Gen. Reg. no. 52172----------------------- Collection no. 33672
MINUTES OF AN ANNUAL GENERAL MEETING OF A JOINT STOCK COMPANY UNDER ITALIAN LAW (SOCIETA' PER AZIONI) ITALIAN REPUBLICOn Thursday the sixteenth of April, two thousand and twenty-six, at ten hours and thirty-four minutes a.m.
16 April 2026
In Bologna, Via Trattati Comunitari 1957-2007 no.13, at the registered office of the Company, in a room on the third floor.
Before me, Ms. Daniela Cenni, Civil Law Notary registered with the Bologna District Notarial Board and resident in Castenaso, there appeared:
ANTONIO RIZZI, born in Naples (NA) on 14 December 1965, domiciled for the office in Bologna, Via Trattati Comunitari Europei 1957-2007 no. 13, who declared to act in his capacity as the Chairman of the Board of Directors of the Company "IMMOBILIARE GRANDE DISTRIBUZIONE SOCIETA' DI
INVESTIMENTO IMMOBILIARE QUOTATA S.P.A." or in the short form "IGD SIIQ SPA" with registered office in Bologna, Via Trattati Comunitari Europei 1957-2007 n. 13, registration number in the Bologna Company Register, tax code and VAT number 00397420399, R.E.A. BO-458582, with share capital of 650,000,000.00 euros (six hundred and fifty million euros) fully subscribed and paid up, a company with shares listed on the Mercato Telematico Azionario managed by Borsa Italiana S.p.A. (hereinafter the "Company"), subject to the management and coordination of COOP ALLEANZA 3.0 Soc. Coop. with registered office in Castenaso.Of whose personal identity I, the Notary, am certain.
The appearing party, in his capacity as Chairman of the Board of Directors of the Company, declares that he is taking the chair of today's meeting (hereinafter the "Meeting"), pursuant to Article 14.1 of the Articles of Association and Article 3 of the current Shareholders' Meeting Regulations and calls on the notary Daniela Cenni in Castenaso to act as secretary of the meeting, so that she can draft the minutes of the Annual General Meeting.
No one objecting, the Chair notes and declares as follows:
- The Meeting was duly convened in accordance with the law and pursuant to Article 11.2 of the Articles of Association, in this location, on first call for 10.30 am today and, if necessary, on second call for 17 April 2026 at the same time and place, as per the notice published on 16 March 2026 on the Company's website, on the Company's website www.gruppoigd.it, "Governance - Annual General Meeting" section, at the authorised storage system www.emarketstorage.com managed by Teleborsa S.r.l.. The notice of a call was also published as excerpt, pursuant to Article 125-bis of Consolidated Law on Finance (hereinafter TUF), on the daily newspaper Sole 24 Ore on 16 May 2026;
The documentation related to the Shareholders' Meeting is available to the public on the Company's website, at the section: "Governance - Annual General Meeting" as well as on the authorized eMarket storage system https://www.emarketstorage.com as provided for by current applicable laws;
Pursuant to Art. 13.4 of the Articles of Association, the Company established that
the entitled parties can only participate in the Shareholders' Meeting through the
representative appointed by the Company pursuant to Art. 135-undecies of Legislative Decree no. 58/98 (the Consolidated Finance Act, hereinafter "TUF"), identified in Computershare S.p.A., with registered office in via Lorenzo Mascheroni no. 19, Milan, authorized to receive the shareholders' proxies and/or subproxies, with the relevant voting instructions pursuant to Articles 135-undecies and 135-novies of TUF. All the documentation will be previously made available at the Company's registered office and on its website, together with the proxy forms, as established by the law.
The Chairman points out that the Company established that the members of the corporate bodies, the nominated Secretary and the Appointed Representative may also, or exclusively, participate and vote in the meeting by means of video/tele conference, as individually communicated to each of them, in accordance with the applicable provisions.
The Chairman acknowledges as follows:
For the Board of Directors, the following are present in the room said appearing party, the Managing Director Roberto Zoia, Director Antonio Cerulli and the Vice Chairman of the Board of Directors Edy Gambetti, while Directors Daniela Delfrate, Simonetta Ciocchi, Alessia Savino, Antonello Cestelli, Mirella Pellegrini and Laura Ceccotti are in attendance via video conference. Director Francesca Mencuccini is absent with justification.
For the Board of Auditors, the following are attending via video conference: Barbara Idranti and Massimo Scarafuggi, while President Iacopo Lisi is present in person.
For the auditing firm Deloitte&Touche S.P.A. Antonio De Bonis is attending via video conference.
For the company Computershare S.p.A., Michela Deodato is in attendance via video conference, acting in representation of the Appointed Representative.
Certain employees of the Company in charge of providing technical operational support for today's Meeting are also present in the room.
The Chairman hereby acknowledges as follows:
The approved share capital is equal to 650,000,000.00 euros (six hundred and fifty million euros) fully subscribed and paid up, divided into no. 110,341,903 (one hundred and ten million three hundred and forty-one thousand nine hundred and three) ordinary shares without a stated par value, with the right to participate and vote in this Meeting;
The Company does not hold any treasury shares.
