1 PROCEDURE GOVERNING INTERNAL DEALING. Procedure governing internal dealing

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1 1 PROCEDURE GOVERNING INTERNAL DEALING Procedure governing internal dealing 1

2 2 PROCEDURE GOVERNING INTERNAL DEALING Contents Introduction... 3 Article 1 Definitions... 4 Article 2 Disclosure requirements of Relevant Persons and Persons Closely Associated... 6 Article 3 Disclosures to be made by the Company and publication of information... 7 Article 4 Black-out periods... 8 Article 5 Failure to meet requirements... 9 Article 6 Identification of Relevant Persons and related notification Article 7 Amendments and supplements and entry into force Annexes

3 3 PROCEDURE GOVERNING INTERNAL DEALING Introduction As of 3 July 2016, Regulation (EU) No. 596/2014 (the "MAR") on market abuse, as well as the related implementing provisions contained in Regulation 2016/522 and in Regulation 2016/523, is directly applicable throughout the European Union; Article 19 of the MAR sets out the disclosure requirements for transactions completed by persons with managerial responsibilities within Issuers. Similar disclosure requirements are governed by Legislative Decree No. 58 of 24/2/1998 (as subsequently amended and supplemented) and by the Regulations containing provisions to implement Legislative Decree No. 58 of 24/2/1998 on issuers (CONSOB Resolution No of 14/5/1999, as subsequently amended and supplemented). This procedure governing internal dealing (the "Procedure"), approved by the Board of Directors of Saras S.p.A. ("Saras" or the "Company"), replaces the "Code of Conduct on internal dealing" and regulates the procedures for: (a) fulfilment of the statutory requirements as related to internal dealing by anyone with managerial responsibilities within Saras and persons closely associated with them, as well as by Relevant Shareholders (as defined below) and persons closely associated with them; and (b) identification of the persons obliged to meet the aforesaid requirements. Relevant regulations Regulation 596/2014 or MAR Regulation of the European Parliament and of the Council No. 596 of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC Regulation 522/2016 Regulation 523/2016 TUF Issuers' Regulations Commission Delegated Regulation 2016/522 of 17 December 2015 supplementing Regulation No. 596/2014 of the European Parliament and of the Council as regards [ ] the permission for trading during closed periods and types of notifiable transactions completed by persons with managerial responsibilities Commission Implementing Regulation 2016/523 of 10 March 2016 laying down implementing technical standards with regard to the format and template for notification and public disclosure of transactions completed by persons with managerial responsibilities in accordance with Regulation (EU) No. 596/2014 Consolidated Law on Finance (Legislative Decree No. 58 of 24/2/1998, as subsequently amended and supplemented) Regulations containing provisions to implement Legislative Decree No. 58 of 24/2/1998 on issuers (CONSOB Resolution No of 14/5/1999, as subsequently amended and supplemented). and ESMA and CONSOB guidelines. 3

4 4 PROCEDURE GOVERNING INTERNAL DEALING Article 1 Definitions For the purposes of the Procedure, the following terms shall have the meaning indicated below: 1.1 Relevant Persons: a) members of the Company s Board of Directors and Board of Statutory Auditors; b) a senior executive of the Company who, whilst not a member of the bodies referred to in point a), has regular access to inside information (as defined in the Internal procedure for the management of inside information and establishment of the List of Persons with access to such information) relating directly or indirectly to the Company, or: b.1) the Chief Executive Officer and Chief Financial Officer; b.2) other persons identified by name by the Chairman of the Board of Directors and/or by the Managing Director and/or by the Chief Executive Officer of Saras in relation to the activities performed by them or to the office assigned to them; where such other persons are identified, this must be immediately notified to the Designated Person, as hereafter defined, who will act promptly in accordance with the Procedure; c) anyone who directly or indirectly has a holding, calculated pursuant to Article 118 of the Issuers Regulation, equal at least to 10% of the share capital of the Company represented by voting shares and, where applicable, any other person that controls the Company (each of whom is, a "Relevant Shareholder"). 1.2 Persons Closely Associated: with a Relevant Person a) the (not legally separated) spouse or a partner considered to be equivalent to the spouse in accordance with national law, dependent children, including those of the spouse, and, if living with them, the parents, relatives and in-laws of the Relevant Persons (collectively, the "Relevant Relatives"); b) legal persons, partnerships and trusts (i) the managerial responsibilities of which are discharged by a Relevant Person or a Relevant Relative, (ii) which is directly or indirectly controlled by a Relevant Person or a Relevant Relative, (iii) which is set up for the benefit of a Relevant Person or a Relevant Relative, or (iv) the economic interests of which are substantially equivalent to the interests of a Relevant Person or of a Relevant Relative. 1.3 Shares: shares issued by Saras. 1.4 Relevant Transactions: Any transaction in Shares or debt securities issued by the Company, or in derivatives or other associated financial instruments 1, completed by a Relevant Person or a Person Closely Associated with them or on their behalf (cf. Annex 1). 1 Pursuant to Article 3, para. 2, sub-para. b), of Regulation 596/2014, "associated instruments" are understood to be the following financial instruments, including those which are not admitted to trading or traded on a trading venue, or for which a request for admission to trading on a trading venue has not been made: i) contracts or rights to subscribe for, acquire or dispose of listed securities; (ii) financial derivatives of listed securities; iii) 4

