REPORT ON THE PURCHASE AND DISPOSAL OF OWN SHARES
Dear shareholders,
The Board of Directors of IRCE S.p.A. resolved, on 13th March 2026, 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 2025 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 n. 1.711.600 shares representing 6,09% of the share capital.
Decription | Amount | Possibility of use | Quota avalaible | Distributable |
Share capital | 14.626.560 | |||
Capital's reserves | ||||
Share premium reseve (Note 1) | 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 | 58.275.138 | A,B,C | 58.275.138 | 58.275.138 |
IAS | 5.890.221 | A,B | 5.890.221 | 1.597.853 |
Own shares | - 1.072.726 | - | - 1.072.726 | - 1.072.726 |
Cash flow hedge | - | A,B | - | - |
Other reserves | 585.888 | A,B,C | 585.888 | 585.888 |
Total earing's reserves | 66.603.833 | 66.603.833 | 59.386.153 | |
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 |
Revaluation 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 | 149.642.325 | 149.642.325 | 128.489.302 | |
Profit 2024 | 4.620.629 | |||
Total equity | 168.889.514 | |||
Total reserves available | 149.642.325 | |||
Not-assignable share for non-amortized start-up and exspansion cost | - | |||
Quota not available for legal reserves | 2.925.312 | |||
Quota not available IAS | 4.292.368 | |||
Quota not available fair value land | 13.935.343 | |||
Quota available | 128.489.302 | |||
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 2024 reported the following reserves:
Nota 1
LegendA = share capital increase; B = loss coverage; C = distributable
Nota 1
The share premium reserve can be distributed having the legal reserve already reached 1/5 of the share capital
Decription | Amount | Possibility of use | Quota avalaible | Distributable |
Share capital | 14.626.560 | |||
Capital's reserves | ||||
Share premium reseve (Note 1) | 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 | 61.309.462 | A,B,C | 61.309.462 | 61.309.462 |
IAS | 5.924.167 | A,B | 5.924.167 | |
Own shares | 1.136.040 | - | 1.136.040 | 1.136.040 |
Cash flow hedge | - | A,B | - | - |
Other reserves | 585.888 | A,B,C | 585.888 | 585.888 |
Total earing's reserves | 71.880.869 | 69.608.789 | 60.759.310 | |
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 |
Revaluation 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 | 152.647.281 | 152.647.281 | 129.862.459 | |
Profit 2024 | 9.873.971 | |||
Total equity | 177.147.813 | |||
Total reserves available | 152.647.281 | |||
Not-assignable share for non-amortized start-up and exspansion cost | - | |||
Quota not available for legal reserves | 2.925.312 | |||
Quota not available IAS | 5.924.167 | |||
Quota not available fair value land | 13.935.343 | |||
Quota available | 129.862.459 | |||
For further information we attached also the financial statements as of 31 December 2025 that will be presented at the next Shareholders' Meeting:
Nota 1
LegendA = share capital increase; B = loss coverage; C = distributable
Nota 1
The share premium reserve can be distributed having the legal reserve already reached 1/5 of the share capital
Imola, 13 th March 2026
The Board of Directors
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