The Chairman gives the floor to the Appointed Representative who announces that, at the time of the establishing the valid constitution of today's Meeting, 162 (one hundred and sixty-two) shareholders had granted proxies to the Appointed Representative. They represent a total of 78,131,516 (seventy-eight million, one hundred and thirty-one thousand, five hundred and sixteen) ordinary shares. For these, the communication from the intermediary required by Art. 83-sexies of the TUF has been received. The shares are equal to 70.808563% of the 110,341,903 (one hundred and ten million, three hundred and forty-one thousand, nine hundred and three) ordinary shares without par value representing the share capital.
The Chairman takes note of the following:
The communications of the intermediaries, for the purposes of the participation of the entitled parties in this meeting, have been received by the Company in accordance with the current provisions of law on the matter, as well as in compliance with the provisions of the corporate articles of association;
Compliance with the current laws and bylaws of the proxies and/or sub-proxies conferred to Computershare S.p.A. as Appointed Representative has been verified; - Pursuant to Art. 135-undecies, Par. 3, of the TUF, the shares for which a full or partial proxy and/or sub-proxy were conferred on the Appointed Representative under Articles 135-novies and 135-undecies of the TUF are counted for the purposes of establishing whether a meeting is validly constituted, while the shares in respect of which no voting instructions on the proposals on the agenda were conferred are not counted for the purposes of calculating the share capital quorum required for the approval of the relevant resolution;
The shareholders entitled to participate in this Meeting, by proxy and/or sub-proxy, are indicated in the list that the Chairman delivers to me, which, I attach to this document under letter "A", having the appearing party and myself viewed it and signed it.
The Chairman then asks Ms. Michela Deodato, who is attending this meeting in the name and on behalf of the Appointed Representative, to confirm that no vote will be cast otherwise than as indicated in the instructions.
Ms. Michela Deodato confirms that no vote will be cast otherwise than as indicated in the instructions.
The Chairman then takes the floor to acknowledges as follows:
In order to facilitate the drafting of the minutes, an audio recording of the Meeting was prepared, on a removable medium which will be destroyed after the minutes are drafted.
No requests to add items to the agenda of the Meeting or new resolution proposals pursuant to Art. 126-bis of the TUF were submitted by the shareholders.
No solicitation of voting proxies as per Articles 136 et seq. of the TUF appears to have been promoted in relation to this Meeting.
The Chairman, therefore, acknowledges that the video-conference and tele-conference connection is clear to each attendant and free from interference, and declares that he can ascertain the identity and legitimate attendance of those present and that they can take part in the discussion, interacting with each other, with the Chairman and with me, the notary, and cast their vote.
Therefore, the Chairman declares that the Meeting is regularly constituted and authorised to pass resolutions on all the matters on the agenda as stated in the relevant notice and set out therein as follows:
AGENDA- Separate Financial Statements at 31.12.2025; Directors' Report on Operations; External Auditors' Report; Report of the Board of Statutory Auditors; Presentation of the Consolidated Financial Statements at 31.12.2025; related and consequent resolutions.
- Allocation of the net earnings for the year and dividend distribution to the Shareholders; related and consequent resolutions.
- Report on remuneration and compensation in accordance with Article 123-ter of Legislative Decree 58/98 and Article 84-quater of CONSOB Regulation no. 11971/99: First section: report on the remuneration policy. Binding resolution.
-
Report on remuneration and compensation in accordance with Article 123-ter of Legislative Decree 58/98 and Article 84-quater of CONSOB Regulation no. 11971/99: Second section: report on compensation paid. Non-binding resolution.
The Chairman acknowledges that, with regard to the items on the agenda, the
obligations provided for by current laws and regulations have been duly fulfilled. Specifically:
The explanatory report regarding the items on the agenda of the Annual General Meeting required by Article 125-ter of TUF was made available to the public on 16 March 2026 at the Company's registered office, on the Company's website www.gruppoigd.it, Governance - Annual General Meeting section as well as on the platform of the authorised storage mechanism www.emarketstorage.com.
The Annual Report at 31 December 2025 (which includes the draft and
consolidated financial statements at 31 December 2025, the directors' report on operations and required Certifications), together with the External Auditors Report and the Board of Statutory Auditors Report, the report on corporate governance and ownership structure, the report on remuneration and compensation were made available to the public on 25 March 2026 at the Company's registered office, on the Company's website www.gruppoigd.it,section on Governance - Annual General Meeting, at the authorised storage mechanismwww.emarketstorage.com.
All the documents listed above were sent to the shareholders who requested them and were delivered to the Appointed Representative who attended today's meeting.
Furthermore, all the accomplishments in respect of CONSOB required by current applicable legislation for such documents were satisfied.
The Chairman points out that the Company has not received from the shareholders any questions and/or requests to speak in relation to items on the agenda.