5 5 PROCEDURE GOVERNING INTERNAL DEALING The disclosure requirements referred to in Article 2 and Article 3 shall apply to all subsequent Relevant Transactions once a total amount of EUR 5,000 (or any other threshold provided for by the applicable body of regulations enacted by CONSOB) has been reached within a calendar year; the threshold shall be calculated by adding without netting all the Relevant Transactions. 1.5 Designated Person: The Head of the Saras Department of Legal, Corporate and General Affairs, identified by the Company as the person designated to receive, manage and disclose information to the market on Relevant Operations. where the listed securities are convertible or exchangeable debt instruments, the listed securities into which such debt instruments may be converted or exchanged; iv) instruments which are issued or guaranteed by the issuer or guarantor of the listed securities and whose market price is likely to substantially influence the price of the listed securities, or vice versa; v) where the listed securities are securities equivalent to shares, the shares represented by those listed securities and any other listed securities equivalent to those shares. 5

6 6 PROCEDURE GOVERNING INTERNAL DEALING Article 2 Disclosure requirements of Relevant Persons and Persons Closely Associated 2.1 Relevant Persons (apart from Relevant Shareholders) and Persons Closely Associated with them must disclose to the Company and to CONSOB information on Relevant Transactions promptly and no later than three working days 2 after the completion of such transactions (notwithstanding the fact that completion is henceforth understood to be the date of conclusion of the transaction, for example, through the dispatch of a buy/sell order, even if payment is made later), without prejudice to that laid down in Article Relevant Shareholders and Persons Closely Associated with them must disclose to the Company and to CONSOB information on Relevant Transactions no later than the end of the fifteenth day of the month following the month in which such Relevant Transactions were completed, without prejudice to that laid down in Article To disclose Relevant Transactions to CONSOB, the form referred to in Annex 3 to the Procedure must be forwarded to it by one of the following means 3 : (a) via certified to the address consob@pec.consob.it (if the sender is required to have certified ) or (b) via to the address protocollo@consob.it or other procedures established by CONSOB in any subsequent instruction that is made public even by inclusion in its website. 2.4 To disclose Relevant Transactions to the Company, the form referred to in Annex 3 to the Procedure must be forwarded (or in the circumstances provided for in Article 3.1, all the information provided for in the aforesaid Form supplied) to it in one of the following ways: (a) delivery to Saras' administrative office in Milan, via Unione n. 1 - office for Legal and Corporate Affairs; or, with prior notice being given by phone to Saras' office for Legal and Corporate Affairs: (b) sending to at least one of the following addresses: simona.berri@saras.it; nicoletta.ruta@saras.it (c) alternatively, in a hard copy by fax to the number Saturdays shall be regarded as a working day. 3 It is necessary to specify "Market Information Office" as the recipient in the communication and to indicate "MAR Internal Dealing" at the start of the subject line. 6

