the meeting of July 15th , 2020, December 11, 2020, February 26, 2021 and March 10, 2021 . Similarly to the self-assessment process carried out by the Board of Directors, the Auditors have also assessed the members and operation of the Board of Auditors (also in compliance with the "Rules of conduct of the Board of Auditors of listed companies" of the Consiglio Nazionale dei Dottori Commercialisti e Revisori Contabili (Italian National Board of Registered Accountants and Auditors), April 2018 ed., standard Q.1.1.). Upon completion of the process, general satisfaction was recorded with how the body operated and its general contribution, as well as a positive climate within the Board of Auditors. An effective relationship was also seen with the Board and extensive collaboration with the internal structures of Alkemy. The topics concerned by the review also included analysis of those relating to diversity aspects of the control body, also relevant in accordance with Art. 123-bis, paragraph 2, letter d-bis of the Consolidated Law on Finance.

The Board of Auditors met 11 times during the year; meetings lasted an average of two hours. For FY 2021, the Board of Auditors has scheduled four meetings, in addition to any considered necessary for the correct fulfilment of its duties. As at the date of this Report, the Board of Auditors had already met on 26 February and 10 March 2021.

The Board of Auditors goes about its duties professionally and independently in compliance with the law, the articles of association and the regulations adopted by the Issuer in application of the Code of Corporate Governance.

The Board of Auditors maintains a constant exchange of information with the independent auditing firm and monitors that it remains independent, as it was at the time the appointment was made.

The Chairman of the Board of Auditors, or an Auditor he delegates, has attended all meetings of the Control, Risks and Sustainability Committee and the Remuneration Committee. There has also been a constant exchange of information with the Supervisory Body.

The remuneration of Auditors is commensurate to the commitment required, the importance of the role as well as the dimensional and sectoral characteristics of the business. For more details on the remuneration of the Board of Auditors, please refer to the information given in the Report on Remuneration published in the Corporate Governance/Annual Reports section of the website www.alkemy.com.

In going about its duties, in view of the approval of the financial statements for the year, it liaised and continues to liaise regularly with the Internal Audit Department (since its appointment), with the Control and Risks Committee, with the Director in charge of the internal control and risk management system and with the Chief Financial Officer.

The Company has not presently considered it necessary to formalise and establish procedures for the obligation for the auditor, on his own behalf or for third parties, with an interest in a given Company transaction, to promptly and fully inform the other auditors and the Chairman of the Board of Directors of the nature, terms, origin and scope of such an interest, seeing that there is full collaboration and dialogue in this respect with all Auditors, who act transparently, in compliance with the provisions of the law and with the recommendations of the Code of Corporate Governance.

Diversity policies

The Articles of Association envisage the presence of a number of auditors of the gender less represented, of at least one third of the total number and that, if a list contains at least 3 (three) names of candidates, it must include a list of candidates in both sections (i.e. "regular auditors" and "alternate auditors") that is such to guarantee that the composition of the Board of Auditors, both in the standing and alternate component, respects the legal and regulatory provisions in force from time to time with regard to male and female gender balance, notwithstanding that this must be rounded up if the application of the gender quotas does not result in a whole number. Although these rules will only apply to the first renewal of the Board of Auditors after that currently in office (appointed prior to admission to the MTA), the members of the Board of Auditors as at today's date is already compliant with the regulations laid down by Article 148, paragraph 1-bis of the Consolidated Law on Finance on gender balance; this adjustment was in fact made voluntarily and will not be taken into account in terms of calculating the three consecutive mandates envisaged by way of period of application of gender balance rules.

16. SHAREHOLDER RELATIONS

The Board of Directors will endeavour to provide timely information and relevant documents for shareholders. To this end, the Company updates its website, which dedicates a specific section to Investor Relations. This section is easily accessible from the home page of the institutional website.

Matilde Cucuzza heads the Investor Relations Department, managing the flow of information towards shareholders, financial analysts and retail and institutional investors, guaranteeing complete compliance with the principles of transparency and equal treatment of all parties in respect of the rules established for corporate disclosures.

The Company is very much committed to ensuring the correct information for investors, the financial market in general and the press, in respect of the laws and regulations and with specific reference to legislation governing inside information. In this regard, press releases are issued regularly, regular meetings held with institutional investors and the financial community, conference calls, participation in industry conferences and the constantly updated documentation is made available on the Company's institutional website.

