REPORT ON CORPORATE GOVERNANCE

AND SHARE OWNERSHIP

YEAR 2022

(TRADITIONAL MODEL OF ADMINISTRATION AND CONTROL)

PURSUANT TO ART. 123-BIS OF THE CONSOLIDATED LAW ON FINANCE D. LGS. 58/1998

(TUF)

Report approved by the Board of Directors of Italian Wine Brands S.p.A

on 23 March 2023.

The report is also available on the website www.italianwinebrands.it

ITALIAN WINE BRANDS S.P.A.

Registered office in Milan, Viale Abruzzi, 94

joint-stock company with subscribed and paid-up share capital of Euro 1.124.468,80

Tax Code Company Reg. No. 08851780968

Registered in the Companies Register of Milan

R.E.A. No. 2053323

www.italianwinebrands.it

Index

1. Company profile

4

2. INFORMATION ON OWNERSHIP STRUCTURE (EX ART. 123-BIS, COMMA 1,

TUF) AS OF DECEMBER 31, 2022

6

2.1 Structure of share capital (ex art. 123-bis, paragraph 1, lett. a), TUF)

6

2.2. R2.2. Restrictions on the transfer of securities ex art. 123-bis, paragraph 1, lett. b, TUF7

2.3. Significant shareholdes (ex art. 123-bis, paragraph 1, lett. c), TUF)

8

2.4. 2.4. Securities that confer special rights (ex art. 123-bis, paragraph 1, lett. d), TUF)

9

2.5. Employee share ownership: mechanism for exercising voting rights (ex art. 123-bis,

paragraph 1, lett. e), TUF)

9

2.6. . Restrictions on the right to vote (ex art. 123-bis, paragraph 1, lett. f), TUF)

9

2.7. Shareholders' agreements (ex art. 123-bis, paragraph 1, lett. g), TUF)

9

2.8. Change of control (ex art. 123-bis, paragrapf 1, lett. h), TUF) and statutory provisions on

takeover (ex artt. 104, paragraph 1-ter, e 104-bis, paragraph 1, TUF)

9

2.9. . Indemnity of Directors in the event of resignation, dismissal or termination of the

relationship following a takeover (art. 123-bis, 1, lett. i)

11

2.10. Mandate to increase the share capital and authorizations for the purchase of own shares

(ex art. 123-bis, paragraph 1, lett. m) TUF))

14

2.11. Code of condutc (art. 123-bis, paragraph 2, lett. a))

14

2.12. Risk management and internal control systems in relation to the financial reporting

process (art. 123-bis, paragrapf 2, lett. b))

17

3. BOARD OD DIRECTORS

20

3.1. Appointment and replacement od Directors

20

3.2. Composition

22

3.3. Role of the Board of Directors and of the Delegated bodies

26

3.4 Committees of the Board of Directors

30

4. BOARD OF AUDITORS

31

4.1. Appointement and replacement

31

4.2. Composition

31

4.3. Statutory Auditors' Role

33

5. SHAREHOLDERS' MEETINGS

34

5.1. Mechanism and operation

34

6. EXTERNAL AUDITORS

35

7. RELATED PARTIES' TRANSACTIONS

36

8. INVESTOR RELATOR MANAGER

37

9. OTHER COMPANY PROCEDURES AND REGULATION

38

10. CHANGES SINCE THE CLOSING OF THE REFERENCE FINANCIAL YEAR

39

3 | RELAZIONE CORPORATE GOVERNANCE AL 31 DICEMBRE 2022

3 |

1. COMPANY PROFILE

Italian Wine Brands S.p.A. (hereinafter also "IWB" or the "Issuer" or the "Company") is the parent company of the IWB group (the "IWB Group" or the "Group"), a reference leader in the production and distribution of Italian wines . Over time, the IWB Group has diversified its business by introducing the distribution of food and wine products, such as extra virgin olive oils and typical products of the Italian food tradition.

Since 22 January 2015, the Company's ordinary shares have been admitted to trading on the Euronext Growth Milan multilateral trading system (formerly AIM Italia - Mercato Alternativo del Capitale) managed and organized by Borsa Italiana S.p.A. ("Borsa Italiana").

On April 14, 2021, the Company's Board of Directors approved the issue of a senior, non-convertible, unsubordinated and unsecured bond loan for a nominal amount between a minimum of Euro 100 million and a maximum of Euro 130 million , intended both for the general public in Italy and for qualified investors in Italy and abroad, with the exception of the United States, or any other country - such as Australia, Canada or Japan - in which the offer of financial instruments unless authorized by the competent authorities of that country (the "Bonds"). The Bonds, after obtaining all the authorizations required for this purpose by the applicable legislation, were subscribed for a total amount of Euro 130 million and admitted to listing and trading on the Mercato Telematico delle Obbligazioni, a regulated market organized and managed by Borsa Italiana (the "MOT") and on the Regulated Market of the Irish Stock Exchange - Euronext Dublin (Euronext Dublin) official list (the "Euronext Dublin"). For more information, please refer to the prospectus, available in the "Bond Issue" section of the Issuer's website www.italianwinebrands.it, as well as the Company's press releases available in the "Investor Relations"> "Press Releases" section.

Following the admission of the Bonds to listing and trading at the MOT and Euronext Dublin, the Company is subject to the obligation to prepare the "Report on corporate

governance and ownership structure" provided for by art. 123-bis of Legislative Decree 58/1998 (the "TUF") for issuers with transferable securities admitted to trading on regulated markets.

* * *

The Issuer has defined an articulated and homogeneous system of rules of conduct regarding both its organizational structure and relations with stakeholders based on principles of good governance in order to maximize the value for shareholders and ensure the transparency of the business.

The Issuer's administration model is structured according to the traditional model, which provides for the exclusive assignment of company management to the Board of Directors, the assignment of supervisory functions to the Board of Statutory Auditors and those of accounting control to the Independent Auditors, while the Shareholders' Meeting is competent to resolve on matters reserved to it by the law and the Articles of Association.

The Group conducts its business in compliance with the principles of correctness, loyalty, honesty and impartiality as well as confidentiality, transparency and completeness in the management of corporate information. In order to make the aforementioned principles clear and explicit, as well as the mission and values to which those who work within the Group must be inspired, the Company, starting from 2021, has adopted its own Code of Ethics, and will also provide to its constant updating.

IWB, as an issuer with shares admitted to trading on Euronext Growth Milan, is subject to the provisions of the Euronext Growth Milan Issuers Regulation published by Borsa Italiana (the "Issuers Regulation") and available for consultation at https: //

  1. .borsaitaliana.it / borsaitaliana / regulations / notices / 31776-2021- aimit_pdf.htm.

It should be noted that the Company does not adhere to any code of conduct regarding corporate governance (see paragraph 2.12 below).

5 | RELAZIONE CORPORATE GOVERNANCE AL 31 DICEMBRE 2022

5 |

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IWB - Italian Wine Brands S.p.A. published this content on 11 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2023 19:57:03 UTC.