7 7 PROCEDURE GOVERNING INTERNAL DEALING Article 3 Disclosures to be made by the Company and publication of information 3.1 Should Relevant Persons (apart from Relevant Shareholders) avail themselves of the option granted by the Company to delegate responsibility to the said Company for making the disclosure to CONSOB on their behalf and on behalf of Persons Closely Associated with them, the disclosure to the Company must be made promptly and no later than one working day after the date of completion of the Relevant Transaction. In this case, the Company must be granted the appropriate authority in accordance with the template Annex 4. Should Relevant Shareholders avail themselves of the option granted by the Company to delegate responsibility to the said Company for making the disclosure to CONSOB on their behalf and on behalf of Persons Closely Associated with them, the disclosure to the Company must be made no later than the end of the fifth day of the month following the month in which such Relevant Transactions were completed. In this case also, the Company must be granted the appropriate authority in accordance with the template Annex 4. Any authorisation of the Company with a view to the latter sending the communications requiring disclosure to CONSOB shall not preclude Relevant Persons from being responsible for meeting their own obligations. The authorisation of the Company shall not, moreover, preclude Relevant Persons from themselves being able to make the communications requiring disclosure to CONSOB; this is, in any event, without prejudice to the obligation to forward to the Company, using the methods provided for in Article 2.4 of the Procedure, with a view to public disclosure, either the transaction or the intention to independently assume responsibility for disclosure to the aforesaid Authority. 3.2 Relevant Persons are in any event obliged to ensure that the Designated Person receives the communication referred to in Article 2 and that disclosures to CONSOB and to the public are made promptly. 3.3 The Company, acting through the Designated Person, who may call upon the services of people from outside Saras, shall publish - using the methods provided for by law - the information received promptly and (i) no later than three working days after the date of the Relevant Transaction, with reference to Relevant Persons and Persons Closely Associated with them, or (ii) no later than the end of the fifteenth day of the month following the month in which such Relevant Transactions were completed, with reference to Relevant Shareholders and Persons Closely Associated with them. The information shall, moreover, be published on the Company's website. 7

8 8 PROCEDURE GOVERNING INTERNAL DEALING Article 4 Black-out periods 4.1 Relevant Persons are prohibited from completing Relevant Transactions directly or indirectly, on their own behalf or on behalf of third parties, during the 30 calendar days preceding the Board of Directors Meeting called in order to approve an interim financial report (i.e. the half-yearly financial report and, but only when the Company is obliged to publish them, quarterly financial reports) or a year-end report (i.e. the annual financial report), which Saras is obliged to make public according to the rules of the trading venue where the shares are admitted to trading or according to national law, and up until such time as the related informative reports are disclosed to the public. With reference to the annual financial report, it should be noted that where the Company publicly announces its intention to declare the pre-final balance financial results for the previous year approved by the Board of Directors (and containing the key financial information, which will then be included in the draft financial statements) separately to and before the approval of the draft financial statements, the aforesaid period of 30 calendar days will apply retroactively from the date on which the Board of Directors Meeting was called in order to approve such pre-final balance results (and not, conversely, from the date of the subsequent meeting of the Board of Directors called in order to approve the draft financial statements) and up until such time as the informative report related to such pre-final balance data is disclosed to the public. 4.2 This notwithstanding, the Board of Directors, or, in case of urgency, the Chairman of the Board of Directors and/or the Managing Director and/or the Chief Executive Officer, shall always have the option of (i) indicating other periods or circumstances in which the completion of Relevant Transactions by Relevant Persons shall be subject to limits or conditions, providing for this to be immediately notified to the Relevant Persons and the Designated Person, and of (ii) allowing a Relevant Person to complete a Relevant Transaction in periods in which the prohibition would otherwise be in force, in case of exceptional circumstances of subjective need, for which adequate reasons are provided by the person concerned, and in compliance with Article 19, para. 12 of Regulation 596/2014 and the related implementing standards (Regulation 522/2016, para. 7, 8 and 9). 8

9 9 PROCEDURE GOVERNING INTERNAL DEALING Article 5 Failure to meet requirements 5.1 Failure to meet the disclosure requirements for Relevant Transactions may lead to the application of the sanctions provided for by statutory provisions from time to time applicable, and in particular by the TUF (Consolidated Law on Finance). 5.2 Failure to meet the requirements laid down by the Procedure by Relevant Persons who hold office as a director or auditor of the Company may be regarded as a possible breach of trust by the competent bodies. The competent bodies may possibly adopt measures taking into account the specific circumstances. 5.3 Failure to meet the requirements laid down by the Procedure by Relevant Persons who are employees of the Company may possibly be regarded by the Chairman or Managing Director or Chief Executive Officer as liability subject to disciplinary action. The Chairman or Managing Director or Chief Executive Officer, or the competent bodies on the direction of either of them, may possibly adopt measures taking into account the specific circumstances, acting in any event in compliance with the applicable labor law provisions. 5.4 Failure to meet the requirements laid down by the Procedure by Relevant Persons who are consultants or associates of the Company may possibly be regarded by the Chairman or Managing Director or Chief Executive Officer as a breach of trust or of a contractual obligation. The Chairman or Managing Director or Chief Executive Officer may possibly adopt measures taking into account the specific circumstances. 5.5 The Company reserves the right, in any event, to claim for any damages and/or liabilities which it may incur as the result of Relevant Persons or Persons Closely Associated acting in breach of the applicable legislation or of the Procedure. 9

