RENO DE MEDICI S.P.A.

Registered office at Viale Isonzo 25, Milan - share capital €140,000,000 fully paid up

Milan Companies Register and Tax Identification Number 00883670150

PROCEDURE FOR THE MANAGEMENT, PROCESSING AND COMMUNICATION OF RELEVANT AND INSIDE INFORMATION RELATING TO RENO DE MEDICI S.P.A. AND

ITS SUBSIDIARIES

AND

FOR THE MAINTENANCE AND UPDATING OF THE LIST OF PERSONS THAT HAVE ACCESS TO RELEVANT AND INSIDE INFORMATION.

Approved by the Board of Directors on 4 November 2011 and subsequently supplemented

and amended, most recently on 31 July 2018.

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CONTENTS

Introduction .................................................................................................................................. 3

Definitions .................................................................................................................................... 3

1. Scope of application and dissemination ..................................................................... 7

2. Rules of Conduct for Persons Concerned. General principles ............................... 8

3. External disclosure of company information ............................................................ 10

4. Identification and management of Specific Relevant Information ........................ 11

5. Relevant Information List ............................................................................................ 13

6. Assessment of the inside nature of information ...................................................... 15

7. Publication of Inside Information ............................................................................... 16

8. Delay .............................................................................................................................. 18

9. Insider List..................................................................................................................... 23

10. Obligations of the office responsible for maintaining the Insider List .................. 24

11. Registration on the Insider List .................................................................................. 25

12. Access to the Insider List ........................................................................................... 25

13. Delegation to third parties of the mandate to maintain and update the Insider List ........................................................................................................................................ 26

14. Relations with the Subsidiaries.................................................................................. 26

15. Infringements of the Procedure and sanctions ....................................................... 27

16. Final provisions. Additions and amendments to the Procedure. Entry into force27

ANNEX A ................................................................................................................................... 29

ANNEX B ................................................................................................................................... 30

ANNEX C ................................................................................................................................... 32

ANNEX D ................................................................................................................................... 35

ANNEX E1 ................................................................................................................................. 45

ANNEX E2 ................................................................................................................................. 46

ANNEX F .................................................................................................................................... 47

ANNEX G ................................................................................................................................... 58

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Introduction

This procedure (the “Procedure”) contains provisions relating to the monitoring, internal

management and external disclosure of company documents and information concerning

Reno De Medici S.p.A. (“RDM” or the “Company”) and the companies that it controls, with

particular reference to Relevant and Inside Information (as defined below), as well as

provisions concerning the maintenance and updating of the lists of persons who have access

to Relevant and Inside Information (the “Insider List” and the “Relevant Information List”

or “RIL”).

The Procedure is adopted in accordance with the applicable market abuse regulations and

the guidelines formulated in this regard by the Supervisory Authority and is aimed in

particular at ensuring (i) the utmost privacy and confidentiality in the management of

Relevant and Inside Information and compliance with the principles of transparency and

truthfulness in the external disclosure of such information and (ii) the proper maintenance

and updating of the lists of persons who have access to Relevant and Inside Information.

Section I – Definitions – Scope – Rules of conduct.

Definitions

In this Procedure, the terms and expressions in capital letters have the meaning given below:

Chief Executive

Officer

The chief executive officer of RDM.

Board of Directors The board of directors of RDM.

Employees The employees of RDM and of the Subsidiaries who, due to their

work or their duties, have access, on a regular or occasional

basis, to Relevant or Inside Information relating to RDM or to

companies controlled by RDM.

Competent

Functions

The organisational functions or units involved in various ways,

within RDM or the Subsidiaries, in the monitoring and processing

of Relevant or Inside Information.

The Competent Functions for each Type of Relevant Information

are indicated in Annex A.

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FGIP The Inside Information Management Department (Funzione

Gestione Informazioni Privilegiate - “FGIP”) of RDM, responsible

for managing the process of managing and disclosing Relevant

and Inside Information pursuant to this Procedure and taking

account of the guidelines of the Supervisory Authority and the

Court of Justice of the European Union. The FGIP reports to the

Chief Executive Officer, who makes use of the Legal Department

and the other departments involved in relation to the nature of the

information subject to the management process.

Specific Relevant

Information

Specific information that, in the opinion of RDM, may at a later

time, including imminently, become Inside Information pursuant to

Article 7 of the MAR (defined below) and the guidelines of the

Supervisory Authority and the Court of Justice of the European

Union.

Specific Relevant Information predominantly originates from

activities carried out by RDM or the Subsidiaries. Specific

Relevant Information includes: (i) information received from

outside that is relevant; (ii) information that exists at RDM or the

Subsidiaries that is relevant in combination with public information.

Inside Information Information of a precise nature, which has not been made public,

relating, directly or indirectly, to the Company or to one or more

financial instruments issued by the Company, and which, if it were

made public, would be likely to have a significant effect on the

prices of those financial instruments or on the price of related

derivative financial instruments.

Information shall be deemed to be of a precise nature if:

- it indicates a set of circumstances which exists or which may

reasonably be expected to come into existence, or an event

which has occurred or which may reasonably be expected to

occur,

- where it is specific enough to enable a conclusion to be

drawn as to the possible effect of that set of circumstances or

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event on the prices of the financial instruments or the related

derivative financial instrument.

In the case of a protracted process that is intended to bring about,

or that results in, particular circumstances or a particular event,

those future circumstances or that future event, and also the

intermediate steps of that process which are connected with

bringing about or resulting in those future circumstances or that

future event, may be deemed to be precise information. In

particular, future circumstances or events, or the intermediate

stages of a protracted process that is intended to bring about such

circumstances or events, may be regarded as information of a

precise nature if there are elements - to be assessed according to

the criteria set out in this procedure - due to which the bringing

about of the circumstances and/or the occurrence of the events

may reasonably be expected.

By way of non-limiting example, information relating to an event or

a series of circumstances that constitute an intermediate step in a

protracted process may relate to the state of progress of

contractual negotiations, the contractual conditions provisionally

agreed, the possibility of placing financial instruments, the

conditions under which such instruments are sold, the provisional

conditions for the placement of financial instruments, or the

possibility of a financial instrument being included in a major index

or the cancellation of a financial instrument from such an index.

An intermediate step in a protracted process shall be deemed to

be Inside Information if, by itself, it satisfies the criteria of Inside

Information as referred to herein.

Information which, if it were made public, would be likely to have a

significant effect on the prices of financial instruments, derivative

financial instruments or related spot commodity contracts (price

sensitive information) shall mean information a reasonable

investor would be likely to use as part of the basis of his or her

investment decisions.

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With regard to the Subsidiaries, for the purposes of the Procedure,

all information may be considered Inside Information for the

Company in light of the significance of the activities carried out by

the Subsidiaries.

Insider List The list of persons who have access to Inside Information and

with whom a professional collaboration exists, including on the

basis of an employment contract, or who in any case perform

certain tasks through which they have access to Inside

Information, such as consultants, accountants or ratings agencies.

Guidelines The Guidelines on the Management of Inside Information adopted

by Consob in October 2017.

MAR Regulation (EU) No. 596/2014 of the European Parliament and of

the Council of 16 April 2014 on market abuse.

RIL or Relevant

Information List

The list of persons who have access to Specific Relevant

Information and with whom a professional collaboration exists,

including on the basis of an employment contract, or who in any

case perform certain tasks through which they have access to the

Relevant Information, such as consultants, accountants or ratings

agencies.

Subsidiaries

Italian or foreign entities over which RDM exercises control

pursuant to Article 2359, paragraphs 1 and 2, of the Italian Civil

Code and, where applicable, Article 93 of the Italian Consolidated

Finance Act (TUF).

Financial

Instruments

The “financial instruments” referred to in Article 4, paragraph

1.15 of Directive 2014/65/EU of the European Parliament and

of the Council of 15 May 2014, which may be issued by the

Company and (i) admitted to trading – i.e. for those instruments

for which admission to trading has been requested – on a

regulated market; (ii) traded – i.e. for those instruments for

which admission to trading has been requested – on a

multilateral trading facility (MTF); (iii) traded on an organised

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Consultation

Structure

trading facility (OTF); or (iv) are not covered by points (i), (ii) or

(iii), whose price or value depends on a financial instrument

referred to in the above points, or has an effect on such price or

value, including but not limited to credit default swaps and

differential contracts.

The Competent Functions involved, with advisory roles, in the

process of assessing whether information constitutes Relevant

and/or Inside Information and in decisions on the timing of

publication of Inside Information. They are the Head of the Legal

Department and, with regard to types of Inside Information, the

Head of Strategy, the CFO and Investor Relations.

In the case of information relating to the Subsidiaries, the FGIP

may also invite the CEO (or equivalent entity) to take part in the

Consultation Structure of the Subsidiary that is concerned from

time to time.

Types of Relevant

Information

The types of information indicated in Annex A which – without

prejudice to the fact that the assessment must be carried out on a

case-by-case basis and that other factors may lead to different

conclusions – RDM believes may potentially generate Specific

Relevant Information and, at a later time, including imminently,

become Inside Information.

1. Scope of application and dissemination

1.1 The Procedure shall apply to all those persons who, due to their work or their duties,

have access, on a regular or occasional basis, to Relevant Information and/or Inside

Information relating to the Company and/or the Subsidiaries. The following are required to

comply with the provisions of the Procedure:

(a) members of the administrative and control bodies, as well as Employees of RDM and

the Subsidiaries;

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(b) other persons acting on in the name or on behalf of RDM or the Subsidiaries who

have access to Relevant or Inside Information in carrying out an occupation,

profession or role.

The persons described in points (a) and (b) are hereinafter jointly referred to as the “Persons

Concerned”.

1.2 This Procedure shall also apply as an instruction and procedure to the Subsidiaries,

so that they promptly and without delay provide the Company with all information necessary

for the timely and correct fulfilment of the disclosure obligations imposed on the Company by

the Market Abuse Regulation and other provisions of law and regulations in force from time

to time.

1.3 This Procedure shall be delivered by means that guarantee delivery, on paper or

other durable medium, by the Legal Department to the Persons Concerned, who are required

to declare in writing that they have received and read the Procedure and that they are aware

of their responsibilities and must undertake to scrupulously comply with the provisions

contained therein.

2. Rules of Conduct for Persons Concerned. General principles

2.1 The Persons Concerned by the Procedure are obliged:

a. to maintain the secrecy of the documents and the Relevant and Inside Information and

to use the aforementioned documents and information exclusively in the performance

of their duties and in accordance with applicable legislation;

b. not to disclose such information to other Persons Concerned and/or to third parties in

general, except in the normal course of their work, profession or role, and in any case

on the basis of the so-called need to know principle; in the case of disclosure of

Specific Relevant Information or Inside Information that does not conform to the

provisions of point a) above – and in particular in the event of the disclosure of

Specific Relevant Information or Inside Information to third parties that are not subject

to a legal obligation of confidentiality, or that have not previously entered into

confidentiality obligations – the FGIP must be immediately informed, and will make

arrangements for the disclosure to the public of the above information without delay, in

accordance with the provisions of law and with Article 7 of this Procedure;

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c. to process such information only within the authorised channels, taking all necessary

care to ensure that its circulation within the company can take place without prejudice

to the confidential or inside nature of the information.

d. to promptly inform the Competent Functions – in relation to the information pertaining

to them – of any act, event or omission that could constitute a violation of this

Procedure.

2.2 The Persons Concerned shall be personally responsible for keeping documentation

relating to the Relevant or Inside Information to which they have access and for

maintaining its confidentiality. Specifically, the following provisions apply:

2.2.1 Paper documents, such as letters, packages and files containing Specific

Relevant Information or Inside Information must be stored in appropriate

folders or binders bearing the words “confidential documents” (or equivalent wording)

on the first page.

2.2.2 IT support documents (files, email) must have, at least,

the words “confidential document” (or equivalent wording) in the page header and

must be stored in specific electronic folders, named with the case identification code,

to which only authorised persons are granted access.

