Minutes of the ordinary shreholders' meeting 28 April 2025

On 28 April 2025 at 11.00 a.m. in Imola, at the registered office in Via Lasie 12/a, the Ordinary Shareholders' Meeting of IRCE S.p.A met in first call.

Pursuant to art. 14 of the Articles of Association the Meeting is chaired by the Chairman of the Board of Directors Mr Filippo Casadio.

The Board of Directors, on a proposal from the Chairman, appoints Ms Elena Casadio as Secretary to the Meeting.

The Chairman then informs the shareholders that:

• the notice convening the Shareholders' Meeting was published in the "Il Sole 24 ore" newspaper on 19 March 2025, was sent to Borsa Italiana S.p.A., and was made available on the corporate website https://www.irce.it;

• the file containing the draft Separate Financial Statements and the Consolidated Financial Statements as of 31 December 2024, with the related Report on Operations with the Sustainability Report and the Reports of the Board of Statutory Auditors and of the Independent Auditors have been made available to the public at the registered office and at Borsa Italiana. The aforementioned documents were also published on the corporate website;

• The items on the agenda are the following:

  1. Financial statements as of 31/12/2024 and relative reports of the Board of Directors and Board of Auditors; related and resulting resolutions;

  2. Allocation of the profit of the period 2024;

  3. Presentation of the consolidated Group financial statements as of 31/12/2024;

  4. Appointment of the Board of Directors for the years 2025-2026-2027;

  5. Determination of the annual remuneration for the members of the Board of Directors;

  6. Proposal of authorization to the purchase and hold of own shares, how to purchase and to sale;

  7. Report on remuneration, examination of Section I (i.e. remuneration policy) resolution pursuant to Article 123-ter, paragraph 3 bis, of Legislative Decree 24/02/98 no. 58;

  8. Report on remuneration, examination of Section II (i.e. remuneration paid in the year) resolution pursuant to Article 123-ter, paragraph 6, of Legislative Decree 24/02/98 no. 58.

     On behalf of the Board of Directors the Chairman Mr Filippo Casadio, the Directors Mr Francesco Gandolfi Colleoni, Mr Gianfranco Sepriano, Mr Orfeo Dallago, Ms Francesca Pischedda end Ms Claudia Peri are present at the company's headquarters, Ms Gigliola Di Chiara is absent justified.

     On behalf of the Board of Statutory Auditors Statutory the Chairman Ms Donatella Vitanza and Auditors Mr Fabrizio Zappi are present at the company's headquarters, Mr Giuseppe di Rocco is absent justified.

     It is also present to the company headquarters Ms Stefania Salvini acting as Designated Representative of the Company pursuant to art. 135-undecies of Italian Legislative Decree 58/98 (Consolidated Law on Finance - TUF).

     11 Shareholders entitled to participate in the Shareholders' Meeting, in person or by proxy, are present for a total of 17.859.124 shares, equal to 63,49% of the total 28,128,000 shares which make up the entire share capital.

     The Chairman communicates that, on the basis of CONSOB rules:

• the list of participants in the Shareholders' Meeting, together with the number of shares deposited, will be attached to the minutes of the meeting under letter "A";

• the list of entities who hold, directly or indirectly, over 5% of the subscribed share capital represented by shares with voting rights, in accordance with the entries in the Shareholders' Register supplemented by communications received pursuant to art.120 of the Consolidated Law on Finance (Italian Legislative Decree no. 58 of 24 February 1998), is as follows:

  Shareholder No. of shares Stake held

  Aequafin S.p.A. 14,076,529 50.045%

• As of the current date, the company Aequafin S.p.A. holds indirectly, through its subsidiary IRCE S.p.A., 1.686.569 shares representing 6% of share capital;

• the Board of Directors is not aware of any agreements among shareholders regarding the exercise of rights attaching to the shares or the transfer thereof, as set forth in art. 122 of the Consolidated Law on Finance (TUF);

the Chairman notes that, pursuant to art. 2368 of the Italian Civil Code, this Shareholders' Meeting is validly established and declares the meeting open, moving on to discussing the first item on the agenda.