10 10 PROCEDURE GOVERNING INTERNAL DEALING Article 6 Identification of Relevant Persons and related notification 6.1 The Designated Person shall draw up and update the List of Relevant Persons and, based on the notifications received from the latter, of Persons Closely Associated with them, ensuring that the data contained therein is kept up-to-date and confidential. 6.2 The Designated Person shall be responsible for notifying Relevant Persons in writing of their identification as such and of the obligations incumbent on them pursuant to the legislation from time to time applicable with regard to internal dealing and the Procedure, in accordance with the template contained in Annex 2. Relevant Persons shall be obliged to return to the Company, using the methods provided for in Article 2.4, a copy of the duly completed and signed declaration of acknowledgement and acceptance attached to such notification. 6.3 Relevant Persons shall be obliged to notify Persons Closely Associated with them in writing of the obligations incumbent on them pursuant to the legislation from time to time applicable with regard to internal dealing and the Procedure, and to retain a copy of such written notifications. 10

11 11 PROCEDURE GOVERNING INTERNAL DEALING Article 7 Amendments and supplements and entry into force 7.1 The Procedure may be amended and/or supplemented by the Company's Board of Directors, or by persons appointed by the latter, following legislative or regulatory changes or based on experience accrued in application of the same, in order to improve transparency standards in respect of the market. 7.2 The Designated Person will arrange without delay for Relevant Persons to be notified in writing of amendments and/or supplements to the Procedure as provided for in this Article and for their written acknowledgement to be sought in accordance with that laid down in Article 6 above. 7.3 The Procedure shall enter into force as of [date of publication on the website] and shall apply to Relevant Transactions completed as of that date (inclusive). 11

12 12 PROCEDURE GOVERNING INTERNAL DEALING Annex 1 Relevant Transactions Notifiable transactions shall include: a) acquisition, disposal, short sale, subscription or exchange; b) acceptance or exercise of a right of option, including of a right of option granted to Relevant Persons as part of their remuneration package (stock option), and the disposal of shares acquired as the result of the exercise of a right of option; c) entering into or exercise of equity swaps; d) transactions in or related to derivatives, including cash-settled transactions; e) entering into a contract for difference on a financial instrument of the Company; f) acquisition, disposal or exercise of rights, including put options and call options, and warrants; g) subscription of a capital increase or issue of debt instruments; h) transactions in derivatives and financial instruments linked to a debt instrument of the Company, including credit default swaps; i) conditional transactions subject to the required conditions being met and to the actual completion of the transactions; j) automatic or non-automatic conversion of a financial instrument into another financial instrument, including the exchange of convertible bonds to shares; k) gifts and donations made or received and inheritances received; l) transactions completed in index-linked products, baskets and derivatives, if this is provided for by Article 19 of EU Regulation No. 596/2014; m) transactions completed in shares or units of investment funds, including alternative investment funds (AIFs) as provided for in Article 1 of Directive 2011/61/EU of the European Parliament and of the Council, if this is provided for by Article 19 of EU Regulation No. 596/2014; n) transactions completed by the manager of an AIF in which the Relevant Person or Person Closely Associated has invested, if this is provided for by Article 19 of EU Regulation No. 596/2014; o) transactions completed by third parties under an asset management or individual portfolio mandate on behalf or for the benefit of a Relevant Person or Person Closely Associated; p) borrowing or lending of shares or debt instruments of the Company, or derivatives or other financial instruments linked thereto. Transactions that must be notified shall also include: a) the pledging of financial instruments by or on behalf of a Relevant Person or Person Closely Associated, except for the pledging of financial instruments in connection with the depositing of such financial instruments into a custodial account, unless and as long as the pledging of such instruments or the provision of other similar security is intended to secure a specific credit facility; b) transactions performed under a life insurance policy, defined in accordance with Directive 2009/138/EC, where: i) the policyholder is a Relevant Person or Person Closely Associated; ii) the investment risk is borne by the policyholder; and iii) the policyholder has the power or discretion to make investment decisions regarding specific instruments provided for in the life insurance policy in question or to complete transactions regarding specific instruments for that life insurance policy. 12