2.2.3 All media containing Specific Relevant Information or Inside Information (paper

documents, documents on electronic media, etc.) must be kept in a place that is

closed or capable of being closed (cabinet locked with a key, safe, other), in the care

and under the responsibility of the person in possession thereof, in order to allow

access to documents exclusively to authorised persons;

2.2.4. If confidential documentation is accidentally lost or stolen, the Chief

Executive Officer or the Reference Manager must be informed immediately,

specifying the conditions and circumstances of the loss or theft, so that the

appropriate measures can be assessed.

2.3 Subject to the provisions of Articles 184 et seq. of the TUF, as well as Articles 14 and

15 of Regulation 596/2014, the Persons Concerned are also prohibited from:

(a) purchasing, selling or otherwise carrying out transactions on Financial Instruments

(including cancellations or changes of orders when the order was placed before the person in

question enters into possession of the Inside Information), on their own behalf or on behalf of

third parties, directly or indirectly, using Inside Information;

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(b) recommending or inducing others, on the basis of Inside Information, to carry out any of

the transactions in (a);

(c) disclosing Inside Information to third parties outside the normal course of their work,

profession, function or office; in particular, it is strictly prohibited for Persons Concerned to

issue press interviews or general statements containing Inside Information concerning the

Company and the Subsidiaries that has not yet been disclosed to the market in accordance

with this Procedure.

The disclosure to third parties of the recommendations or inducements referred to in letter (b)

is understood as unlawful disclosure of Inside Information if the person who makes the

recommendation or inducement knows or should know that these are based on Inside

Information.

The above prohibitions shall also apply to all Relevant Information of which Persons

Concerned become aware, in accordance with the above provisions.

3. External disclosure of company information

3.1 Any relationship between the directors and employees of RDM and the Subsidiaries

with the media, professional investors and financial analysts, for the purposes of

disseminating company documents and information, must take place through the

Investor Relator and be approved by the FGIP.

3.2 The disclosure of documents and information pursuant to Article [3.1] of the

Procedure shall be, in any case, carried out in a complete, timely and appropriate

manner, avoiding asymmetry of information among investors or the occurrence of

situations that could in any case alter the performance of prices.

3.3 If the documents and information contain references to specific data (economic,

capital, financial, operational, investment, use of personnel, etc.), the data must be

validated in advance by the appropriate company departments.

3.4 In order to ensure the coordination and uniformity of guidelines in the interest of the

Company, any relationship between directors and statutory auditors with the media,

professional investors and financial analysts involving corporate information

concerning RDM and/or the Subsidiaries may only take place by agreement with the

FGIP and in coordination with the Investor Relator.

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3.5 If the Company organises or participates in meetings with financial analysts or market

operators:

(i) the Investor Relations Office shall notify Consob and the market management

company in advance of the date, place and main topics of the meeting and

shall forward to the same the documentation made available to participants at

the meeting, no later than the time when the meeting takes place;

(ii) the Company shall also open up the meeting to members of the financial

press, or, where this is not possible, publish a press release explaining the

main topics covered.

Section II – Provisions concerning Relevant Information

4. Identification and management of Specific Relevant Information

4.1 Annex A lists the Types of Information identified by the Company that may potentially

generate Specific Relevant Information – and at a later time, including imminently,

Inside Information – and the Competent Functions that normally have access to each

Type of Relevant Information identified.

The FGIP, with the support of the Competent Functions, shall ensure that this list is

continually updated.

Financial reports for the period not yet approved by the Board of Directors do not in

themselves constitute Inside Information.

However, if such reports include Inside Information (for example, a “significant

deviation” – i.e. an “earnings surprise” (positive) or a “profits warning” (negative) – in

the actual performance of operations compared with market expectations, where such

expectations are based on signals previously sent by the Company to the market),

these shall be made public pursuant to Article 7 of this Procedure before the meeting

scheduled in the company calendar.

However, this is without prejudice to the obligation to disclose to the public (under the

terms and conditions established in Article 7 of this Procedure) the resolutions by

which the competent body of the Company approves:

• the draft financial statements;

• the proposal to distribute dividends;

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• the consolidated financial statements;

• the condensed half-year financial statements;

• any additional periodic financial information.

The approval of provisional data and quantitative objectives relating to the

performance of operations does not in itself constitute Inside Information. The

obligation to publish pursuant to Article 7 of this Procedure applies only to the

extent that the outlook for growth and the forecasts for operational developments

are classified as Inside Information, as in the case of “significant deviation” from

market expectations, if such expectations are based on signals previously sent by

the Company to the market.

4.2 With respect to Types of Relevant Information that refer to protracted processes that

normally take place in several stages, the FGIP, with the support of the Competent

Functions, can identify, for each stage, the Competent Functions that normally have

access to such information.

4.3 The Competent Functions constantly monitor the stage of development of the

information attributable to the Types of Relevant Information.

If information can be classed as Specific Relevant Information, taking into account the

criteria set out in Annex B, the Competent Functions shall:

(i) promptly notify the FGIP and the Consultation Structure for the purposes of

the assessments referred to in Article 4.4 below, indicating in writing the

reasons why they believe that the information constitutes Specific Relevant

Information. The FGIP is required to maintain evidence of such notification;

(ii) apply, with respect to information that may be classed as Specific Relevant

Information, the principles of conduct referred to in paragraph 2.1 a) b) c) of

the Procedure.

4.4 Following the notification referred to in Article 4.3 above, the FGIP, with the support of

the Consultation Structure, shall promptly make its own assessment of the

information as Specific Relevant Information, taking into account the reasons

indicated by the Competent Functions and the criteria set out in Annex [B].

4.5 Once the classification of the information as Specific Relevant Information has been

verified, the FGIP shall ensure that:

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(i) evidence of this assessment – and particularly the date and time thereof – is

maintained on a technical instrument that guarantees the accessibility,

legibility and sustainable storage of the information;

(ii) persons who have access to the Specific Relevant Information are entered on

the RIL, as specified in Article [5] below.

The technical instrument for recording the information referred to in this paragraph 4.5

is identified in the Relevant Information List referred to in Article 5 of this Procedure.

4.6 The FGIP, with the support of the Competent Functions, shall monitor the Specific

Relevant Information and its stage of development and ensure that it circulates within

the Company only on a strictly confidential basis and exclusively with regard to the

Company's representatives, employees and consultants whose involvement is

necessary (the so-called need to know principle). The FGIP shall ensures that such

persons are adequately informed about the existence of the Procedure and the

obligations arising from the possession of Relevant Information pursuant to the

Procedure.

4.7 If, on the basis of the stage of development of specific Relevant Information, it is

reasonable to believe that it may soon become Inside Information, the Competent

Functions shall inform the FGIP which, prior to its decision regarding the inside nature

of the information referred to in Article 6, shall assess whether the conditions are in

place for a possible delay of its disclosure to the public pursuant to Article 8 below

and Article 17(4) of the MAR.

5. Relevant Information List

5.1 In order to monitor the circulation of information that has been identified and verified

as Specific Relevant Information in accordance with Article 4 above, the Company

shall establish and update a Relevant Information List (“RIL”). The RIL shall be

established by the Company in electronic form, ensuring at all times the confidentiality

and accuracy of the information contained therein.

5.2 A new section of the RIL shall be added whenever new Specific Relevant Information

is identified and shall contain only the data of persons with access to the Relevant

Information referred to in that particular section.

5.3 The RIL shall contain at least the following information:

a) the identity of all persons with access to Relevant Information;

b) the reason why these persons are registered on the RIL;

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c) the date of preparation of the RIL; and

d) the email address of the persons registered on the RIL.

5.4 The Legal Department is responsible for maintaining the RIL, and in particular:

a) registers persons in possession of Relevant Information promptly on the RIL;

b) updates the RIL in a timely manner, indicating the date of the relative update,

if:

● there is a change in the reason for inclusion in the RIL of a person

already registered;

● there is a new person who has access to Relevant Information and

who must therefore be registered on the RIL;

● a person registered on the RIL no longer has access to Relevant

Information.

c) promptly inform persons with access to Relevant Information of their inclusion

on the RIL by means of a specific communication prepared in accordance with

the model appended to the Procedure (sub Annex [C]) to be sent by email or

by post.

d) to inform persons registered on the RIL, by the same methods as in letter c)

above, of subsequent updates/deletions with a specific communication

prepared in accordance with the model appended to the procedure (sub

Annex [D]).

5.5 The Legal Department shall carry out registrations on the RIL and the relevant

updates by agreement with the FGIP. The RIL shall include persons within the

Competent Functions who have access to Relevant Specific Information taking into

account the provisions of Annex [A]. At each stage, the Competent Functions shall

inform FGIP and the Head of the Legal Department of any persons not shown on the

list referred to in Annex [A] who have access to Specific Relevant Information,

including as informed by the persons to be registered themselves.

The RIL shall therefore show all persons who have had access to the Specific

Relevant Information in the period between the time at which the information was

classified as relevant in accordance with the Procedure and the time at which the

information ceased to be classified as such following its subsequent classification as

Inside Information or if the requirements for its classification as Inside Information are

not met.

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5.6 In all cases, the Legal Department may use the support of the Competent Functions

to obtain the information necessary for registrations or updates.

5.7 The data contained in the RIL shall be acquired and processed in accordance with

applicable legislation on the protection of personal data and kept for five years from

the occurrence of the circumstances that led to the registration or update.

5.8 The FGIP is responsible for the correct maintenance and timely updating of the RIL

pursuant to applicable legal provisions and the Procedure.

5.9 With reference to the RIL, Articles 12 and 13 of the Procedure shall apply, mutatis

mutandis.

Section III – Provisions concerning Inside Information

6. Assessment of the inside nature of information

6.1 The FGIP and the Competent Functions shall monitor the stage of development of the

Specific Relevant Information that could reasonably become Inside Information in the

short term and undertake the activities provided for the possible disclosure to the

public of the Inside Information or for the delay procedure. In any event, persons who,

within RDM and the Subsidiaries, believe that they possess information that may be

Inside Information, shall inform the company structures indicated above in a timely

manner.

6.2 The assessment of whether information is Inside Information is carried out by the

FGIP, with the support of the Consultation Structure, taking into account the criteria

referred to in Annex [B], it being understood that the assessment is carried out on a

case-by-case basis and that other factors may result in different conclusions.

If it deems it appropriate or necessary, the FGIP may pass this assessment over to

the Control and Risks Committee.

When Specific Relevant Information is identified as Inside Information, the FGIP, with

the support of the Legal Department, formalises this decision and records, on a

technical instrument that guarantees the accessibility, legibility and sustainable

storage of the information: (i) the date and time at which the information became

Inside Information; (ii) the date and time at which the Company decided on the

matter; and (iii) the identity of the persons who took the decision or participated in

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forming the decision. The technical instrument for recording the information pursuant

to i) and ii) in this paragraph 6.2 is identified as the Insider List referred to in Article 9

of this Procedure.

6.3 Once it has been verified that the information is Inside Information, the FGIP, with the

support of the Consultation Structure, shall decide on its timely disclosure to the

public pursuant to Article [7] of the Procedure, approving the relevant press release, if

this is not a transaction to be referred to the Board, or, alternatively, on the activation

of the delay procedure pursuant to Article [8] of the Procedure.

7. Publication of Inside Information

7.1 The Company shall disclose to the public, on a timely basis, Inside Information that

directly concerns the Company in a manner that enables rapid, free, non-

discriminatory and simultaneous access throughout the European Union, as well as a

complete, correct and timely assessment of such information by the public.

The Company shall avoid combining the disclosure of Inside Information with the

marketing of its activities.

The Company shall disclose Inside Information to the public through the

dissemination of a press release in the SDRI (system for the dissemination of

regulated information) electronic circuit, in order to allow rapid access and a

complete, correct and timely assessment of the information by the public.

The press release shall observe the provisions adopted by the market management

company and, more generally, laid down in the applicable regulations on minimum

content and methods of representing the information disclosed according to the

individual case,

The press release shall be prepared by the Legal Department in agreement with

Investor Relations and with the possible support of the Competent Functions,

according to the content and type of the press release. The press release shall be

approved by the FGIP.

The information to be made public by the Company is only information that concerns

RDM “directly” and is therefore not also information that “indirectly” concerns the

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Company.1. The Company shall notify the public of information concerning its

Subsidiaries if such information constitutes Inside Information for RDM itself.

