IRCE

Transaction in Own Shares • Mar 18, 2021

REPORT ON THE PURCHASE AND HOLD OF OWN SHARES

Dear shareholders,

The Board of Directors of IRCE S.p.A. resolved, on 16th March 2021, to submit to the Shareholders' Meeting a proposal for authorization to purchase and hold own shares, in accordance with Articles 2357 et seq. of the Italian Civil Code.

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

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

• IRCE S.p.A. shares may be purchased in compliance with the provisions of Article 132 of Italian Legislative Decree No. 58 of 24 February 1998 and in accordance with the operational modalities pursuant to Article 144-bis of CONSOB Issuers' Regulations.
• the authorization will be valid until the Shareholders' Meeting for the approval of the 2021 Financial Statement and in any case no later than 18 months from the date of the resolution, during this period the purchases and sales may be implemented in multiple transactions, providing the Chairman with all powers required to implement the purchases and sales, even by means of proxies, while complying with that potentially required by the competent authorities;
• the purchase price may not be less than 80%, nor greater than 120% of the reference price recorded by the IT System of the Italian Stock Exchange during the session prior to each individual purchase transaction;
• the purchase must be made within the limits of distributable profits and available reserves, entering them in the balance sheet liabilities, as required by art. 2357-ter of the civil code, a specific item, with a negative sign. Purchases and disposals of treasury shares will be accounted for according to the laws and accounting principles applied;
• the Board of Directors, and the Chairman on behalf of the latter, may allocate, without time limits, the own shares which were purchased in execution of previous resolutions; these shares may be sold, even with a public offering and/or to employees, at a price that is not less than 90% of the reference price recorded by the IT System of the Italian Stock Exchange during the session prior to each individual sales transaction or, alternatively, may be subject to exchange, swap, contribution or other allocation transactions under industrial projects or extraordinary financial transactions, and in these cases without price limits;
• the nominal value of the purchased shares may not exceed one fifth of the capital. The number of own shares which can be purchased may not exceed 5,625,600 in number.

As of today's date, the company directly holds 1.548.088 shares representing 5,5% of the share capital.

With reference to distributable profits and available reserves which can be used for the purchase of own shares, the financial statements as of 31 December 2019 reported the following reserves:

Amount	Possibility of use	Quota avalaible	Distributable
14,626,560
			40,538,732
6,035,757	A,B,C	6,035,757	6,035,757
46,574,489		46,574,489	46,574,489
2,925,312	B	2,925,312	-
41,620,289	A,B,C	41,620,289	41,620,289
5,709,132	A,B	5,709,132	1.597.853
- 767,153	-	- 767,153 -	767,153
-	A,B	-	-
585,888	A,B,C	585,888	585,888
50,073,469		50,073,469	43,036,878
201,160	A,B,C	201,160	201,160
22,327,500	A,B,C	22,327,500	22,327,500
13,935,343	A,B	13,935,343	-
36,464,003		36,464,003	22,528,660
133,111,960		133,111,961	112,140,027
3,603,483
151,342,003
Total reserves available		133,111,960
		-
Quota not avalaible for legal reserves		2,925,312
Quota not available IAS		4,111,279
Quota not avalaible fair value land		13,935,343
		112,140,027
		40,538,732 A,B,C Not-assignable share for non-amortized start-up and expansion costs. Residual quota available	40,538,732

Legend

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

Note 1

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

For further information we attached also the financial statements as of 31 December 2020 that will be presented at the next Shareholders' Meeting:

Description	Amount	Possibility of use	Quota avalaible	Distributable
Share capital	14.626.560
Capital's reserves
Share premium reserve	40.538.732	A,B,C	40.538.732	40.538.732
Other reserves	6.035.757	A,B,C	6.035.757	6.035.757
Total capital's reserve	46.574.489		46.574.489	46.574.489
Earning's reserves
Legal	2.925.312	B	2.925.312	-
Extraordinary	45.223.774	A,B,C	45.223.774	45.223.774
IAS	5.694.307	A,B	5.694.307	1.597.853
Own shares	- 781.449	-	- 781.449 -	781.449
Cash flow hedge	-	A,B	-	-
Other reserves	585.888	A,B,C	585.888	585.888
Total earning's reserves	53.647.831		53.647.831	46.626.065
Reserves in tax suspension
The South incomes	201.160	A,B,C	201.160	201.160
Extraordinary revaluation in the financial statements	22.327.500	A,B,C	22.327.500	22.327.500
Reavluation n. 266/2005	13.935.343	A,B	13.935.343
Total reserves in tax suspension	36.464.003		36.464.003	22.528.660
Total reserves	136.686.323		136.686.323	115.729.214
Profit 2020	1.210.478
Total equity	152.523.361
Total reserves available		136.686.323
	Not-assignable share for non-amortized start-up and expansion costs.		-
Quota not avalaible for legal reserves		2.925.312
		Quota not available IAS	4.096.454
Quota not avalaible fair value land		13.935.343
		Residual quota available	115.729.213

Legend

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

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

Imola, 16th March 2021

The Board of Directors