13 13 PROCEDURE GOVERNING INTERNAL DEALING Annex 2 Template for Notification to be sent to Relevant Persons Subject: notification pursuant to the laws and regulations currently in force and to the Procedure governing Internal Dealing of Saras S.p.A. inclusion in the List of Relevant Persons and Persons Closely Associated with them With reference to that set out in the subject line and, in particular, to Article 19, para. 5 of (EU) Regulation No. 596/2014 and the applicable provisions of Legislative Decree No. 58 of 24/2/1998 (as subsequently amended and supplemented) and related implementing provisions, we wish to inform you of the fact that your name has been entered on the List of Relevant Persons and Persons Closely Associated with them ("List"), kept in accordance with the "Procedure governing internal dealing", approved by the Board of Directors of Saras S.p.A. and attached hereto (the "Procedure"). With regard to the obligations consequent upon the entry of your name on such List and to the related operational aspects, we would refer to the contents of the Procedure and to the legislation referred to therein. We would remind you, moreover, that insider dealing and market manipulation are unlawful acts that are liable to penal and administrative sanctions pursuant to the legislation from time to time applicable. We also wish to point out that you are obliged to notify Persons Closely Associated with you of the obligations incumbent upon them pursuant to the legislation on internal dealing and the Procedure, retaining a copy of such notification (the Notification Template is attached hereto for your convenience). In order to keep the above-mentioned List up-to-date, we would ask you to kindly disclose the names and address details of the Persons Closely Associated with you to us as soon as possible ((i) name and surname or company name; (ii) place and date of birth of natural persons; (iii) tax ID number; (iv) place of residence or registered office). We would ask you to kindly confirm acknowledgement and acceptance of this notification and of the attached Procedure by signing a copy of the declaration attached hereto and returning it by one of the means indicated in Article 2.4 of the Procedure. Yours faithfully, Place and date Saras S.p.A. Enc. 13

14 14 PROCEDURE GOVERNING INTERNAL DEALING Acknowledgement and acceptance (natural persons) I, the undersigned, in my capacity as A. hereby acknowledge having been included in the List of Relevant Persons and Persons Closely Associated with them, pursuant to the Procedure governing internal dealing adopted by Saras S.p.A. (the "Procedure"); B. hereby declare that I am aware of the obligations provided for by EU and national provisions from time to time applicable to Internal Dealing; C. hereby declare that I have received the Procedure and have accepted the contents thereof in full; D. hereby undertake to comply with all the obligations which the Procedure provides to be incumbent upon me, including the obligation to notify Persons Closely Associated with me, as defined in Article 1.2 of the Procedure, in writing of the existence of the conditions based on which such persons are obliged to meet the disclosure requirements provided for by Article 19 of (EU) Regulation No. 596/2014, by Legislative Decree No. 58/1998 and by the implementing provisions; E. hereby acknowledge that infringement breach of the obligations provided for by EU and national provisions from time to time applicable to Internal Dealing shall entail the application of the related sanctions provided for by law, in particular by Legislative Decree No. 58/1998. Information note related to the processing of personal data Pursuant to Legislative Decree 196/2003, I hereby acknowledge that the personal data necessarily provided by me in application of the Procedure are collected and processed by Saras S.p.A., whose administrative office is in Milan, Via Dell'Unione 1, in its capacity as data controller, through its employees assigned to the Department of Legal, Corporate and General Affairs, in compliance with the above-mentioned legal obligations, for the time strictly necessary and solely for the purposes indicated by law and by the regulations. I am aware of the fact that failure to provide the personal data would render compliance with the legal obligations impossible, on pain of sanctions. I am moreover aware, and I hereby provide my consent to this, of the fact that Saras S.p.A. might, for the purposes of meeting the requirements for disclosure to CONSOB and to the public market by the deadlines and under the conditions provided for by law, call upon the services of, in its capacity as related data controller, whose employees will acquire knowledge of the personal data provided by me, processing such data in accordance with the procedures set out above and the instructions imparted by Saras S.p.A. I am aware of the fact that, notwithstanding the limitations set as the result of the need to provide personal data, I am entitled to request that the personal data be updated, corrected or supplemented, as set out in Article 7 of Legislative Decree 196/2003, or deleted by forwarding a written request to Saras S.p.A. Place and date SIGNATURE 14