He then notes and declares as follows:
The Company qualifies as an SME pursuant to Art. 1, paragraph w-quater, of TUF, as last amended and supplemented.
Voting right cannot be exercised in connection with shares for which communication obligations under Articles 120 and 122 (1) of TUF, concerning significant shareholdings and shareholders' agreements respectively, have not been satisfied.
According to the records in the shareholders' register, as supplemented by the communications received pursuant to Article 120 of TUF and other available information, the following persons hold a shareholding exceeding a threshold of 5% (five percent) of the subscribed share capital of IGD SIIQ S.p.A.:
Coop. Alleanza 3.0 soc. coop owns 45,153,442 (forty-five million, one hundred and fifty-three thousand, four hundred and forty-two) ordinary shares, equal to 40.92% (forty-point ninety-two percent) of the share capital.
Unicoop Etruria società cooperativa owns 11,001,625 (eleven million, one thousand six hundred and twenty-five) ordinary shares, equal to 9.97% (nine-point ninety-seven percent) of the share capital.
Clearance Capital Limited owns 6,649,919 (six million, six hundred and forty-nine thousand, nine hundred and nineteen) ordinary shares, equal to 6.02% (six-point zero two percent) of the share capital.
The Company has no other shareholders holding ordinary shares of the company in excess of 5% (five percent) of the subscribed share capital represented by shares with voting rights.
The Company is not aware of the existence of any shareholders' agreements.
Pursuant to Article 2359 (1) (2) of the Italian Civil Code and Article 93 of TUF, the Company is subject to the management and coordination of Coop Alleanza 3.0 soc. coop, for the purposes of Article 2497 of the Italian Civil Code.
As a result of the above considerations regarding the conduct of today's proceedings, shareholders entitled to do so may take part in the Meeting exclusively
through the Representative appointed by the Company, as permitted under Art. 13.4 of the Company's Articles of Association. Therefore, the votes on all or some of the proposed resolutions regarding the items on the agenda are contained in the proxies and/or sub-proxies conferred on the Representative appointed by the shareholders.
The operations for recording the voting results will therefore be managed with the aid of technical equipment by Computershare S.p.A., as Appointed Representative, in the person of Ms. Michela Deodato.
The names of the shareholders who, by proxy and/or sub-proxy to the Appointed Representative, cast a vote against or abstained or did not vote, as well as those who cast a vote in favour, will be listed in an attachment to the minutes of this Meeting, for each vote.
The Chairman then reminds those present that the members of the Board of Directors and the Statutory Auditors can take the floor and invites those who wish to abandon the audio-video connection before the end of the proceedings to notify it so that it may be added to the minutes.
Finally, for the purposes of the current legislation for the protection of personal data of shareholders or those entitled to vote, the Chairman informs those present that the data required to take part in the Meeting will be processed by the Company exclusively in connection with the execution of the meeting.
Finally, the Chairman acknowledges the fees of auditors Deloitte&Touche S.p.A., which include the effect of indexation to inflation for the year. They are as follows:
For the audit of the separate financial statements as of 31 December 2025: 86,852.00 euros (eighty-six thousand, eight hundred and fifty-two euros) (including an audit of the correct keeping of company accounts, pursuant to Article 14 (1, b), of Legislative Decree 39/2010 and the activities on the report drawn up in XHTML format) including expenses (plus VAT), for approximately 1565 (one thousand five hundred and sixty-five) worked hours.
For the audit of the consolidated financial statements as of 31 December 2025, 15,327.00 euros (fifteen thousand, three hundred and twenty-seven euros), including expenses (plus VAT), for approximately 276 (two hundred and seventy-six) worked hours.
For the audit of the separate half-year financial statements at 30 June 2025, 28,386.00 euros (twenty-eight thousand, three hundred and eighty-six euros) including expenses (plus VAT), for approximately 445 (four hundred and forty-five) worked hours.
Consob contribution of 10,226.00 euros (ten thousand, two hundred and twenty-six euros) is to be added to the above fees.
The Chairman then opens the discussion on the first item on the agenda of the Annual General Meeting:
-
Separate Financial Statements at 31.12.2025; Directors' Report on Operations; External Auditors' Report; Report of the Board of Statutory Auditors; Presentation of the Consolidated Financial Statements at 31.12.2025; related and consequent resolutions.
The Chairman reminds those present that the Report prepared by the Board of Directors for today's Annual General Meeting and the additional documentation relating to the first item on the agenda have been made available to the public, within the terms of the law, at the registered office, on the Company's website https://www.gruppoigd.it, section on Governance - Annual General Meeting at the authorized storage mechanism https://www.emarketstorage.com, and made available to those in attendance. In particular, the Annual Report for financial year ended 31
December 2025 (including the draft Financial Statements and the Consolidated Financial Statements as of 31 December 2025, the Directors' Report on operations and required Certifications) have been made available, together with the Reports of the Independent Auditors and of the Board of Statutory Auditors and the Report on Corporate Governance and Ownership Structure. He therefore proposes to be exempted from reading all the aforementioned documents and refer to their conclusions.