Preliminary the Chairman informs the shareholders that listed issuers such as Irce S.p.A. must publish the separate financial statements and the consolidated financial statements in accordance with the specifications envisaged by the ESEF Regulation (EU Regulation no. 2019/815 of 17 December 2018) therefore, Shareholders will be asked to specifically approve IRCE S.p.A.'s Separate Financial Statements also in this new XHTML format.

The Chairman proposes, and the Shareholders' Meeting agrees, to omit reading the financial statement tables, the Explanatory Notes, the Sustainability Report (included in the Directors' Report) and the Report of the Board Statutory as they are included in the files that were previously made available to the public in compliance with the terms and procedures set forth by law, and to merely read the Report on Operations and the proposal for the allocation of profit for the year.

The Chairman then proceeds to read out the Report on Operations and with the presentation of the 2024 financial statements and then opens the discussion on the item on the agenda.

The Chairman calls for a vote on:

the Financial Statements for the year ended 31 December 2024, the Explanatory Notes and the Report on Operations.

The Shareholders' Meeting unanimously approves the Financial Statements for the year ended 31 December 2024, the Explanatory Notes and the Report on Operations, in accordance with ESEF Regulation No. 2019/815 of 17 December 2018, in XHTML format, marked up in XBRL. Point 2. Allocation of the profit of the period 2024

The Chairman calls for a vote on the proposal to distribute a gross dividend of € 0.06 for each outstanding share, thus excluding treasury shares in the company's portfolio, to be paid out of the profit of the year, with ex-dividend date on 19 May 2025, record date on 20 May 2025, and payment date on 21 May 2025, and to allocate the remaining net profit after the payment of the dividends to the extraordinary reserve.

The Shareholders' Meeting unanimously approves to distribute a gross dividend of € 0.06 for each outstanding share, thus excluding treasury shares in the company's portfolio, to be paid out of the profit of the year, with ex-dividend date on 20 May 2024, record date on 21 May 2024, and payment date on 22 May 2024, and to allocate the remaining net profit after the payment of the dividends to the extraordinary reserve.

The Group's Consolidated Financial Statements and IRCE S.p.A.'s Separate Financial Statements as of 31 December 2024, with the related Attachments, as well as the Report of the Board of Statutory Auditors and the Reports of the Independent Auditors are attached to these minutes under letter "B".

With the approval of the financial statements as at 31 December 2024, the mandate conferred by the Shareholders' Meeting on the Board of Directors expired and it is therefore necessary to appoint the new Board of Directors for the financial years 2025-2026-2027, more precisely until the approval of the financial statements as at 31 December 2027. The Chairman informs that a single slate has been submitted by the majority shareholder AEQUAFIN S.p.A., accompanied by exhaustive information regarding the personal and professional characteristics of the candidates, the declarations by which the candidates irrevocably accept the office, subject to their appointments, and certify, under their own responsibility and under penalty of exclusion from the slate, the non-existence of causes of ineligibility and incompatibility, as well as the possible possession of the independence requirements.

The aforementioned list was presented within the terms provided for by Article 15 of the Articles of Association and Article 144 -quarter of the Consob Issuers' Regulation. The Chairman reads the list presented by the shareholder AEQUAFIN S.p.A, attached to these minutes under the letter "C".

The Shareholders' Meeting approves by majority the proposal to appoint the following directors for the financial years 2025-2026-2027 and, more precisely, until the approval of the financial statements as at 31 December 2027:

• Dr. FILIPPO CASADIO, born in Imola (BO) on 4 March 1948, C.F CSD FPP 48C04 E289S.

• Eng. FRANCESCO GANDOLFI COLLEONI, born in Imola (BO) on 28 September 1947, C.F GND FNC 47P28 E289K.

• Dr. GIANFRANCO SEPRIANO, born in Civenna (CO) on 8 January 1946, Viale Lazio 6/a, C.F SPR GFR 46A08 C754J.