Civitanavi S p A : Procedure for transactions with related parties

English translation for courtesy purposes only. In case of discrepancies between the Italian version and the

English version, the Italian version shall prevail.

CIVITANAVI SYSTEMS S.P.A.

PROCEDURE FOR TRANSACTIONS WITH RELATED PARTIES

The draft of this procedure was approved by the Board of Directors of Civitanavi Systems S.p.A. on 13 October 2021 and is still subject to the prior favourable opinion of the Related Parties Committee and subsequent final approval by the Board of Directors following the start of trading on Euronext Milan.

PROCEDURE FOR TRANSACTIONS WITH RELATED PARTIES

1 INTRODUCTION AND SOURCES

1. This procedure (the Procedure) governs the procedures for the approval and execution of transactions with Related Parties (as defined below) carried out by Civitanavi Systems S.p.A. (the Company or Civitanavi Systems) directly or through its subsidiaries, in accordance with article 2391-bis of the Italian Civil Code and the "Regulations for related party transactions" adopted by Consob with resolution 17721 of 12 March 2010 (as subsequently amended and supplemented) setting out the principles and rules to be followed by the boards of directors of companies that make use of the risk capital market "in order to ensure transparency and substantial and procedural correctness of related party transactions carried out directly or through subsidiaries " (the Consob Related Parties Regulation).
2. For matters not expressly governed by this Procedure, express reference is made to the provisions of the Consob Related Parties Regulation in force from time to time.

2 DEFINITIONS

2.1 In addition to the terms defined elsewhere in this Procedure, the following terms shall have the meanings ascribed to them herein:

Board of Directors: means the board of directors of the Company in office, from time to time.

Board of Statutory Auditors: means the Board of Statutory Auditors of the Company in office, from time to time.

Close Family Member: means the close family members of a person, i.e. those family members who are expected to influence, or be influenced by, that person in their dealings with the company, including (a) the children and spouse or cohabitant of that person; (b) the children of that person's spouse or cohabitant; (iii) and persons dependent on that person or spouse or cohabitant1.

Committee for Transactions with Related Parties or Committee: means the committee composed of Non-Executive Directors, the majority of whom must be independent, and the number of the latter must not be less than 2 (two); if, for any reason, the Committee cannot be formed in compliance with these rules, the Equivalent Remedies shall be used. If the Board of Directors has not already done so when the Committee was set up, the Committee may appoint a Chairman from among its members, who will direct the work of the Committee, call its meetings and keep the minutes, with the assistance of a secretary who may or may not be a member of the Committee. Powers relating to Transactions of Greater Significance and Transactions of Lesser Significance concerning remuneration are in any case entrusted to the Remuneration Committee, which performs those tasks on the basis of the indications given in the Procedure.

Corporate Governance Code: means the Corporate Governance Code of listed companies, drafted by the Corporate Governance Committee of listed companies, promoted by Borsa

1 See IAS 24, paragraph 9.

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Italiana, in force from time to time.

Directors involved in the Transaction: means the directors who have an interest in the Transaction, on their own behalf or on behalf of third parties, which conflicts with that of the Company.

Equivalent Safeguards: means the safeguards indicated in Article 5 below to be adopted by the Company for the purposes of the operation of this Procedure if, in relation to a given Transaction, it is not possible to set up the Committee according to the relevant composition rules indicated in this Procedure.

Excluded Transactions: means the transactions excluded, in whole or in part, from the application of this Procedure, in accordance with the exemption provisions of the Consob Related Parties Regulation and better identified in Article 13 below.

Executives with Strategic Responsibilities: means those persons who have the power and responsibility, directly or indirectly, for planning, directing and controlling the activities of the company, including the directors (executive or otherwise) of the Company2.

Independent Director: means each director acknowledged by the Company as being independent pursuant to Article 148, third paragraph, of Legislative Decree no. 58/1998 (the Consolidated Financial Act) and pursuant to and in application of the principles and recommendations of the Corporate Governance Code.

International Accounting Standards: shall mean the international accounting standards adopted in accordance with the procedure laid down in Article 6 of Regulation (EC) No. 1606/2002.

Market-equivalentor Standard Terms and Conditions: means the terms and conditions similar to those usually applied to unrelated parties for transactions of a corresponding nature, size and risk, or based on regulated tariffs or imposed prices, or those applied to parties with which the Company is obliged by law to contract for a given consideration.

Non-ExecutiveDirectors: means the directors of the Company who are not vested with executive functions.

Ordinary Transactions: means the transactions that are part of the ordinary course of business and related financial activities.

Related Parties: means the parties defined as such by International Accounting Standards and, in particular, by IAS 24 in force at the time. In particular, under the current wording of IAS 24 - which shall be amended from time to time in the event of any amendments to IAS 24 - a Related Party is a person or entity that is related to the entity that drafts the financial statements.