The disclosure must take place as soon as possible in relation to the classification of

the information as Inside Information (i.e. within the period necessary to prepare and

approve the press release and for the subsequent transmission to the SDIR). The

Company shall, in good time, inform Consob and the market management company

of the possibility that RDM will publish Inside Information during the Financial

Instruments trading phase.

7.3 In the event that the press release contains information of an accounting nature,

including interim information, before the press release is approved pursuant to Article

[7.4], the text is sent for verification and approval to the Financial Reporting Officer

pursuant to Article 154-bis of Legislative Decree 58/1998.

7.4 The final text of the press release shall then be sent to the FGIP by the Corporate

Governance Office for approval. The FGIP shall approve the press release and order

its publication.

7.5 The press release shall then be published by the Legal Department, according to the

methods set out in the applicable legislation. If the Company intends to issue a press

release containing Inside Information of particular importance during the time of

trading of the Financial Instruments, the Legal Department shall inform Consob and

the market management company in advance.

7.6 Once issued, the press release shall be published by the Legal Department in a

section of the Company’s website that can be easily identified, to which access is free

1 Information that indirectly concerns the Company is information that, while it influences the prices of financial instruments

issued, originates from parties outside the Company - for example: (i) data and statistics disseminated by public institutions; (ii) upcoming publication of reports of ratings agencies; (iii) upcoming publication of research by financial analysts; (iv) investment recommendations and suggestions on the value of financial instruments; (v) decisions of the central bank on interest rates; (vi) government decisions on taxation, sector regulation, debt management, etc.; (vii) (vii) decisions of public authorities and local government; (viii) decisions concerning changes to the rules on the definition of market indices and, in particular, their composition; (ix) decisions on the microstructure of trading venues (for example, changes in the market segment in which the

issuer’s shares are traded or changes in trading methods or a change in market maker or trading conditions); (x) decisions of supervisory or antitrust authorities.

Following the publication of information that indirectly concerns the Company, the Inside Information management function

shall verify whether, as a result of this publication, Relevant Information previously not regarded as Inside Information has

now become Inside Information.

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of charge and without discrimination. The above section shall clearly indicate the date

and time of publication of the individual press releases, which shall be presented in

chronological order.

7.7 The Company shall keep on its website, for a period of at least five years, all the

Inside Information that it is required to disclose to the public.

8. Delay

8.1 Conditions for Delay, related assessments and monitoring

8.1.1 Notwithstanding Article [7] of the Procedure, the Company may delay, under its own

responsibility, the disclosure to the public of Inside Information, provided that all the

following conditions (the “Conditions for Delay”) are met.

A. Immediate disclosure would probably prejudice the legitimate interests of the

Company.

By way of example, immediate communication could prejudice legitimate

interests when:

(i) the Company is conducting negotiations whose outcome would

probably be compromised by immediate public disclosure;

(ii) the financial sustainability of the Company is in serious and imminent

danger, even if the conditions for a bankruptcy procedure are not

integrated, and immediate disclosure to the public of Inside Information

would seriously prejudice the interests of existing and potential

shareholders, compromising the conclusion of negotiations undertaken

to ensure the financial recovery of the Company;

(iii) where applicable, Inside Information relates to decisions taken or

agreements entered into by the management body requiring the

approval of another corporate body other than the shareholders'

meeting in order to enter into force, provided that (1) the immediate

public disclosure of such information prior to a final decision to that

effect could compromise the correct assessment of the information by

the public and (2) the Company has provided that the final decision is

taken as soon as possible;

19

(iii) the Company is planning to purchase or sell significant equity interests

in another entity and the disclosure of such information could

jeopardise the implementation of this plan;

(iv) a transaction previously announced is subject to the approval of a

public authority and this approval is subject to the fulfilment of

additional requirements, where immediate public disclosure of such

requirements may affect the Company’s ability to meet them and

therefore undermine the ultimate success of the agreement or

transaction.

B. A delay in disclosure would probably not have the effect of misleading the

public.

By way of example, a delay in disclosing Inside Information might mislead the

public in the event that the Inside Information of which the Company intends to

delay disclosure:

(i) is substantially different from the Company's previous public

statements on the subject to which the Inside Information relates;

(ii) relates to the fact that the financial objectives of the Company will

probably not be achieved, where such objectives have previously been

publicly announced; or

(iii) is contrary to market expectations, where such expectations are based

on signals previously sent by the Company to the market, such as

interviews, promotional campaigns or any other type of communication

organised by or with the consent of the Company.

C. The Company is capable of guaranteeing the confidentiality of the information.

8.1.2 In the case of a protracted process which takes place in stages and is intended to

achieve or involves a particular circumstance or a particular event, the Company may,

under its own responsibility, delay disclosure to the public of Insider Information

relating to the said process, provided that the Conditions for Delay exist and continue

to exist.

8.1.3 The FGIP shall be responsible for activating the delay, and shall also determine the

start of the period of delay and, where possible, its probable end.

20

Assessments of the existence of the Conditions for the Delay shall be carried out with

support of the Consultation Structure.

8.1.4 In the event that the Company and/or a person acting in its name or on its behalf

communicates Inside Information to third parties, in the normal course of an

employment, profession or function, the Company is obliged to give full and effective

disclosure to the public of such information, unless the person receiving the Inside

Information is bound by a duty of confidentiality, irrespective of whether this obligation

is legislative, regulatory, stipulated in the bylaws or contractual in nature. This

notification obligation shall be fulfilled (i) simultaneously with the disclosure of Inside

Information to third parties, in the event of intentional communication, and (ii) in a

timely manner, in the event of unintentional communication. For the purposes of the

foregoing, any person who realises that he or she has communicated Inside

Information to a person who is not subject to a confidentiality obligation shall inform

the FGIP and the Corporate Governance Office without delay.

8.1.5 If the disclosure of Inside Information is delayed in accordance with Article [8] of the

Procedure and the confidentiality of the Inside Information is no longer guaranteed,

the Company shall disclose such Inside Information to the market as soon as possible

pursuant to Article [7] of the Procedure. Confidentiality shall also be deemed to have

ceased to exist if a rumour refers explicitly to Inside Information whose disclosure has

been delayed, when this rumour is sufficiently accurate to indicate that the

confidentiality of such information is no longer guaranteed.

8.1.6 Once a decision has been taken to delay disclosure to the public of Inside

Information, the FGIP and the Legal Department shall, with the support of the

Competent Functions:

a) strive to ensure the strictest confidentiality in the processing of the said

information and ensure the necessary and timely registration on the Insider

List, as well as the requirements set out in Article [8.2] of the Procedure;

b) constantly monitor the continuation of the Conditions for Delay;

c) prepare a draft press release on the Inside Information whose disclosure to

the public has been delayed in order to ensure timely publication of the

information in the event that, during the period of delay, the conditions

legitimising it cease to exist.

8.2 Obligations in the event of delay

21

8.2.1 If, pursuant to Article [8.1] of the Procedure, it has been decided to delay the

disclosure of Inside Information, the Legal Department shall keep the following

information on a sustainable storage medium:

(i) the date and time:

• when the Inside Information first existed at the Company; and

• the date and time of the decision to delay the disclosure of the Inside

Information;

(ii) an estimate of the date and time of the probable disclosure of Inside

Information by the Company;

(iii) the identity of the persons responsible for:

• the decision to delay the disclosure of the Inside Information and the

identification of the start and probable end of the period of delay;

• the continuous monitoring of the Conditions for Delay;

• the decision to disclose the Inside Information to the public at the end of

the delay or during the delay; and

• the disclosure to Consob of the information required on the delay and

explanation in writing;

(iv) proof of the initial fulfilment of the Conditions for Delay and any change

in this regard during the period of delay, including:

• an indication of the legitimate interest and the reasons for which the delay

was deemed not misleading for the market;

• protective barriers for Inside Information erected both internally and

externally to prevent access to Inside Information by other persons other

than those who, at the Company, must have access to it in the normal

course of their professional activity or function; and

• the methods established for the immediate disclosure of the Inside

Information that is delayed as soon as its confidentiality is no longer

guaranteed.

8.3 Notification of delay

22

8.3.1 When disclosure of Inside Information has been delayed pursuant to Article [8.1] of

the Procedure, the Company shall notify Consob of the delay immediately after the

information has been disclosed to the public, providing in writing an explanation of the

manner in which the Conditions for Delay have been met.

8.3.2 The notification shall be sent to Consob by the Legal Department by certified email to:

consob@pec.consob.it, specifying the “Markets Division” as the recipient and

indicating that the notification regards “MAR Delayed Disclosure” at the top of the

email.

8.3.3 The following information must be provided in the notification:

a) the full company name of the Company;

b) the identity of the notifier (first name, surname and position with the Company of

the person making the notification);

c) the contact details of the notifier (email address and work telephone number);

d) the identification of the Inside Information affected by the delay: the title of the

disclosing press release, the reference number (if assigned by the distribution

system) and the date and time of disclosure to the public;

e) the date and time of the decision to delay the disclosure of the Inside

Information;

f) the identities of all persons responsible for the decision to delay the disclosure

of the Inside Information to the public.

g) the reasons that led the Company to delay the dissemination of the Information.

8.3.4 In the event that, pursuant to applicable legislation, a written explanation of the delay

must be provided to Consob only upon the latter’s request, the Company shall act in

compliance with the requests of Consob, possibly in derogation from the above.

23

9. Insider List

9.1 The Insider List shall be established by the Company in electronic format, ensuring at

all times:

a) the confidentiality of the information contained therein, ensuring that access to

the Insider List is restricted to clearly identified persons who have access to it

due to the nature of their function or position at the Company, or to another

person acting for or on behalf of the Company;

b) the accuracy of the information contained in the Insider List;

c) access and retrieval of previous versions of the Insider List.

9.2 The Insider List shall be divided into separate sections, one for each item of Inside

Information, drawn up according to the model sub Annex [E1] (the “Occasional

Sections”). A new Occasional Section of the Insider List shall be added whenever a

new item of Inside Information is identified. Each Occasional Section of the Insider

List shall contain only the data of persons with access to the Inside Information

referred to in that particular section.

9.3 In addition to the above, the Company shall also draw up an additional section of the

Insider List which lists the data of persons who, due to their function or position,

potentially have permanent, effective access to all Inside Information, drawn up

according to the model sub Appendix [E2] (the “Permanent Section”). The data of

persons registered in the Permanent Section is not disclosed in the Occasional

Sections.

The following persons are usually included in the Permanent Section:

(i) the Chief Executive Officer;

(ii) the CFO;

(iii) the Head of the Legal Department;

(iv) the Head of Strategy;

(v) the secretaries and staff supporting the persons referred to in points (i), (ii),

(iii) and (iv) above that may be identified by these parties, who always have

access to all Inside Information;

(vi) any other persons who always have access to all Inside Information, identified

by the FGIP or indicated by the persons referred to in points (i) to (iv) above.

9.4 The Insider List shall contain at least the following information:

a) the identity of all persons with access to Inside Information;

24

b) the reason why these persons are registered on the Insider List;

c) the date and time at which these persons gained access to Inside Information;

and

d) the date of preparation of the Insider List.

Without prejudice to the above, the contents of the Insider List must conform to the

models appended to the Procedure for each Occasional Section (sub Annex [E1])

and for the Permanent Section (sub Annex [E2]).

10. Obligations of the office responsible for maintaining the Insider List

10.1 The Legal Department is responsible for maintaining the Insider List, and in particular:

a) registers persons in possession of Inside Information promptly on the Insider

List;

b) updates the Insider List in a timely manner, indicating the date of the relative

update, if:

● there is a change in the reason for inclusion in the Insider List of a

person already registered;

● there is a new person who has access to Inside Information and who

must therefore be registered on the Insider List;

● a person registered on the Insider List no longer has access to Inside

Information.

