Civitanavi S p A : Inside Information Procedure

English translation for courtesy purposes only. In case of discrepancies between the Italian version and the English version,

the Italian version shall prevail.

CIVITANAVI SYSTEMS S.P.A.

PROCEDURE FOR THE DISCLOSURE OF INSIDE INFORMATION

Approved by the Board of Directors of Civitanavi Systems S.p.A. on October 13, 2021

1

Index
1	INTRODUCTION..............................................................................................................................................................	3
2	DEFINITIONS....................................................................................................................................................................	4
3	ADDRESSEES OF THE PROCEDURE ............................................................................................................................	5
4	OBLIGATIONS AND PROHIBITIONS OF THE ADDRESSEES....................................................................................	5
5	COMPETENCES AND RESPONSIBILITIES....................................................................................................................	6
6	INFORMATION RELATING DIRECTLY OR INDIRECTLY TO THE ISSUER...............................................................	7
7	HANDLING OF INSIDE INFORMATION.......................................................................................................................	7
8	DELAY IN DISCLOSURE .............................................................................................................................................	11
9	LIST OF PERSONS WITH ACCESS TO INSIDE INFORMATION..............................................................................	14
10	CONFIDENTIALITY OBLIGATIONS CONCERNING INSIDE INFORMATION .......................................................	16
11	MARKET SURVEYS........................................................................................................................................................	18
12	BREACH OF THE PROHIBITION TO DISCLOSE INSIDE INFORMATION .............................................................	19
13	INFORMATION FLOWS TO THE SUPERVISORY BODY PURSUANT TO DECREE 231...................................	19
14	AMENDMENTS AND ADDITIONS TO THE PROCEDURE .....................................................................................	19
Annex A...................................................................................................................................................................................	21
Annex B...................................................................................................................................................................................	24
Annex C ...................................................................................................................................................................................	28

1 INTRODUCTION

1. This procedure (the Procedure) is intended to govern the management and processing of Inside Information(as defined below) concerning CivitanaviSystems S.p.A. (the Company orCivitanavi)by virtue of the listing of Civitanavi shares on Euronext Milan, a regulated market organised and managed by Borsa Italiana S.p.A..
2. The Procedure has been adopted in compliance with the following provisions:
3. • article 114 of Legislative Decree No. 58 of 24 February 1998 (the Consolidated Financial Act);
   • Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 (the Market Abuse Regulation);
   • the Commission Implementing Regulation (EU) 2016/347 of 10 March 2016 (the Implementing Regulation (UE) 2016/347);
   • the Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 (the Implementing Regulation (EU) 2016/1055);
   • "Guidance on the Market Abuse Regulation (MAR) - Delay in public disclosure of inside information" published by ESMA (European Securities and Markets Authority) and implemented by Consob, which has also made it available on its institutional website;
   • Guidelines No. 1/2017 on the "Management of Inside Information"adopted by Consob on 13 October 2017 (the Guidelines).
4. The Company acknowledges the value implicit in the principles of market efficiency and transparency.
5. The Company communicates with the market in accordance with the criteria of fairness, clarity and equal access to information.
6. For any matters not expressly provided for in this Procedure, reference is made to the provisions on disclosure of price sensitive information laid down by the applicable laws and regulations.
7. The Procedure represents a standard of reference for all the Subsidiaries (as defined below), which are required to implement the contents thereof and to ensure that it is adequately disclosed within the individual companies, in order to guarantee, within the scope of their competence, compliance with the Procedure and with the applicable laws and regulations in force.
8. This Procedure shall be effective as of the date of filing of the application for admission to trading on Euronext Milan, and its entry into force is subject to the filing of such application.

2 DEFINITIONS

In addition to the terms that may be defined in other articles of the Procedure, the following terms and definitions shall have the meanings ascribed to eachof them below, it being however specified that terms defined in the singular form shall be deemed to be defined also in the plural form and vice versa.