17. SHAREHOLDERS' MEETINGS (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER C) OF THE CONSOLIDATED LAW ON FINANCE)

In both an ordinary and extraordinary session, shareholders' meetings are held at a single call, in accordance with Article 2369, paragraph 1 of the Italian Civil Code, but the Board of Directors can, if it sees fit and by duly indicating this in the call notice, establish that the shareholders' meeting (ordinary and/or extraordinary) shall be held in multiple calls, in which case the majorities envisaged by the law for shareholders' meetings with multiple calls of companies with shares traded on regulated markets, shall apply.

The Board of Directors is in charge of calling the meeting, notwithstanding the power of the Board of Auditors or of at least two members of it to proceed with the call, pursuant to Article 151 of the Consolidated Law on Finance and the other applicable regulatory provisions.

In accordance with Article 12 of the Articles of Association, entitlement to attend the shareholders' meeting is certified by a Company communication, made by the intermediary qualified to keep the accounts in accordance with the law, on the basis of the evidence of the accounting records relative to the end of the accounting day of the seventh trading day prior to the date scheduled for the shareholders' meeting at sole call, and received by the Company by the legal deadline.

Those entitled to intervene in the meeting may be represented by proxy according to the law. The electronic notification of the proxy may be made, according to the methods specified in the notice of call, via e-mail to be sent to the certified e-mail address stated in the notice itself or by using any other methods specified therein.

The Company may designate, for each shareholders' meeting, with indication contained in the notice of call, a subject who the shareholders may delegate with voting instructions on all or some proposals on the agenda, according to the terms and methods established by law.

The shareholders' meeting can be held with interventions in several separate places, that may be nearby or distant, audio/video connected, as long as the collegial method and principles of good faith and equal treatment of shareholders are respected, as well as all other conditions laid down by the Articles of Association.

The Shareholders' Meeting shall adopt decisions, at both ordinary and extraordinary Shareholders' Meetings, regarding the matters reserved for it by law and the Articles of Association, and with the majorities established by law.

The shareholders' meeting is chaired by the Chairman of the Board of Directors. In the event of the absence or impediment of the latter, the Deputy Chairman, if appointed, shall preside, or in the event of the absence or impediment of the latter, the person designated by the Shareholders' Meeting.

The tasks, powers and duties of the Chairman are governed by the law.

In accordance with Art. 17 of the Articles of Association, the Chairman is assisted by a secretary designated by the shareholders' meeting, on his proposal, who is tasked with drawing up the minutes of the meeting.

In extraordinary shareholders' meetings, and when the Chairman in any case deems it appropriate, the role of secretary is entrusted to a notary, in accordance with the law, designated by the Chairman.

The minutes of the meeting are drawn up in compliance with Article 2375 of the Italian Civil Code and other current provisions of law and regulations.

Meetings are held in compliance with the law and Articles of Association and governed by the Meeting Regulation approved by the Shareholders' Meeting held on 25 June 2019, with effect subject to the Trading Start Date of the Company's shares on the telematic stock market organised and managed by Borsa Italiana S.p.A. and published on the Company's website www.alkemy.com in the Corporate Governance/Shareholders' Meeting/Shareholders' Meeting 24-25 June 2019 section.

The Meeting Regulation has been adopted with a view to regulating the orderly, functional conduct of meetings and to facilitate the exercise of rights by shareholders.

More specifically, in accordance with Art. 11 of the Meeting Regulation, all those intending to speak must ask for permission from the Chairman or the Secretary, explaining which subject they wish to discuss. The request can be made as long as the Chairman has not declared the discussion on the subject to which the request for intervention refers, over.

The Chairman shall direct and regulate discussion, ensuring that debate takes place correctly and preventing any disturbance of the regular conduct of the meeting.

Considering the subject and importance of the individual items on the agenda, the Chairman shall determine at the start of the meeting, how long shall be assigned to each speaker for their interventions. This provision shall also apply in the event of the unitary discussion on multiple items of the agenda.

The Chairman reminds those in attendance to respect to limits set in advance for their interventions and to keep to the items on the agenda. In the event of excess and/or abuse, the Chairman has the right to prevent the person responsible from continuing and, in more serious cases, to order that they be removed from the room for the remainder of the discussion.