In addition, each update of the Insider List must indicate the date and time at

which the change which necessitated the update took place.

c) promptly informs persons with access to Inside Information of their registration

on the Insider List by means of a specific communication prepared in

accordance with the model appended to the Procedure (sub Annex [F]) to be

sent by email or by post, ensuring that they confirm in writing that they have

read the information and have taken note of the legal and regulatory

obligations arising from their registration on the Insider List and possession of

Inside Information, particularly with regard to the sanctions applicable in the

event of the abuse of Inside Information and the unlawful disclosure thereof;

d) inform the persons registered on the Insider List, by the same methods as in

letter c) above, of subsequent updates/deletions with a specific

25

communication prepared in accordance with the model appended to the

Procedure (sub Annex [G]);

e) keep for a period of not less than five years all communications made for the

purposes of registration on the Insider List;

f) if requested by Consob, transmit the Insider List to the latter as soon as

possible, by the methods indicated by Consob, informing the FGIP in advance.

11. Registration on the Insider List

11.1 The Legal Department shall carry out registrations in the Permanent Section and the

relevant updates:

• autonomously, for the persons referred to in Articles [9.3 from (i) to (iv)];

• at the written request of the persons referred to in Articles [9.3 from (i) to (iv)] for

the persons referred to in Article [9.3(v)];

• at the request of the FGIP for the persons referred to in Article [9.3(iv)].

11.2 The Legal Department will carry out registrations in the Occasional Sections and

update them in agreement and accordance with the instructions of the FGIP.

Initially, the Department will register the persons registered on the RIL in the

Occasional Section, if they continue to have access to Inside Information. Persons

who have access to Inside Information shall subsequently be registered on the Insider

List, again under the responsibility of the Legal Department, including as instructed by

the Competent Functions or the persons to be registered themselves.

11.3 In all cases, the Legal Department may use the support of the Competent Functions

to obtain the information necessary for registrations or updates.

11.4 The data contained in the Insider List shall be acquired and processed in accordance

with applicable legislation on the protection of personal data and kept for five years

from the occurrence of the circumstances that led to the registration or update.

11.5 The FGIP is responsible for the proper maintenance and timely updating of the RIL

pursuant to applicable legal provisions and the Procedure.

12. Access to the Insider List

12.1 Without prejudice to the powers of the competent authorities, in order to monitor the

correct application of the Procedure, in addition to the Legal Department, the FGIP

and/or the persons delegated thereby are authorised to access the Insider List.

26

13. Delegation to third parties of the mandate to maintain and update the Insider

List

13.1 The Company may delegate to third parties the task of drafting and updating the

Insider List. In this case, the Company shall remain fully responsible for compliance

with the obligations established in Article 18 of Regulation (EU) No. 596/2014 and

shall always retain the right of access to the Insider List through the Corporate Bodies

Office, the FGIP and/or the entities delegated thereby.

13.2 If the Company has delegated the task of drafting and updating the Insider List to

third parties, they will apply in any case, mutatis mutandis, Articles [9] to [12] of the

Procedure and the Company will take all necessary precautions to ensure that the

mandated third party also complies with the obligations set out therein.

Section IV – Relations with Subsidiaries

14. Relations with the Subsidiaries

14.1 The Subsidiaries shall ensure that the contents of the Procedure are implemented

and that they are fully complied with.

14.2 Without prejudice to the provisions of Article [14.1] of the Procedure, the Company

may give the Subsidiaries the necessary instructions to enable them to promptly

provide all the information necessary to fulfil the disclosure obligations established by

applicable legislation and, more generally, to implement the provisions of the

Procedure.

14.3 Subsidiaries are required to inform the FGIP of RDM of the occurrence of a set of

circumstances or an event that constitutes or could constitute Specific Relevant

Information or Inside Information as defined in Articles 4 and 5 of this Procedure.

14.4 The Management Body of the Subsidiaries, or the person delegated by them, shall be

responsible for the correct identification and internal management of the Specific

Relevant Information or Inside Information, in accordance with this Procedure.

14.5 Subsidiaries must promptly notify the FGIP of RDM of persons who will have access

to the aforementioned Relevant or Inside Information, so that they can be immediately

registered on the Relevant Information List or the Insider List, in accordance with the

provisions of Articles 5 and 11 of this Procedure.

27

14.6 The disclosure of Relevant Information or Inside Information to persons outside the

Subsidiary must take place in accordance with Article 2 of this Procedure.

Section VI – Sanctions and final provisions

15. Infringements of the Procedure and sanctions

15.1 Without prejudice to any sanctions imposed by the competent authorities pursuant to

applicable legislation, in the event of an infringement of the provisions of the

Procedure by Persons Concerned, RDM and the Subsidiaries may adopt the

measures provided for in the contractual employment legislation (where employees

are concerned), as well as in the applicable legislation, in respect of the persons

responsible.

15.2 In the event that, due to a failure on the part of Persons Concerned to comply with the

provisions of the Procedure, the Company is accused of infringing the regulatory

provisions on market abuse or other applicable legislation or where sanctions may be

imposed, RDM reserves the right to take action against the persons responsible in

order to be held harmless and immune to the maximum extent permitted, or to obtain

reimbursement of any expenses and/or charges incurred and/or compensation for

any damage suffered.

16. Final provisions. Additions and amendments to the Procedure. Entry into force

16.1 The FGIP may issue specific directives to the Competent Functions in order to ensure

the correct implementation of the Procedure.

16.2 The FGIP periodically assesses the adequacy of the Procedure and is entitled to

make amendments to the Procedure that are necessary due to changes in the

relevant regulatory and/or company provisions, as well as in the organisational

structure of RDM and the Subsidiaries.

16.3 For anything not expressly established in the Procedure, the provisions applicable to

the Company as an issuer of financial instruments listed on regulated markets and the

relevant interpretation guidelines of the Supervisory Authority shall apply.

16.4 Any amendments and/or additions to this Procedure and annexes shall be made by

the Chief Executive Officer, subject to the favourable opinion also of the Supervisory

Body and the Control and Risk Committee, and reported to the Board of Directors.

28

16.5 This Procedure shall be effective as of its approval.

Type of Relevant InformationCEO

Cha

irman

and

Boa

rd M

embe

rs

Board

of S

tatu

tory

Aud

itors

Super

viso

ry B

ody

Con

trol a

nd R

isks

Com

mittee

Rem

uner

ation

Com

mittee

Appoint

men

ts C

omm

ittee

CFO

-Finan

cial R

epor

ting

Man

ager

Office

r

Hea

d of

Stra

tegy

Inve

stor

Relat

or

Hea

d of

the

Lega

l Dep

artm

ent

HR D

irector

Energ

y Dire

ctor

Hea

d of

Sales

CPO D

irector

Hea

d of

FP &

O

Hea

d of

IBP

Hea

d of

S &

OP

Mill's Dire

ctor

Hea

d of

Rep

ortin

g &

Con

solid

ated

Sta

tem

ents

Hea

d of

Finan

ce &

Tre

asur

y

Hea

d of

Adm

inistra

tion

and

Accou

nting

Inde

pend

ent a

udito

rs

Hea

d of

Inte

rnal A

udit

Cha

irman

/Dire

ctor

of S

ubsidiar

ies

Proprietary assets x x x x x x x x x x

Composition of Managementx x x x x x x x x

Management incentive plansx x x x x x x x x x x

Audit activities on the

separate financial

statements and consolidated

financial statementsx x x x x x x x x x

Capital transactions (capital

increase or reduction)x x x x x x x x

Accounting data for the

period and changes in the

expected accounting results

for the period x x x x x x x x x x x x x x x

Impairment testing during

the preparation of the

accounting information x x x x x x x x x x x x

Provisional data and

quantitative objectives

concerning management

performance contained in

the Company's strategic

business plans x x x x x x x x x x x x x x x x x

Issues of financial

instruments – underwriting

of derivative instrumentsx x x x x x x x x x x x

Acquisitions, mergers,

demergers x x x x x x x x x x x x x x x

Restructurings and

corporate reorganisations x x x x x x x x x x

Transactions on financial

instruments, buybacks x x x x x x x x x x x x

Insolvency proceedings x x x x x x x x x x x

Significant legal disputes of

the Company and/or the

Subsidiaries x x x x x x x x x x x x x x

Revocation of bank/loan

facilities x x x x x x x x x x x x x x x

Write-downs/revaluations of

assets or instruments in

portfolio x x x x x x x x x x

Patents, licenses, rights x x x x x x x x x x x x

Insolvency of major debtors

of the Company and/or the

Subsidiaries x x x x x x x x x x x x

Purchase or sale of assetsx x x x x x x x x x x x x x x

Receipt or cancellation of

important orders x x x x x x x x x x

Entry into new (or exit from)

markets x x x x x x x x x x x x x

Changes in investment

plans x x x x x x x x x x x x x x

Dividend distribution policy x x x x x x x x x x x x

30

ANNEX B

Criteria for assessing whether information is Relevant or Inside Information

The following criteria provide a broad indication of the possible classification of information as relevant and, at a later time, including imminently, as Inside Information, without prejudice to the fact that (i) the assessment must be carried out on a case-by-case basis and that (ii) other factors may lead to different conclusions.

a) Size of the transaction underlying the information. The larger the

transaction is in relation to the size of the company, for example, in terms

of turnover, activity, capitalisation, level of debt or profitability, the more

likely it is that the information is relevant/inside in nature.

b) Impact on core business. The more information a piece of data provides

about the current and prospective performance of the Company's core

business, i.e. is a leading indicator of management performance, the more

likely it is to be relevant/inside in nature.

c) Stage of development of the transaction underlying the information. The

more advanced a project is, the more likely it is to be relevant/inside in

nature.

d) Importance of the information for the sector. The more likely a transaction

is to alter the equilibrium of a sector, the more likely it is to be

relevant/inside in nature.

e) Impact on the expectations of investors and financial analysts. The more

company strategies and accounting results for the period differ from

operators’ forecasts, especially if the latter are supported by previous

indications provided by the Company, the more likely it is that the

information is relevant/inside in nature.

f) Insertion of the information into the economic climate. The more the

information differs from the context underlying the economic situation in the

issuer’s sector of reference, the more likely it is that the information is

relevant/inside in nature.

g) Positioning of the information in the institutional context of the time. Recent

political and economic events in a foreign country in which the issuer has

significant activities may be important for the purposes of assessing the

relevant/inside nature of the data relating to such activities.

h) De facto situations. Particularly in the context of so-called protracted

processes, the implementation of intermediate steps makes information on

the broader process more likely to be Relevant/Inside Information. An

example of this would be an understanding (still informal) relating to a Non-

Disclosure Agreement with one of the main competitors in the sector.

31

i) Involvement of several organisational units. The more units are specifically

involved in a given major transaction, the more likely it is that the

information will be relevant/inside in nature.

j) Top-down processes. The more a project is the result of directions from top

management, rather than proposals from the operational offices (bottom-up

processes), the more likely it is that the project is relevant/inside in nature.

k) Engagement (including informally) of external consultants. If, for example,

as a result of an internal process, it is decided to select one or more

external consultants to assess the feasibility of a project, then it should be

more likely that such a project is relevant/inside in nature.

l) Request for external financing. If, for example, in the context of a major

M&A project it is decided to request ad hoc funding from a bank, then it

should be more likely that the information will be relevant/inside in nature.

m) Impact on information already made public by the Company. If, for

example, the Company has provided information on a strengthening of

activities in a certain geographical area, the sale of a subsidiary in the

same area would be more likely to constitute Relevant/Inside Information.

32

ANNEX C

FACSIMILE report of registration on the RIL

Milan, @date_of_document@ Dear @first name@ @surname@ Re: List of persons with access to Relevant Information that may become Inside

Information pursuant to the Market Abuse Procedure; Reno de Medici S.p.A. (the “Company”) has approved a procedure for defining principles and rules on market abuse (the “Procedure”). Employees of the Company and of the Reno de Medici S.p.A. Group companies and all persons who, by virtue of their work or professional activities, have regular or occasional access to Inside Information about the Company or the companies of the Reno de Medici S.p.A. Group are also, inter alios, required to comply with the Procedure (the “Persons Concerned”). Relevant Information is understood as any information and news, which cannot be classed as Inside Information, concerning the Company and/or its Subsidiaries, which is not in the public domain and which due to its purpose or other characteristics is confidential, that is acquired by Persons Concerned in the performance of their duties and/or functions. Specific Relevant Information is understood as an individual piece of Relevant Information which, on the basis of the assessment of the company department dedicated thereto, could in the opinion of the issuer effectively become Inside Information at a later time, including imminently. Persons Concerned are required to comply with the following general rules of conduct:

1. to maintain strict confidentiality over information that may become Inside Information (“Relevant Information”) acquired in the performance of their work or professional activity, function or office, and therefore not to disseminate or reveal this information to anyone until it is communicated to the market in the manner provided for in the Procedure, by taking all necessary care to ensure that the relevant circulation can take place without infringement of the provisions of law and regulations in force from time to time and without prejudice to the confidential nature of the information;

2. to use Relevant Information only in relation to their work or professional activity, function or office, and therefore not to use it, for any reason or cause, for personal purposes;

3. to guarantee the maximum privacy and confidentiality of the Relevant Information;

4. to keep and store, with the utmost diligence, paper and electronic documentation containing relevant,

inside and in any case confidential information in order to prevent unauthorised persons from having

access thereto;

5. to promptly notify the Competent Functions regarding information respectively pertaining to them about any act, fact or omission that could constitute an infringement of the Procedure.

