Civitanavi S p A : Internal Dealing 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.

INTERNAL DEALING PROCEDURE

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

Introduction

This procedure (the Procedure) sets out the rules for the performance by Managers, Relevant Persons and Persons Closely Related to them (all as defined below), as well as by Civitanavi Systems S.p.A. (Civitanavi or the Company), in accordance with what is specified below, of their obligations to inform the Company, Consob and the market about Relevant Transactions (as defined below) carried out by the aforesaid persons, in accordance with the provisions specified below, including through third parties, involving financial instruments issued by Civitanavi or other financial instruments linked to them.

The statutory and regulatory framework for the aforementioned disclosure obligations (the Regulatory Framework) is contained in Article 19 of Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014, as subsequently amended and supplemented (the Market Abuse Regulation), in Delegated Regulation (EU) 2016/522 of the Commission of 17 December 2015 (the Delegated Regulation (EU) 2016/522) and in Implementing Regulation (EU) 2016/523 of the Commission of 10 March 2016 (the Implementing Regulation (EU) 2016/523), as well as in Articles 114, paragraph 7, of Legislative Decree No. 58 of 24 February 1998 (the TUF) and 152- quinquies.1 and subsequent of the Regulation adopted by Consob with Resolution No. 11971 of 14 May 1999 (the Regulation 11971/1999).

As for to any provision not expressly provided for in this Procedure, reference shall expressly be made to the relevant provisions of the applicable laws and regulations.

Article 1

Definitions

1. In addition to the terms defined elsewhere in this Procedure, the following terms shall have the meanings ascribed to them herein:

Board of Directors: means the board of directors of the Company in office, from time to time.

Board of Statutory Auditors: means the Board of Statutory Auditors of the Company in office, from time to time.

Control, control or subsidiary: has the meaning set forth in article 2359 of the Civil Code and 93 of the Consolidated Financial Act.

Derivatives: means any financial instrument defined in Article 4(1)(44)(c) of Directive 2014/65/EU and referred to in Annex I, Section C, points 4 to 10 of the same Directive.

Execution Date: means the day on which:

1. the purchase, sale, exchange or securities lending or repurchase agreement has been concluded;
2. allocation of Financial Instruments (as defined below) that are due after the exercise of those, also unlisted, which attribute the right to subscribe, purchase or sell Shares, as well as the exercise of the conversion right connected to convertible bonds, also cum warrant;
3. allocation of Financial Instruments was made following the execution of capital transactions.

Financial Instruments: means collectively the financial instruments of the Company admitted to trading on a regulated market, as defined in Article 4(1)(15) of Directive 2014/65/EU, including the Shares.

Inside Information: pursuant to Article 7(1)(a) of the Market Abuse Regulation, means the information of a precise nature which has not been made public relating, directly or indirectly, to the Company or

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one of its Subsidiaries or one or more Financial Instruments of the Company, and which, if made public, would be likely to have a significant effect on the prices of those Financial Instruments.

For the purposes of this definition:

• information shall be considered of "a precise nature" if:
• 1. it indicates to 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 the 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 or event, may be considered as information of 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 his/her investment decisions.

Linked Financial Instruments: means the financial instruments linked to Civitanavi Shares selected in this respect by the Regulatory Framework, namely

1. as regards Managers and Persons Closely Related to Managers, the instruments referred to in the definition of "related instruments" in Article 3 paragraph 2 of the Market Abuse Regulation;
2. in respect of Relevant Persons and Persons Closely Related to Relevant Persons, the instruments referred to in the definition "share-relatedfinancial instruments" in Article 152-sexies of Regulation 11971/1999.

Manager: pursuant to Article 3(1)(25) of the Market Abuse Regulation, means:

1. each member of the Board of Directors and the Board of Auditors;
2. each senior manager of the Company who, although not a member of the bodies referred to in subparagraph (a) above, has regular access to Inside Information directly or indirectly concerning the Company and has the power to take management decisions which may affect the future development and prospects of the Company.

Persons Closely Related to Managers: within the meaning of Article 3, paragraph 1, point 26 of the Market Abuse Regulation, means one of the following persons:

1. the spouse or a partner treated as a spouse under Italian law;
2. dependent children within the meaning of national law;
3. a relative who has shared the same dwelling for at least one year on the date of the Relevant Transaction;

(d) a legal person, trust or partnership whose managerial responsibilities are discharged by a

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Manager or a closely associated person falling into the categories referred to in (a), (b) or (c) above, or is directly or indirectly controlled by, or is constituted for the benefit of, any such person, or whose economic interests are substantially equivalent to the interests of any such person.