Attendees may request the floor a second time during the course of the same discussion, but for no more than five minutes and only to reply or make declarations relating to voting.

Members of the Board of Directors and Auditors may also intervene in discussion; on the request of the Chairman, managers and employees of the Company or Group companies and other persons whose presence is held to be useful in connection with the subjects for discussion, may also take the floor to provide answers to any requests for clarification.

The shareholders' meetings held during the year were attended by all directors in office. The administrative body has also always striven to ensure that shareholders receive suitable information, both before the Shareholders' Meetings and during, on all elements necessary to allow them to make informed decisions in implementation of application criterion 9.C.2, in particular through the publication on the website of documentation relating to the items on the agenda, including the Directors' Report on the items on the agenda.

Over the course of the financial year, there have been no significant changes in the Issuer's market capitalisation. Further details on the Issuer's shareholdings are given in Section 2, letter c) above.

18. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER A) OF THE CONSOLIDATED LAW ON FINANCE)

There are no additional corporate governance practices over and above those described in the previous Sections.

19. CHANGES SINCE THE CLOSURE OF THE REFERENCE FINANCIAL YEAR

No changes have been made since year end in the Issuer's corporate governance with respect to that described in this Report.

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

During the meeting of 22 March 2021, the Chairman of the Board of Directors informed the directors and the Board of Auditors of the recommendations made in the letter sent on 22 December 2020 by the Chairman of the Borsa Italiana Corporate Governance Committee (the "Committee"), addressed to the Chairmen of the corporate bodies of listed companies and their chief executive officers, already assessed by the direct addresses, and gave his assessments in relation to each of these recommendations.

By letter dated 22 December 2020, in light of the results of the Eighth Report and in consideration of the fact that 2021 will be the first year of application of the New Code, the Committee has decided that for this year, it will be useful to reconsider all the recommendations made over the last four years, giving some specific indications in the areas characterised by continuing weaknesses, which, if overcome, should also help assure a better application of the more innovative aspects of the new edition of the Code.

Below, with respect to each recommendation, is the Board's assessment:

"On sustainability, taking into account the forthcoming application of the new edition of the Code, the Committee invites the Boards of Directors to:

a) integrate the sustainability of the corporate business into the definition of the strategies, the internal control and risk management system and the remuneration policy, also on the basis of a relevance analysis of the factors that may impact the generation of value over the long-term.

In light of the results summarised in the first non-financial report of the Company approved in accordance with Italian Legislative Decree no. 254/2016 with reference to FY 2019 and the subsequent non-financial report approved by the Board of Directors on 22 March 2021 relating to FY 2020, the Company has clearly explained the priorities and lines of action in order to speed up its sustainable growth route, which started back with the foundation of Alkemy through the adoption of the "Alkemy Values" (EPIC: Excellence, Passion, Integrity and Concreteness) and the promotion of Alkemy as "best-place-to-work-for" (NPS detector). Thus said, in upholding the recommendation made by the Chairman of the Corporate Governance Committee, as set out in the letter dated 22 December 2020, Alkemy aims to strengthen, right from this year, its commitment with a better focus of targets underlying the variable component of remuneration towards the sustainable growth of the Company, in order to generate long-term value.

On the matter of the pre-board information, the Committee invites the board directors to:

• a) explicitly determine the terms considered fair for the sending of the documentation; supply a clear indication in the Report on Corporate Governance of the terms identified and their effective respect;
• b) not envisage that these terms can be derogated from merely for reasons of confidentiality."

On this point, as already clarified in the Board Evaluation, the Board has flagged up the matter of timing for sharing pre-board information as one of the points for improvement to be worked on over the next year.

Therefore, although the Company generally respects the deadline of three days for the sending of pre-board information, considering the coming into force of the New Code and on the occasion of the adoption of the Board Regulation, in fulfilment of the requirements of Recommendation 11 of the New Code, the Board will decide whether or not to bring the deadline forward by which pre-board information must be supplied to the individual directors and auditors.

"On the matter of the application of independence criteria, the Committee invites the board directors to:

a) always individually justify any non-application of one or more independence criteria;

b) define ex ante the quantitative and/or qualitative criteria to be used to assess the significance of the relations examined."