15 15 PROCEDURE GOVERNING INTERNAL DEALING Acknowledgement and acceptance (legal persons) I, the undersigned, as the pro-tempore legal representative of A. hereby acknowledge that has been included in the List of Relevant Persons and Persons Closely Associated with them, pursuant to the Procedure governing internal dealing adopted by Saras S.p.A. (the "Procedure"); B. hereby declare that I am aware of the obligations provided for by EU and national provisions from time to time applicable to Internal Dealing; C. hereby declare that I have received the Procedure and have accepted the contents thereof in full; C. hereby undertake to circulate the contents of the Code within and to ensure that complies with all the obligations provided for by the Procedure, including the obligation to notify Persons Closely Associated with it, as defined in Article 1.2 of the Procedure, in writing of the existence of the conditions based on which such persons are obliged to meet the disclosure requirements provided for by Article 19 of (EU) Regulation No. 596/2014, by Legislative Decree No. 58/1998 and the implementing provisions; C. hereby acknowledge that a breach of the obligations provided for by EU and national provisions from time to time applicable to Internal Dealing shall entail the application against of the related sanctions provided for by law, in particular by Legislative Decree No. 58/1998. Privacy policy related to the processing of personal data Pursuant to Legislative Decree 196/2003, I hereby acknowledge that the personal data necessarily provided by me in application of the Procedure are collected and processed by Saras S.p.A., whose administrative office is in Milan, Via Dell'Unione 1, in its capacity as data controller, through its employees assigned to the Department of Legal, Corporate and General Affairs, in compliance with the afore-mentioned legal obligations, for the time strictly necessary and solely for the purposes indicated by law and by the regulations. I am aware of the fact that failure to provide the personal data would render compliance with the legal obligations impossible, on pain of sanctions. I am moreover aware, and I hereby provide my consent to this, of the fact that Saras S.p.A. might, for the purposes of meeting the requirements for disclosure to CONSOB and to the public market within the deadlines and under the conditions provided for by law, call upon the services of, in its capacity as related data controller, whose employees will acquire knowledge of the personal data provided by me, processing such data in accordance with the procedures set out above and the instructions imparted by Saras S.p.A. I am aware of the fact that, notwithstanding the limitations set as the result of the need to provide personal data, I am entitled to request that the personal data be updated, corrected or supplemented, as set out in Article 7 of Legislative Decree 196/2003, or deleted by forwarding a written request to Saras S.p.A Place and date SIGNATURE 15

16 16 PROCEDURE GOVERNING INTERNAL DEALING Annex 3 Template for notification and public disclosure of transactions completed by persons with managerial responsibilities and by persons closely associated with them 1 Data related to the person with managerial responsibilities/person closely associated a) Name [For natural persons: name and surname.] [For legal persons: full company name, including the legal status as provided for in the register in which it is registered, where applicable.] 2 Reason for the notification a) Position/capacity [For persons with managerial responsibilities: please indicate the position (for example, Managing Director, Financial Director) held within the issuer, emission allowance market participant, auction platform, auctioneer, auction monitor.] [For persons closely associated, please indicate the fact that the notification concerns a person closely associated with a person with managerial responsibilities; name and surname of and position held by the relevant person with managerial responsibilities.] b) Initial notification/change [Please indicate whether this concerns an initial notification or a change to a previous notification. If this is a change, please explain the error which is being corrected with this notification.] 3 Data related to the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name [Full name of the entity.] b) LEI [Legal entity identifier, as per the LEI provided for in ISO ] 4 Data related to the transaction: this section to be completed more than once for i) each type of instrument; ii) each type of transaction; iii) each date; and iv) each place where the transactions are completed a) Description of the financial instrument, type of instrument Identifier [ Please indicate the nature of the instrument: a share, debt instrument, derivative, or a financial instrument linked to a share or to a debt instrument; an emission allowance, an auctioned product based on emission allowances or a derivative on emission allowances. Identifier for the instrument as defined in the Commission Delegated Regulation su 16