In this regard, we hereby inform you - including for the purposes of information about the processing of personal data - that, due to the activity and role (@position@ @function@) that you carry out on behalf of the Company, your name has been included in the Relevant Information List (the “RIL”) established by the Company for the following Project “@project_code@” (the “Operation”).

33

We therefore ask you to comply with the above points, also taking into account the provisions of the Procedure, and to:

− return, duly completed and signed, the form attached hereto by sending it to the rdm-rap@computershare.it mailbox;

− report to the rdm-rap@computershare.it mailbox the names of your colleagues who for official reasons have been made aware of the Operation;

− report to the rdm-rap@computershare.it mailbox any person (either natural or legal) outside the Company that by virtue of a specific mandate and after signing an appropriate “confidentiality agreement” has been made aware of the Operation;

− ensure the written traceability of the management of Relevant Information and its confidentiality within your sphere of activity and responsibility.

Finally, it should be noted that if Relevant Information relating to the Operation is subsequently assessed as Inside Information, as a person on the RIL you may receive further specific information in accordance with the provisions of the Procedure. For any information or clarification regarding this communication and its application, please contact the List Manager. Kind regards,

The List Manager

34

Form to be returned to: _rdm-rap@computershare.it___________________________

Operation: PROJECT “@project_code@”

Personal details (to be completed)

date of birth @date_of_birth@

tax code @tax_code@

work telephone numbers (direct and

mobile)

@work_tel_fixed@ @work_tel_mobile@

private telephone numbers (home and

mobile)

@priv_tel_fixed@ @priv_tel_mobile@

home address (house number, street,

city, state, postcode)

@address_no@, @address_street@,

@address_city@, @address_state@

@address_postcode@, @address_country@

email address @email@

For acknowledgement, acceptance and consent to the processing of personal data for the purposes of preparation and maintenance of the RIL. Place, date _____________________________ @first name@ @surname@ _____________________________

35

ANNEX D

FACSIMILE report of registration in the Permanent Section of the Insider List

Milan, @date_of_document@

Re: List of persons with access to Inside Information (the “List”) Report on registration update.

Dear @first name@ @surname@

Reno de Medici S.p.A. has updated the content and structure of the List in accordance with the provisions of Article 18 of Regulation (EU) No. 596/2014 and Implementing Regulation No. 347/2016. In particular, the updated structure of the List is divided into: (i) a Permanent Section, which includes persons who, due to their function or position, have permanent, effective access to all Inside Information; (ii) Separate sections to be opened in relation to events, circumstances and projects qualifying as Inside Information in application of the aforementioned legislation and the relevant internal procedures. In accordance with Article 18 of Regulation (EU) No. 596/2014, we hereby inform you that on @registration_start_date@ your personal data was registered on the List via inclusion in the Permanent Section. In particular, due to your activity and function as a @position@ @function@, you are considered as having permanent access to all Inside Information, as defined in Article 7, Regulation (EU) No. 596/2014. Pursuant to Article 17 of Regulation (EU) No. 596/2014, the Company is required to disclose Inside Information concerning the Company and its financial instruments to the public as soon as possible, and a delay in fulfilling this requirement is permitted, under the responsibility of the Company, only in certain cases and under the conditions established by applicable legislation, provided that the Company is able to guarantee the confidentiality of such information.

If the Information is disclosed to a third party that is not subject to a confidentiality obligation, the Company must fully disclose it to the public, simultaneously in the event of intentional disclosure and as soon as possible in the event of unintentional disclosure. It is therefore essential that persons on the List comply with the confidentiality obligations in respect of the Information to which they have access.

In this regard, it should be noted that it is the responsibility of each of the persons registered on the List to ensure the traceability of the management of the Information and the associated confidentiality within his/her sphere of activity and responsibility, from the time when, by any means (i.e. by correspondence, at meetings and/or at other times), he/she comes into possession of Information concerning the recurring activity or the projects/events for which he/she is registered. If a registered person discloses Information, including unintentionally, to persons not in possession of the same (even if already registered on the List for other reasons), he/she will be obliged to inform the Person in Charge thereof immediately.

Note also that Title I-bis 15 of Legislative Decree 58/1998 (the “TUF”) provides for specific sanctions for cases of insider dealing and market manipulation; in particular, criminal sanctions (Article 184 of the TUF) and administrative sanctions (Article 187-bis of the TUF) are stipulated

36

for anyone who, being in possession of Inside Information due to his/her status as a member of the issuer’s administrative, management or control bodies, as a shareholder in the issuer's capital or in the course of his/her work, profession, function (including public) or office:

a) buys, sells or carries out other transactions involving, directly or indirectly, on his/her own behalf or on behalf of a third party, financial instruments using such information; b) discloses such information to others outside the normal exercise of his/her work, profession, function or office; c) recommends or induces others, on the basis of such information, to carry out any of the transactions referred to in a).

Anyone who disseminates false or misleading information likely to cause a significant alteration in the price of financial instruments is subject to criminal sanctions (Article 185 of the TUF), while anyone who, through the media, including the internet or any other means, disseminates false or misleading information, rumours or news that provides or is likely to provide false or misleading information about financial instruments is subject to administrative sanctions (Article 187-ter of the TUF), as is anyone who engages in: a) transactions or purchase and sale orders that provide or are capable of providing false or misleading information regarding the offer, demand or price of financial instruments; b) transactions or purchase and sale orders that allow, through the action of one or more persons acting in concert, the market price of one or more financial instruments to be set at an anomalous or artificial level; c) transactions or purchase and sale orders using devices or any other type of deception or expedition; d) other devices capable of providing false or misleading information regarding the offer, demand or price of financial instruments. The amounts of fines and administrative sanctions provided for by current legislation may be increased to up to three times or up to ten times the amount of the product or profit obtained from the offence when, due to the personal qualities of the perpetrator, the amount of the product or profit obtained from the offence or the effects produced on the market, they appear inadequate even if applied to the maximum. This is without prejudice to the Company’s ability to claim compensation for any damage and/or liability that may result from conduct in infringement of the obligations referred to herein.

Please: ➢ verify and/or add to the information at the end of this document; ➢ keep the Company constantly updated on any changes relating to the information indicated below, promptly reporting any changes to RENO DE’ MEDICI S.p.A. at the following email address: rdm-rap@computershare.it or by fax on +390246776850; ➢ read the extract of the legislation referred to in this communication, which is reproduced at the end of the document.

In particular, the aforementioned data will be kept with the aid of IT support, in accordance with the Privacy Code and with applicable provisions on the processing of personal data, in order to fulfil the obligations for maintaining the Insider List required by applicable legislation for the period required by the said legislation. The disclosure of the personal data requested is therefore mandatory. Failure to provide such data could result in sanctions under current legislation. This is without prejudice to the right to exercise the rights of disclosure provided for by Legislative Decree 196/2003 and by the applicable provisions concerning the processing of personal data. The Company's Data Processor is Michele Bianchi, domiciled at the offices of RENO DE’ MEDICI S.p.A.

Please return this document, duly signed for acknowledgement and acceptance, within 7 (seven) days of receipt to RENO DE’ MEDICI S.p.A. at the following email address: rdm-

37

rap@computershare.it or by fax to + 390246776850. Please read the extract of the legislation referred to herein and the information provided pursuant to Article 13 of the Privacy Code. For any information or clarification regarding this communication and its application, please contact the List Manager. Kind regards,

(The List Manager) Personal details

date of birth @date_of_birth@

tax code @tax_code@

work telephone numbers (direct and

mobile)

@work_tel_fixed@ @work_tel_mobile@

private telephone numbers (home and

mobile)

@priv_tel_fixed@ @priv_tel_mobile@

home address (house number, street,

city, state, postcode)

@address_no@, @address_street@,

@address_city@, @address_state@

@address_postcode@, @address_country@

email address @email@

Read and accepted: @first name@ @surname@ ________________________________________ Place, date ________________________________________

38

REGULATION (EU) No. 596/2014

CHAPTER 5

Administrative measures and sanctions

Article 30

Administrative sanctions and other administrative measures

1. Without prejudice to any criminal sanctions and without prejudice to the supervisory powers of competent authorities under Article 23, Member States shall, in accordance with national law, provide for competent authorities to have the power to take appropriate administrative sanctions and other administrative measures in relation to at least the following infringements:

a) infringements of Articles 14 and 15, Article 16(1) and (2), Article 17(1), (2), (4) and (5), and (8), Article 18(1) to (6), Article 19(1), (2), (3), (5), (6), (7) and (11) and Article 20(1); and b) failure to cooperate or to comply with an investigation, with an inspection or with a request as referred to in Article 23(2).

Member States may decide not to lay down rules for administrative sanctions as referred to in the first subparagraph where the infringements referred to in point (a) or point (b) of that subparagraph are already subject to criminal sanctions in their national law by 3 July 2016. Where they so decide, Member States shall notify, in detail, to the Commission and to ESMA, the relevant parts of their criminal law.

By 3 July 2016, Member States shall notify, in detail, the rules referred to in the first and second subparagraph to the Commission and to ESMA. They shall notify the Commission and ESMA without delay of any subsequent amendments thereto.

2. Member States shall, in accordance with national law, ensure that competent authorities have the power to impose at least the following administrative sanctions and to take at least the following administrative measures in the event of the infringements referred to in point (a) of the first subparagraph of paragraph 1:

a) an order requiring the person responsible for the infringement to cease the conduct and to desist from a repetition of that conduct;

b) the disgorgement of the profits gained or losses avoided due to the infringement insofar as they can be determined;

c) a public warning which indicates the person responsible for the infringement and the nature of the infringement;

d) withdrawal or suspension of the authorisation of an investment firm;

e) a temporary ban of a person discharging managerial responsibilities within an investment firm or any other natural person, who is held responsible for the infringement, from exercising management functions in investment firms;

f) in the event of repeated infringements of Article 14 or 15, a permanent ban of any person discharging managerial responsibilities within an investment firm or any other natural person who is held responsible for the infringement, from exercising management functions in investment firms;

g) a temporary ban of a person discharging managerial responsibilities within an investment firm or another natural person who is held responsible for the infringement, from dealing on own account;

h) maximum administrative pecuniary sanctions of at least three times the amount of the profits gained or losses avoided because of the infringement, where those can be determined;

i) in respect of a natural person, maximum administrative pecuniary sanctions of at least:

(i) for infringements of Articles 14 and 15, EUR 5,000,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014;

(ii) for infringements of Articles 16 and 17, EUR 1,000,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and

39

(iii) for infringements of Articles 18, 19 and 20, EUR 500,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and j) in respect of legal persons, maximum administrative pecuniary sanctions of at least:

(i) for infringements of Articles 14 and 15, EUR 15,000,000 or 15% of the total annual turnover of the legal person according to the last available accounts approved by the management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014;

(ii) for infringements of Articles 16 and 17, EUR 2,500,000 or 2% of its total annual turnover according to the last available accounts approved by the management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and

(iii) for infringements of Articles 18, 19 and 20, EUR 1,000,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014.

References to the competent authority in this paragraph are without prejudice to the ability of the competent authority to exercise its functions in any ways referred to in Article 23(1).

