REGULATIONS FOR THE MANAGEMENT OF TRANSACTIONSWITH 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 IndependentDirector, the ‘Regulations for the management of transactions with parties inconflict of interest’ (the “Regulations”), by means of a resolution conditionalon the admission to listing of Kruso Kapital S.p.A.’s shares on the EuronextGrowth Milan (EGM) market organised and managed by Borsa Italiana S.p.A. andeffective as of the first day of trading of the said shares.
The Regulations seek to define, in the contextof the transactions carried out by the company, the principles and rules to befollowed for monitoring risks arising from situations of possible conflict ofinterest determined by the proximity of certain people to the decision-makingbodies of the company and subsidiaries. The Board of Directors shall, at leastevery three years and subject to the favourable opinion of the IndependentDirector, review the Regulations, taking into account, inter alia, anychanges in the ownership structure, as well as the effectiveness demonstratedby the Regulations in their application.
In particular, the provisions of theRegulations shall be applied to transactions carried out by Kruso Kapital,directly or through Kruso Kapital’s subsidiaries (“KK Subsidiaries”), withBorsa Italiana Related Parties. The foregoing is applicable as an issuerdirectly subject to the application of Art. 10 of the CONSOB Regulation byvirtue of the reference in Art. 13 of the EGM Regulation and the provisions onrelated parties issued by Borsa Italiana S.p.A. applicable to companies issuingshares admitted to trading on the EGM, also taking into account the indicationsand clarifications provided by Consob in its communication no. DEM/10078683 of24 September 2010 or in subsequent equivalent communications (the “BorsaItaliana Related Parties Provisions”).
It should be noted that Kruso Kapital does notqualify as a “company with shares widely distributed among the public to asignificant extent” pursuant to Art. 2-bis of the Regulation adopted throughConsob 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 reportsthereon to the Shareholders’ Meeting of Kruso Kapital.