As already indicated in the Corporate Governance Report for FY 2019, the Board believes that this recommendation does not apply to the Company insofar as the Code provisions are respected. Indeed, as extensively explained already in this Report, the Company has four directors out of nine (specifically: Andrea Di Camillo, Giulia Bianchi Frangipane, Giorgia Abeltino and Serenella Sala) who fully meet all the independence criteria required by the Code of Corporate Governance and for whom there has been no need to adopt any qualitative criteria insofar as there are not even abstractly any potential situations considered as suggestive of a lack of independence (indeed, the Independent Directors do not entertain any economic, professional, commercial or financial relations with the Company).

"On the matter of the self-assessment of the administrative body, the Board invites the board directors to:

• a) assess the board's contribution towards defining the strategic plans;
• b) oversee the board review process."

The Company believes that the contribution made by the Board of Directors to the definition of the strategic plans is effective and efficient, in particular as regards the various competences and expertise that each director can bring to the board debate, where the strategic plan proposals are discussed. The procedure currently adopted by the Company sees the Executive Directors and, in particular, the Chief Executive Officer and General Manager, prepare, with the help of the Group managers and the corporate departments in connection with each business unit, a draft version of the strategic plan to be submitted for the approval of the Board of Directors, which takes into account, amongst others, the need to pursue and engage the interests of all stakeholders.

As regards the board review process, in view of the recent listing on the MTA market (in December 2019), the Company carried out its first self-assessment during the year.

The entire process was coordinated by the Chairman of the Board, who, with the help of the appointed external advisors, identified the questions that were then used to make up the questionnaire shared with all directors. In addition to the questions that called for a numerical score, the questionnaire also left room for comments on each question and asked open-ended questions so as to allow each director to make their own considerations and suggestions. These comments were then taken into account when preparing the final report and in the overall assessment of the board review, shared with the whole Board during the meeting held on 11 September 2020.

Please note that in view of the adoption of the New Code, the Company does not come under the definition of a "large" company and consequently reserves the right to perform the self-assessment once every three years.

"On the matter of the appointment and succession of directors, the Committee invites the board directors to:

• a) duly account for the work carried out by the Appointments Committee if it should be unified with the Remuneration Committee or its function assigned to the board as a whole;
• b) ensure the completeness and timeliness of the proposed resolutions functional to the appointment of the corporate bodies, and express, at least in the companies of non-concentrated ownership, guidance to their optimal membership;
• c) at least in the large companies, envisage a succession plan for executive directors that identifies at least the procedures to be adopted in the event of early termination of appointment."

In consideration of the Company's structure, the shareholder agreements currently in place and the statutory provisions on the appointment of the corporate bodies, the Board has decided not to establish an Appointments Committee, instead reserving these duties to the Board, with the help of the Remuneration Committee in respect of defining the fees of the appointed bodies.

Thus said, it is noted that when it became necessary to appoint new board directors by coopting, to replace those standing down, the Executive Directors promptly involved the Remuneration Committee and the entire Board, taking due consideration of the requests made by the latter in respect of the value of appointing directors with specific skills in the sector in which the Company operates.

Considering the forthcoming expiry of the Board, envisaged upon approval of the financial statements as at 31 December 2021, in compliance with Recommendation 23 of the New Code, if its corporate structure should be unchanged, the Board reserves the right to provide guidance on the quantitative and qualitative membership of the board considered optimal, taking into account the results of any self-assessment as may be carried out in this regard.

"On the matter of remuneration policies, the Committee asks the board directors to:

• a) provide clear indications on the identification of the weight of the variable component, distinguishing between components linked to annual and multi-year time horizons;
• b) strengthen the linking of variable remuneration to long-term performance objectives, including, where relevant, non-financial parameters;
• c) limit to exceptional cases, with suitable explanation should such arise, the possibility of disbursing amounts not linked to predetermined parameters (i.e. ad hoc bonuses);
• d) define criteria and procedures for the assignment of severance indemnity at end of office;
• e) verify that the amount of the fees paid to non-executive directors and members of the control body is appropriate to the competence, professionalism and commitment required of their appointment".