No one raising any objection, the Chairman gives the floor to Iacopo Lisi who, on behalf of the entire Board of Statutory Auditors, confirms the content of the Report that accompanies the financial statements and forms part of the documentation available to the public, and declares that he has no comment to make.
The Chairman then reads the proposed resolution regarding the first item on the agenda of the Ordinary Meeting, as formulated by the Board of Directors:
"The Shareholders' Meeting of Immobiliare Grande Distribuzione Società di
Investimento Immobiliare Quotata S.p.A.,
having seen the Board of Directors' report;
having seen the Report of Board of Statutory Auditors;
having examined the Company's financial statements for year ended at
31 December 2025;
having acknowledged the report prepared by the external auditors Deloitte & Touche;
resolves
to approve the financial statements of IGD SIIQ S.p.A. for the financial year ended at 31 December 2025, showing a Net Profit of €31,223,965.27 (thirty-one million, two hundred and twenty-three thousand, nine hundred and sixty-five euros and twenty-seven cents) and the relevant Report of the Board of Directors". Having completed the reading of the proposed resolution, the Chairman asks Ms. Michela Deodato, who attends this meeting in the name and on behalf of the Appointed Representative, whether she has received voting instructions for all the shares for which the proxy has been granted. Ms. Michela Deodato declares that she has received voting instructions for all the shares for which the proxy has been granted and certifies that the communication required by art. 83-sexies of the TUF has been received for 78,131,516 (seventy-eight million, one hundred and thirty-one thousand, five hundred and sixteen) voting shares, equal to 70.808563% of the total 110,341,903 ordinary shares that constitute the share capital.
The Chairman then announces the vote on the proposed resolution, which was read
out, inviting the Appointed Representative to declare the voting instructions received. Ms. Michela Deodato declares that:
78,124,366 (seventy-eight million one hundred and twenty-four thousand three hundred and sixty-six) shares, equal to 99.9908% of all the represented shares, voted in favour;
0 (zero) shares voted against;
7,150 (seven thousand, one hundred and fifty) shares abstained from voting;
not voting no one.
The Chairman announces the result of the vote and declares that the Ordinary Annual General Meeting has approved the proposal by a large majority, with the favourable vote of 78,124,366 (seventy-eight million, one hundred and twenty-four thousand, three hundred and sixty-six) shares.The outcome of the vote is shown in the report delivered to me by the Chairman and which I, the notary, attach to these minutes as Annex "B".
The Chairman then moves on to the second item on the agenda of the Annual General Meeting:
-
Allocation of the net earnings for the year and dividend distribution to the Shareholders; related and consequent resolutions.
The Chairman points out that, pursuant to current legislation, the Board of Directors has formulated a reasoned proposal to the Assembly regarding the allocation of the operating result.
The Chairman then reads the proposed resolution regarding the second item on the agenda as formulated by the Board of Directors:
"The Shareholders' Meeting of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A., having examined the Report of the Board of Directors,
resolves
to allocate the profit for the financial year 2025 of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A., equal to
€31,223,965.27 (thirty-one million two hundred and twenty-three thousand nine hundred and sixty-five euros and twenty-seven cents), as follows:
By €14,998,236.75 (fourteen million, nine hundred and ninety-eight thousand, two hundred and thirty-six euros and seventy-five cents) to the Fair Value Reserve, relating to the valuation of real estate assets at market value. Accordingly, the Fair Value reserve, consisting of the valuation of the real estate portfolio at fair value, would go from €152,009,703.87 (a hundred and fifty-two million, nine thousand seven hundred and three euros and eighty-seven cents) to €167,007,940.62 (one hundred and sixty-seven million, seven thousand nine hundred and forty euros and sixty-two cents).
By €9,715.76 (nine thousand, seven hundred and fifteen euros and seventy-six cents) to the available reserve, specifying that it derives from taxable operations.
By €16,216,012.76 (sixteen million, two hundred and sixteen thousand and twelve euros and seventy-six cents) to dividends, specifying that it derives from exempt operations.
To distribute a dividend of €0.15 (zero point fifteen euros) for each ordinary share outstanding at the ex-dividend date, excluding any treasury shares held on that date.
The total dividend, based on the IGD shares outstanding at 26 February 2026, totalling 110,341,903 ordinary shares, amounts to €16,551,285.45, (sixteen million, five hundred and fifty-one thousand two hundred and eighty-five euros and forty-five cents) to be withdrawn:
- By €16,216,012.76, (sixteen million, two hundred and sixteen thousand and twelve euros and seventy-six cents) from the statutory profit made available for distribution, specifying that it derives entirely from exempt management.
- For €335,272.69 (three hundred and thirty-five thousand two hundred and seventy-two euros point sixty-nine cents), using part of the other distributable profit reserves deriving from exempt management.
