REGULATIONS FOR THE MANAGEMENT OF TRANSACTIONS WITH PARTIES IN CONFLICT OF INTEREST
On 5 December 2023, the Board of Directors of Kruso Kapital S.p.A. approved, with the favourable opinion of the Independent Director, the ‘Regulations for the management of transactions with parties in conflict of interest’ (the “Regulations”), by means of a resolution conditional on the admission to listing of Kruso Kapital S.p.A.’s shares on the Euronext Growth Milan (EGM) market organised and managed by Borsa Italiana S.p.A. and effective as of the first day of trading of the said shares.
The Regulations seek to define, in the context of the transactions carried out by the company, the principles and rules to be followed for monitoring risks arising from situations of possible conflict of interest determined by the proximity of certain people to the decision-making bodies of the company and subsidiaries. The Board of Directors shall, at least every three years and subject to the favourable opinion of the Independent Director, review the Regulations, taking into account, inter alia, any changes in the ownership structure, as well as the effectiveness demonstrated by the Regulations in their application.
In particular, the provisions of the Regulations shall be applied to transactions carried out by Kruso Kapital, directly or through Kruso Kapital’s subsidiaries (“KK Subsidiaries”), with Borsa Italiana Related Parties. The foregoing is applicable as an issuer directly subject to the application of Art. 10 of the CONSOB Regulation by virtue of the reference in Art. 13 of the EGM Regulation and the provisions on related parties issued by Borsa Italiana S.p.A. applicable to companies issuing shares admitted to trading on the EGM, also taking into account the indication sand clarifications provided by Consob in its communication no. DEM/10078683 of24 September 2010 or in subsequent equivalent communications (the “Borsa Italiana Related Parties Provisions”).
It should be noted that Kruso Kapital does not qualify as a “company with shares widely distributed among the public to a significant extent” pursuant to Art. 2-bis of the Regulation adopted through Consob Resolution No. 11971/1999. The Board of Statutory Auditors of KrusoKapital monitors the compliance of the adopted Regulations with the principlesset forth in the CONSOB Regulation, as well as their observance, and reports thereon to the Shareholders’ Meeting of Kruso Kapital.