With regards to the above, the following is stated:

• − as concerns letters a) and d), reference is made to that indicated in the 2020 Remuneration Policy and the Report on the Remuneration Policy and Fees Paid - FY 2021, which specifically states both the weighting of the variable component of the directors' fees in connection with the performance objectives and the criteria for award (where envisaged) of severance indemnity;
• − as concerns letter b), reference is made to that indicated in the Report on the Remuneration Policy and Fees Paid - FY 2021, section D.1. More specifically, note that, in upholding the recommendation made by the Chairman of the Corporate Governance Committee, as set out in the letter dated 22 December 2020, Alkemy aims to strengthen, right from this year, its commitment with a better focus of targets underlying the variable component of remuneration towards the sustainable growth of the Company, in order to generate long-term value.
• − as concerns letter c), the Company has not adopted any forms of variable remuneration that are not tied to predetermined parameters;
• − finally, as concerns letter e): (i) with reference to the non-executive directors and independent directors, the Company has attributed them fixed remuneration that takes into account their competence and professionalism, as well as, by resolution passed by the Board of Directors on 24 April 2020 the fact that such remuneration has be supplemented during the year, taking into account their participation in Company Committees; and (ii) with reference to the Board of Auditors, this body has already assessed the adequacy of the remuneration attributed insofar as commensurate to the professionalism, skills and committees of the Board members. Finally, please note that both the fees assigned to directors and those assigned to the control body are in line with reference standard market practice in remuneration, as applied by comparable Italian and foreign companies of similar size and business segment to the Company.

21. TABLES

TABLE 1: INFORMATION ON OWNERSHIP STRUCTURE
STRUCTURE OF THE SHARE CAPITAL
	No. Shares	% of share capital	Listed (specify the markets)/not listed	Rights and obligations
Ordinary shares	3,816,620	68%	MTA (STAR)	=
Increased vote shares	1,792,990	32%	MTA (STAR)	double vote equal to 3,585,980 voting rights
Multiple voting shares	=
Shares with limited voting rights	=
Shares without voting rights	=
Other	=
Total

OTHER FINANCIAL INSTRUMENTS (attributing the right to subscribe newly issued shares)
	Listed	No. of instruments in	Category of shares	No of shares servicing
	(indicate the markets)/not listed	issue	servicing conversion/exercise	conversion/ exercise
context Bonds convertible	=	=	=	=
Warrants	=	=	=	=

MAJOR SHAREHOLDINGS
Declarant	Direct shareholder	% share of ordinary share capital	% share of voting share capital
Duccio Vitali	Duccio Vitali	10.29%	14.86%
Matteo de Brabant	Jakala Holding spa	7.87%	12.26%
Star TIP S.r.l.	Star TIP S.r.l.	7.58%	5.74%
CIP Merchant Capitale Limited	CIP Merchant Capitale Limited	6.78%	5.14%
Riccardo Lorenzini	Riccardo Lorenzini	6.33%	9.45%
02E S.r.l.	02E S.r.l.	5.63%	8.05%
Edoardo Leowhental	Leone S.r.l.,	4.10%	3.11%
Alessandro Mattiacci	Lappentrop S.r.l	3.74%	5.59%