The dividend will be paid by detachment of coupon no. 8 starting from 4 May 2026; entitlement to the payment of the dividend will be determined with
reference to the evidence of the intermediary's accounts as provided for in Article 83-quater, paragraph 3, of Legislative Decree no. 58 of 24 February 1998, at the end of the accounting day of 5 May 2026 (the record date), as provided for by Article 83-terdecies of Legislative Decree no. 58 of 24 February 1998;
To give the Chairman and the Chief Executive Officer, whether jointly or severally, the power to ascertain in due time, in relation to the final number of remunerated shares, the exact amount of the dividend to be distributed."
Having completed the reading of the proposed resolution, the Chairman asks Ms. Michela Deodato, who attends this meeting in the name and on behalf of the Appointed Representative, whether she has received voting instructions for all the shares for which the proxy has been granted. Ms Michela Deodato declares that she has voting instructions for all the shares for which the proxy has been granted and certifies that the communication required by art. 83-sexies of the TUF has been received for 78,131,516 (seventy-eight million, one hundred and thirty-one thousand, five hundred and sixteen) shares, equal to 70.808563% of the total 110,341,903 ordinary shares that constitute the share capital.
The Chairman then announces the vote on the proposed resolution, which was read out, inviting the Appointed Representative to declare the voting instructions received. Ms. Michela Deodato declares that:
78,131,516 (seventy-eight million, one hundred and thirty-one thousand, five hundred and sixteen) shares, equal to 100% of all the represented shares voted in favour;
0 (zero) shares voted against;
0 (zero) shares abstained from voting;
Not voting: No one.
The outcome of the vote is shown in the report delivered to me by the Chairman,
and which I, the notary, attach to these minutes as Annex "C". The Chairman then moves on to the second item on the agenda:
- Report on remuneration and compensation in accordance with Article 123-ter of Legislative Decree 58/98 and Article 84-quater of CONSOB Regulation no. 11971/99: First section: report on the remuneration policy. Binding resolution
The Chairman points out that the report on remuneration and compensation prepared by the Company pursuant to Art. 123-ter of TUF and approved by the Board of Directors on 26 March 2026, upon proposal of the Nomination and Compensation Committee, has been made available to the public at the Company's registered office, on its website https://www.gruppoigd.it, section on Governance -Annual General Meeting and at the authorised storage mechanism https://www.emarketstorage.com in the manner and within the terms established by law.
He pointed out that, pursuant to Art. 123-ter of Legislative Decree 58/1998, the annual general meeting is called to pass resolutions on the first and second sections of the Report on the remuneration policy and compensation paid. The first section specifically describes the Company's policy with respect to the remuneration of the members of the Board of Directors, of the Board of Statutory Auditors and of key management personnel for 2026, as well as the procedures used in the adoption and implementation of such policy. This section, pursuant to Art. 123-ter, paragraphs 3-
bis and 3-ter, of TUF, as introduced by Legislative Decree no. 49/2019, is subject to the binding resolution of the Annual General Meeting.
The Chairman then reads the proposed resolution regarding the first session, as formulated by the Board of Directors:
"The Shareholders' Meeting of Immobiliare Grande Distribuzione Società di
Investimento Immobiliare Quotata S.p.A.,
having examined the first section of the "Report on remuneration and compensation" pursuant to Article 123-ter, para. 3, of Legislative Decree no. 58 dated 24 February 1998, prepared by the Board of Directors based on the proposal of the Nominations and Remuneration Committee, which describes the Company's policy relating to the remuneration of members of the Board of Directors, of the Board of Statutory Auditors, of Key Managers with strategic responsibilities for the year 2026, as well as the procedures used to adopt and implement such policy,
resolves
to approve the first section of the "Report on remuneration and compensation" approved by the Board of Directors on 26 February 2026, pursuant to Article 123-ter, paragraphs 3-bis) and 3-ter) of the Consolidated Law on Finance (TUF)"
Having completed the reading of the proposed resolution, the Chairman asks Ms. Michela Deodato, who attends this meeting in the name and on behalf of the Appointed Representative, whether she has received voting instructions for all the shares for which the proxy has been granted. Ms Michela Deodato declares that she has received voting instructions for all the shares for which the proxy has been granted and certifies that the communication required by art. 83-sexies of the TUF has been received for 78,131,516 (seventy-eight million, one hundred and thirty-one thousand, five hundred and sixteen) voting shares, equal to 70.808563% of the total 110,341,903 ordinary shares that constitute the share capital.
The Chairman then announces the vote on the proposed resolution, which was read out, inviting the Appointed Representative to declare the voting instructions received. Ms Michela Deodato declares that:
74,355,857 (seventy-four million, three hundred and fifty-five thousand, eight hundred and fifty-seven) shares voted in favour, equal to 95.1675% of the shares represented;
3,775,659 (three million, seven hundred and seventy-five thousand six hundred and fifty-nine) shares voted against;
0 (zero) shares abstained from voting;
not voting: No one.
The outcome of the vote is shown in the report delivered to me by the Chairman and which I, the notary, attach to these minutes as Annex "D".