17 17 PROCEDURE GOVERNING INTERNAL DEALING b) Nature of the transaction [Description of the type of transaction, using, where necessary, the types of transactions set out in Article 10 of (EU) Commission Delegated Regulation 2016/522 (1) adopted pursuant to Article 19, paragraph 14, of (EU) Regulation No. 596/2014, or one of the specific examples provided for in Article 19, paragraph 7, of (EU) Regulation No. 596/2014. Pursuant to Article 19, paragraph 6, sub-paragraph e), of (EU) Regulation No. 596/2014, please indicate whether the transaction is linked to the exercise of share option programmes] c) Price(s) and volume(s) Price(s) Volume(s) [If several transactions of the same nature (acquisition, sale, borrowing and lending, etc.) are completed on the same financial instrument or on the same emission allowance on the same day and in the same place, please indicate in this field the prices and volumes of the said transactions in two columns as illustrated above, entering all the rows necessary. Please use the standards related to the data for the price and quantity, including, where necessary, the price currency and the quantity currency, as per the definition given by the Commission Delegated Regulation supplementing (EU) Regulation No. 600/2014 of the European Parliament and of the Council as regards the regulatory technical standards for reporting transactions to the competent authorities, adopted pursuant to Article 26 of (EU) Regulation No. 600/2014.] d) Aggregated information Aggregated volume Price [The volumes of multiple transactions are aggregated whenever such transactions: relate to the same financial instrument or the same emission allowance; are of the same nature; are completed on the same day and are completed in the same place; Please use the standards related to the data for the quantity, including, where necessary, the quantity currency, as per the definition given by the Commission Delegated Regulation supplementing (EU) Regulation No. 600/2014 of the European Parliament and of the Council as regards the regulatory technical standards for reporting transactions to the competent authorities, adopted pursuant to Article 26 of (EU) Regulation No. 600/2014.] [Information on prices: in case of a single transaction, the price of the individual transaction; where volumes of multiple transactions are aggregated: the average weighted price of the aggregated transactions. Please use the standards related to the data for the price, including, where necessary, the price currency, as per the definition given by the Commission Delegated Regulation supplementing (EU) Regulation No. 600/2014 of the European Parliament and of the Council as regards the regulatory technical standards for reporting transactions to the competent authorities, adopted pursuant to Article 26 of (EU) Regulation No. 600/2014.] e) Date of the transaction [Date of completion of the notified transaction. Use the format ISO 8601: YYYY-MM-DD; UTC time.] f) Place of the transaction [Name and identifier of the trading venue pursuant to the MiFID, of the systematic internaliser or of the organised trading facility outside the Union in which the transaction was completed, as defined by the Commission Delegated Regulation supplementing (EU) Regulation No. 600/2014 of the European Parliament and of the Council as regards the regulatory technical standards for reporting transactions to the competent authorities, adopted pursuant to Article 26 of (EU) Regulation No. 600/2014, or if the transaction was not completed in one of the venues provided for above, state "outside a trading venue".] 1 ) (EU) Commission Delegated Regulation 2016/522 of 17 December 2015, supplementing (EU) Regulation No. 596/2014 of the European Parliament and of the Council as regards an exemption for certain non-eu countries' public bodies and central banks, the indicators of market manipulation, the disclosure thresholds, the competent authority for notifications of delays, 17

18 18 PROCEDURE GOVERNING INTERNAL DEALING the permission for trading during closed periods and the types of notifiable transactions completed by persons who discharge managerial responsibilities. 18

19 19 PROCEDURE GOVERNING INTERNAL DEALING Annex 4 Template for authorising the Company to transmit the Internal Dealing disclosure communication to CONSOB on behalf of Relevant Persons and Persons Closely Associated with them Messrs. SARAS S.p.A. Via Dell'Unione 1 Milan Subject: power of attorney to Saras S.p.A. for the transmission to CONSOB of the communication disclosing "Internal Dealing" transactions completed pursuant to Article 19 of (EU) Regulation 596/2014 and the applicable provisions of Legislative Decree No. 58/1998 and related implementing provisions I, the undersigned,, being obliged in my capacity as "Relevant Person", pursuant to Internal Dealing legislation and to the Procedure governing internal dealing (the definitions of which are understood to be referred to herein) of Saras S.p.A., to meet the disclosure requirements provided for by the aforesaid legislation, hereby appoint Saras S.p.A. to undertake, on my behalf, the transmission to CONSOB of the communication disclosing Relevant Transactions completed by me or by Persons Closely Associated with me. I undertake for such purposes to notify the Relevant Transactions to the Designated Person [Alternative 1 Relevant Person other than Relevant Shareholders: immediately and, in any event, within one working day of the date of their completion] / [Alternative 2 Relevant Shareholders: no later than the fifth day of the month following the month in which such Relevant Transactions were completed]. Place, Date Signature 19