For the purposes of points (j)(i) and (ii) of the first subparagraph, where the legal person is a parent undertaking or a subsidiary undertaking which is required to prepare consolidated financial accounts pursuant to Directive 2013/34/EU (1), the relevant total annual turnover shall be the total annual turnover or the corresponding type of income in accordance with the relevant accounting directives – Council Directive 86/635/EEC (2) for banks and Council Directive 91/674/EEC (3) for insurance companies – according to the last available consolidated accounts approved by the management body of the ultimate parent undertaking; or

3. Member States may provide that competent authorities have powers in addition to those referred to in paragraph 2 and may provide for higher levels of sanctions than those established in that paragraph.

Legislative Decree 58 of 24 February 1998 CONSOLIDATED FINANCE ACT

Chapter II

Criminal sanctions (2)

Article 184 (Insider dealing)

1. Anyone in possession of Inside Information due to his/her status as a member of the issuer's administration, management or control bodies, as a shareholder in the issuer's capital or in the course of his/her work, profession, function (including public) or office is punishable with a prison sentence of one to six years and a fine of twenty thousand euros to three million euros if he/she: a) buys, sells or carries out other transactions involving, directly or indirectly, on his/her own behalf or on behalf of a third party, financial instruments using such information; b) discloses such information to others outside the normal exercise of his/her work, profession, function or office; c) recommending or inducing others, on the basis of such information, to carry out any of the transactions referred to in paragraph a). 2. The same penalty applies to anyone who, while in possession of Inside Information, engages in any of the prohibited behaviours set out above in order to prepare for or carry out criminal acts. 3. The judge may increase the fine to up to three times or up to ten times the product or profit obtained from the offence when, due to the significance of the offence, the personal qualities

(2) Pursuant to Article 39, subparagraph 1 of Law 262 of 28 December 2005, the sanctions provided for in this Chapter are doubled within the limits set for each type of penalty by Book I, Title II, Chapter II of the Italian Criminal Code.

40

of the perpetrator or the amount of the product or profit obtained from the offence, it appears inadequate even if applied to the maximum. 3-bis. In the case of transactions relating to the financial instruments referred to in Article 180, subparagraph 1, letter a), point 2), the criminal sanction is a fine of up to one hundred and three thousand, two hundred and ninety-one euros and detention for up to three years. 4. For the purposes of this article, “financial instruments” also include the financial instruments referred to in Article 1, subparagraph 2, whose value depends on a financial instrument pursuant to Article 180, subparagraph 1, letter a). (3)

Article 185

(Market manipulation) 1. Anyone who disseminates false information or carries out simulated transactions or uses other devices that are specifically suited to causing a significant alteration in the price of financial instruments is punishable with imprisonment of between one and six years and a fine of between twenty thousand and five million euros. 2. The judge may increase the fine to up to three times or up to ten times the product or profit obtained from the offence when, due to the significance of the offence, the personal qualities of the perpetrator or the amount of the product or profit obtained from the offence, it appears inadequate even if applied to the maximum. 2-bis. In the case of transactions relating to the financial instruments referred to in Article 180, subparagraph 1, letter a), point 2), the criminal sanction is a fine of up to one hundred and three thousand, two hundred and ninety-one euros and detention for up to three years (4)

Article 186 (Additional penalties)

1. Conviction of any of the offences set out in Chapter II, Title I-bis of the TUF entails the application of the additional penalties set out in Articles 28, 30, 32-bis and 32-ter of the Criminal Code for a period of no less than six months and no more than two years and the publication of the judgement in at least two national newspapers, including one business publication. (5)

Article 187 (Confiscation)

1. In the event of a conviction for one of the offences provided for in this Chapter, the product or profit obtained from the offence and the assets used to commit it shall be confiscated. 2. If the above cannot be confiscated, sums of money, assets or other items of equivalent value may be confiscated. 3. The provisions of Article 240 of the Criminal Code shall apply to matters not laid down in subparagraphs 1 and 2. (6)

Chapter III Administrative sanctions

Article 187-bis (7) (Insider dealing)

1. With the exception of criminal sanctions when the act constitutes an offence, anyone in possession of Inside Information due to his/her status as a member of the issuer's administration, management or control bodies, as a shareholder in the issuer's capital or in the course of his/her work, profession, function (including public) or office is punishable with a fine of twenty thousand euros to three million euros if he/she:

(3)See Title I-bis and Chapter II – Criminal sanctions. (4)See Title I-bis and Chapter II – Criminal sanctions. (5)See Title I-bis. (6)See Title I-bis. (7)See Title I-bis.

41

a) buys, sells or carries out other transactions involving, directly or indirectly, on his/her own behalf or on behalf of a third party, financial instruments using such information; b) discloses such information to others outside the normal exercise of his/her work, profession, function or office; c) recommending or inducing others, on the basis of such information, to carry out any of the transactions referred to in paragraph a). 2. The same sanction applies to anyone who, while in possession of Inside Information, engages in any of the prohibited behaviours set out above in order to prepare for or carry out criminal acts. 3. For the purposes of this article, “financial instruments” also include the financial instruments referred to in Article 1, subparagraph 2, whose value depends on a financial instrument pursuant to Article 180, subparagraph 1, letter a). 4. The sanction provided for in subparagraph 1 also applies to anyone who, in possession of Inside Information, knowing or being able to know, on the basis of ordinary diligence, the inside nature of such information, carries out any of the acts described herein. 5. The administrative fines provided for in paragraphs 1, 2 and 4 shall be increased to up to three times or up to ten times the amount of the product or profit obtained from the offence when, due to the personal qualities of the perpetrator or the amount of the product or profit obtained from the offence, they appear inadequate even if applied to the maximum. 6. For the cases provided for in this article, the attempt is equivalent to consummation.

Article 187-ter (8) (Market manipulation)

1. Except for criminal sanctions where the act constitutes an offence, anyone who, through the media, including the internet or any other means, disseminates false or misleading information, rumours or news that provides or is likely to provide false or misleading information about financial instruments is subject to an administrative pecuniary sanction of twenty thousand to five million euros (9). 2. For journalists carrying out their professional activities, the dissemination of information must be assessed taking account of the self-regulatory rules of that profession, unless such persons obtain a benefit or profit directly or indirectly from the dissemination of the information. 3. Except for criminal sanctions where the act constitutes an offence, anyone who carries out the following is punishable with the administrative pecuniary sanction referred to in subparagraph 1: a) transactions or purchase and sale orders that provide or are capable of providing false or misleading information regarding the offer, demand or price of financial instruments; b) transactions or purchase and sale orders that allow, through the action of one or more persons acting in concert, the market price of one or more financial instruments to be set at an anomalous or artificial level; c) transactions or purchase and sale orders using devices or any other type of deception or expedition; d) other devices capable of providing false or misleading information regarding the offer, demand or price of financial instruments. 4. For the offences referred to in subparagraph 3, letters a) and b), persons who demonstrate that they have acted for legitimate reasons and in accordance with market practice admitted to the market concerned cannot be subject to administrative sanctions. 5. The administrative pecuniary sanctions provided for above may be increased to up to three times or up to ten times the amount of the product or profit obtained from the offence when, due to the personal qualities of the perpetrator, the amount of the product or profit

(8)See Title I-bis. (9) The amount of the administrative pecuniary sanction was subsequently increased five-fold by Article 39, subparagraph 3 of Law 262 of 28 December 2005. As a result of this latter provision, the amounts must be understood as amended as follows: twenty thousand euros to one hundred thousand euros; five million euros to twenty-five million euros.

42

obtained from the offence or the effects produced on the market, they appear inadequate even if applied to the maximum. 6. The Ministry of the Economy and Finance, in consultation with Consob or on the proposal thereof, may identify, with its own regulation, in accordance with the implementing provisions of Directive 2003/6/EC adopted by the European Commission, in accordance with the procedure laid down in Article 17, paragraph 2, of the same Directive, the cases, including those provided for in the preceding paragraphs, which are relevant for the application of this article. 7. Consob, with its own provisions, notes the elements and circumstances to be taken into account for the assessment of conduct likely to constitute market manipulation pursuant to Directive 2003/6/EC and the implementing provisions thereof (10).

Article 187-quater (Additional administrative sanctions)

1. the application of the administrative pecuniary sanctions provided for herein shall entail the temporary loss of integrity requirements for company representatives and shareholders of authorised parties, market management companies, and auditors and financial advisors, and, for representatives of listed companies, temporary disqualification from occupying administrative, management and supervisory positions at listed companies and companies belonging to the same group as listed companies. 2. The above additional administrative sanction shall have a term of no less than two months and no more than three years. 3. When levying administrative pecuniary sanctions, in light of the severity of the infringement and the degree of culpability, Consob may order authorised parties, market management companies, listed issuers and auditing firms not to do business with the party responsible for the infringement for a period of no more than three years and may request that the competent professional associations temporarily suspend the registered party from engaging in professional activity. (11) Article 187-quinquies (Responsibility of the entity) 1. The entity is responsible for the payment of a sum equal to the amount of the administrative sanction imposed for the offences referred to in this chapter committed in its interest or for its benefit: by persons who are entrusted with the representation, administration or management of the Company or of a financially and functionally autonomous organisational unit thereof, and by persons responsible for the management and control of the Company, including on a de facto basis; by persons managed or supervised by one of the persons referred to in letter a). 2. If the product or profit obtained by the entity following the commission of one of the offences set out in subparagraph 1 is of a significant amount, the sanction shall be increased to up to ten times that product or profit. 3. The entity shall not be responsible if it can prove that the persons referred to in subparagraph 1 acted exclusively in their own interest or in the interest of third parties. 4. In relation to the offences referred to in subparagraph 1, Articles 6, 7, 8 and 12 of Legislative Decree 231 of 8 June 2001 shall apply, where compatible. The Ministry of Justice formulates the observations referred to in Article 6 of Legislative Decree 231 of 8 June 2001, having consulted Consob, with regard to the offences provided for in this title. (12)

(10)See Consob Regulation 16191 of 29 October 2007. (11)See Title I-bis. (12)See Title I-bis.

43

Legislative Decree 231 of 8 June 2001

“Administrative liability of legal persons”

Article 25-sexies 1. In relation to the offences of insider dealing and market manipulation provided for in Part V, Title I-bis, Chapter II, of Legislative Decree No. 58 of 24 February 1998, the entity is subject to a fine of between four hundred and one thousand units. 2. If the product or profit obtained by the entity following the commission of one of the offences set out in subparagraph 1 is of a significant amount, the sanction shall be increased to up to ten times that product or profit.

Legislative Decree 196 of 30 June 2003, as subsequently amended and supplemented

“Personal data protection code”

Article 7 (Right to access personal data and other rights)

1. The data subject has the right to obtain confirmation of the existence or otherwise of personal data concerning him/her, even if not yet recorded, and for it to be sent to him/her in an intelligible form. 2. The data subject has the right to be informed: a) of the source of the personal data; b) of the purposes and the methods of processing; c) of the software used in the processing, if the latter is performed by electronic means; d) of the identification details of the owner, managers and designated representative pursuant to Article 5, subparagraph 2; e) of the persons or categories of persons to whom personal data may be communicated or who may come to know such data in their capacity as agents appointed in the country, or as data controllers or managers. 3. The data subject has the right to: a) the updating, correction or, where applicable, supplementation of his/her data; b) the deletion, changing into anonymous form or blocking of data which has been processed illegally, including data whose preservation is not necessary in relation to the purposes for which it was collected or subsequently processed; c) request proof that the operations described in letters a) and b) have been brought to the attention, including as regards their content, of those persons to whom the data was communicated or disseminated, unless this requirement proves impossible or involves a manifestly disproportionate effort compared with the right being protected. 4. The data subject has the right to object, in whole or in part: a) for legitimate reasons, to the processing of personal data regarding him/her, even where relevant to the purpose for which it was collected; b) to the processing of personal data regarding him/her for the purposes of sending advertising or distance selling materials, or for the purpose of market research or commercial communications.