The Chairman then moves on to the fourth item on the agenda:
- Report on remuneration and compensation in accordance with Article 123-ter of Legislative Decree 58/98 and Article 84-quater of CONSOB Regulation no. 11971/99: Second section: report on compensation paid. Non-binding resolution.
The Chairman points out that the second section of the Report on remuneration and
compensation contains information about the compensation paid to the members of the Board of Directors, of the Board of Statutory Auditors and Key Managers with strategic responsibilities (shown as an aggregate) in or for 2025. This section, pursuant to paragraph 6 of Art. 123-ter TUF, is subject to the non-binding resolution of the Shareholders' Meeting.
The Chairman then reads the proposed resolution regarding the first session, as formulated by the Board of Directors:
"The Shareholders' Meeting of Immobiliare Grande Distribuzione Società di
Investimento Immobiliare Quotata S.p.A.,
having examined the second section of the "Report on remuneration and compensation" called for under Article 123-ter, paragraph 4, of Legislative Decree no. 58 dated 24 February 1998, prepared by the Board of Directors based on the proposal of the Nominations and Remuneration Committee, which describes the compensation paid to the members of the Board of Directors, of the Board of Statutory Auditors, and to Key Managers with strategic responsibilities in 2025 or related to that year;
resolves
pursuant to Article 123-ter (6) of the TUF, in favour of the second section of the "Report on remuneration and compensation" approved by the Board of Directors on 26 February 2026.
Having completed the reading of the proposed resolution, the Chairman asks Ms. Michela Deodato, who attends this meeting in the name and on behalf of the Appointed Representative, whether she has received voting instructions for all the shares for which the proxy has been granted. Ms Michela Deodato declares that she has received voting instructions for all the shares for which the proxy has been granted and certifies that the communication required by art. 83-sexies of the TUF has been received for 78,131,516 (seventy-eight million, one hundred and thirty-one thousand, five hundred and sixteen) voting shares, equal to 70.808563% of the total 110,341,903 ordinary shares that constitute the share capital.
The Chairman then announces the vote on the proposed resolution, which was read out, inviting the Appointed Representative to declare the voting instructions received. Ms Michela Deodato declares that:
74,686,703 (seventy-four million, six hundred and eighty-six thousand seven hundred and three) shares voted in favour, equal to 95.5910% of the shares represented;
3,444,813 (three million, four hundred and forty-four thousand, eight hundred and thirteen) shares voted against;
0 (zero) shares abstained from voting;
Not voting: No one.
The Chairman announces the result of the vote and declares that the Ordinary Annual General Meeting has approved the proposal by a large majority, with the favourable vote of 74,686,703 (seventy-four million, six hundred and eighty-six thousand, seven hundred and three) shares.The outcome of the vote is shown in the report delivered to me by the Chairman, and which I, the notary, attach to these minutes as Annex "E".
The following are also attached to this document:
Under letter "F" the Explanatory Report on items number 1, 2, 3 and 4 on the agenda, prepared by the Board of Directors pursuant to Articles 125 ter TUF and 84-ter of CONSOB Regulations no.11971/99;
Under letter "G" the financial statement file including the Directors'
Report, the Report on Corporate Governance and Ownership Structure, the financial statements as of 31 December 2025 with the report of the Board of Statutory Auditors and the report of the Auditing Firm, the consolidated financial statement as of 31 December 2025 with the Auditors' Report;
Under letter "H", the report on remuneration and compensation;
Under letter "I", the indication of the vote expressed for each vote with the relevant quantity of shares;
There being nothing else to discuss on the agenda, the Chairman declares the proceedings closed at eleven hours and five minutes.
*****
The appearing party declares to have read, and received a copy of, the Information prepared pursuant to Art. 13 of EU Regulation no. 679/2016 GDPR and Art. 13 of Legislative Decree no. 196 of 30 June 2003 and to consent to the processing of his/her personal data for the purposes of the aforementioned legislation; they may be entered into databases, computer archives and telematic systems only for purposes connected to this deed and dependent formalities.
I, the notary, have omitted to read the attachments due to the express dispensation I received from the appearing party.
I, the notary, received this deed, typewritten by a person whom I trust and completed by hand by me and by a person whom I trust on six sheets of paper, consisting of twenty-two full pages and part of the twenty-third, and read by me to the appearing party, who approved and confirmed it.
Signed at eleven hours and twenty-eight minutes. Signed: Antonio Rizzi - DANIELA CENNI
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Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A.
Via Trattati Comunitari Europei 1957-2007, n.13
Share capital fully subscribed and paid-in: EUR 650,000,000.00 comprising 110,341,903 ordinary shares
VAT and Bologna Company Register no: 00397420399 Bologna Chamber of Commerce (R.E.A.) no.: 458582
Company subject to the direction and control of Coop Alleanza 3.0 Soc. Coop.