1. A person or a Close Family Member of that person is related to a reporting entity if that person:

2 See IAS 24, paragraph 9.

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1. 1. has control 3 or joint control 4 over the reporting entity;
   2. has significant influence 5 over the reporting entity; or
   3. is part of the key management staff of the reporting entity or one of its parents.
2. An entity is related to a reporting entity if any of the following conditions applies:
3. 1. the entity and the reporting entity are members of the same group (which means that each parent, subsidiary and group member is related to the others);
   2. one entity is an associate or joint venture of the other entity (or an associate or joint venture that is part of a group of which the other entity is a member);
   3. both entities are joint ventures of the same third party;
   4. one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
   5. the entity is represented by a post-employment benefit plan for the benefit of employees of the reporting entity or an entity related to the reporting entity;
   6. the entity is controlled or jointly controlled by a person identified in (a);
   7. a person identified in (a)(i) has significant influence over the entity or is an Executive with Strategic Responsibilities of the entity (or its parent) (IAS 24, paragraph 9).
   8. the entity, or any member of a group to which it belongs, provides key management personnel services to the reporting entity or the reporting entity's parent (IAS 24, paragraph 9).

In the definition of related party, an associate includes the subsidiaries of the associate and a joint venture includes the subsidiaries of the joint venture. Therefore, for example, a subsidiary of an associate and the investor that has significant influence over the associate are related to each other (IAS 24, paragraph 12).

Related Party Transactions or Transactions: means, pursuant to International Accounting Standards, a transfer of resources, services or obligations between the Company and one or more Related Parties, regardless of whether a consideration 6 is agreed upon. Such transactions include:

1. mergers, demergers by incorporation or demergers in the strict non -proportional sense, where carried out with Related Parties; (ii) decisions relating to the allocation of remuneration and economic benefits, in any form, to members of the management and control bodies and to Executives with Strategic Responsibilities, without prejudice to Excluded Transactions.

Significant Interests: interests are considered as such by the Board of Directors on the basis of the indications provided by Consob in Communication no. DEM/10078683 of 24 September 2010 (and in subsequent Consob communications), it being understood that interests are not

1. The terms 'control', 'joint control' and 'significant influence' are defined in IFRS 10, IFRS 11 (Arrangements for Joint Control) and IAS 28 (Investments in Associates and Joint Ventures) and are used in the Procedure with the meanings specified in those IFRSs (IAS 24, paragraph 9).
2. See footnote3 .
3. See footnote 3.
4. See IAS 24, paragraph 9.

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considered significant if they arise from the mere sharing of one or more directors or other Executives with Strategic Responsibilities between the Company and its Subsidiaries or Subsidiaries, and it being understood that, in any event there are significant in terests of other related parties of the Company (i) if one or more directors or Executives with Strategic Responsibilities of the Company benefit from incentive plans based on financial instruments or in any case on variable remuneration dependent on the results achieved by the subsidiaries or associated companies with which the Transaction is carried out and (ii) if the person who, even indirectly, controls the Company, holds in the subsidiary or associated company with which the Transaction is carried out a shareholding whose effective weight is greater than the effective weight of the shareholding held by the same person in the Company, without prejudice to the obligations under art. 12 of this Procedure.

Transactions of Limited Value: means (i) a Related Party Transaction the value of which does not exceed Euro 250.000,00 if the counterparty is a legal person or Euro 50.000,00 if the counterparty is a natural person (including professional associations of which the Related Party is a member or companies referable to the same), or (ii) several Transactions that are homogeneous or carried out in execution of a unitary plan which, taken together, do not exceed Euro 300.000.00 if the counterparty is a legal person or Euro 100.000,00 if the counterparty is a natural person (including professional associations of which the Related Party is a member or companies referable to it).

Transactions of Greater Significance: means, the "transactions of greater significance" as defined on the basis of the criteria indicated in the annex to the Consob Related Parties Regulation.

Transactions of Lesser Significance: means, all Transactions other than Transactions of Greater Significance and Transactions of Limited Value.

Unrelated Directors: means the directors of the Company other than a counterparty to a particular Transaction and the Related Parties of the counterparty.

Unrelated Shareholders: means those persons entitled to vote other than the counterparty to a given Transaction and persons related both to the counterparty to a given Transaction and to the Company.

3 REGISTER OF RELATED PARTIES

1. The Company shall set up a special register in which the Related Parties identified pursuant to this article 3 shall be recorded. In particular, this register and the related communications to Related Parties may be managed directly or also through an external party.
2. The drafting and updating of the register of Related Parties is taken care of by the Company's Investor Relations department, which shall update it at least once a year.
3. The Company's Investor Relations department shall (i) identify the Company's direct Related Parties and (ii) notify in writing each Director and Statutory Auditor as well as Executives with Strategic Responsibilities of the Company or of the entity controlling the Company that they have been entered in the register, at the same time requesting from each interested party the initial

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