1. Board of Directors: means the board of directors of the Company in office, from time to time.
2. Board of Statutory Auditors: means the Board of Statutory Auditors of the Company in office, from time to time.
3. Chief Executive Officer: means the director or directors appointed by the Board of Directors of the Company to perform the tasks covered by this Procedure.
4. Financial Instruments: means the "financial instruments" referred to in Article 4(1)(15) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014, issued by the Company and admitted to trading - or for which admission to trading has been requested - on a regulated market.
5. Group: means the Company and its Subsidiaries.

2.6 Information Referent: means the position of the Company's Investor Relations o r the person responsible for implementing the provisions of this Procedure, appointed by the Board of Directors, in accordance with this Procedure.

2.7 Inside Information: pursuant to Article 7, paragraph 1, letter a) of the Market Abuse Regulation, means the information of a precise nature, which has not been made public, concerning, directly or indirectly, the Company or one of its Subsidiaries or one or more Financial Instruments of the Company, and which, if made public, could have a significant effect on the prices of such Financial Instruments. For the purposes of this definition:

• information shall be considered of "a precise nature" if:

1. it indicates a set of circumstances which exists or may reasonably be expected to come into existence or an event which has occurred or may reasonably be expected to occur; and
2. it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event referred to in letter (a) on the prices of the Financial Instruments.
   In this regard, in the case of a prolonged process which is intended to bring about, or which determines, a particular circumstance or a particular event, this future circumstance or future event, as well as the intermediate steps of this process which are linked to the occurrence or determination of the future circumstance orevent, may be considered as informationof a precise nature. An intermediate step in a protracted process shall be deemed to be Inside Information if it meets the criteria laid down in this definition of "Inside Information";

• "information which, if made public, would be likely to have a significant effect on the prices of Financial Instruments" means information that a reasonable investor would be likely to use as one of the elements on which to base any investment decisions.

1. List of persons having access to Inside Information or Insider List: means the list of persons having access to Inside Information established by the Company in compliance with article 18 of the Market Abuse Regulation and the provisions of the Implementing Regulation (EU) 2016/347.
2. Relevant Persons: means:
3. 1. the members of the Company's Board of Directors and Board of Statutory Auditors;
   2. the persons who act as senior executives in the Company who, although not members of the bodies referred to in subparagraph (a) above, have regular access to Inside Information and have the power to take managerial decisions that may affect the future development and prospects of the Company and/or the Group;
   3. the persons performing the functions referred to in (a) and (b) above in a Subsidiary;

1. the persons participating in the share capital of the Company;
2. the persons who have access to Inside Information in the exercise of their employment, profession or function;
3. any other person who possesses Inside Information in circumstances other than those referred to in the preceding paragraphs, when that person knows or should know that it is Inside Information.

Where a Relevant Person is a legal person, this definition shall also apply to natural persons who participate in the decision to purchase, transfer, cancel or modify an order on behalf of that legalperson.

2.10 Subsidiaries: means the companies controlled by Civitanavi pursuant to Article 2359 of the Italian Civil Code and Article 93 of the Consolidated Financial Act.

3 ADDRESSEES OF THE PROCEDURE

3.1 This Procedure is intended for Relevant Persons and contains the provisions relating to the management and handling of Inside Information, the procedures for public disclosure of Inside Information, as well as the provisions relating to the establishment and updating of the Insider List.

4 OBLIGATIONS AND PROHIBITIONS OF THE ADDRESSEES

4.1 In order to safeguard the interest of the Company and the Group in keeping their business affairs confidential and avoiding market abuse, the Relevant Persons are required to:

1. keep the Inside Information of which they are aware strictly confidential;
2. process Inside Information by adopting all necessary precautions to ensure that the relevant disclosure within the context of the Company is carried out without prejudice to the confidential nature of the information itself, until such time as it is notified to the market according to the procedures provided for by this Procedure and the applicable regulations;