Ordinary Annual General Meeting of Igd Siiq S.p.A.16 APRIL - 17 APRIL 2026
EXPLANATORY REPORT FOR ITEMS 1,2,3 and 4 ON THE AGENDA OF THE ANNUAL GENERAL MEETING OF IGD SIIQ S.P.A. PREPARED BY THE BOARD OF DIRECTORS PURSUANT TO ARTICLES 125-TER OF LEGISLATIVE DECREE NO. 58/1998 AND 84-TER OF THE REGULATION ADOPTED BY CONSOB RESOLUTION NO. 11971/1999* * *
- Separate Financial Statements at 31.12.2025; Directors' Report on Operations; External Auditors' Report; Report of the Board of Statutory Auditors; Presentation of the Consolidated Financial Statements at 31.12.2025; related and consequent resolutions.
- Allocation of the net earnings for the year and dividend distribution to the Shareholders; related and consequent resolutions.
- Report on remuneration and compensation in accordance with Article 123-ter of Legislative Decree 58/98 and Article 84-quater of CONSOB Regulation no. 11971/99: First section: report on the remuneration policy. Binding resolution.
- Report on remuneration and compensation in accordance with Article 123-ter of Legislative Decree 58/98 and Article 84-quater of CONSOB Regulation no. 11971/99: Second section: report on compensation paid. Non-binding resolution.
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Item 1 - Financial statements at 31.12.2025; Directors' report on operations; External auditors' report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2025; related and consequent resolutions.Shareholders,
The financial statements as at 31 December 2025, whose draft has been approved by the Board of Directors in the meeting held on 26 February 2026, and which are now being submitted to you for your approval, show a net profit of €31,224 thousand. Total revenues and operating income amounted to €114 million, a decrease of €3 million, or 2.9%, compared to the previous financial year, due to the transfer of 8 hypermarkets, 3 supermarkets and 2 malls to the Food fund, completed on 23 April 2024. Operating costs, including overheads, are substantially in line with the previous financial year, impacting on revenues by 26.2%, slightly increasing compared to 25.2% at 31 December 2024.
Operating result amounted to €91 million, improving by €25.7 million compared to the previous year, mainly as a result of revaluations in the real estate portfolio, equal to €9.7 million (impairment was €19.2 million at 31 December 2024).
The result of the management of equity investments and property sales shows a loss of €2.9 million,
mainly due to the impairment of the Food Fund shareholding.
Financial management showed a balance of €56.8 million at 31 December 2025, a decrease of €7.6
million with respect to the prior financial year.
The net financial position improved year on year by approximately €49.69 million, due to the decrease in debt from the application of IFRS 16 and cash generated in the period, net of investments made and the repayments of the instalments due on certain mortgages and of distributed dividends.
Gruppo IGD's total operating revenue at 31 December 2025 amounted to €140.8 million, showing a decrease compared to the previous financial year (total operating revenue at 31 December 2025 amounted to €145.2 million).
Rental income reached €129.4 million, decreasing 4% compared to the prior year. Direct costs from rental activities amounted to €19 million, a decrease of 12% with respect to the prior year.
Core business overheads, including payroll costs at headquarters' expenses, amounted to €14 million, increasing 3.7% compared to €13.4 million posted the previous year.
The core business EBITDA for 2025 was €99 million, decreasing 3.3% from the prior year, while the overall EBITDA was €98.1 million, decreasing 3.5%.
The core business EBITDA MARGIN was 71.3% (72.3% at 31 December 2024).
EBIT is positive by €97.2 million, showing an increase of €30.7 million with respect to the previous
year.
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The result of the management of equity investments and property sales shows a loss of €4.374 million, mainly due to the sale of the Romanian assets and the impairment of the Food Fund shareholding.
The balance of financial management went from €67.1 million recorded at 31 December 2024 to
€59.5 million at 31 December 2025.
The pre-tax income at 31 December 2025 was positive and amounted to €32.3 million, compared to the 2024 loss of €29.8 million.
The overall effects of the above produced a Group net profit of €32 million (loss of €30.1 million as of 31 December 2024). Core business Funds from Operations (FFO) amounted to €41.2 million, increasing €11.9 million compared to the previous financial year.
IGD Group's net financial debt at 31 December 2025 shows an improvement compared to the previous year by approximately €17 million. Financial structure indicators such as the gearing ratio (0.80) and loan-to-value ratio (43.5%) have improved compared with the prior financial year.
Real Estate Portfolio at 31 December 2025
Based on the independent assessment of CBRE Valuation S.p.A., KROLL S.p.A., Cushman & Wakefield and Jones Lang Lasalle, the market value of the real estate portfolio of Gruppo IGD at 31 December 2025 reached €1,693.65 million, increasing compared to €1,685.55 million recorded at 31 December 2024.
In light of the above, the Board of Directors submits the following proposal for your approval: "The Shareholders' Meeting of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A.,
having seen the Report of the Board of Directors;
having seen the Report of the Board of Statutory Auditors;
having examined the Company's financial statements for the year ended at 31 December 2025;
having acknowledged the report prepared by the external auditors Deloitte & Touche;
resolves
to approve the financial statements of IGD SIIQ S.p.A. for the financial year ended at 31 December 2025, showing a Net Profit of €31,223,965.27 and the relevant Report of the Board of Directors.