Persons Closely Related to Relevant Persons: pursuant to Article 152-sexies of Regulation 11971/1999, means one of the following persons:

1. the spouse not legally separated, dependent children, including those of the spouse, and, if cohabiting for at least one year, the parents, relatives and in-laws of the Relevant Persons;
2. legal persons, partnerships and trusts in which a relevant person or one of the persons referred to in point (a) is solely or jointly responsible for the management function;
3. legal persons controlled directly or indirectly by a relevant person or by one of the persons referred to in point (a);
4. partnerships whose economic interests are substantially equivalent to those of a relevant person or one of the persons referred to in point (a);
5. trusts set up for the benefit of a relevant person or one of the persons referred to in subparagraph
   (a).

Person Responsible: means the Investor Relations function or the other person identified by the Board of Directors of the Company as responsible for receiving, managing and disclosing to the market information on Relevant Transactions.

Relevant Persons: pursuant to Article 114, paragraph 7 of the Consolidated Financial Act, means any person who holds shares amounting to at least 10% of the Company's share capital, as well as any other person who controls the Company.

Relevant Transactions: means all transactions subject to disclosure pursuant to article 2 of this Procedure carried out by, or on behalf of:

1. Managers and/or Persons Closely Related to Managers concerning the Civitanavi Shares or other Financial Instruments Linked to them (including transactions covered by Article 19(7) of the Market Abuse Regulation and Article 10 of Delegated Regulation (EU) 2016/522);
2. Relevant Persons and/or Persons Closely Related to Relevant Persons, concerning Civitanavi Shares or other Financial Instruments Linked to them (see art. 152-septies, paragraph 2, of Regulation 11971/1999),

with the exclusion of transactions the aggregate amount of which does not exceed Euro 20,000 (twenty thousand) by the end of the calendar year (the Relevant Amount), or such other amount as may be determined from time to time by the Regulatory Framework.

With respect to Managers and Persons Closely Related to Managers, once the Relevant Amount has been exceeded, all subsequent transactions must be reported by the end of the calendar year.

As regards Relevant Persons and Persons Closely Related to Relevant Persons, after each disclosure made after the Relevant Amount has been exceeded, transactions whose total amount reaches a further Euro 20,000 (twenty thousand) must be disclosed by the end of the calendar year.

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The Relevant Amount is calculated by adding together, without netting, all Relevant Transactions carried out on behalf of each Manager or Relevant Person and those carried out on behalf of the Persons Closely Related thereto.

For Derivatives, the amount is calculated by reference to the underlying Financial Instruments.

SDIR: means the "Service for the dissemination of regulated information" pursuant to CONSOB

regulations.

Shares or Civitanavi Shares: means the ordinary shares of the Company admitted to trading on Euronext Milan, a regulated market organised and managed by Borsa Italiana S.p.A..

Article 2

Reporting obligations to Consob and Civitanavi

1. Pursuant to the Regulatory Framework:
2. 1. Managers and Persons Closely Related to Managers are required to notify Consob1 of Relevant Transactions carried out by them or on their behalf within 3 (three) working days from the Execution Date of such operations (excluding Saturdays, Sundays and any other holidays);
   2. The Relevant Persons shall notify Consob and publish2 information on Relevant Transactions carried out by them and by the Persons Closely Related to Relevant Persons by the end of the fifteenth day of the month following the Execution Date of the transaction.
3. The reporting obligations of Relevant Persons and Persons Closely Related to Relevant Persons do not apply if they are required to report transactions also in their capacity as Managers or Persons Closely Related to Managers.
4. The Managers and the Persons Closely Related to Managers are required to notify the Company of the Relevant Transactions referred to in article 2.1.(a) within 3 (three) business days from the Execution Date so that the Company may publishthem, by means of the SDIR and publication on its website, within 2 (two) business days from receipt of the notice from the Managers and/or the Persons Closely Related to Managers (excluding Saturdays, Sundays and any other holidays).
5. The notices to Consobreferred to in Article 2.1.(a) above shall be made by Civitanavi, on behalf of the Manager and/or the Persons Closely Related to the Managers if the Manager has - also on behalf of the aforesaid Persons Closely Related to the Manager - specifically instructed Civitanavi, pursuant to the provisions of Article 4 below.
6. The notices to Consob and the publicreferred to in Article 2.1.(b) above shall be made by Civitanavi, on behalf of the Relevant Person if the Relevant Person has - also on behalf of the Persons Closely Related to the Relevant Person - specifically instructed Civitanavi, pursuant to the provisions of Article 4 below.
7. Managers and Relevant Persons:
8. 1. Acquire, from the Persons Closely Related to them, the information necessary to comply with

the disclosure requirements laid down in Articles 2.1. and 2.3 above, should they not do so

1. See Article 3 below and Annex A to this Procedure with reference to the methods of communication.
2. See Article 3 below and Annex A-bis to this Procedure with reference to the methods of communication and publication .

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