44

45

ANNEX E1

Format of Occasional Sections of the Insider List

Section on [indicate the Inside Information specific to a contract or relating to an event]

Date and time (of creation of this section of the list or when the Inside Information was identified): [yyyy-mm-dd, hh:mm UTC (coordinated universal time)]

Date and time (latest update): [yyyy-mm-dd, hh:mm UTC (coordinated universal time)]

Date sent to the competent authority: [yyyy-mm-dd]

First name of access holder

Surname of access holder

Maiden name of access

holder (if different)

Work telephone numbers

(direct fixed

work and mobile

numbers)

Name and address of

the company

Position and reason for

accessing Inside Information

Obtained (date and time

at which access to

Inside Information

was obtained)

Ceased Ceased (date and time at

which access to Inside

Information ceased)

Date of birth

National Identification

Number (where

applicable)

Private telephone numbers

(home and personal mobile)

Full home address

(house number, street, town/city, state, postcode)

[text] [text] [text] [numbers (without spaces)]

[address of the issuer or third party of the access holder]

[description of role, function and reason for inclusion on the list]

[yyyy-mm-dd, hh mm UTC]:

[yyyy-mm-dd, hh mm UTC]:

[yyyy-mm-dd]

[number and/or text]

[numbers (without spaces)]

[full home address of access holder - house number

and street - town/city - state - postcode]

46

ANNEX E2

Format of Permanent Section of the Insider List

Date and time (of creation of the Permanent Insider List) [yyyy-mm-dd, hh:mm UTC (coordinated universal time)]

Date and time (latest update): [yyyy-mm-dd, hh:mm UTC (coordinated universal time)]

Date sent to the competent authority: [yyyy-mm-dd]

First name of access

holder

Surname of access

holder

Maiden name of access

holder (if different)

Work telephone

numbers (direct

fixed work and mobile numbers)

Name and address of the

company

Position and reason for accessing

Inside Information

Registered (date and time the holder was

registered on the Permanent Insider List)

Date of birth

National Identification

Number (where

applicable)

Home telephone numbers (home and personal mobile)

Full home address (house number, street,

town/city, state, postcode)

[text] [text] [text] [numbers (without spaces)]

[address of the issuer or third party of the access holder]

[description of role, function and reason for inclusion on the list]

[yyyy-mm-dd, hh mm UTC]:

[yyyy-mm-dd]

[number and/or text]

[numbers (without spaces)]

[full home address of access holder - house number and street - town/city - state

- postcode]

– 47 –

ANNEX F

FACSIMILE report of registration in Occasional Sections of the Insider List

Milan, @date_of_document@

Re: List of persons with access to Inside Information (the “List”) Report on registration update.

Dear @first name@ @surname@ Reno de Medici S.p.A. has updated the content and structure of the List in accordance with the provisions of Article 18 of Regulation (EU) No. 596/2014 and Implementing Regulation No. 347/2016. In particular, the updated structure of the List is divided into: a Permanent Section, which includes persons who, due to their function or position, have permanent, effective access to all Inside Information; Separate sections to be opened in relation to events, circumstances and projects qualifying as Inside Information in application of the aforementioned legislation and the relevant internal procedures. In accordance with Article 18 of Regulation (EU) No. 596/2014, we hereby inform you that on @date_last_activity@ your personal data was registered on the List of persons who have access to Inside Information. In particular, due to your activity and function as a @position@ @function@, you are considered, as of @registration_start_date@, as having access to Inside Information

in relation to: @registration_ reason@. Pursuant to Article 17 of Regulation (EU) No. 596/2014, the Company is required to disclose Inside Information concerning the Company and its financial instruments to the public as soon as possible, and a delay in fulfilling this requirement is permitted, under the responsibility of the Company, only in certain cases and under the conditions established by applicable legislation, provided that the Company is able to guarantee the confidentiality of such information.

If the Information is disclosed to a third party that is not subject to a confidentiality obligation, the Company must fully disclose it to the public, simultaneously in the event of intentional disclosure and as soon as possible in the event of unintentional disclosure. It is therefore essential that persons on the List comply with the confidentiality obligations in respect of the Information to which they have access.

In this regard, it should be noted that it is the responsibility of each of the persons registered on the List to ensure the traceability of the management of the Information and the associated confidentiality within his/her sphere of activity and responsibility, from the time when, by any means (i.e. by correspondence, at meetings and/or at other times), he/she comes into possession of Information concerning the recurring activity or the projects/events for which he/she is registered.

– 48 –

If a registered person discloses Information, including unintentionally, to persons not in possession of the same (even if already registered on the List for other reasons), he/she will be obliged to inform the Person in Charge thereof immediately.

Note also that Title I-bis 15 of Legislative Decree 58/1998 (the “TUF”) provides for specific sanctions for cases of insider dealing and market manipulation; in particular, criminal sanctions (Article 184 of the TUF) and administrative sanctions (Article 187-bis of the TUF) are stipulated for anyone who, being in possession of Inside Information due to his/her status as a member of the issuer’s administrative, management or control bodies, as a shareholder in the issuer's capital or in the course of his/her work, profession, function (including public) or office:

a) buys, sells or carries out other transactions involving, directly or indirectly, on his/her own behalf or on behalf of a third party, financial instruments using such information; b) discloses such information to others outside the normal exercise of his/her work, profession, function or office; c) recommends or induces others, on the basis of such information, to carry out any of the transactions referred to in a).

Anyone who disseminates false or misleading information likely to cause a significant alteration in the price of financial instruments is subject to criminal sanctions (Article 185 of the TUF), while anyone who, through the media, including the internet or any other means, disseminates false or misleading information, rumours or news that provides or is likely to provide false or misleading information about financial instruments is subject to administrative sanctions (Article 187-ter of the TUF), as is anyone who engages in: a) transactions or purchase and sale orders that provide or are capable of providing false or misleading information regarding the offer, demand or price of financial instruments; b) transactions or purchase and sale orders that allow, through the action of one or more persons acting in concert, the market price of one or more financial instruments to be set at an anomalous or artificial level; c) transactions or purchase and sale orders using devices or any other type of deception or expedition; d) other devices capable of providing false or misleading information regarding the offer, demand or price of financial instruments. The amounts of fines and administrative sanctions provided for by current legislation may be increased to up to three times or up to ten times the amount of the product or profit obtained from the offence when, due to the personal qualities of the perpetrator, the amount of the product or profit obtained from the offence or the effects produced on the market, they appear inadequate even if applied to the maximum. This is without prejudice to the Company’s ability to claim compensation for any damage and/or liability that may result from conduct in infringement of the obligations referred to herein.

Please: ➢ verify and/or add to the information at the end of this document; ➢ keep the Company constantly updated on any changes relating to the information indicated below, promptly reporting any changes to RENO DE’ MEDICI S.p.A. at the following email address: rdm-rap@computershare.it or by fax on +390246776850; ➢ read the extract of the legislation referred to in this communication, which is

– 49 –

reproduced at the end of the document.

In particular, the aforementioned data will be kept with the aid of IT support, in accordance with the Privacy Code and with applicable provisions on the processing of personal data, in order to fulfil the obligations for maintaining the Insider List required by applicable legislation for the period required by the said legislation. The disclosure of the personal data requested is therefore mandatory. Failure to provide such data could result in sanctions under current legislation. This is without prejudice to the right to exercise the rights of disclosure provided for by Legislative Decree 196/2003 and by the applicable provisions concerning the processing of personal data. The Company's Data Processor is Michele Bianchi, domiciled at the offices of RENO DE’ MEDICI S.p.A.

Please return this document, duly signed for acknowledgement and acceptance, within 7 (seven) days of receipt to RENO DE’ MEDICI S.p.A. at the following email address: rdm-rap@computershare.it or by fax to + 390246776850. Please read the extract of the legislation referred to herein and the information provided pursuant to Article 13 of the Privacy Code. For any information or clarification regarding this communication and its application, please contact the List Manager. Kind regards,

(The List Manager) Personal details

date of birth @date_of_birth@

tax code @tax_code@

work telephone numbers (direct

and mobile)

@work_tel_fixed@ @work_tel_mobile@

private telephone numbers (home

and mobile)

@priv_tel_fixed@ @priv_tel_mobile@

home address (house number,

street, city, state, postcode)

@address_no@, @address_street@,

@address_city@, @address_state@

@address_postcode@,

@address_country@

email address @email@

Read and accepted: @first name@ @surname@ ________________________________________

– 50 –

Place, date ________________________________________

– 51 –

REGULATION (EU) No. 596/2014

CHAPTER 5

Administrative measures and sanctions

Article 30

Administrative sanctions and other administrative measures

1. Without prejudice to any criminal sanctions and without prejudice to the supervisory powers of competent authorities under Article 23, Member States shall, in accordance with national law, provide for competent authorities to have the power to take appropriate administrative sanctions and other administrative measures in relation to at least the following infringements:

a) infringements of Articles 14 and 15, Article 16(1) and (2), Article 17(1), (2), (4) and (5), and (8), Article 18(1) to (6), Article 19(1), (2), (3), (5), (6), (7) and (11) and Article 20(1); and b) failure to cooperate or to comply with an investigation, with an inspection or with a request as referred to in Article 23(2).

Member States may decide not to lay down rules for administrative sanctions as referred to in the first subparagraph where the infringements referred to in point (a) or point (b) of that subparagraph are already subject to criminal sanctions in their national law by 3 July 2016. Where they so decide, Member States shall notify, in detail, to the Commission and to ESMA, the relevant parts of their criminal law.

By 3 July 2016, Member States shall notify, in detail, the rules referred to in the first and second subparagraph to the Commission and to ESMA. They shall notify the Commission and ESMA without delay of any subsequent amendments thereto.

2. Member States shall, in accordance with national law, ensure that competent authorities have the power to impose at least the following administrative sanctions and to take at least the following administrative measures in the event of the infringements referred to in point (a) of the first subparagraph of paragraph 1:

(a) an order requiring the person responsible for the infringement to cease the conduct and to desist from a repetition of that conduct;

b) the disgorgement of the profits gained or losses avoided due to the infringement insofar as they can be determined;

c) a public warning which indicates the person responsible for the infringement and the nature of the infringement;

d) withdrawal or suspension of the authorisation of an investment firm;

e) a temporary ban of a person discharging managerial responsibilities within an investment firm or any other natural person, who is held responsible for the infringement, from exercising management functions in investment firms;

f) in the event of repeated infringements of Article 14 or 15, a permanent ban of any person discharging managerial responsibilities within an investment firm or any other natural person who is held responsible for the infringement, from exercising management functions in investment firms;

g) a temporary ban of a person discharging managerial responsibilities within an investment firm or another natural person who is held responsible for the infringement, from dealing on own account;

h) maximum administrative pecuniary sanctions of at least three times the amount of the profits gained or losses avoided because of the infringement, where those can be determined;

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i) in respect of a natural person, maximum administrative pecuniary sanctions of at least:

(i) for infringements of Articles 14 and 15, EUR 5,000,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014;

(ii) for infringements of Articles 16 and 17, EUR 1,000,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and

(iii) for infringements of Articles 18, 19 and 20, EUR 500,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and j) in respect of legal persons, maximum administrative pecuniary sanctions of at least:

(i) for infringements of Articles 14 and 15, EUR 15,000,000 or 15% of the total annual turnover of the legal person according to the last available accounts approved by the management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014;

(ii) for infringements of Articles 16 and 17, EUR 2,500,000 or 2% of its total annual turnover according to the last available accounts approved by the management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and

(iii) for infringements of Articles 18, 19 and 20, EUR 1,000,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014.

References to the competent authority in this paragraph are without prejudice to the ability of the competent authority to exercise its functions in any ways referred to in Article 23(1).

For the purposes of points (j)(i) and (ii) of the first subparagraph, where the legal person is a parent undertaking or a subsidiary undertaking which is required to prepare consolidated financial accounts pursuant to Directive 2013/34/EU (1), the relevant total annual turnover shall be the total annual turnover or the corresponding type of income in accordance with the relevant accounting directives – Council Directive 86/635/EEC (2) for banks and Council Directive 91/674/EEC (3) for insurance companies – according to the last available consolidated accounts approved by the management body of the ultimate parent undertaking; or

3. Member States may provide that competent authorities have powers in addition to those referred to in paragraph 2 and may provide for higher levels of sanctions than those established in that paragraph.