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Item 2 - Allocation of net result for the year and dividend distribution to the Shareholders; related and consequent resolutions.Shareholders,
Subject to the approval of the financial statements for year ended 31 December 2025 and of the
Directors' Report, the Board of Directors proposes as follows:
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to allocate the statutory profit of €14,998,236.75 to the Fair Value Reserve, which reflects the valuation of real estate assets at market value. Accordingly, the Fair Value reserve, consisting of the valuation of the real estate portfolio at fair value, would go from
€152,009,703.87 to €167,007,940.62.
to allocate the statutory profit of €9,715.76 to available reserves, specifying that it derives
from taxable operations;
to allocate the statutory profit of €16,216,012.76 to dividend, specifying that it derives from
exempt operations;
to allocate part of the Other distributable profit reserves for €335,272.69 to dividends,
specifying that it derives from exempt operations.
Please note that the above dividend will be paid to each outstanding ordinary share at the ex-dividend date, excluding any treasury shares held at that date.
The total dividend, based on the IGD shares outstanding at the date of this report, totalling
110,341,903 ordinary shares, amounts to €16,551,285.45, to be withdrawn:
for €16,216,012.76, from the statutory profit made available for distribution, specifying that it
derives entirely from exempt operations;
for €335,272.69, using part of the other distributable profit reserves deriving from exempt
operations;
Overall, distributed earnings from exempt operations amount to €16,551,285.45 or €0.15 per share.
In light of the above, the Board of Directors submits the following proposal for your approval:
"The Shareholders' Meeting of Immobiliare Grande Distribuzione Società di Investimento
Immobiliare Quotata S.p.A., having examined the Report of the Board of Directors,
resolves
to allocate the profit for the financial year 2025 of Immobiliare Grande Distribuzione
Società di Investimento Immobiliare Quotata S.p.A., equal to €31,223,965.27, as follows:
€14,998,236.75 to the Fair Value Reserve, reflecting the valuation of real estate assets at market value. Accordingly, the Fair Value reserve, reflecting the valuation of the real estate portfolio at fair value, would go from €152,009,703.87 to €167,007,940.62.
€9,715.76 to the available reserve, specifying that it derives from taxable operations;
€16,216,012.76 in dividends, specifying that it derives from exempt operations.
to distribute a dividend of €0.15 for each ordinary share in circulation at the ex-dividend date, excluding any treasury shares held on that date.
The total dividend, based on the IGD shares outstanding at 26 February 2026, totalling
110,341,903 ordinary shares, amounts to €16,551,285.45, to be withdrawn:
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for €16,216,012.76, from the statutory profit made available for distribution, specifying
that it derives entirely from exempt operations;
for €335,272.69, using part of the other distributable profit reserves deriving from exempt
operations;
The dividend will be paid by detachment of coupon no. 8 starting from 4 May 2026; entitlement to the payment of the dividend will be determined with reference to the evidence of the intermediary's accounts as provided for in Article 83-quater, paragraph 3, of Legislative Decree no. 58 of 24 February 1998, at the end of the accounting day of 5 May 2026 (the record date), as provided for by Article 83-terdecies of Legislative Decree no. 58 of 24 February 1998;
to give the Chairman and the Chief Executive Officer, even separately, the power to ascertain in due time, in relation to the definitive number of remunerated shares, the exact amount of the dividend to be distributed."
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Item 3 - Report on remuneration and compensation in accordance with Article 123-ter of Legislative Decree 58/98 and Article 84-quater of CONSOB Regulation no. 11971/99: First section: report on the remuneration policy. Binding resolution.Shareholders,
as you are well aware, pursuant to Article 123-ter of the TUF, listed companies are required to make available to the general public a report on the remuneration policy and compensation paid, prepared by the Company.
This report was approved by the Board of Directors on 26 February 2026, upon the proposal of the Nominations and Compensation Committee, and is available to the public at the Company's registered office, on the Company's website https://www.gruppoigd.it/en/, in the section Governance -Shareholders' Meetings - Annual General Meeting of 16 April 2026, and on the authorized storage system www.emarketstorage.com, in the manner and times set forth by law.
Pursuant to Article 123-ter of the TUF and Article 84-quater of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999, this Report is divided into two sections.
The first section describes the Company's policy with respect to the remuneration of the members of the Board of Directors, of the Board of Statutory Auditors and of key management personnel for 2026, as well as the procedures used in the adoption and implementation of the policy. This section, pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of TUF, as introduced by Legislative Decree no. 49/2019, is subject to the binding resolution of the Shareholders' Meeting.
In light of the above, the Board of Directors submits the following proposal concerning the first section of this report for your approval:
"The Shareholders' Meeting of Immobiliare Grande Distribuzione Società di Investimento
Immobiliare Quotata S.p.A.,
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