DIRECTORS’ REPORT ON THE ITEMS ON THE AGENDA OF

THE ORDINARY SHAREHOLDERS’ MEETING PURSUANT

TO ART.125-TER LEG. DECREE 58/98

Pricey Shareholders,

Pursuant to artwork.125-ter Leg. Decree 58/98 and subsequent modifications and additions, the Board

of Administrators of IRCE S.p.A makes obtainable to you, along with additional documentation, a

report setting out the objects on the agenda of the Abnormal Shareholders’ Assembly known as in

first name on twenty eighth April 2023 at 11,00 a.m. and, if crucial, in second name on fifth Might 2023, at

the identical time, to debate and cross resolutions on the next agenda:

• Separate monetary statements as of 31/12/2022 and associated experiences of the Board of Administrators and the Board of Statutory Auditors, and consequent resolutions;
• Presentation of the consolidated monetary statements as of 31/12/2022;
• Election of the Board of Auditors and its President for the 12 months 2023-2024-2025 and dedication of relative annual compensation;
• Proposal for authorisation to amass and eliminate treasury shares, strategies of acquisition and switch;
• Remuneration Report:
• • evaluate of Part I (i.e. remuneration coverage), decision pursuant to Article 123-ter, paragraph 3 bis, of Italian Legislative Decree no. 58 of 24/02/98;
  • evaluate of Part II (i.e. remuneration paid), decision pursuant to Article 123-ter, paragraph 6, of Italian Legislative Decree no. 58 of 24/02/98.

Level 1. Separate monetary statements as at 31 December 2022 and associated experiences of the

Board of Administrators and the Board of Statutory Auditors, and consequent resolutions

Pricey Shareholders,

The Board of Administrators has known as you to the Abnormal Shareholders’ Assembly to submit in your approval the draft separate monetary statements of IRCE S.p.A at 31 December 2022.

The separate monetary statements as at 31 December 2022 present web revenue of Euro 5,788,946 on this level, we confer with the press launch already ready by the Board of Administrators and already obtainable to Shareholders. The report on operations and the whole separate monetary statements shall be obtainable on the web site www.irce.it and at Borsa Italiana S.p.A as from 30 March 2023.

We submit the separate monetary statements as at 31 December 2022 in your approval and we suggest to approve the distribution of a € 0.06 dividend per share, to be paid out of the revenue of the 12 months, with ex-dividend date on 22 Might 2023, report date on 23 Might 2023, and cost date on 24 Might 2023 and as well as, we suggest to allocate the remaining web revenue after the cost of the dividends to the extraordinary reserve.

Level 2. Presentation of the consolidated monetary statements as at 31 December 2022

The Board of Administrators will current to you the consolidated monetary statements as at 31 December 2022; on this level, we confer with the press launch already ready by the Board of Administrators and already obtainable to Shareholders; the whole consolidated monetary statements shall be obtainable on the web site www.irce.it and at Borsa Italiana S.p.A as from 30 March 2023.

Level 3. Election of the Board of Auditors and its President for the 12 months 2023-2024-2025 and

dedication of relative annual compensation

With the approval of the monetary statements as at 31 December 2022, the mandate conferred by the Shareholders’ Assembly to the Board of Auditors expires and it’s subsequently essential to appoint the brand new Board of Auditors for 2023-2024-2025, particularly till approval of the monetary statements as at 31 December 2025.

By Articles of Affiliation, the Board of Statutory Auditors consists of three (three) effectives auditors and a couple of (two) alternates auditors. The Board of Statutory Auditors is appointed on the premise of lists submitted by the shareholders, by which the candidates have to be listed by a progressive quantity.

The Shareholders, who, even collectively, signify no less than 2.5% of the share capital, are entitled to current lists to elect the Exterior Auditors

Level 5. Proposal for authorisation to buy and eliminate personal shares, strategies of

acquisition and switch

On 15 March 2023 the Board of Administrators authorised placing to the Shareholders’ Assembly the proposal to authorise the acquisition and disposal of personal shares pursuant to articles 2357 and seq. of the Italian Civil Code.

The aforementioned authorisation is requested with the intention to give the corporate, in accordance with a follow that’s widespread amongst listed firms, a device to intervene on the inventory market, in order to allow the stabilisation of the share value, stopping contingent or purely speculative conditions and thus enhancing the liquidity of the shares.

The aforementioned authorisation shall be legitimate till the Shareholders’ Assembly to approve the monetary statements for 2022 and in any case for not more than 18 months from the date of the decision; throughout this era purchases and gross sales might be made on multiple event, conferring on the Chairman all powers wanted to make purchases and gross sales, additionally by way of representatives, complying with any necessities from the competent authorities; The Report shall be made obtainable on the web site www.irce.it and at Borsa Italiana S.p.A.

Level 6. Remuneration report and consequent resolutions

Pursuant to the brand new artwork. 123-ter of Leg. Decree no. 58 of 24 February 1998 (Consolidated Monetary Act), as modified with Leg. Decree no. 49 of 10 Might 2019, which transposed into Italian regulation Directive 2017/828, modifying Directive 2007/36/EC, issuers make obtainable to the general public, and put to the vote of the Shareholders’ Assembly, a report on remuneration coverage and remuneration paid. The aforementioned report is split into two sections, the content material of which is summarised under:

• Part I:
• the remuneration coverage is about out for the members of the executive physique and, with out prejudice to artwork. 2402 of the Italian Civil Code, for the members of the audit physique;
• procedures for the adoption and implementation of the remuneration coverage;
• Part II: for all members of the administration and audit our bodies, data is given, in a transparent and comprehensible means for every individual named, of the person objects which make up the remuneration, together with the funds within the occasion of cessation of the engagement, highlighting their coherence with the remuneration coverage in relation to the 12 months in query. The aforementioned data pertains to all of the quantities paid in 2021, for no matter purpose, by the Firm and by the subsidiaries and

associates.

As envisaged by the provisions in drive, (artwork. 123-ter of the Consolidated Monetary Act), the Shareholders’ Assembly is named on to:

• cross a decision on the remuneration coverage included in part I “Report on remuneration coverage and remuneration paid”: pursuant to artwork. 123 ter of the Consolidated Monetary Act, paragraph 3-bis; the aforementioned decision of the Shareholders’ Assembly is a binding opinion;
• beneath artwork. 123 ter of the Consolidated Monetary Act, paragraph 6, approve or reject the second part of the remuneration report; the decision will not be binding and the end result of the vote is made obtainable to the general public pursuant to artwork.125-quater,

paragraph 2 of the Consolidated Monetary Act.

The Remuneration Report shall be made obtainable on the web site www.irce.it and at Borsa Italiana S.p.A.

On behalf of the Board of Administrators

Imola, 15 March 2023