Legislative Decree 58 of 24 February 1998 CONSOLIDATED FINANCE ACT

Chapter II

Criminal sanctions (13)

Article 184 (Insider dealing)

1. Anyone in possession of Inside Information due to his/her status as a member of the issuer's administration, management or control bodies, as a shareholder in the

(13) Pursuant to Article 39, subparagraph 1 of Law 262 of 28 December 2005, the sanctions provided for in this Chapter are doubled within the limits set for each type of penalty by Book I, Title II, Chapter II of the Italian Criminal Code.

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issuer's capital or in the course of his/her work, profession, function (including public) or office is punishable with a prison sentence of one to six years and a fine of twenty thousand euros to three million euros if he/she: a) buys, sells or carries out other transactions involving, directly or indirectly, on his/her own behalf or on behalf of a third party, financial instruments using such information; b) discloses such information to others outside the normal exercise of his/her work, profession, function or office; c) recommending or inducing others, on the basis of such information, to carry out any of the transactions referred to in paragraph a). 2. The same penalty applies to anyone who, while in possession of Inside Information, engages in any of the prohibited behaviours set out above in order to prepare for or carry out criminal acts. 3. The judge may increase the fine to up to three times or up to ten times the product or profit obtained from the offence when, due to the significance of the offence, the personal qualities of the perpetrator or the amount of the product or profit obtained from the offence, it appears inadequate even if applied to the maximum. 3-bis. In the case of transactions relating to the financial instruments referred to in Article 180, subparagraph 1, letter a), point 2), the criminal sanction is a fine of up to one hundred and three thousand, two hundred and ninety-one euros and detention for up to three years. 4. For the purposes of this article, “financial instruments” also include the financial instruments referred to in Article 1, subparagraph 2, whose value depends on a financial instrument pursuant to Article 180, subparagraph 1, letter a). (14)

Article 185

(Market manipulation) 1. Anyone who disseminates false information or carries out simulated transactions or uses other devices that are specifically suited to causing a significant alteration in the price of financial instruments is punishable with imprisonment of between one and six years and a fine of between twenty thousand and five million euros. 2. The judge may increase the fine to up to three times or up to ten times the product or profit obtained from the offence when, due to the significance of the offence, the personal qualities of the perpetrator or the amount of the product or profit obtained from the offence, it appears inadequate even if applied to the maximum. 2-bis. In the case of transactions relating to the financial instruments referred to in Article 180, subparagraph 1, letter a), point 2), the criminal sanction is a fine of up to one hundred and three thousand, two hundred and ninety-one euros and detention for up to three years (15)

Article 186 (Additional penalties)

1. Conviction of any of the offences set out in Chapter II, Title I-bis of the TUF entails the application of the additional penalties set out in Articles 28, 30, 32-bis and 32-ter of the Criminal Code for a period of no less than six months and no more than two years and the publication of the judgement in at least two national newspapers, including one business publication. (16)

(14)See Title I-bis and Chapter II – Criminal sanctions. (15)See Title I-bis and Chapter II – Criminal sanctions. (16)See Title I-bis.

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Article 187 (Confiscation)

1. In the event of a conviction for one of the offences provided for in this Chapter, the product or profit obtained from the offence and the assets used to commit it shall be confiscated. 2. If the above cannot be confiscated, sums of money, assets or other items of equivalent value may be confiscated. 3. The provisions of Article 240 of the Criminal Code shall apply to matters not laid down in subparagraphs 1 and 2. (17)

Chapter III Administrative sanctions

Article 187-bis (18) (Insider dealing)

1. With the exception of criminal sanctions when the act constitutes an offence, anyone in possession of Inside Information due to his/her status as a member of the issuer's administration, management or control bodies, as a shareholder in the issuer's capital or in the course of his/her work, profession, function (including public) or office is punishable with a fine of twenty thousand euros to three million euros if he/she: a) buys, sells or carries out other transactions involving, directly or indirectly, on his/her own behalf or on behalf of a third party, financial instruments using such information; b) discloses such information to others outside the normal exercise of his/her work, profession, function or office; c) recommending or inducing others, on the basis of such information, to carry out any of the transactions referred to in paragraph a). 2. The same sanction applies to anyone who, while in possession of Inside Information, engages in any of the prohibited behaviours set out above in order to prepare for or carry out criminal acts. 3. For the purposes of this article, “financial instruments” also include the financial instruments referred to in Article 1, subparagraph 2, whose value depends on a financial instrument pursuant to Article 180, subparagraph 1, letter a). 4. The sanction provided for in subparagraph 1 also applies to anyone who, in possession of Inside Information, knowing or being able to know, on the basis of ordinary diligence, the inside nature of such information, carries out any of the acts described herein. 5. The administrative pecuniary sanctions provided for in paragraphs 1, 2 and 4 shall be increased to up to three times or up to ten times the amount of the product or profit obtained from the offence when, due to the personal qualities of the perpetrator or the amount of the product or profit obtained from the offence, they appear inadequate even if applied to the maximum. 6. For the cases provided for in this article, the attempt is equivalent to consummation.

Article 187-ter (19) (Market manipulation)

1. Except for criminal sanctions where the act constitutes an offence, anyone who, through the media, including the internet or any other means, disseminates false or misleading information, rumours or news that provides or is likely to provide false or

(17)See Title I-bis. (18)See Title I-bis. (19)See Title I-bis.

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misleading information about financial instruments is subject to an administrative pecuniary sanction of twenty thousand to five million euros (20). 2. For journalists carrying out their professional activities, the dissemination of information must be assessed taking account of the self-regulatory rules of that profession, unless such persons obtain a benefit or profit directly or indirectly from the dissemination of the information. 3. Except for criminal sanctions where the act constitutes an offence, anyone who carries out the following is punishable with the administrative pecuniary sanction referred to in subparagraph 1: a) transactions or purchase and sale orders that provide or are capable of providing false or misleading information regarding the offer, demand or price of financial instruments; b) transactions or purchase and sale orders that allow, through the action of one or more persons acting in concert, the market price of one or more financial instruments to be set at an anomalous or artificial level; c) transactions or purchase and sale orders using devices or any other type of deception or expedition; d) other devices capable of providing false or misleading information regarding the offer, demand or price of financial instruments. 4. For the offences referred to in subparagraph 3, letters a) and b), persons who demonstrate that they have acted for legitimate reasons and in accordance with market practice admitted to the market concerned cannot be subject to administrative sanctions. 5. The administrative pecuniary sanctions provided for above may be increased to up to three times or up to ten times the amount of the product or profit obtained from the offence when, due to the personal qualities of the perpetrator, the amount of the product or profit obtained from the offence or the effects produced on the market, they appear inadequate even if applied to the maximum. 6. The Ministry of the Economy and Finance, in consultation with Consob or on the proposal thereof, may identify, with its own regulation, in accordance with the implementing provisions of Directive 2003/6/EC adopted by the European Commission, in accordance with the procedure laid down in Article 17, paragraph 2, of the same Directive, the cases, including those provided for in the preceding paragraphs, which are relevant for the application of this article. 7. Consob, with its own provisions, notes the elements and circumstances to be taken into account for the assessment of conduct likely to constitute market manipulation pursuant to Directive 2003/6/EC and the implementing provisions thereof (21).

Article 187-quater (Additional administrative sanctions)

1. the application of the administrative pecuniary sanctions provided for herein shall entail the temporary loss of integrity requirements for company representatives and shareholders of authorised parties, market management companies, and auditors and financial advisors, and, for representatives of listed companies, temporary disqualification from occupying administrative, management and supervisory positions at listed companies and companies belonging to the same group as listed companies. 2. The above additional administrative sanction shall have a term of no less than two months and no more than three years.

(20) The amount of the administrative pecuniary sanction was subsequently increased five-fold by Article 39, subparagraph 3 of Law 262 of 28 December 2005. As a result of this latter provision, the amounts must be understood as amended as follows: twenty thousand euros to one hundred thousand euros; five million euros to twenty-five million euros. (21)See Consob Regulation 16191 of 29 October 2007.

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3. When levying administrative pecuniary sanctions, in light of the severity of the infringement and the degree of culpability, Consob may order authorised parties, market management companies, listed issuers and auditing firms not to do business with the party responsible for the infringement for a period of no more than three years and may request that the competent professional associations temporarily suspend the registered party from engaging in professional activity. (22) Article 187-quinquies (Responsibility of the entity) 1. The entity is responsible for the payment of a sum equal to the amount of the administrative sanction imposed for the offences referred to in this chapter committed in its interest or for its benefit: by persons who are entrusted with the representation, administration or management of the Company or of a financially and functionally autonomous organisational unit thereof, and by persons responsible for the management and control of the Company, including on a de facto basis; by persons managed or supervised by one of the persons referred to in letter a). 2. If the product or profit obtained by the entity following the commission of one of the offences set out in subparagraph 1 is of a significant amount, the sanction shall be increased to up to ten times that product or profit. 3. The entity shall not be responsible if it can prove that the persons referred to in subparagraph 1 acted exclusively in their own interest or in the interest of third parties. 4. In relation to the offences referred to in subparagraph 1, Articles 6, 7, 8 and 12 of Legislative Decree 231 of 8 June 2001 shall apply, where compatible. The Ministry of Justice formulates the observations referred to in Article 6 of Legislative Decree 231 of 8 June 2001, having consulted Consob, with regard to the offences provided for in this title. (23)

Legislative Decree 231 of 8 June 2001

“Administrative liability of legal persons”

Article 25-sexies 1. In relation to the offences of insider dealing and market manipulation provided for in Part V, Title I-bis, Chapter II, of Legislative Decree No. 58 of 24 February 1998, the entity is subject to a fine of between four hundred and one thousand units. 2. If the product or profit obtained by the entity following the commission of one of the offences set out in subparagraph 1 is of a significant amount, the sanction shall be increased to up to ten times that product or profit.

Legislative Decree 196 of 30 June 2003, as subsequently amended and

supplemented

“Personal data protection code”

Article 7 (Right to access personal data and other rights)

1. The data subject has the right to obtain confirmation of the existence or otherwise of personal data concerning him/her, even if not yet recorded, and for it to be sent to him/her in an intelligible form. 2. The data subject has the right to be informed:

(22)See Title I-bis. (23)See Title I-bis.

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a) of the source of the personal data; b) of the purposes and the methods of processing; c) of the software used in the processing, if the latter is performed by electronic means; d) of the identification details of the owner, managers and designated representative pursuant to Article 5, subparagraph 2; e) of the persons or categories of persons to whom personal data may be communicated or who may come to know such data in their capacity as agents appointed in the country, or as data controllers or managers. 3. The data subject has the right to: a) the updating, correction or, where applicable, supplementation of his/her data; b) the deletion, changing into anonymous form or blocking of data which has been processed illegally, including data whose preservation is not necessary in relation to the purposes for which it was collected or subsequently processed; c) request proof that the operations described in letters a) and b) have been brought to the attention, including as regards their content, of those persons to whom the data was communicated or disseminated, unless this requirement proves impossible or involves a manifestly disproportionate effort compared with the right being protected. 4. The data subject has the right to object, in whole or in part: a) for legitimate reasons, to the processing of personal data regarding him/her, even where relevant to the purpose for which it was collected; b) to the processing of personal data regarding him/her for the purposes of sending advertising or distance selling materials, or for the purpose of market research or commercial communications.

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ANNEX G

FACSIMILE report of Insider List deletion/update

Milan, on

Re: Information relating to the “List of persons with access to Inside Information” (the “List”)

Dear @first name@ @surname@ @company_name@ Reno de Medici S.p.A. has updated the content and structure of the List in accordance with the provisions of Article 18 of Regulation (EU) No. 596/2014 and Implementing Regulation No. 347/2016. In particular, the structure of the List is divided into: (iii) a Permanent Section, which includes persons who, due to their function or position, have permanent, effective access to all Inside Information; (iv) Separate sections to be opened in relation to events, circumstances and projects qualifying as Inside Information in application of the aforementioned legislation and the relevant internal procedures. With respect to the above legislation and your pre-existing registration, please note that your name is no longer on the list of persons who have access to Inside Information. Your processed personal data (first name, surname, tax code, any company to which you belong, reason for registration on the List) will be deleted five years after the date indicated above. Kind regards,

(The List Manager)