TABLE 2: STRUCTURE OF BOARD OF DIRECTORS AND COMMITTEES

Office	Members	Year of birth	Date of		In office since In office until (XXX)	List		Exec. Non-exec.	Indep.	Indep.	No. other appointm ents			(**)	(*)		(*) ()		(*) ()	(**)
			first			**			Code	Consolidat ed Law on Finance	***		() ()
			appointment *
Chairman	Alessandro Mattiacci	1971	18/05/2012		25/06/2019 31/12/2021	M	x				=	12/12					=	=	3/3	M
Director managing	• Duccio Vitali◊	1969	18/05/2012		25/06/2019 31/12/2021	M	x				=	12/12					=	=	3/3	M
Vice Chairman	Vittorio Massone	1966	13/02/2020		13/02/2020 31/12/2021	M	x				=	11/12					=	=	3/3	P
Director	Riccardo Lorenzini	1957	18/05/2012		25/06/2019 31/12/2021	M		x			=	11/12					=	=	=	=
Director	Massimo Canturi	1958	23/07/2020		23/07/2020 31/12/2021	M	x				=	5/5					=	=	=	=
Director	Andrea Di Camillo	1970	16/11/2017		25/06/2019 31/12/2021	M		x	x	x	=	10/12	7/7		P '11/11 M		=	=	=	=
Director	Giorgia Abeltino	1976	25/06/2019		25/06/2019 31/12/2021	M		x	x	x	=	12/12	'7/7	M			=	=	=	=
Director	Giulia Bianchi Frangipane	1977	25/06/2019		25/06/2019 31/12/2021	M		x	x	x	=	12/12	'7/7	M	'11/11 M		=	=	=	=
Director	Serenella Sala	1961	25/06/2019		25/06/2019 31/12/2021	M		x	x	x	=	10/12			'11/11 P		=	=	=	=
										DIRECTORS WHO CEASED OFFICE DURING THE REFERENCE FINANCIAL YEAR
	Francesco Beraldi	1964	07/05/2015		25/06/2019 23/07/2020	M	x				=	7/8			3/3				3/3	M
	Matteo de Brabant	1974	26/01/2007		25/06/2019 13/02/2020	M		x			1	1/2			0/3	M
No. of meetings held during the reference financial year: 12						Control and Risks Committee: = 7 Remuneration Committee: 11 Executive Committee: = 3
				Indicate the quorum required for the submission of lists by minority shareholders for the election of one or more members (pursuant to Art. 147-ter of the Consolidated Law on Finance): 4.5%

NOTE

The symbols indicated below must be inserted in the column "Role":

• This symbol indicates the Director in charge of the internal control and risk management system.

This symbol indicates the main party responsible for the management of the issuer (Chief Executive Officer or CEO).

This symbol indicates the Lead Independent Director (LID).

* First appointment date of each director means the date on which the director was appointed for the first time (absolutely) in the Issuer's BoD.

** This column indicates the list from which each director was taken ("M": majority list; "m" minority list; "BoD": list submitted by the BoD).

*** This column indicates the number of assignments as director or auditor covered by the interested party in other companies listed on regulated markets, even foreign, in financial, banking or insurance companies or those of significant dimensions. In the Report on Corporate

Governance, the offices are indicated in full.

(*). This column indicates the attendance of the directors at meetings respectively of the BoD and the committees (indicate the number of meetings s/he attended compared to the total number of meetings s/he could have attended; e.g. 6/8; 8/8 etc.).

(**). This column indicates the qualification of the director within the Committee: "P": chairman; "M": member

TABLE 3: STRUCTURE OF THE BOARD OF AUDITORS

Board of Auditors
Office	Members	Year of		In office since In office	until	List		Participation in the	No. other appointments
		birth	Date of first appointment *			* *		meetings of the Board of Auditors	****
						Indep. Code		***
Chairman	Bontemplelli	1954	18/05/2012	25/06/2019	31/12/2021	M		11/11	14
	Mauro
Auditor	Gualeni	1974	18/05/2012	25/06/2019	31/12/2021 M			11/11
Regular	Gabriele								9
Auditor	Bruno				31/12/2021 M			11/11	20
Regular	Daniela	1969	25/06/2019	25/06/2019
Alternate	Garrone
Auditor	Marco	1963	18/05/2012	25/06/2019	31/12/2021	M		=	10
Alternate	Sartori								4
Auditor	Mara	1971	25/06/2019	25/06/2019	31/12/2021 M			=
	AUDITO RS WHO CEASED O FFICE DURING THE REFERENCE FINANCIAL YEAR 0
Number of meetings held during relevant financial year: 1 1
Indicate the quorum required for the submission of lists by minority shareholders for the election of one or more members (pursuant to Art. 148 of the Consolidated Law on Finance):

NOTE

* Date of first appointment of each auditor means the date on which the auditor was appointed for the first time (absolutely) in the issuer's board of auditors.

** This column indicates the list from which each auditor was taken ("M": majority list; "m" minority list).

*** This column indicates the attendance of the auditors at meetings of the board of auditors (indicate the number of meetings he attended compared to the overall number of meetings he could have attended; e.g. 6/8; 8/8 etc.).

**** This column indicates the number of assignments as director or auditor covered by the interested party in accordance with Art. 148-bis of the Consolidated Finance Law and the respective implementing provisions contained in the CONSOB Issuers' Regulation. The complete list of positions is published by Consob on its website under the terms of article 144-quinquiesdecies of the Issuers' Regulation.